Common use of Terms of Warrants; Exercise of Warrants Clause in Contracts

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, and compliance with any applicable law, the registered Holder shall have the right, until 5:00 p.m., New York City time on the Expiration Date to exercise each Warrant for fully paid and non-assessable Common Share(s) of the Company upon the exercise of each Warrant and payment of the Exercise Price (as hereinafter defined) then in effect. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. For purposes of the foregoing sentence, “fair market value” of the Warrant Shares shall be the Current Market Price of the Warrant Shares on the date immediately preceding the date of payment of the Exercise Price as determined by the procedures set forth in Section 11(e). The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days prior to the Expiration Date, the Current Market Price of one Common Share is greater than the Exercise Price, the Company shall within 5 business days thereafter cause to be given to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and cause to be delivered to such Holder a certificate or certificates for the full number of Warrant Shares issuable upon such exercise, as calculated in accordance with this Section 7, unless the Holder elects, by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions of Section 8 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates for the appropriate number of Warrant Shares or, if required by this Warrant Agreement, other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be immediately exercisable, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, and compliance with any applicable law, the registered Holder Warrant holder shall have the right, which may be exercised commencing at the opening of business on August 25, 1998 and until 5:00 p.m., New York City Pacific time on August 24, 2008 to receive from the Expiration Date to exercise each Warrant for Company the number of fully paid and non-assessable Common Share(s) of nonassessable Warrant Shares which the Company upon Warrant holder may at the time be entitled to receive on exercise of each Warrant such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, the Warrant holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as hereinafter defineddefined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant holder. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall mean (i) if the Common Stock is in the over-the-counter market and not in The Nasdaq National Market nor on any national securities exchange, the average of the per share closing bid price on the 30 consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by The Nasdaq Small Cap Market, the applicable bid price referred to in said clause shall be the lowest bid price as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, Inc. or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a share of Common Stock determined by the Company's Board of Directors in good faith. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case in The Nasdaq National Market or on the national securities exchange on which the Common Stock is then listed.. Each Warrant not exercised prior to 5:00 p.m., Pacific time, on August 24, 2008 shall become void and all rights thereunder and all rights in effectrespect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. A Warrant may be exercised upon surrender to the Company at the its principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the exercise price (the 'Exercise Price Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for each the number of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check, check payable to the order of the Company, or (ii) in the manner provided in the first paragraph of this Section 5. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, Upon such that without the exchange surrender of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. For purposes of the foregoing sentence, “fair market value” of the Warrant Shares shall be the Current Market Price of the Warrant Shares on the date immediately preceding the date of and payment of the Exercise Price as determined by the procedures set forth in Section 11(e). The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days prior to the Expiration Date, the Current Market Price of one Common Share is greater than the Exercise Price, the Company shall within 5 business days thereafter cause to be given to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder and in the name of the Warrant holder, or, upon satisfaction of the transfer requirements in Section 4, such Holder other names as the holder may designate, a certificate or certificates for the full number of full Warrant Shares issuable upon the exercise of such exerciseWarrants together with cash as provided in Section 11; PROVIDED, as calculated in accordance with this Section 7HOWEVER, unless the Holder electsthat if any consolidation, merger or lease or sale of assets is proposed to be effected by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, as described in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions subsection (m) of Section 8 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as provided aboveaforesaid, the Warrant Agent shall thereupon promptly notify Company shall, as soon as possible, but in any event not later than five business days thereafter, issue and cause to be delivered the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates for the appropriate full number of Warrant Shares or, if required by issuable upon the exercise of such Warrants in the manner described in this Warrant Agreement, other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, sentence together with an amount in cash in lieu of any fraction of a share as provided in Section 1311. Any such Such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be immediately exercisable, at the election of the Holders holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates issued pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purposeSection. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled canceled by the Warrant AgentCompany. Such cancelled canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, and compliance with any applicable law, the registered Holder Warrant holder shall have the right, which may be exercised commencing at the opening of business on December 4, 1998 and until 5:00 5: 00 p.m., New York City Pacific time on December 3, 2008 to receive from the Expiration Date to exercise each Warrant for Company the number of fully paid and non-assessable Common Share(s) of nonassessable Warrant Shares which the Company upon Warrant holder may at the time be entitled to receive on exercise of each Warrant such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, the Warrant holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as hereinafter defineddefined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant holder. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall mean (i) if the Common Stock is in the over-the-counter market and not in The Nasdaq National Market nor on any national securities exchange, the average of the per share closing bid price on the 30 consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by The Nasdaq Small Cap Market, the applicable bid price referred to in said clause shall be the lowest bid price as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, Inc. or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a share of Common Stock determined by the Company's Board of Directors in good faith. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case in The Nasdaq National Market or on the national securities exchange on which the Common Stock is then listed.. Each Warrant not exercised prior to 5:00 p.m., Pacific time, on December 3, 2008 shall become void and all rights thereunder and all rights in effectrespect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. A Warrant may be exercised upon surrender to the Company at the its principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the exercise price (the 'Exercise Price Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for each the number of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check, check payable to the order of the Company, or (ii) in the manner provided in the first paragraph of this Section 5. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, Upon such that without the exchange surrender of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. For purposes of the foregoing sentence, “fair market value” of the Warrant Shares shall be the Current Market Price of the Warrant Shares on the date immediately preceding the date of and payment of the Exercise Price as determined by the procedures set forth in Section 11(e). The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days prior to the Expiration Date, the Current Market Price of one Common Share is greater than the Exercise Price, the Company shall within 5 business days thereafter cause to be given to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder and in such Holder name or names as the holder may designate, a certificate or certificates for the full number of full Warrant Shares issuable upon the exercise of such exerciseWarrants together with cash as provided in Section 11; PROVIDED, as calculated in accordance with this Section 7HOWEVER, unless the Holder electsthat if any consolidation, merger or lease or sale of assets is proposed to be effected by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, as described in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions subsection (m) of Section 8 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as provided aboveaforesaid, the Warrant Agent shall thereupon promptly notify Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates for the appropriate full number of Warrant Shares or, if required by issuable upon the exercise of such Warrants in the manner described in this Warrant Agreement, other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, sentence together with an amount in cash in lieu of any fraction of a share as provided in Section 1311. Any such Such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be immediately exercisable, at the election of the Holders holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates issued pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purposeSection. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled canceled by the Warrant AgentCompany. Such cancelled canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, the Warrants may be exercised at any time after the date hereof. Each Warrant, when exercised in accordance with the terms hereof and compliance with any applicable lawupon payment in cash (or by tendering the Holdings Notes, as provided in the registered Holder next succeeding paragraph) of the exercise price of $1,382.59 per unit (the "Exercise Price") will entitle the holder thereof to acquire from Holdings (and Holdings shall have the right, until 5:00 p.m., New York City time on the Expiration Date issue to exercise each Warrant for such holder of a Warrant) one fully paid and non-assessable nonassessable unit of Holdings' authorized but unissued Common Share(s) Units (subject to adjustment as provided in Section 11). No cash dividend shall be paid to a holder of the Company Warrant Shares issuable upon the exercise of each Warrant and payment Warrants unless such holder was, as of the Exercise Price (as hereinafter defined) then in effectrecord date for the declaration of such dividend, the record holder of such Warrant Shares. A Warrant may be exercised upon surrender to the Company Holdings at the principal office of the Warrant Agent Register Office of the certificate or certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon together with payment to the Warrant Agent for the account of the Company Holdings of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrant is Share then exercised. Payment To the extent any holder of a Warrant surrenders with such Warrant any Holdings Note then held by such holder, such holder shall be deemed to have paid that portion of the aggregate Exercise Price for all Warrant Shares then exercised equal to 100% of that portion of the Accreted Value (as defined in the Holdings Indenture) of, together with all accrued and unpaid interest on such portion of, any Holdings Note of such holder cancelled pursuant to this paragraph up to but excluding the date of such issuance of such Holdings Note which the holder thereof directs Holdings to accept as payment of such aggregate Exercise Price, which Holdings Note shall be made in cash or cancelled and not reissued. To the extent the face amount of such surrendered Holdings Note is greater than the aggregate amount of the Exercise Price for all Warrant Shares then paid for by certified or official bank checksurrender thereof (exclusive of the portion of such exercise price paid for by interest, payable if any, on such Surrendered Note), Holdings shall deliver a new Holdings Note to the order tendering holder thereof, in accordance with the provisions of the CompanyHoldings Indenture, dated the date of the original issuance of the tendered Holdings Note, in the face amount which bears the same proportion to the face amount of such surrendered Note immediately prior to such redemption as the unredeemed portion of the Accreted Value of such surrendered Note bears to the Accreted Value of such surrendered Note immediately prior to such redemption. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. For purposes of the foregoing sentence, “fair market value” of the Warrant Shares shall be the Current Market Price of the Warrant Shares on the date immediately preceding the date lieu of payment of the Exercise Price as pursuant to the preceding paragraph, the Warrant holder shall have the right to require Holdings to convert the Warrants, in whole or in part and at any time or times (the "Conversion Right"), into Warrant Shares by surrendering to Holdings the certificate or certificates evidencing the Warrant to be converted with the form of notice of conversion on the reverse thereof duly filled in and signed. Upon exercise of the Conversion Right, Holdings shall deliver to the Warrant holder (without payment by the holder of the Warrant of any Exercise Price) that number of Warrant Shares which is equal to the quotient obtained by dividing (x) the value of the number of Warrants being exercised at the time the Warrants are exercised (determined by subtracting the procedures set forth in Section 11(e). The exercise of aggregate Exercise Price for all such Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days immediately prior to the Expiration Date, exercise of the Warrants from the aggregate Current Market Price (determined pursuant to Section 11(f) of that number of Warrant Shares purchasable upon exercise of such Warrants immediately prior to the exercise of the Warrants (taking into account all applicable adjustments pursuant to Section 11) by (y) the Current Market Price of one Common Share is greater than the Exercise Price, the Company shall within 5 business days thereafter cause to be given Unit immediately prior to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and cause to be delivered to such Holder a certificate or certificates for the full number of Warrant Shares issuable upon such exercise, as calculated in accordance with this Section 7, unless the Holder elects, by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions of Section 8 hereof8, upon surrender of Warrants the Warrant certificate or certificates, Holdings shall issue and payment deliver with all reasonable dispatch, to or upon the written order of the Exercise Price Warrant holder and in such name or names as provided above, the Warrant Agent shall thereupon promptly notify the Companyholder may designate, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates for the appropriate number of Warrant Shares or, if required by this Warrant Agreement, issuable or other securities or property (including any money) to which such holder is entitled hereunder upon the Holder is entitledexercise of such Warrants, registered or otherwise placed inincluding, or at Holdings' option, any cash payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share fractional interests as provided in Section 13. Any such Such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person Person so designated to be named therein shall be deemed to have become a Holder holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. Holdings may issue fractional Common Units upon exercise of any Warrants in accordance with Section 13. The Warrants shall be immediately exercisable, at the election of the Holders holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the WarrantsExpiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign Holdings will duly execute and to deliver the required new Warrant Certificate certificate or Certificates certificates pursuant to the provisions of Section 4 and this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose7. All Warrant Certificates certificates surrendered upon exercise of Warrants shall be cancelled canceled by the Warrant AgentHoldings. Such cancelled canceled Warrant Certificates certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the CompanyHoldings and in accordance with any applicable law. The Warrant Agent Holdings shall account promptly to the Company in writing with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent In the event that Holdings shall purchase or otherwise acquire Warrants, Holdings may elect to have the Warrants canceled and retired. Holdings shall keep copies of this Warrant Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders registered Warrant holders during normal business hours and upon reasonable notice at its officethe Register Office. The Company Upon exercise of Warrants, the holder of Warrant Shares shall supply be admitted as a member of Holdings, in accordance with the Warrant Agent from time to time with such numbers of copies of this Warrant Holdings Operating Agreement as the Warrant Agent may request(which shall so provide).

Terms of Warrants; Exercise of Warrants. The initial exercise price per share at which Warrant Shares shall be issuable upon the exercise of a Warrant (the "Exercise Price") shall be equal to $0.01 per share of Common Stock. Each Warrant shall entitle the Holder thereof, subject to and upon compliance with the provisions of this Agreement, to purchase from the Company one share of Common Stock, subject to adjustment pursuant to the terms of this Agreement. Subject to the terms of this Warrant Agreement, and compliance with any applicable law, the registered each Holder shall have the right, which may be exercised commencing on the date that the Warrants have been issued and delivered to each Holder pursuant to Section 2.02 and shall continue until 5:00 p.m., New York City time on the Expiration Date later of (i) September 2, 2006 and (ii) to exercise each the extent that any Transfer Restricted Securities (as defined in the Registration Rights Agreement) remain outstanding on September 6, 2006, ten Business Days after the effective date of a registration statement under the Securities Act with respect to the Warrant for fully paid and non-assessable Common Share(s) of the Company Shares issuable upon the exercise of each the Warrants, but no later than September 2, 2007 (the "Expiration Date"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of the Warrants and payment of the Exercise Price (as hereinafter defined) then in effect. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent effect for the account of the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the CompanyShares. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basisbasis (a "Cashless Exercise"), such that that, without the exchange of any funds, the Holder holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its the Warrants less that number of Warrant Shares having a fair market value an aggregate Current Market Price at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. For purposes of If the foregoing sentence, “fair market value” of the Warrant Shares shall be the Current Market Price of the Warrant Shares on the date immediately preceding the date of payment of the Exercise Price as determined by the procedures set forth in Section 11(e). The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days are not exercised prior to 5:00 p.m., New York City time, on the Expiration Date, the Current Market Price of one Common Share is greater than the Exercise Price, the Company shall within 5 business days thereafter cause to be given to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and cause to be delivered to such Holder a certificate or certificates for the full number of Warrant Shares issuable upon such exercise, as calculated in accordance with this Section 7, unless the Holder elects, by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, in which case such Warrants they shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. The Company, in its sole discretion, may require any Holder No adjustments as to surrender Dividends will be made upon exercise of the Warrants. Subject The Holders will only be able to exercise their Warrants (i) by means of a cashless exercise or (ii) if any registration statement under the Securities Act relating to the provisions Warrant Shares is effective or the exercise of such Warrants is exempt from the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such Holders reside. No Holder may exercise any Warrant to the extent that, immediately following such exercise and upon receipt of any Warrant Shares issuable upon such exercise, such Holder would either (i) become or be included in any 13D Person that is the single largest holder of voting power represented by the Company's capital stock (or otherwise become the single largest holder of the Common Stock) (the "Shareholder Limitation"), or (ii) beneficially own (as such term is defined in Section 8 hereof13(d)(3) of the Exchange Act) or be included in any 13D Person that beneficially owns in excess of 4.9% of the voting power represented by the Company's capital stock (or otherwise beneficially own in excess of 4.9% of the outstanding Common Stock) (the "4.9% Limitation") after, in either case, giving effect to such exercise (the Shareholder Limitation and the 4.9% Limitation are collectively referred to herein as the "Exercise Limitations"). The determinations of the number of shares that (i) constitute 4.9% of the outstanding Common Stock or voting power and (ii) are held by the largest holder will be made in reliance upon surrender the information contained in publicly available filings made with the SEC unless the Company is aware that such information is incorrect and has made the correct information public, to the extent material, and disclosed such information to the Holders at the time of Warrants any such proposed exercise. In order to facilitate compliance with the foregoing, each Holder will be required to make a representation that it and payment its affiliates will comply with the Exercise Limitations immediately after the exercise of any Warrant and receipt of any shares of Common Stock issuable upon such exercise. Notwithstanding the Exercise Limitation, however, a Holder may exercise any Warrant that would otherwise cause such Holder to hold Warrant Shares in excess of the Exercise Price Limitations if, as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates for the appropriate excess number of Warrant Shares or(the "Excess Shares"), if required by this Warrant Agreementsuch Holder (i) irrevocably covenants to the Company to sell such Excess Shares within 10 days after the date of exercise and (ii) confirms that it has, other on or prior to such exercise date, entered into a binding arrangement to sell the Excess Shares within 10 days after such exercise date either (a) in a regular way transaction on a national securities exchange (or property the principal market where shares of Common Stock are then traded) or (including any moneyb) to which one or more persons that are not "affiliates" (used herein as defined in Rule 144 promulgated under the Securities Act) of such Holder is entitled("Third Parties"), registered or otherwise placed ineach of whom represents for the benefit of the Company that, or payable to upon purchase of the order ofapplicable Excess Shares, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the sameThird Party, together with an amount in cash in lieu of any fraction its affiliates, will not be the beneficial owner of a share as provided number of shares of Common Stock in Section 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of such Warrant Shares as of the date of the surrender of such Warrants and payment excess of the Exercise PriceLimitations. In addition, such Holder shall agree to vote the applicable Excess Shares only in accordance with the recommendations of the Board of Directors of the Company or any Third Party that has agreed to purchase such shares, if any record date for a vote of the Common Stock is established for any day between the exercise date and the consummation of the sale of the applicable Excess Shares. The Warrants shall be immediately exercisable, at the election Exercise Limitations will cease to have any force and effect upon consummation of the Utility Spin-Off, if, on the date that is 14 days after delivery to the Company of a request by the Required Holders thereofto such effect (which request may be given no more than once during any 180-day period), either in full or from time the Company shall not have delivered a certificate to time in part andthe Holders stating that the removal of the Exercise Limitations would, in the event that a certificate evidencing Warrants is exercised in respect good faith judgment of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent not be consistent with Warrant Certificates duly executed on behalf of the Company for such purposeapplicable regulatory or other legal requirements. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may requestSECTION 4.02.

Terms of Warrants; Exercise of Warrants. Subject to the --------------------------------------- terms of this Warrant Agreement, and compliance with any applicable law, the registered each Warrant Holder shall have the right, which may be exercised commencing on or after the Exercisability Date (as defined below) and until 5:00 p.m., New York City time time, on the six-month anniversary of the Exercisability Date (the "Expiration Date Date"), to exercise each Warrant for receive from the Company the --------------- number of fully paid and non-assessable Common Share(s) of nonassessable Warrant Shares which the Company upon Holder may at the time be entitled to receive on exercise of each Warrant such Warrants and payment of the Exercise Price (as hereinafter defineddefined below) then in effect. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent effect for the account of the Company of the Exercise Price as adjusted as herein provided, for each of the such Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. For purposes of the foregoing sentence, “fair market value” of the Warrant Shares shall be the Current Market Price of the Warrant Shares on the date immediately preceding the date of payment of the Exercise Price as determined by the procedures set forth in Section 11(e). The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days prior to the Expiration Date, the Current Market Price of one Common Share is greater than the Exercise Price, the Company shall within 5 business days thereafter cause to be given to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and cause to be delivered to such Holder a certificate or certificates for the full number of Warrant Shares issuable upon such exercise, as calculated in accordance with this Section 7, unless the Holder elects, by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions of Section 8 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates for the appropriate number of Warrant Shares ortogether, if required by this Warrant Agreementapplicable, other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or with cash payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued 13 hereof and any person so designated dividends or distributions payable as provided in Section 14 hereof. If the Exercisability Date is on or prior to December 31, 2001, the Holders shall then be named therein shall be deemed entitled to have become a Holder of such Warrant Shares as of receive from the date of the surrender Company (on exercise of such Warrants and payment of the Exercise Price. The Warrants shall be immediately exercisablePrice then in effect for such Warrant Shares) (together, at if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 20,654,360 Warrant Shares (in the election of the Holders thereof, either in full or from time to time in part and, aggregate) (with each Warrant being exercisable for 1.153846 Warrant Shares)/2/ in the event that a certificate evidencing Warrants is exercised the Adjustment Event (as defined in respect of fewer than all of the Warrant Shares issuable on such exercise at any time Merger Agreement) has not occurred prior to the date Exercisability Date or (b) 17,900,445 Warrant Shares (in the aggregate) (with each Warrant being __________________ /2/ These numbers shall be adjusted in the final Agreement and Warrants in order to reflect that at the Effective Time such aggregate number, when taken together with the shares of expiration Parent Common Stock issuable to holders of Company Stock in the Merger, shall equal 35% of the Warrants, shares of Parent Common Stock on a new certificate evidencing fully diluted basis (excluding the remaining effect of the Algos Warrants as if no Adjustment Event had occurred). exercisable for 1.000000 Warrant or Warrants will be issued, and Shares)/3/ in the Warrant Agent is hereby irrevocably authorized to countersign and to deliver event the required new Warrant Certificate or Certificates pursuant Adjustment Event has occurred prior to the provisions of this Section Exercisability Date. If the Exercisability Date is after December 31, 2001 and of Section 4 hereofon or prior to June 30, and 2002, the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates Holder shall then be disposed of by the Warrant Agent in a manner satisfactory entitled to the Company. The Warrant Agent shall account promptly to receive from the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the (on exercise of such Warrants. The Warrants and payment of the Exercise Price then in effect for such Warrant Agent shall keep copies of this Warrant Agreement Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any notices given dividends or received hereunder by distributions payable as provided in Section 14 hereof) (a) 12,786,032 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.714286 Warrant Shares)/4/ in the event the Adjustment Event has not occurred prior to the Exercisability Date or (b) 11,015,658 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.615385 Warrant Shares)/5/ in the event the Adjustment Event has occurred prior to the Exercisability Date. If the Exercisability Date is after June 30, 2002 and on or prior to December 31, 2002 (the "Ultimate Expiration Date"), the Holders shall ------------------------ then be entitled to receive from the Company available (on exercise of such Warrants and payment of the Exercise Price then in effect for inspection by such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 5,966,815 Warrant Shares (in the Holders during normal business hours aggregate) (with each Warrant being exercisable for 0.333333 Warrant Shares)/6/ in the event the Adjustment Event has not occurred prior to the _____________________ /3/ These numbers shall be adjusted in the final Agreement and Warrants in order to reflect that at its office. The the Effective Time such aggregate number, when taken together with the shares of Parent Common Stock issuable to holders of Company Common Stock in the Merger, shall supply equal 40% of the Warrant Agent from time shares of Parent Common Stock on a fully diluted basis (excluding the effect of the Algos Warrants and after giving effect to time with such numbers of copies of this Warrant Agreement the Adjustment Event as the Warrant Agent may requestif it had occurred).

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, and compliance with any applicable law, the registered each Warrant Holder shall have the right, until which may be exercised from the date of original issuance of the Warrant certificates pursuant to the terms of this Agreement and prior to the earlier of (i) 5:00 p.m., p.m. New York City city time on the seventh (7th) anniversary of the Closing (the “Expiration Date Date”) or (ii) immediately prior to an acquisition, merger or consolidation of the Company by or with any unrelated third party in which the Company is not the surviving entity, to exercise each Warrant for and receive from the Company the number of fully paid and non-assessable Common Share(s) of nonassessable Warrant Shares which the Company upon Holder may at the time be entitled to receive on exercise of each Warrant such Warrants and payment of the Exercise Price (as hereinafter herein defined) then in effecteffect for such Warrant Shares. Each Warrant, when exercised will entitle the Holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time, except as expressly provided otherwise in this Agreement. If the reported last sale price of the Common Stock does not equal or exceed $10 per share for any 20 trading days within a 30 trading day period occurring at any time period prior to the Expiration Date, then the date which is the tenth (10th) anniversary of the Closing will be the Expiration Date for all purposes hereunder. Notwithstanding any other provision, if a certain Agreement by and among CGLIC and United States Pharmaceutical Group, LLC and the Company made as of May 4, 2005 (the “Strategic Agreement”) is terminated as a result of a breach by CGLIC, then the Expiration Date will be one (1) year after the date after the effective date of such termination under Section 6.04 of the Strategic Agreement. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent “eligible guarantor” as defined in the United States or a broker or dealer which is a member regulations promulgated under the Securities and Exchange Act of a registered securities exchange or 1934, as amended (the National Association of Securities Dealers, Inc.“Exchange Act”), and upon payment to the Warrant Agent for the account of the Company of the exercise price of $6.60 (the “Exercise Price Price”), as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrant is Share then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash United States dollars or (ii) by certified or official bank check, check payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. For purposes of the foregoing sentence, “fair market value” of the Warrant Shares shall be the Current Market Price of the Warrant Shares on the date immediately preceding the date lieu of payment of the Exercise Price as determined aforesaid, the Holder of a Warrant may request the payment of “Spread”, which shall be delivered by the procedures set forth in Company by delivering Common Stock with an aggregate current market price (as of the date of delivery of request by the Holder to the Company pursuant to Section 11(e). The exercise 15) equal to the difference between the current market price per share of Common Stock less the Exercise Price multiplied by the number of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary thereforbeing exercised. If on the day which is 60 days prior Subject to the Expiration Dateprovisions of Section 7 hereof, the Current Market Price upon such surrender of one Common Share is greater than Warrants and payment of the Exercise Price, the Company shall within 5 business days thereafter cause to be given to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names, as the Warrant Holder may designate, a certificate or certificates for the full number of full Warrant Shares issuable upon the exercise of such exerciseWarrants, together with cash as calculated provided in accordance with this Section 713 hereof; provided, unless however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Holder electsCompany, by written notice provided to or a tender offer or an exchange offer for shares of Common Stock of the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions of Section 8 hereofbe made, upon such surrender of Warrants and payment of the Exercise Price as provided aboveaforesaid, the Warrant Agent shall thereupon promptly notify Company shall, as soon as possible, but in any event not later than two (2) business days thereafter, issue and cause to be delivered the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates for the appropriate full number of Warrant Shares or, if required by issuable upon the exercise of such Warrants in the manner described in this Warrant Agreement, other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the samesentence, together with an amount in cash in lieu of any fraction of a share as provided in Section 1313 hereof. Any such Such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. No fractional shares shall be issued upon exercise of any Warrants in accordance with Section 13 hereof. The Warrants shall be immediately exercisable, at the election of the Holders thereof, either in full or from time to time in part (in whole shares) and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and issued by the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates Company pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates Company and shall then thereafter be disposed of by the Warrant Agent Company in a manner satisfactory to the Companyaccordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Warrant Agreement Agreement, the SEC Reports (as defined below) and any notices given or received hereunder by or from the Company available for inspection by the Holders of the Warrants during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, and compliance with any applicable law, the registered Holder each Warrant holder shall have the right, until 5:00 p.m., New York City which may be exercised at any time on or after the date of the occurrence of the earliest of: (i) immediately prior to the occurrence of a Change of Control (as defined in the Indenture, dated as of August 15, 1997 (the "Indenture"), between the Company and ▇▇▇▇▇▇ Trust and Savings Bank, as Trustee, with respect to the Company's 14 5/8% Senior Discount Notes due 2004 (the "Senior Notes")); (ii) the 60th day (or such earlier date as determined by the Company in its sole discretion) following a Public Equity Offering (as defined in the Indenture); or (iii) February 15, 1998 (each, an "Exercise Event") and on or prior to the close of business on August 15, 2004 (the "Expiration Date Date") to exercise each Warrant for Warrants and receive from the Company the number of fully paid and non-assessable Common Share(s) of nonassessable Warrant Shares which the Company upon holder may at the time be entitled to receive on exercise of each Warrant such Warrants and payment of the Exercise Price for such Warrant Shares; provided that upon any such exercise no holder shall be entitled to sell or transfer such holder's Warrants Shares at any time unless, at the time of such sale or transfer, (i) a registration statement under the Securities Act covering the offer and sale of the Warrant Shares has been filed with, and declared effective by, the Securities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the offer and sale of the Warrant Shares to the Warrant holder are exempt from registration under the Securities Act and the holder of the Warrants, if so requested by the Company, has delivered to the Company an opinion of counsel to such effect. Each Warrant, when exercised, will entitle the holder thereof to purchase one (1) fully paid and nonassessable share of Class A Common Stock at the Exercise Price. The Number of Shares is subject to adjustment under certain circumstances as hereinafter defined) then provided herein by Section 15. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in effectrespect thereof under this Agreement shall cease as of such time. A Warrant may be exercised at any time on or after the occurrence of an Exercise Event at the election of the holder thereof, either in full or from time to time in part (in whole shares) upon surrender to the Company at the principal office of the Warrant Agent of the certificate Warrant Certificate or certificates evidencing the Warrant Certificates to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent "eligible guarantor" as defined in the United States or a broker or dealer which is a member of a registered securities exchange or regulations promulgated under the National Association of Securities Dealers, Inc., Exchange Act and upon payment to the Warrant Agent for the account of the Company of the Exercise Price Price, as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made in the form of cash or by a certified or official bank check, or bank cashier's check payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. For purposes of the foregoing sentence, “fair market value” of the Warrant Shares shall be the Current Market Price of the Warrant Shares on the date immediately preceding the date of payment of the Exercise Price as determined by the procedures set forth in Section 11(e). The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days prior to the Expiration Date, the Current Market Price of one Common Share is greater than the Exercise Price, the Company shall within 5 business days thereafter cause to be given to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and cause to be delivered to such Holder a certificate or certificates for the full number of Warrant Shares issuable upon such exercise, as calculated in accordance with this Section 7, unless the Holder elects, by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions of Section 8 10 hereof, upon such surrender of Warrants and payment of the Exercise Price as provided abovePrice, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer issue and cause to be delivered with all reasonable dispatch to or upon the Holder written order of the Warrant holder and in such name or names as the Warrant Certificate holder may designate, a certificate or certificates for the appropriate number of whole Warrant Shares or, if required by this Warrant Agreement, other securities or property (including issuable upon the exercise of such Warrants together with any money) to cash which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share payable as provided in Section 1317 hereof. Any such Such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the aggregate Exercise Price. The Warrants No fractional shares shall be immediately exercisable, at the election issued upon exercise of the Holders thereof, either any Warrants in full or from time to time in part and, in accordance with Section 17 hereof. In the event that a certificate evidencing Warrants Warrant Certificate is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the WarrantsExpiration Date, a new certificate Warrant Certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled canceled by the Warrant Agent. Such cancelled canceled Warrant Certificates shall then be disposed of by the Warrant Agent Company in a manner satisfactory to the Companyaccordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders Warrant holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, and compliance with any applicable law, the registered Holder each Warrant holder shall have the right, until 5:00 p.m., New York City which may be exercised at any time on or after the date of the occurrence of the earliest of: (i) immediately prior to the occurrence of a Change of Control (as defined in the Indenture); (ii) the 60th day (or such earlier date as determined by the Company in its sole discretion) following a Public Equity Offering (as defined in the Indenture); or (iii) February 15, 1998 (each, an "Exercise Event") and on or prior to the close of business on August 15, 2004 (the "Expiration Date Date") to exercise each Warrant for Warrants and receive from the Company the number of fully paid and non-assessable Common Share(s) of nonassessable Warrant Shares which the Company upon holder may at the time be entitled to receive on exercise of each Warrant such Warrants and payment of the Exercise Price for such Warrant Shares; provided that upon any such exercise no holder shall be entitled to sell or transfer such holder's Warrants Shares at any time unless, at the time of such sale or transfer, (i) a registration statement under the Securities Act covering the offer and sale of the Warrant Shares has been filed with, and declared effective by, the Securities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the offer and sale of the Warrant Shares to the Warrant holder are exempt from registration under the Securities Act and the holder of the Warrants, if so requested by the Company, has delivered to the Company an opinion of counsel to such effect. Each Initial Warrant, when exercised, will entitle the holder thereof to purchase 0.134484 fully paid and nonassessable shares of Class A Common Stock at the Exercise Price. The Number of Shares is subject to adjustment under certain circumstances as hereinafter defined) then provided herein by Section 15. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in effectrespect thereof under this Agreement shall cease as of such time. A Warrant may be exercised at any time on or after the occurrence of an Exercise Event at the election of the holder thereof, either in full or from time to time in part (in whole shares) upon surrender to the Company at the principal office of the Warrant Agent of the certificate Warrant Certificate or certificates evidencing the Warrant Certificates to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent "eligible guarantor" as defined in the United States or a broker or dealer which is a member of a registered securities exchange or regulations promulgated under the National Association of Securities Dealers, Inc., Exchange Act and upon payment to the Warrant Agent for the account of the Company of the Exercise Price Price, as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made in the form of cash or by a certified or official bank check, or bank cashier's check payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. For purposes of the foregoing sentence, “fair market value” of the Warrant Shares shall be the Current Market Price of the Warrant Shares on the date immediately preceding the date of payment of the Exercise Price as determined by the procedures set forth in Section 11(e). The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days prior to the Expiration Date, the Current Market Price of one Common Share is greater than the Exercise Price, the Company shall within 5 business days thereafter cause to be given to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and cause to be delivered to such Holder a certificate or certificates for the full number of Warrant Shares issuable upon such exercise, as calculated in accordance with this Section 7, unless the Holder elects, by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions of Section 8 10 hereof, upon such surrender of Warrants and payment of the Exercise Price as provided abovePrice, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer issue and cause to be delivered with all reasonable dispatch to or upon the Holder written order of the Warrant holder and in such name or names as the Warrant Certificate holder may designate, a certificate or certificates for the appropriate number of whole Warrant Shares or, if required by this Warrant Agreement, other securities or property (including issuable upon the exercise of such Warrants together with any money) to cash which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share payable as provided in Section 1317 hereof. Any such Such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the aggregate Exercise Price. The Warrants No fractional shares shall be immediately exercisable, at the election issued upon exercise of the Holders thereof, either any Warrants in full or from time to time in part and, in accordance with Section 17 hereof. In the event that a certificate evidencing Warrants Warrant Certificate is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the WarrantsExpiration Date, a new certificate Warrant Certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled canceled by the Warrant Agent. Such cancelled canceled Warrant Certificates shall then be disposed of by the Warrant Agent Company in a manner satisfactory to the Companyaccordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders Warrant holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, and compliance with any applicable law, the registered each Warrant Holder shall have the right, until 5:00 p.m., New York City time which may be exercised commencing at the opening of business on the Exercise Date and ending at the close of business on the Expiration Date (such period, the "Exercise Period"), to exercise each Warrant for receive from the Company the number of fully paid and non-assessable Common Share(s) of nonassessable Warrant Shares which the Company upon Holder may at the time be entitled to receive on exercise of each Warrant such Warrants and payment of the Exercise Price in the manner provided below. Each Holder may only exercise its right during the Exercise Period on a net basis, such that, without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as hereinafter defineddefined below) then at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares had the Exercise Price been paid in effectcash. A Each Warrant may not exercised prior to the Expiration Date shall become void and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be exercised made upon exercise of the Warrants. In order to exercise all or any of the Warrants represented by a Warrant Certificate, the Holder thereof must (i) surrender for exercise the Warrant Certificate to the Company at the principal office of the Warrant Agent at its New York corporate trust office, and (ii) deliver to the Company at the office of the certificate or certificates evidencing the Warrant to be exercised with Agent the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be a medallion guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer institution which is a member of a registered securities exchange or the National Securities Transfer Association of Securities Dealers, Inc.recognized signature guarantee program, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price Price, which is set forth in the form of Warrant Certificate as adjusted as herein provided, for each the number of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Payment For purposes of this Section 4, the fair market value of the aggregate Exercise Price Warrants shall be made in cash or by certified or official bank check, payable determined as follows: (A) to the order extent the Common Stock is publicly traded and listed on the Nasdaq National Market or a national securities exchange, the fair market value shall be equal to the greater of (1) the difference between (a) the average closing price as quoted on the Nasdaq National Market of the Common Stock for each of the 10 trading days immediately prior to the exercise date (or, if the Common Stock is listed on a national securities exchange, the average closing price as reported on such national securities exchange during such 10-trading-day period) and (b) the Exercise Price, and (2) zero; or (B) to the extent the Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value shall be equal to the value per share as determined in good faith by the Board of Directors of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number Upon surrender of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. For purposes of the foregoing sentence, “fair market value” of the Warrant Shares shall be the Current Market Price of the Warrant Shares on the date immediately preceding the date of payment of the Exercise Price as determined by the procedures set forth in Section 11(e). The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days prior to the Expiration Date, the Current Market Price of one Common Share is greater than the Exercise Price, the Company shall within 5 business days thereafter cause to be given to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and cause to be delivered to such Holder a certificate or certificates for the full number of Warrant Shares issuable upon such exercise, as calculated in accordance with this Section 7, unless the Holder elects, by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions of Section 8 hereof, upon surrender of Warrants Certificates and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates of Common Stock for the appropriate number of Warrant Shares or, if required by this Warrant Agreement, or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 1312 hereof. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the date of the surrender of such Warrants Warrant Certificates and payment of the Exercise Price. The Warrants shall be immediately exercisableexercisable commencing on the Exercise Date, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer part. If less than all the Warrants represented by a Warrant Certificate are exercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the Warrant Shares issuable on such exercise at any time prior same tenor and for the number of Warrants which were not exercised shall be executed by the Company and delivered to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, Agent and the Warrant Agent is hereby irrevocably authorized to shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and to shall deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 hereof, and Person or Persons entitled to receive the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purposesame. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled canceled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may reasonably request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, the Warrants may be exercised at any time after the date hereof in whole and compliance with any applicable law, the registered Holder shall have the right, from time to time in part until 5:00 p.m.p.m. (ET) on February 23, New York City time on 2008 (the "Expiration Date Date"). Each Warrant, when --------------- exercised in accordance with the terms hereof and upon payment in cash of the exercise price of $22.448 per share (the "Exercise Price") will entitle the -------------- holder thereof to exercise each Warrant for acquire from the Company (and the Company shall issue to such holder of a Warrant) one fully paid and non-assessable Common Share(s) nonassessable share of the Company Company's authorized but unissued Common Stock (subject to adjustment as provided in Section 11). No cash dividend shall be paid to a holder of Warrant Shares issuable upon the exercise of each Warrant and payment Warrants unless such holder was, as of the Exercise Price (as hereinafter defined) then in effectrecord date for the declaration of such dividend, the record holder of such Warrant Shares. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent Register Office of the certificate or certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon together with payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrant is Share then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. For purposes of the foregoing sentence, “fair market value” of the Warrant Shares shall be the Current Market Price of the Warrant Shares on the date immediately preceding the date lieu of payment of the Exercise Price as pursuant to the preceding paragraph, the Warrant holder shall have the right to require the Company to convert the Warrants, in whole or in part and at any time or times (the "Conversion Right"), into shares of Common Stock by surrendering to the Company ---------------- the certificate or certificates evidencing the Warrant to be converted with the form of notice of conversion on the reverse thereof duly filled in and signed. Upon exercise of the Conversion Right, the Company shall deliver to the Warrant holder (without payment by the holder of the Warrant of any Exercise Price) that number of shares of Common Stock which is equal to the quotient obtained by dividing (x) the value of the number of Warrants being exercised at the time the Warrants are exercised (determined by subtracting the procedures set forth in Section 11(e). The exercise of aggregate Exercise Price for all such Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days immediately prior to the Expiration Date, exercise of the Warrants from the aggregate Current Market Price (as defined in Section 11) of that number of Warrant Shares purchasable upon exercise of such Warrants immediately prior to the exercise of the Warrants (taking into account all applicable adjustments pursuant to Section 11) by (y) the Current Market Price of one share of Common Share is greater than the Exercise Price, the Company shall within 5 business days thereafter cause to be given Stock immediately prior to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and cause to be delivered to such Holder a certificate or certificates for the full number of Warrant Shares issuable upon such exercise, as calculated in accordance with this Section 7, unless the Holder elects, by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions of Section 8 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Companycertificate or certificates, and the Company shall promptly transfer issue and deliver with all reasonable dispatch, to or upon the Holder written order of the Warrant holder and in such name or names as the Warrant Certificate holder may designate, a certificate or certificates for the appropriate number of Warrant Shares or, if required by this Warrant Agreement, issuable or other securities or property (including any money) to which such holder is entitled hereunder upon the Holder is entitledexercise of such Warrants, registered or otherwise placed inincluding, or at the Company's option, any cash payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share fractional interests as provided in Section 1312 hereof. Any such Such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person Person so designated to be named therein shall be deemed to have become a Holder holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Company may issue fractional shares of Common Stock upon exercise of any Warrants in accordance with Section 12 hereof. The Warrants shall be immediately exercisableexercisable on or prior to the Expiration Date, at the election of the Holders holders thereof, either at any time in full whole or from time to time in part (in whole shares) and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on exercise of such exercise certificate at any time prior to the date of expiration of the WarrantsExpiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign Company will duly execute and to deliver the required new Warrant Certificate certificate or Certificates certificates pursuant to the provisions of Section 4 and this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose7. All Warrant Certificates certificates surrendered upon exercise of Warrants shall be cancelled canceled by the Warrant AgentCompany. Such cancelled canceled Warrant Certificates certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the CompanyCompany and in accordance with any applicable law. The Warrant Agent Company shall account promptly to the Company in writing with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. In the event that the Company shall purchase or otherwise acquire Warrants, the Company may elect to have the Warrants canceled and retired. The Warrant Agent Company shall keep copies of this Warrant Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders registered Warrant holders during normal business hours and upon reasonable notice at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may requestRegister Office.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, and compliance with any applicable law, the registered Holder Warrant holder shall have the right, which may be exercised commencing at the opening of business on December 30, 1998 and until 5:00 5: 00 p.m., New York City Pacific time on December 29, 2008 to receive from the Expiration Date to exercise each Warrant for Company the number of fully paid and non-assessable Common Share(s) of nonassessable Warrant Shares which the Company upon Warrant holder may at the time be entitled to receive on exercise of each Warrant such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, the Warrant holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as hereinafter defineddefined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant holder. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall mean (i) if the Common Stock is in the over-the-counter market and not in The Nasdaq National Market nor on any national securities exchange, the average of the per share closing bid price on the 30 consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by The Nasdaq Small Cap Market, the applicable bid price referred to in said clause shall be the lowest bid price as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, Inc. or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a share of Common Stock determined by the Company's Board of Directors in good faith. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case in The Nasdaq National Market or on the national securities exchange on which the Common Stock is then listed.. Each Warrant not exercised prior to 5:00 p.m., Pacific time, on December 29, 2008 shall become void and all rights thereunder and all rights in effectrespect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. A Warrant may be exercised upon surrender to the Company at the its principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the exercise price (the 'Exercise Price Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for each the number of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check, check payable to the order of the Company, or (ii) in the manner provided in the first paragraph of this Section 5. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, Upon such that without the exchange surrender of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. For purposes of the foregoing sentence, “fair market value” of the Warrant Shares shall be the Current Market Price of the Warrant Shares on the date immediately preceding the date of and payment of the Exercise Price as determined by the procedures set forth in Section 11(e). The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days prior to the Expiration Date, the Current Market Price of one Common Share is greater than the Exercise Price, the Company shall within 5 business days thereafter cause to be given to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder and in such Holder name or names as the holder may designate, a certificate or certificates for the full number of full Warrant Shares issuable upon the exercise of such exerciseWarrants together with cash as provided in Section 11; provided, as calculated in accordance with this Section 7however, unless the Holder electsthat if any consolidation, merger or lease or sale of assets is proposed to be effected by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, as described in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions subsection (m) of Section 8 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as provided aboveaforesaid, the Warrant Agent shall thereupon promptly notify Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates for the appropriate full number of Warrant Shares or, if required by issuable upon the exercise of such Warrants in the manner described in this Warrant Agreement, other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, sentence together with an amount in cash in lieu of any fraction of a share as provided in Section 1311. Any such Such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be immediately exercisable, at the election of the Holders holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates issued pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purposeSection. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled canceled by the Warrant AgentCompany. Such cancelled canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, and compliance with any applicable law, the registered Holder each Warrant holder shall have the right, until 5:00 p.m.which may be exercised at any time from the date of original issuance thereof and on or prior to the close of business on (i) in the case of the Series A Warrants, New York City time on the Series B Warrants and the Additional Warrants, December 31, 2008, and (ii) in the case of Default Warrants, if any, a date ten years following the issue date thereof (in each case, the "Expiration Date Date") to exercise each Warrant for fully and receive from the Company the number of fully-paid and non-assessable Common Share(s) of nonassessable Warrant Shares which the Company upon holder may at the time be entitled to receive on exercise of each Warrant such Warrants and payment of the Exercise Price (as hereinafter defined) then in effect for such Warrant; provided that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless, at the time of exercise, (A) a registration statement under the Securities Act covering the offer and sale of the Warrant Shares has been filed with, and declared effective by, the Securities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (B) the offer and sale of the Warrant Shares to the Warrant holder are exempt from registration under the Securities Act and the holder of the Warrants, if so requested by the Company, has delivered to the Company an opinion of counsel reasonably satisfactory to the Company and the Warrant Agent to such effect. Each Warrant, when exercised, will entitle the holder thereof to purchase one (1) fully-paid and nonassessable Common Share at the Exercise Price then in effect for such Warrant. The Exercise Price and the number of shares are both subject to adjustment under certain circumstances as provided in Section 2A and Section 15. Each Warrant not exercised prior to the applicable Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. A Warrant may be exercised at any time on or after the date of original issuance thereof upon surrender to the Company at the principal office of the Warrant Agent of the certificate Warrant Certificate or certificates evidencing the Warrant Certificates to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent "eligible guarantor" as defined in the United States or a broker or dealer which is a member of a registered securities exchange or regulations promulgated under the National Association of Securities Dealers, Inc.Exchange Act, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price Price, as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment Upon exercise of any Warrants by a holder of any Note, such holder may, at its option, surrender such Note to the Company, together with written instructions from such holder to apply all or any part of the aggregate Exercise Price unpaid principal amount of such Note or Notes plus accrued and unpaid interest on the amount so applied through the date of such application against the cash payment required upon such exercise, in which case the Company will accept such specified principal amount plus accrued and unpaid interest thereon through the date of such application in satisfaction of a like amount of such payment. Upon any partial application of the unpaid principal of a Note plus accrued and unpaid interest thereon, the Company, at its expense, shall be made in cash forthwith issue and deliver to or by certified or official bank check, payable to upon the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on holder thereof a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value new Note or Notes in principal amount equal to the aggregate Exercise Price that would otherwise have unpaid principal amount of such surrendered Note which has not been applied against such payment, such new Note or Notes to be dated and to bear interest on such unpaid principal amount from the date to which such interest has been paid by the Holder of the Warrant Shares. For purposes of the foregoing sentence, “fair market value” of the Warrant Shares shall be the Current Market Price of the Warrant Shares on the date immediately preceding the date of payment of the Exercise Price as determined by the procedures set forth in Section 11(e). The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days prior to the Expiration Date, the Current Market Price of one Common Share is greater than the Exercise Price, the Company shall within 5 business days thereafter cause to be given to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and cause to be delivered to such Holder a certificate or certificates for the full number of Warrant Shares issuable upon such exercise, as calculated in accordance with this Section 7, unless the Holder elects, by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrantssurrendered Note. Subject to the provisions of Section 8 9 hereof, upon such surrender of Warrants and payment of the Exercise Price therefor, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of whole Warrant Shares issuable upon the exercise of such Warrants together with any cash which may be payable as provided in Section 17 hereof; provided that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in Section 14 hereof, or a tender offer or an exchange offer for Common Shares of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as provided aboveaforesaid, the Warrant Agent shall thereupon promptly notify the CompanyCompany shall, as soon as possible, but in any event not later than two Business Days thereafter, issue and the Company shall promptly transfer cause to be delivered to the Holder of such Warrant Certificate a certificate registered holder thereof or certificates for any person so designated to be named therein the appropriate full number of Warrant Shares or, if required by issuable upon the exercise of such Warrants in the manner described in this Warrant Agreement, other securities or property (including sentence together with any money) to cash which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share payable as provided in Section 1317 hereof. Any such Such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the aggregate Exercise PricePrice therefor. The Warrants shall be immediately exercisable, exercisable at any time on or after the date of original issuance thereof at the election of the Holders holders thereof, either in full or from time to time in part (in whole shares) and, in the event that a certificate evidencing Warrants Warrant Certificate is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the WarrantsExpiration Date, a new certificate Warrant Certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled canceled by the Warrant Agent. Such cancelled canceled Warrant Certificates shall then be disposed of by the Warrant Agent Company in a manner satisfactory to the Companyaccordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Warrant Agreement and the Trust Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders Warrant holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers number of copies of this Warrant Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement, and compliance with any applicable law, the registered each Holder shall have the right, which may be exercised during the period commencing on the date hereof and until 5:00 p.m., New York City time on December 31, 2016, to receive from the Expiration Date to exercise each Warrant for Company the number of fully paid and non-assessable Common Share(s) of nonassessable Warrant Shares which the Company upon Holder may at the time be entitled to receive on exercise of each Warrant such Warrants and payment of the Exercise Price (i) in cash, by wire transfer or by certified or official bank check payable to the order of the Company or (ii) by tendering Warrants as hereinafter definedset forth in Section 3(b), in each case, equal to the Exercise Price for such Warrant Shares. Each Warrant not exercised prior to 5:00 p.m., New York City time, on December 31, 2016 shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. (b) then At the option of the Holder, Warrant Shares to be acquired upon the exercise of the Warrant will be applied automatically to pay the Exercise Price in effectconnection with a cashless exercise of the Warrant in whole or in part. A Any Warrant may be exercised upon surrender Shares transferred to the Company as cashless payment of the Exercise Price under the Warrant shall be valued at the principal office fair value per share, as determined on the day immediately preceding the date the Warrant is presented for exercise in good faith by the Board of Directors, whose determination shall be conclusive. (c) In order to exercise all or any of the Warrants represented by a Warrant Agent of Certificate, the certificate or certificates evidencing Holder must deliver to the Company the Warrant to be exercised with Certificate and the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price Price, which is set forth in the form of Warrant Certificate attached hereto as Exhibit B, for the number of Warrant Shares, as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash cash, by wire transfer or by certified or official bank check, check payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Company or (ii) by tendering Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. For purposes of the foregoing sentence, “fair market value” of the Warrant Shares shall be the Current Market Price of the Warrant Shares on the date immediately preceding the date of payment of the Exercise Price as determined by the procedures set forth in Section 11(e3(b). The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days prior . (d) Subject to the Expiration Dateprovisions of Section 4 hereof, the Current Market Price of one Common Share is greater than the Exercise Priceupon compliance with clauses (a), (b) and (c) above, the Company shall within 5 business days thereafter cause to be given to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and deliver or cause to be delivered promptly, but in any event not later than five business days after such compliance, to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the full number of whole Warrant Shares issuable upon the exercise of such exerciseWarrants, together with cash in lieu of fractional shares as calculated provided in accordance with this Section 77 hereof; provided, unless the Holder electsthat if any consolidation, merger or lease or sale of assets is proposed to be effected by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, as described in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions of Section 8 6(h) hereof, or a tender offer or an exchange offer for shares of Common Stock shall be made, upon such surrender of Warrants and payment of the Exercise Price as provided aboveaforesaid, the Warrant Agent shall thereupon promptly notify Company shall, as soon as possible, but in any event not later than three business days thereafter, deliver or cause to be delivered the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates for the appropriate full number of Warrant Shares or, if required by issuable upon the exercise of such Warrants in the manner described in this Warrant Agreement, sentence or other securities or property (including any money) to which the such Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the samehereunder, together with an amount in cash in lieu of any fraction of a share as provided in Section 137 hereof. Any such Such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person Person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. , and from such date, regardless of when the Company actually mails such certificate, the Holder shall be deemed for all purposes to be the Holder of record of the Warrant Shares deliverable by the Company. (e) The Warrants shall be immediately exercisable, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer part. If less than all the Warrants represented by a Warrant are exercised, such Warrant shall be surrendered and a new Warrant of the Warrant Shares issuable on such exercise at any time prior same tenor and for the number of Warrants which were not exercised shall be executed by the Company and delivered to the date of expiration of the WarrantsHolder, a new certificate evidencing the remaining Warrant registered in such name or Warrants will names as may be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required directed in writing by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. Holder. (f) All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant AgentRegistrar. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent Registrar in a manner satisfactory to the Company. . (g) The Company will reimburse the Holders for all of their reasonable out-of pocket fees and expenses (including attorney’s fees) incurred in connection with any filings required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, in connection with the exercise of the Warrants. (h) So long as the Purchasers hold any Warrants or Warrant Agent Shares, the Company shall account promptly deliver the following information (to the Company with respect to Warrants exercised extent not already provided in the Company’s Securities and concurrently pay Exchange Commission filings) to the Purchasers: (i) within 45 days after the end of each quarter, consolidated and consolidating financial statements, including a balance sheet, statements of the operations of the Company all monies received and each of the Subsidiaries, and statement of income and surplus certified by a Financial Officer of the Company as fairly representing the financial condition of the Company and each of the Subsidiaries as of the end of such period; and (ii) within 90 days of the end of each fiscal year, audited consolidated financial statements prepared in accordance with GAAP and certified by independent public accountants, containing a balance sheet and statement of income and surplus, statement of cash flows and a reconciliation of capital accounts, along with any management letters written by such accountants, together with consolidating schedules of each Subsidiary. (i) If at any time after the date of this Agreement, the Original Term B Lenders (as defined in the Credit Agreement) no longer have the right to appoint directors under the Credit Agreement and so long as the Purchasers hold (i) at least 1,000,000 Warrants or Warrant Agent for Shares, the purchase Company shall permit up to two representatives of the Purchasers (together, the “Designated Board Members” and each individually, a “Designated Board Member”) or (ii) less than 1,000,000 but at least 500,000 Warrants or Warrant Shares, the Company shall permit one representative of the Purchasers, reasonably acceptable to the Company, to be designated to the Board of Directors (at the option of the Purchasers) by Purchasers holding a majority of the Warrant Shares through the (assuming exercise of such all the Warrants). If the Purchasers cease to hold at least (i) 1,000,000 but continue to own 500,000 or more Warrants or Warrant Shares, one of the Designated Board Members will be removed from the Board at the next meeting for election of directors and (ii) 500,000 Warrants or Warrant Shares, the remaining Designated Board Member will be removed from the Board at the next meeting for election of directors. Each Designated Board Member will be elected for a two year term and may be removed from office for cause, including a violation of the Company’s code of ethics. The Company shall use its best efforts to (i) effect the appointment of the Designated Board Members and (ii) prevent the removal or replacement of the Designated Board Members, without cause, without the consent of the Purchasers holding a majority of the Warrant Agent Shares (assuming exercise of all Warrants). Upon the nomination of a new Designated Board Member, the Company may determine if such nominee is reasonably acceptable to the Company. Any previously appointed Designated Board Member who is nominated for re-election shall be deemed to be reasonably acceptable to the Company unless material events which would change such determination by the Company have occurred. The rights under this Section 3(i) shall not be transferrable by the Purchasers (other than to their Affiliates) without the prior written consent of the Company. (j) In the event more than 300,000 Plan Shares are issued by the Company between the date hereof and December 31, 2016, the Company hereby covenants to issue and deliver to the Holders additional Warrants, on identical terms as the Warrants issued herein, in the amount of 17.5% of the Plan Shares in excess of 300,000. Such issuances will be made on a quarterly basis after an event described above occurs. (k) The Company shall keep copies of this Warrant Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders upon reasonable advance written notice and during normal business hours at its office. The Company shall supply the Warrant Agent Holders from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent Holders may reasonably request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this The initial exercise price per share at which Warrant Agreement, and compliance with any applicable law, the registered Holder Shares shall have the right, until 5:00 p.m., New York City time on the Expiration Date to exercise each Warrant for fully paid and non-assessable Common Share(s) of the Company be purchasable upon the exercise of Warrants (the "EXERCISE PRICE") shall be equal to 110% of the fair market value (as defined below) of one share of Common Stock as of the Escrow Release Date (as defined below) for such Warrant. On its respective Escrow Release Date, each Warrant and payment of the Exercise Price (as hereinafter defined) then in effect. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent initially exercisable for the account of the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon shares of Common Stock equal to: 0.15 times the number of shares of Common Stock outstanding on such date on a fully diluted basis (after giving effect to the exercise of its Warrants less that all options, warrants and rights to acquire Common Stock and the conversion of all convertible securities for the maximum number of Warrant Shares having a fair market value equal shares of Common Stock obtainable whether or not such options, warrants or rights are then exercisable or vested and whether or not such convertible securities are then convertible) divided by 150,000; provided, however, that such calculation shall not give effect to issuances of Common Stock made prior to the aggregate Exercise Price that Escrow Release Date if such issuances would otherwise not have been paid by the Holder of the Warrant Sharescaused an adjustment pursuant to Section 11 hereof. For purposes of this paragraph of Section 6, "FAIR MARKET VALUE" shall be (i) if the foregoing sentenceCommon Stock is reported on an interdealer quotation system, “fair market value” the last reported sales price, per share or if there is no reported sales price, the average of the Warrant Shares shall be the Current Market Price last bid and ask per share, of the Warrant Shares Common Stock on the date trading day immediately preceding prior to the date of payment Escrow Release Date, (2) if the Common Stock is listed on a securities exchange, the average of the Exercise Price closing prices of the Company's Common Stock for the five consecutive trading days on the principal securities exchange on which the Common Stock is so listed immediately prior to the Escrow Release Date, or (3) if the Common Stock is not so reported or listed, as reasonably determined by the procedures set forth in Section 11(e)Company's Board of Directors, as supported by an opinion of a nationally recognized investment banking firm. The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days prior to the Expiration Date, the Current Market Price of one Common Share is greater than the Exercise Price, the Company shall within 5 business days thereafter cause to be given to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and cause to be delivered to such Holder a certificate or certificates for the full number of Warrant Shares issuable upon such exercise, as calculated in accordance with this Section 7, unless the Holder elects, by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions of Section 8 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates for the appropriate number of Warrant Shares or, if required by this Warrant Agreement, other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be immediately exercisable, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may request.term "

Terms of Warrants; Exercise of Warrants. (a) Each Warrant not exercised prior to 5:00 p.m., New York City time, on September 10, 2008 (the "Expiration Date") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. (b) Subject to the terms of this Warrant Agreement, the Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part during the period commencing at the opening of business on the Issue Date and compliance with any applicable law, the registered Holder shall have the right, until 5:00 p.m., New York City time on the Expiration Date Date, and shall entitle any Holder thereof to exercise each Warrant for receive from the Company the number of fully paid and non-assessable Common Share(s) of nonassessable Warrant Shares which the Company upon Holder may at the time be entitled to receive on exercise of each Warrant such Warrants and payment of the Exercise Price in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price for such Warrant Shares or by cashless exercise as set forth in subsection (c) below. No adjustments as hereinafter definedto dividends will be made upon exercise of the Warrants. (c) then Subject to the terms of this Agreement, and in effectthe sole discretion of the Company, a Holder may elect to convert Warrants into shares of Common Stock, in which event the Company will issue to the Holder the number of shares of Common Stock equal to the result obtained by (i) subtracting B from A, (ii) dividing the result by A as set forth in the following equation, and (iii) multiplying the result by C: X = (A-B) x C where: ---- A X = the number of shares of Common Stock issuable upon exercise pursuant to this subsection (c). A Warrant may be exercised upon surrender = the Daily Price on the day immediately preceding the date on which the Holder delivers written notice to the Company at pursuant to subsection (d)below. B = the principal office Exercise Price. C = the number of shares of Common Stock as to which the Warrants are then being exercised. If the foregoing calculation results in a negative number, then no shares of Common Stock shall be issued upon exercise pursuant to this subsection (c). (d) In order to exercise all or any of the Warrants, the Holder thereof must deliver to the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with at its Corporate Trust Office (i) such Warrants, (ii) the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be medallion guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer institution which is a member of a registered securities exchange or the National Securities Transfer Association of Securities Dealers, Inc.recognized signature guarantee program, and upon (iii) payment to the Warrant Agent for the account of the Company of the then-current Exercise Price as adjusted as herein provided, (in the manner set forth in subsections (b) or (c) above) for each the number of the Warrant Shares in respect of which such Warrant is then the Warrants are being exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable . (e) Subject to the order provisions of Section 6.01 hereof and upon the Company. In Holder's compliance with the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. For purposes of the foregoing sentence, “fair market value” of the Warrant Shares shall be the Current Market Price of the Warrant Shares on the date immediately preceding the date of payment of the Exercise Price as determined by the procedures provisions set forth in Section 11(e). The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days prior to the Expiration Date, the Current Market Price of one Common Share is greater than the Exercise Pricesubsection (d) above, the Company shall within 5 business days thereafter cause to be given to the Warrant Agent and cause the Warrant Agent to give credit such aggregate number of whole Warrant Shares to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by which the Holder pursuant shall be entitled to the net exercise provisions of this Section 7 and Holder's or its designee's balance account with DTC; provided, however, if the Common Stock is not DTC eligible, the Company will, in accordance with this Section 7, issue and shall deliver or cause to be delivered with all reasonable dispatch, to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the full number of whole Warrant Shares issuable upon such exercise, as calculated in accordance with this Section 7, unless the Holder elects, by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, in which case exercise of such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions of Section 8 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates for the appropriate number of Warrant Shares or, if required by this Warrant Agreement, other securities or property to which such Holder is entitled. (including f) No fractional Warrant Shares are to be issued upon any moneyexercise of a Warrant, but rather cash in lieu of fractional shares shall be delivered to the Holder as provided in Section 6.02 hereof. (g) Upon the Holder's compliance with the provisions set forth in subsection (d) above, such Holder shall be deemed for all corporate purposes to have become the holder of the Warrant Shares with respect to which the Holder is entitledWarrant has been exercised. (h) If less than all the Warrants represented by a Warrant Certificate are exercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not exercised shall be executed by the Company and delivered to the Warrant Agent and the Warrant Agent or the Countersignature Agent, as applicable, shall countersign the new Warrant Certificate, registered or otherwise placed in, or payable to the order of, in such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the new Warrant Shares and any other securities or property (including any money) Certificate to the person Person or persons Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be immediately exercisable, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. . (i) All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. . (j) The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may request.its

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, and compliance with any applicable law, the registered Holder Warrant holder shall have the right, which may be exercised commencing at the opening of business on December 30, 1998 and until 5:00 5: 00 p.m., New York City Pacific time on December 29, 2008 to receive from the Expiration Date to exercise each Warrant for Company the number of fully paid and non-assessable Common Share(s) of nonassessable Warrant Shares which the Company upon Warrant holder may at the time be entitled to receive on exercise of each Warrant such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, the Warrant holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as hereinafter defineddefined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant holder. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall mean (i) if the Common Stock is in the over-the-counter market and not in The Nasdaq National Market nor on any national securities exchange, the average of the per share closing bid price on the 30 consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by The Nasdaq Small Cap Market, the applicable bid price referred to in said clause shall be the lowest bid price as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, Inc. or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a share of Common Stock determined by the Company's Board of Directors in good faith. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case in The Nasdaq National Market or on the national securities exchange on which the Common Stock is then listed.. Each Warrant not exercised prior to 5:00 p.m., Pacific time, on December 29, 2008 shall become void and all rights thereunder and all rights in effectrespect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. A Warrant may be exercised upon surrender to the Company at the its principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the exercise price (the 'Exercise Price Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for each the number of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check, check payable to the order of the Company, or (ii) in the manner provided in the first paragraph of this Section 5. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, Upon such that without the exchange surrender of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. For purposes of the foregoing sentence, “fair market value” of the Warrant Shares shall be the Current Market Price of the Warrant Shares on the date immediately preceding the date of and payment of the Exercise Price as determined by the procedures set forth in Section 11(e). The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days prior to the Expiration Date, the Current Market Price of one Common Share is greater than the Exercise Price, the Company shall within 5 business days thereafter cause to be given to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder and in such Holder name or names as the holder may designate, a certificate or certificates for the full number of full Warrant Shares issuable upon the exercise of such exerciseWarrants together with cash as provided in Section 11; PROVIDED, as calculated in accordance with this Section 7HOWEVER, unless the Holder electsthat if any consolidation, merger or lease or sale of assets is proposed to be effected by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, as described in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions subsection (m) of Section 8 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as provided aboveaforesaid, the Warrant Agent shall thereupon promptly notify Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates for the appropriate full number of Warrant Shares or, if required by issuable upon the exercise of such Warrants in the manner described in this Warrant Agreement, other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, sentence together with an amount in cash in lieu of any fraction of a share as provided in Section 1311. Any such Such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be immediately exercisable, at the election of the Holders holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates issued pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purposeSection. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled canceled by the Warrant AgentCompany. Such cancelled canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement, and compliance with any applicable law, the registered each Holder shall have the right, until which may be exercised at any time and from time to time during the period commencing on the date specified herein as the “Initial Exercise Date” and ending immediately prior to 5:00 p.m., New York City time time, on July 1, 2009 (the Expiration Date “Exercise Period”), to exercise each Warrant for receive from the Company, unless such Holder shall make a Common Stock Purchase Election, the number of fully paid and non-assessable Warrant Shares which the Holder may at the time be entitled to receive upon exercise of such Warrants upon payment, subject to Section 3(f), of the price provided in this Section 3(a), as adjusted from time to time in accordance with Section 7 (the “Exercise Price”), in cash, by wire transfer or by certified or official bank check payable to the order of the Company; provided that Holders holding Warrants shall be able to exercise their Warrants only in accordance with the procedures set forth in this Agreement and the Warrant Certificate and only if (i) a registration statement relating to the exercise of the Warrants and issuance of the Warrant Shares (or, upon a Common Share(sStock Purchase Election, shares of Common Stock) upon such exercise is then effective under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) the exercise of such Warrants and the issuance of the Warrant Shares (or, upon a Common Stock Purchase Election, shares of Common Stock) upon such exercise is exempt from the registration requirements of the Securities Act and such Warrant Shares (or shares of Common Stock, as the case may be) are qualified for sale or exempt from registration or qualification under the applicable securities laws of the states in which the various Holders of the Warrants or other Persons to whom it is proposed that such Warrant Shares (or shares of Common Stock, as the case may be) be issued upon exercise of the Warrants reside. Each Warrant shall be exercisable for the number of shares of Series C Preferred Stock, subject to adjustment in accordance with Section 7, equal to the Series C Preferred Stock Exercise Amount. From and after the Issue Date, the Exercise Price shall be $0.010; provided that the Exercise Price shall increase as of the Initial Exercise Date to the price specified below if the Company shall have attained the amount specified opposite such price as “LTM EBITDA” for the applicable LTM EBITDA measurement period described below: $72.5 million to, but not including, $75.0 million $ 0.125 $75.0 million to, but not including, $77.5 million $ 0.250 $77.5 million to, but not including, $80.0 million $ 0.375 $80.0 million or greater $ 0.500 If the Initial Exercise Date shall be June 30, 2007, LTM EBITDA shall be equal to the sum of the Company’s EBITDA for the Company’s four consecutive fiscal quarters ending on March 31, 2007 and shall be derived from the unaudited condensed consolidated financial statements of the Company for such fiscal quarters prepared on a basis consistent with the Company’s most recent audited condensed consolidated financial statements. If the Initial Exercise Date shall occur before June 30, 2007, LTM EBITDA shall be equal to the product of (x) two and (y) the sum of the Company’s EBITDA for the Company’s two consecutive fiscal quarters ending on the last day of the fiscal quarter immediately preceding the fiscal quarter in which the Initial Exercise Date shall occur and for which condensed consolidated financial statements of the Company are available and shall be derived from the unaudited condensed consolidated financial statements of the Company for such fiscal quarters prepared on a basis consistent with the Company’s most recent audited condensed consolidated financial statements. As soon as reasonably practicable after the Initial Exercise Date, an Officer shall deliver a certificate to the Warrant Agent that shall set forth the applicable LTM EBITDA and, if applicable, the increased Exercise Price. Notwithstanding this Section 3(a) or any other provision of this Agreement or any Warrant to the contrary, upon the exercise of each Warrant and any Warrants, the Company shall receive payment of the Exercise Price in an amount not less than the par value of the shares of Series C Preferred Stock issuable upon such exercise. Each Warrant not exercised prior to 5:00 p.m., New York City time, on July 1, 2009 (the “Expiration Date”) shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as hereinafter definedof such time. (b) then in effect. A Warrant may be exercised upon surrender In order to exercise all or any of the Company at Warrants to purchase shares of Series C Preferred Stock, the principal office of Holder thereof must deliver to the Warrant Agent of the certificate or certificates evidencing at its office set forth in Section 11 (i) the Warrant to be exercised with Certificate (in the case of Definitive Warrants), (ii) the form of election to purchase shares of Series C Preferred Stock on the reverse thereof duly and properly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon (iii) subject to Section 3(f), payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided, for each the number of the Warrant Shares in respect of which such Warrant is Warrants are then exercised, as provided in Section 3(a). Payment In connection with the exercise of any of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any fundsWarrants, the Holder receives that thereof may elect (such an election, a “Common Stock Purchase Election”), in lieu of exercising such Warrants to purchase shares of Series C Preferred Stock, to purchase the number of shares of Common Stock into which the shares of Series C Preferred Stock otherwise issuable upon the exercise of such Warrants would be convertible pursuant to the Series C Certificate of Designation as of the date of exercise of such Warrants. In order to exercise all or any of the Warrants pursuant to a Common Stock Purchase Election, the Holder thereof must deliver to the Warrant Shares otherwise Agent at its office set forth in Section 11 (i) the Warrant Certificate (in the case of Definitive Warrants), (ii) the form of election to purchase shares of Common Stock on the reverse thereof duly and properly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and (iii) subject to Section 3(f), payment to the Warrant Agent for the account of the Company of the Exercise Price for the number of shares of Series C Preferred Stock that would have been issuable upon exercise of its such Warrants less that number if the Holder thereof had not made a Common Stock Purchase Election. If and when the context shall so require, any reference in this Agreement or any Warrant to the exercise of any Warrant for shares of Series C Preferred Stock, or to the rights and obligations of the Company, the Warrant Agent or any Holder with respect to the issuance of Warrant Shares having a fair market value equal Shares, also shall be deemed, mutatis mutandis, to refer to the aggregate Exercise Price that would otherwise have been paid by exercise of such Warrant for shares of Common Stock and to the Holder rights and obligations of the Company, the Warrant Shares. For purposes Agent and such Holder with respect to the issuance of such shares of Common Stock; provided that any adjustment pursuant to Section 7 shall apply solely in respect of the foregoing sentenceSeries C Preferred Stock and not the Common Stock. (c) If, “fair market value” at the time of the surrender of a beneficial interest in any Restricted Global Warrant or a Restricted Definitive Warrant in connection with any exercise of such Warrant, such exercise and the issuance of the Warrant Shares (or, upon a Common Stock Purchase Election, shares of Common Stock) issuable upon such exercise shall not be registered under the Securities Act, it shall be a condition to such exercise and the Current Market Price issuance of the such Warrant Shares on (or shares of Common Stock, as the date immediately preceding case may be) that (i) the date Holder of payment such Warrant furnish to the Company an investment letter substantially in the form of Exhibit B hereto and (ii) the Exercise Price Holder or each other Person to whom it is proposed that such Warrant Shares (or shares of Common Stock, as determined by the procedures set forth case may be) be issued qualify as an “accredited investor” as defined in Section 11(e)Rule 501(a) of Regulation D under the Securities Act. The exercise of Warrants by Holders of beneficial interest Company may waive compliance with such condition, in Global Warrants shall be effected whole or in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days prior to the Expiration Datepart, the Current Market Price of one Common Share is greater than the Exercise Pricein its sole discretion, including, without limitation, if the Company shall within 5 business days thereafter cause determine that it may effect the proposed issuance in compliance with Regulation S under the Securities Act without unreasonable effort or expense. (d) Subject to be given to the provisions of Section 10, upon specific written instruction from the Company, the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and shall deliver or cause to be delivered to with all reasonable dispatch, in such name or names as the Holder may designate in writing, a certificate or certificates for the full number of whole Warrant Shares (or, upon a Common Stock Purchase Election, the number of whole shares of Common Stock) issuable upon such exercise, as calculated in accordance with this Section 7, unless exercise of the Warrants delivered by the Holder elects, by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such timefor exercise. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions of Section 8 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a Such certificate or certificates for the appropriate number of Warrant Shares or, if required by this Warrant Agreement, other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person Person so designated to be named therein shall be deemed to have become a Holder holder of record of such Warrant Shares (or shares of Common Stock, as the case may be) as of the date of the surrender of such Warrants and and, subject to Section 3(f), payment of the Exercise Price. ; provided, however, that if such Person would be so deemed to have become a holder of record of Warrant Shares as of a date of record referred to in Section 7(a) or 7(b), then, notwithstanding the foregoing, such Person shall be deemed to have become a holder of record of such Warrant Shares on the first Business Day immediately following such date of record. (e) The Warrants shall be immediately exercisable, at the election of the Holders thereof, either in full or from time to time in part andpart, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior provided that, subject to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates adjustment pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may request.to

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, and compliance with any applicable law, the registered Holder Warrant holder shall have the right, which may be exercised commencing at the opening of business on January 30, 1998 and until 5:00 p.m., New York City Pacific time on January 29, 2001 to receive from the Expiration Date to exercise each Warrant for Company the number of fully paid and non-assessable Common Share(s) of nonassessable Warrant Shares which the Company upon Warrant holder may at the time be entitled to receive on exercise of each Warrant such Warrants and payment of the Exercise Price (as hereinafter defined) then in effecteffect for such Warrant Shares. In the alternative, the Warrant holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate current market price at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant holder. For purposes of the foregoing sentence, "current market price" of the Warrant Shares will be determined in the manner set forth in Section 10(d) hereof. Each Warrant not exercised prior to 5:00 p.m., Pacific time, on January 29, 2001 shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. A Warrant may be exercised upon surrender to the Company at the its principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the exercise price (the "Exercise Price Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for each the number of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check, check payable to the order of the Company, or (ii) in the manner provided in the first paragraph of this Section 5. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, Upon such that without the exchange surrender of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. For purposes of the foregoing sentence, “fair market value” of the Warrant Shares shall be the Current Market Price of the Warrant Shares on the date immediately preceding the date of and payment of the Exercise Price as determined by the procedures set forth in Section 11(e). The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days prior to the Expiration Date, the Current Market Price of one Common Share is greater than the Exercise Price, the Company shall within 5 business days thereafter cause to be given to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder and in such Holder name or names as the holder may designate, a certificate or certificates for the full number of full Warrant Shares issuable upon the exercise of such exerciseWarrants together with cash as provided in Section 11; provided, as calculated in accordance with this Section 7however, unless the Holder electsthat if any consolidation, merger or lease or sale of assets is proposed to be effected by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, as described in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions subsection (m) of Section 8 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as provided aboveaforesaid, the Warrant Agent shall thereupon promptly notify Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates for the appropriate full number of Warrant Shares or, if required by issuable upon the exercise of such Warrants in the manner described in this Warrant Agreement, other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, sentence together with an amount in cash in lieu of any fraction of a share as provided in Section 1311. Any such Such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be immediately exercisable, at the election of the Holders holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates issued pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purposeSection. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant AgentCompany. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, the Warrants may be exercised at any time after the date hereof and compliance with any applicable law, prior to the registered Holder shall have the right, until 5:00 p.m., New York City time close of business on the Expiration Date Date; provided, however, that holders of Warrants will be able to exercise each their Warrants only if the exercise of such Warrants is exempt from the registration requirements of the Securities Act, and the Warrant Shares are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such holders reside. Each Warrant, when exercised in accordance with the terms hereof and upon payment in cash (or by tendering the Notes, as provided in the next succeeding paragraph) of the exercise price of $3.00 (as adjusted pursuant to Section 11(n)) per share for the Common Stock (the “Exercise Price”) will entitle the holder thereof to acquire from the Company (and the Company shall issue to such holder of a Warrant) one fully paid and non-assessable Common Share(s) nonassessable share of each of the Company Company’s authorized but unissued Common Stock (subject to adjustment as provided in Section 11). No cash dividend shall be paid to a holder of Warrant Shares issuable upon the exercise of each Warrant and payment Warrants unless such holder was, as of the Exercise Price (as hereinafter defined) then in effectrecord date for the declaration of such dividend, the record holder of such Warrant Shares. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent Register Office of the certificate or certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon together with payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided, for each Warrant Share issuable upon the exercise of such Warrants. To the extent any holder of a Warrant Shares in respect of which surrenders with such Warrant is any Note then exercised. Payment held by such holder, such holder shall be deemed to have paid that portion of the aggregate Exercise Price for all Warrant Shares then exercised equal to 100% of that portion of the Accreted Value (as defined in the Indenture) of such Note that the holder thereof directs the Company to accept as payment of such aggregate Exercise Price, which Note shall be made in cash or cancelled and not reissued. To the extent the Accreted Value of such tendered Note is greater than the aggregate amount of the Exercise Price for all Warrant Shares then exercised paid by certified or official bank checksurrender thereof, payable the Company shall deliver a new Note to the order tendering holder thereof, in accordance with the provisions of the Company. In Indenture, dated the alternativedate of the original issuance of the tendered Note, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without in the exchange of any funds, face amount which bears the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal same proportion to the aggregate Exercise Price that would otherwise have been paid by face amount of such tendered Note immediately prior to such redemption as the Holder unredeemed portion of the Warrant SharesAccreted Value of such tendered Note bears to the Accreted Value of such tendered Note immediately prior to such redemption. For purposes At the time of the foregoing sentence, “fair market value” issuance of the Warrant Shares shall be pursuant to the Current Market Price exercise of the Warrant Shares Warrants by any holder, the Company shall pay all accrued and unpaid interest on any Note of such holder cancelled pursuant to this paragraph up to but excluding the date immediately preceding the date of such issuance. In lieu of payment of the Exercise Price as pursuant to the preceding paragraph, the Warrant holder shall have the right to require the Company to convert the Warrants, in whole or in part and at any time or times (the “Conversion Right”), into Warrant Shares by surrendering to the Company the certificate or certificates evidencing the Warrant to be converted with the form of notice of conversion on the reverse thereof duly filled in and signed. Upon exercise of the Conversion Right, the Company shall deliver to the Warrant holder (without payment by the holder of the Warrant of any Exercise Price) that number of Warrant Shares which is equal to the quotient obtained by dividing (x) the value of the number of Warrants being exercised at the time the Warrants are exercised (determined by subtracting the procedures set forth in Section 11(e). The exercise of aggregate Exercise Price for all such Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days immediately prior to the Expiration Date, exercise of the Warrants from the aggregate Current Market Price (determined pursuant to Section 11(f)) of that number of Warrant Shares purchasable upon exercise of such Warrants immediately prior to the exercise of the Warrants (taking into account all applicable adjustments pursuant to Section 11) by (y) the Current Market Price of one share of Common Share is greater than the Exercise Price, the Company shall within 5 business days thereafter cause to be given Stock immediately prior to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and cause to be delivered to such Holder a certificate or certificates for the full number of Warrant Shares issuable upon such exercise, as calculated in accordance with this Section 7, unless the Holder elects, by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions of Section 8 hereof8, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Companycertificate or certificates, and the Company shall promptly transfer issue and deliver with all reasonable dispatch, to or upon the Holder written order of the Warrant holder and in such name or names as the Warrant Certificate holder may designate, a certificate or certificates for the appropriate number of Warrant Shares or, if required by this Warrant Agreement, issuable or other securities or property (including any money) to which such holder is entitled hereunder upon the Holder is entitledexercise of such Warrants, registered or otherwise placed inincluding, or at the Company’s option, any cash payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share fractional interests as provided in Section 13. Any such Such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person Person so designated to be named therein shall be deemed to have become a Holder holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Company may issue fractional shares of Common Stock upon exercise of any Warrants in accordance with Section 13. The Warrants shall be immediately exercisable, at the election of the Holders holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time on or prior to the date of expiration of the WarrantsExpiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign Company will duly execute and to deliver the required new Warrant Certificate certificate or Certificates certificates pursuant to the provisions of Section 4 and this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose7. All Warrant Certificates certificates surrendered upon exercise of Warrants shall be cancelled canceled by the Warrant AgentCompany. Such cancelled canceled Warrant Certificates certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the CompanyCompany and in accordance with any applicable law. The Warrant Agent Company shall account promptly to the Company in writing with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. In the event that the Company shall purchase or otherwise acquire Warrants, the Company may elect to have the Warrants canceled and retired. The Warrant Agent Company shall keep copies of this Warrant Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders registered Warrant holders during normal business hours and upon reasonable notice at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may requestRegister Office.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, and compliance with any applicable law, the registered Holder shall have the right, until 5:00 p.m., New York City time on the Expiration Date to exercise each Warrant for fully paid and non-assessable Common Share(s) of the Company upon the exercise of each Warrant and payment of the Exercise Price (as hereinafter defined) then in effect. A Warrant may be exercised at any time on or after 180 days from the date of original issuance thereof upon surrender to the Company at the principal office of the Warrant Agent of the certificate Warrant Certificate or certificates evidencing the Warrant Certificates to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent "eligible guarantor" as defined in the United States or a broker or dealer which is a member of a registered securities exchange or regulations promulgated under the National Association of Securities Dealers, Inc., Exchange Act and upon payment to the Warrant Agent for the account of the Company of the Exercise Price Price, as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made in the form of cash or by a certified or official bank check, or bank cashier's check payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal Subject to the aggregate Exercise Price that would otherwise have been paid by the Holder provisions of the Warrant Shares. For purposes Section 9 hereof, upon such surrender of the foregoing sentence, “fair market value” of the Warrant Shares shall be the Current Market Price of the Warrant Shares on the date immediately preceding the date of Warrants and payment of the Exercise Price as determined by the procedures set forth in Section 11(e). The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day which is 60 days prior to the Expiration Date, the Current Market Price of one Common Share is greater than the Exercise Price, the Company shall within 5 business days thereafter cause to be given to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder and in such Holder name or names as the Warrant holder may designate, a certificate or certificates for the full number of whole Warrant Shares issuable upon the exercise of such exerciseWarrants together with any cash which may be payable as provided in Section 17 hereof; provided that if any consolidation, as calculated in accordance with this Section 7, unless the Holder elects, merger or lease or sale of assets is proposed to be effected by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, as described in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions of Section 8 14 hereof, or a tender offer or an exchange offer for Common Shares of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as provided aboveaforesaid, the Warrant Agent shall thereupon promptly notify the CompanyCompany shall, as soon as possible, but in any event not later than two Business Days thereafter, issue and the Company shall promptly transfer cause to be delivered to the Holder of such Warrant Certificate a certificate registered holder thereof or certificates for any person so designated to be named therein the appropriate full number of Warrant Shares or, if required by issuable upon the exercise of such Warrants in the manner described in this Warrant Agreement, other securities or property (including sentence together with any money) to cash which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share payable as provided in Section 1317 hereof. Any such Such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the aggregate Exercise Price. The Warrants No fractional shares shall be immediately exercisable, at the election issued upon exercise of the Holders thereof, either any Warrants in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to accordance with Section 17 hereof. deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled canceled by the Warrant Agent. Such cancelled canceled Warrant Certificates shall then be disposed of by the Warrant Agent Company in a manner satisfactory to the Companyaccordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders Warrant holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may request.