Common use of Anti-Dilution and Adjustment Provisions Clause in Contracts

Anti-Dilution and Adjustment Provisions. The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time beginning on the date of issue of this Warrant, as hereinafter provided: (1) In case the Company shall issue Common Stock as a dividend upon Common Stock or in payment of a dividend thereon or shall subdivide the number of outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for the determination of stockholders entitled to receive such dividend or be subject to such subdivision or contraction, to the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Price in effect immediately prior to the close of business on such record date by the number of shares of Common Stock outstanding prior to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contraction. (2) If any capital reorganization or reclassification of the capital stock of the Company (other than as set forth in subsection (1) of this Section (f)), or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected, then, lawful and adequate provision shall be made whereby the holder of each Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable or payable with respect to or in exchange for the Purchasable Shares had they been purchased immediately before such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interest of the Holder to the end that the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (3) Upon each adjustment of the Exercise Price pursuant to subsection (1) of this Section (f), the number of shares of Common Stock specified in each Warrant shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Price in effect after such adjustment. (4) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Common Stock and Exercise Price as are stated in similar Warrants previously issued. (5) If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to March 19, 2002, the number of shares issuable upon exercise of the Warrant (the "Original Warrant Shares") shall be reduced by an amount equal to one-third of the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant Shares. In the event of any such reduction, the Company shall cancel the existing Warrant and issue a new Warrant representing the reduced number of shares issuable upon exercise of the Warrant. (6) The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section (f) and a certificate signed by such firm shall be conclusive evidence of any computation made under this Section (f). (7) Whenever there is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in this Section (f), the Company shall (i) promptly file in the custody of its Secretary or Assistant Secretary a certificate signed by the Chairman of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, setting forth the facts requiring such adjustment and the number and kind of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a Warrant. (8) The Exercise Price and the number of shares issuable upon exercise of this Warrant shall not be adjusted except in the manner and only upon the occurrence of the events heretofore specifically referred to in this Section (f). (9) The Board of Directors of the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase the number of shares of Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each Warrant.

Anti-Dilution and Adjustment Provisions. The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time beginning on the date of issue of this Warrant, as hereinafter provided: (1) In case the Company shall issue Common Stock as a dividend upon Common Stock or in payment of a dividend thereon or shall subdivide the number of outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for the determination of stockholders entitled to receive such dividend or be subject to such subdivision or contraction, to the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Price in effect immediately prior to the close of business on such record date by the number of shares of Common Stock outstanding prior to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contraction. (2) If any capital reorganization or reclassification of the capital stock of the Company (other than as set forth in subsection (1) of this Section (f)), or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected, then, lawful and adequate provision shall be made whereby the holder of each Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable or payable with respect to or in exchange for the Purchasable Shares had they been purchased immediately before such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interest of the Holder to the end that the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (3) Upon each adjustment of the Exercise Price pursuant to subsection (1) of this Section (f), the number of shares of Common Stock specified in each Warrant shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Price in effect after such adjustment. (4) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Common Stock and Exercise Price as are stated in similar Warrants previously issued. (5) If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to March 19, 2002, the number of shares issuable upon exercise of the Warrant (the "Original Warrant Shares") shall be reduced by an amount equal to one-third of the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant Shares. In the event of any such reduction, the Company shall cancel the existing Warrant and issue a new Warrant representing the reduced number of shares issuable upon exercise of the Warrant. (6) The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section (f) and a certificate signed by such firm shall be conclusive evidence of any computation made under this Section (f)) absent manifest error. (76) Whenever there is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in this Section (f), the Company shall (i) promptly file in the custody of its Secretary or Assistant Secretary a certificate signed by the Chairman of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, setting forth the facts requiring such adjustment and the number and kind of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a Warrant. (8) 7) The Exercise Price and the number of shares issuable upon exercise of this Warrant shall not be adjusted except in the manner and only upon the occurrence of the events heretofore specifically referred to in this Section (f). (9) 8) The Board of Directors of the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase the number of shares of Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each Warrant.

Anti-Dilution and Adjustment Provisions. (a) The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant Conversion Factor shall be subject to adjustment from time to time beginning on adjusted in the date of issue of this Warrant, as hereinafter provided: event that the General Partner (1i) In case the Company shall issue Common Stock as declares or pays a dividend upon Common Stock on its outstanding Shares in Shares or makes a distribution to all holders of its outstanding Shares in payment Shares, (ii) subdivides its outstanding Shares, or (iii) combines its outstanding Shares into a smaller number of Shares. The Conversion Factor shall be adjusted by multiplying the Conversion Factor by a dividend thereon or fraction, the numerator of which shall subdivide be the number of Shares issued and outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time) and the determination denominator of which shall be the actual number of Shares (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) If at any time the General Partner grants to its stockholders any right to subscribe pro rata for additional securities of the General Partner, whether Common Stock or other classifications, or for any other securities or interests that Contributing Partners would have been entitled to receive such dividend or be subject to such subdivision or contractionsubscribe for if, to the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Price in effect immediately prior to such grant, Contributing Partners had exercised their Redemption Rights and received the close Share Purchase Price in payment thereof, in lieu of business on such record date by any adjustment under any other subsection of this Section 6 or other provision of this Agreement, then the number of shares of Common Stock outstanding General Partner also shall grant to Contributing Partners the same subscription rights that Contributing Partners would be entitled to if Contributing Partners had exercised their Redemption Rights in full and received the Share Purchase Price in satisfaction thereof prior to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contractiongrant. (2c) If any capital reorganization or reclassification Upon the occurrence of a Major Transaction Event where at least one-half of the capital stock value (as determined in good faith by the General Partner) of the Company (other than as set forth in subsection (1) of this Section (f)), or consolidation or merger consideration received by the stockholders of the Company General Partner in connection with another corporationsuch Major Transaction Event is in the form of securities in a successor entity, or the sale of all or substantially all of its assets General Partner shall cause effective provision to another corporation shall be effected, then, lawful and adequate provision shall be made whereby so that, upon exercise of the holder Redemption Rights and payment of each Warrant the Purchase Price by means of the Share Purchase Price, Unitholders shall thereafter have the right thereafter to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and acquire, in lieu of the Shares which would have been surrendered therefor, the kind and amount of shares of Common Stock stock and other securities and property (and the provisions contained in Section 4.1 shall apply to the extent that such securities are of a class of securities of the Company immediately theretofore purchasable General Partner or its successor that are registered under the Exchange Act) and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable interests as would be issued or payable with respect to or in exchange for the Purchasable number of Shares constituting the Share Purchase Price as if such Redemption Rights had they been purchased exercised and the General Partner had satisfied the Redemption Rights by delivery of the Share Purchase Price immediately before such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interest of the Holder to the end that the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchaseMajor Transaction Event. (3d) Upon each adjustment of the Exercise Price pursuant to subsection (1) of this Section (f), the number of shares of Common Stock specified in each Warrant shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Price in effect after such adjustment. (4) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Common Stock and Exercise Price as are stated in similar Warrants previously issued. (5) If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to March 19, 2002, the number of shares issuable upon exercise of the Warrant (the "Original Warrant Shares") shall be reduced by an amount equal to one-third of the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant Shares. In the event of any other Major Transaction Event, each Unitholder shall be entitled to exercise the Redemption Rights in full prior to the consummation of such reductionMajor Transaction Event, and, with respect to any Shares acquired upon exercise thereof, shall be entitled to all of the rights of the other holders of Shares with respect to any distribution by the General Partner (or the other party to such Major Transaction Event) in connection with such Major Transaction Event. If not exercised within forty-five days after written notice from the General Partner of such Major Transaction Event or such shorter period between the date of such notice and the effective date of such Major Transaction Event, the Company Redemption Rights shall cancel terminate at the existing Warrant and issue a new Warrant representing expiration of such period, but the reduced number of shares issuable upon exercise of the WarrantRedemption Rights shall be revived if such Major Transaction Event is not consummated. (6e) The Company may, at its sole option, retain Partnership shall give written notice of any Major Transaction Event promptly after such Major Transaction is announced to the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section public. (f) and a certificate signed by such firm shall be conclusive evidence The provisions of any computation made under this Section (f)6 shall apply to successive events that may occur from time to time but only shall apply to a particular event if it occurs prior to the exercise in full of the Redemption Rights or the liquidation of the Partnership. Nothing contained herein shall prevent or otherwise limit the liquidation of the Partnership pursuant to the Partnership Agreement, as amended from time to time. (7g) Whenever there the Conversion Factor is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, adjusted as provided in this Section (f)herein provided, the Company General Partner shall (i) promptly file compute the adjusted Conversion Factor in the custody of its Secretary or Assistant Secretary accordance with Section 6 and shall prepare a certificate signed by the Chairman chief financial officer of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, General Partner setting forth the adjusted Conversion Factor and showing in reasonable detail the facts requiring upon which such adjustment is based, and such certificate shall forthwith be filed at the number and kind of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a Warrant. (8) The Exercise Price and the number of shares issuable upon exercise of this Warrant shall not be adjusted except in the manner and only upon the occurrence offices of the events heretofore specifically referred to in this Section (f)General Partner. (9) The Board of Directors of the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase the number of shares of Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each Warrant.

Anti-Dilution and Adjustment Provisions. (a) The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant Conversion Factor shall be subject to adjustment from time to time beginning on adjusted in the date of issue of this Warrant, as hereinafter provided: event that the General Partner (1i) In case the Company shall issue Common Stock as declares or pays a dividend upon Common Stock or distribution on its outstanding Shares in payment Shares or makes a distribution to all holders of its outstanding Shares in Shares, (ii) subdivides its outstanding Shares, or (iii) combines its outstanding Shares into a dividend thereon or smaller number of Shares. In such event, the Conversion Factor shall subdivide be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of Shares issued and outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time) and the determination denominator of stockholders which shall be the actual number of Shares (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the opening of business on the day next following the record date, if any, for such event. (b) If at any time the holders of Shares are entitled to any right (a "Right") to subscribe pro rata for additional securities of the General Partner, whether Preferred Stock or other classifications, or for any other securities or interests that a Contributing Party would have been entitled to subscribe for if, immediately prior to such grant, such Contributing Party had exercised its Redemption Rights and received the Share Purchase Price in payment thereof, in lieu of any adjustment under any other subsection of this Section 6 or other provision of this Agreement and except to the extent that provision otherwise has been made for such Contributing Party to receive such dividend Right, such Contributing Party also shall receive from the General Partner, prior to or be subject concurrent with the time such Right becomes exercisable, the same Right that such Contributing Party would have been entitled to if such subdivision or contraction, to Contributing Party had exercised its Redemption Rights in full and received the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Share Purchase Price in effect satisfaction thereof immediately prior to the close time holders of business on such record date by the number of shares of Common Stock outstanding prior Shares became entitled to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contractionRight. (2c) If any capital reorganization or reclassification Upon the occurrence of a Major Transaction Event, the General Partner shall cause effective provision to be made so that, upon exercise of the capital stock Redemption Rights by any Contributing Party and the election of the Company (other than as set forth in subsection (1) of this Section (f)), or consolidation or merger General Partner to pay the Purchase Price at any time following such Major Transaction Event by means of the Company with another corporationShare Purchase Price, or the sale of all or substantially all of its assets to another corporation such Contributing Party shall be effected, then, lawful and adequate provision shall be made whereby the holder of each Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and acquire, in lieu of the Shares which otherwise would have been issued to such Contributing Party, the kind and amount of shares of Common Stock stock and other securities and property (and the provisions contained in Section 4.1 shall apply anew to the extent that such securities are of a class of securities of the Company immediately theretofore purchasable General Partner or its successor that are registered under the Exchange Act) and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable interests as would be issued or payable with respect to or in exchange for the Purchasable number of Shares constituting the Share Purchase Price as if such Redemption Rights had they been purchased exercised and the General Partner had satisfied the Redemption Rights by delivery of the Share Purchase Price immediately before such reorganizationMajor Transaction Event. (d) The Partnership shall give written notice to Contributing Parties of any Major Transaction Event promptly after such Major Transaction is announced to the public. (e) Notwithstanding anything to the contrary contained herein, reclassification, consolidation, merger or sale, and the adjustment provisions contained in any such case appropriate provision this Agreement shall be applied so that there is no duplication of adjustments made with respect pursuant to any other document. The provisions of this Section 6 shall apply to successive events that may occur from time to time but only shall apply to a particular event if it occurs prior to the rights and interest exercise in full of the Holder Redemption Rights or the liquidation of the Partnership. Nothing contained herein shall prevent or otherwise limit the liquidation of the Partnership pursuant to the end that Partnership Agreement, as amended from time to time. (f) Whenever the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable Conversion Factor is adjusted as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereofherein provided, the successor corporation (if other than General Partner shall compute the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, adjusted Conversion Factor in accordance with the foregoing provisions, the Holder may be entitled to purchase. (3) Upon each adjustment of the Exercise Price pursuant to subsection (1) of this Section (f), the number of shares of Common Stock specified in each Warrant 6 and shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Price in effect after such adjustment. (4) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Common Stock and Exercise Price as are stated in similar Warrants previously issued. (5) If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to March 19, 2002, the number of shares issuable upon exercise of the Warrant (the "Original Warrant Shares") shall be reduced by an amount equal to one-third of the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant Shares. In the event of any such reduction, the Company shall cancel the existing Warrant and issue a new Warrant representing the reduced number of shares issuable upon exercise of the Warrant. (6) The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section (f) and a certificate signed by such firm shall be conclusive evidence of any computation made under this Section (f). (7) Whenever there is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in this Section (f), the Company shall (i) promptly file in the custody of its Secretary or Assistant Secretary prepare a certificate signed by the Chairman chief financial officer of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, General Partner setting forth the adjusted Conversion Factor and showing in reasonable detail the facts requiring upon which such adjustment is based, and such certificate shall forthwith be filed at the number and kind of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a Warrant. (8) The Exercise Price and the number of shares issuable upon exercise of this Warrant shall not be adjusted except in the manner and only upon the occurrence offices of the events heretofore specifically referred to in this Section (f)General Partner. (9) The Board of Directors of the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase the number of shares of Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each Warrant.

Anti-Dilution and Adjustment Provisions. (a) The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant Conversion Factor shall be subject to adjustment from time to time beginning on adjusted in the date of issue of this Warrant, as hereinafter provided: event that the General Partner (1i) In case the Company shall issue Common Stock as declares or pays a dividend upon Common Stock or distribution on its outstanding Shares in payment Shares or makes a distribution to all holders of its outstanding Shares in Shares, (ii) subdivides its outstanding Shares, or (iii) combines its outstanding Shares into a dividend thereon or smaller number of Shares. In such event, the Conversion Factor shall subdivide be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of Shares issued and outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time) and the determination denominator of stockholders which shall be the actual number of Shares (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or combination. Any adjustment to the Conversion Factor pursuant to the immediately preceding sentence shall become effective immediately after the effective date of such event retroactive to the opening of business on the day next following the record date, if any, for such event. In addition, the Conversion Factor shall be adjusted in the event that the Partnership (i) declares or pays a dividend or distribution on its outstanding Common Units in Common Units, (ii) subdivides its outstanding Common Units, or (iii) combines its outstanding Common Units into a smaller number of Common Units. In such event, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the actual number of Common Units issued and outstanding on the record date for such dividend, distribution, subdivision or combination (determined without the below assumption) and the denominator of which shall be the number of Common Units issued and outstanding on such record date (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time). Any adjustment to the Conversion Factor pursuant to the immediately preceding sentence shall become effective on the effective date of such event retroactive to the record date, if any, for such event. (b) If at any time the holders of Common Stock are entitled to any right (a "Right") to subscribe pro rata for additional securities of the General Partner, whether Common Stock or other classifications, or for any other securities or interests that a Contributing Party would have been entitled to subscribe for if, immediately prior to such grant, such Contributing Party had exercised its Redemption Rights and received the Share Purchase Price in payment thereof, in lieu of any adjustment under any other subsection of this Section 6 or other provision of this Agreement and except to the extent that provision otherwise has been made for such Contributing Party to receive such dividend Right or be subject adjustment has been made in respect thereof under the Series B Preferred Unit Designation or otherwise, such Contributing Party also shall receive from the General Partner, prior to or concurrent with the time such subdivision or contractionRight becomes exercisable, the same Right that such Contributing Party would have been entitled to if such Contributing Party had exercised its Redemption Rights in full and received the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Share Purchase Price in effect satisfaction thereof immediately prior to the close of business on such record date by the number of shares time holders of Common Stock outstanding prior became entitled to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contractionRight. (2c) If any capital reorganization or reclassification Upon the occurrence of a Major Transaction Event, the General Partner shall cause effective provision to be made so that, upon full conversion of the capital stock Series B Preferred Units of such Contributing Party into Common Units, exercise of the Company (other than as set forth Redemption Rights by such Contributing Party in subsection (1) of this Section (f)), or consolidation or merger respect thereof and the election of the Company with another corporationGeneral Partner to pay the Purchase Price at any time following such Major Transaction Event by means of the Share Purchase Price, or the sale of all or substantially all of its assets to another corporation such Contributing Party shall be effected, then, lawful and adequate provision shall be made whereby the holder of each Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and acquire, in lieu of the Shares which otherwise would have been issued to such Contributing Party, the kind and amount of shares of Common Stock stock and other securities and property (and the provisions contained in Section 4.1 shall apply anew to the extent that such securities are of a class of securities of the Company immediately theretofore purchasable General Partner or its successor that are registered under the Exchange Act) and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable interests as would be issued or payable with respect to or in exchange for the Purchasable number of Shares constituting the Share Purchase Price as if all Series B Preferred Units of such Contributing Party had they been purchased converted into Common Units, such Redemption Rights had been exercised and the General Partner had satisfied the Redemption Rights by delivery of the Share Purchase Price immediately before such reorganizationMajor Transaction Event. (d) The Partnership shall give written notice to Contributing Parties of any Major Transaction Event promptly after such Major Transaction is announced to the public. (e) Notwithstanding anything to the contrary contained herein, reclassification, consolidation, merger or sale, and the adjustment provisions contained in any such case appropriate provision this Agreement shall be applied so that there is no duplication of adjustments made with respect pursuant to any other document. The provisions of this Section 6 shall apply to successive events that may occur from time to time but only shall apply to a particular event if it occurs prior to the rights and interest exercise in full of the Holder Redemption Rights or the liquidation of the Partnership. Nothing contained herein shall prevent or otherwise limit the liquidation of the Partnership pursuant to the end that Partnership Agreement, as amended from time to time. (f) Whenever the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable Conversion Factor is adjusted as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereofherein provided, the successor corporation (if other than General Partner shall compute the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, adjusted Conversion Factor in accordance with the foregoing provisions, the Holder may be entitled to purchase. (3) Upon each adjustment of the Exercise Price pursuant to subsection (1) of this Section (f), the number of shares of Common Stock specified in each Warrant 6 and shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Price in effect after such adjustment. (4) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Common Stock and Exercise Price as are stated in similar Warrants previously issued. (5) If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to March 19, 2002, the number of shares issuable upon exercise of the Warrant (the "Original Warrant Shares") shall be reduced by an amount equal to one-third of the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant Shares. In the event of any such reduction, the Company shall cancel the existing Warrant and issue a new Warrant representing the reduced number of shares issuable upon exercise of the Warrant. (6) The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section (f) and a certificate signed by such firm shall be conclusive evidence of any computation made under this Section (f). (7) Whenever there is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in this Section (f), the Company shall (i) promptly file in the custody of its Secretary or Assistant Secretary prepare a certificate signed by the Chairman chief financial officer of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, General Partner setting forth the adjusted Conversion Factor and showing in reasonable detail the facts requiring upon which such adjustment is based, and such certificate shall forthwith be filed at the number and kind offices of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a WarrantGeneral Partner. (8) The Exercise g) Notwithstanding anything to the contrary contained herein (but subject to the first sentence of Section 6(e) hereof), the General Partner and the Partnership agree that they will apply the provisions of this Section 6, the definition of Share Purchase Price and any related provisions as if the Common Units were issued and outstanding as of July 10, 2002. Thus, for example, if an event were to occur on December 31, 2002 that would adjust the number of shares issuable Shares into which the Common Units would be exchangeable had such Common Units been outstanding as of such date, but the Common Units were not actually issued until December 31, 2003, then such adjustment would be applied so that, upon exercise of this Warrant shall not such issuance (but subject to further adjustment for subsequent events), the Common Units would be adjusted except in the manner and only upon the occurrence of the events heretofore specifically referred to in this Section (f). (9) The Board of Directors of the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase immediately exchangeable for the number of shares of Shares for which the Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Units would have been exchangeable had such Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each WarrantUnits been outstanding on December 31, 2002.

Anti-Dilution and Adjustment Provisions. The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time beginning on the date of issue of this Warrant, as hereinafter provided: (1) In case the Company shall issue Common Stock as a dividend upon Common Stock or in payment of a dividend thereon or shall subdivide the number of outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for the determination of stockholders entitled to receive such dividend or be subject to such subdivision or contraction, to the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Price in effect immediately prior to the close of business on such record date by the number of shares of Common Stock outstanding prior to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contraction. (2) If any capital reorganization or reclassification of the capital stock of the Company (other than as set forth in subsection (1) of this Section (f)), or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected, then, lawful and adequate provision shall be made whereby the holder of each Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable or payable with respect to or in exchange for the Purchasable Shares had they been purchased immediately before such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interest of the Holder to the end that the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (3) Upon each adjustment of the Exercise Price pursuant to subsection (1) of this Section (f), the number of shares of Common Stock specified in each Warrant shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Price in effect after such adjustment. (4) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Common Stock and Exercise Price as are stated in similar Warrants previously issued. (5) If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to March 19, 2002, the number of shares issuable upon exercise of the Warrant (the "Original Warrant Shares") shall be reduced by an amount equal to one-third of the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant Shares. In the event of any such reduction, the Company shall cancel the existing Warrant and issue a new Warrant representing the reduced number of shares issuable upon exercise of the Warrant. (6) The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section (f) and a certificate signed by such firm shall be conclusive evidence of any computation made under this Section (f). (76) Whenever there is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in this Section (f), the Company shall (i) promptly file in the custody of its Secretary or Assistant Secretary a certificate signed by the Chairman of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, setting forth the facts requiring such adjustment and the number and kind of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a Warrant. (8) 7) The Exercise Price and the number of shares issuable upon exercise of this Warrant shall not be adjusted except in the manner and only upon the occurrence of the events heretofore specifically referred to in this Section (f). (9) 8) The Board of Directors of the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase the number of shares of Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each Warrant.

Anti-Dilution and Adjustment Provisions. (a) The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant Conversion Factor shall be subject to adjustment from time to time beginning on adjusted in the date of issue of this Warrant, as hereinafter provided: event that the General Partner (1i) In case the Company shall issue Common Stock as declares or pays a dividend upon Common Stock or distribution on its outstanding Shares in payment Shares or makes a distribution to all holders of its outstanding Shares in Shares, (ii) subdivides its outstanding Shares, or (iii) combines its outstanding Shares into a dividend thereon or smaller number of Shares. In such event, the Conversion Factor shall subdivide be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of Shares issued and outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time) and the determination denominator of stockholders which shall be the actual number of Shares (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) If at any time the holders of Shares are entitled to any right (a "Right") to subscribe pro rata for additional securities of the General Partner, whether Preferred Stock or other classifications, or for any other securities or interests that a Contributing Party would have been entitled to subscribe for if, immediately prior to such grant, such Contributing Party had exercised its Redemption Rights and received the Share Purchase Price in payment thereof, in lieu of any adjustment under any other subsection of this Section 6 or other provision of this Agreement and except to the extent that provision otherwise has been made for such Contributing Party to receive such dividend Right, such Contributing Party also shall receive from the General Partner, prior to or be subject concurrent with the time such Right becomes exercisable, the same Right that such Contributing Party would have been entitled to if such subdivision or contraction, to Contributing Party had exercised its Redemption Rights in full and received the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Share Purchase Price in effect satisfaction thereof immediately prior to the close time holders of business on such record date by the number of shares of Common Stock outstanding prior Shares became entitled to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contractionRight. (2c) If any capital reorganization or reclassification Upon the occurrence of a Major Transaction Event, the General Partner shall cause effective provision to be made so that, upon exercise of the capital stock Redemption Rights by any Contributing Party and the election of the Company (other than as set forth in subsection (1) of this Section (f)), or consolidation or merger General Partner to pay the Purchase Price at any time following such Major Transaction Event by means of the Company with another corporationShare Purchase Price, or the sale of all or substantially all of its assets to another corporation such Contributing Party shall be effected, then, lawful and adequate provision shall be made whereby the holder of each Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and acquire, in lieu of the Shares which otherwise would have been issued to such Contributing Party, the kind and amount of shares of Common Stock stock and other securities and property (and the provisions contained in Section 4.1 shall apply anew to the extent that such securities are of a class of securities of the Company immediately theretofore purchasable General Partner or its successor that are registered under the Exchange Act) and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable interests as would be issued or payable with respect to or in exchange for the Purchasable number of Shares constituting the Share Purchase Price as if such Redemption Rights had they been purchased exercised and the General Partner had satisfied the Redemption Rights by delivery of the Share Purchase Price immediately before such reorganization, reclassification, consolidation, merger or sale, and in Major Transaction Event. (d) The Partnership shall give written notice to Contributing Parties of any Major Transaction Event promptly after such case appropriate provision shall be made with respect Major Transaction is announced to the rights and interest public. (e) The provisions of this Section 6 shall apply to successive events that may occur from time to time but only shall apply to a particular event if it occurs prior to the exercise in full of the Holder Redemption Rights or the liquidation of the Partnership. Nothing contained herein shall prevent or otherwise limit the liquidation of the Partnership pursuant to the end that Partnership Agreement, as amended from time to time. (f) Whenever the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable Conversion Factor is adjusted as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereofherein provided, the successor corporation (if other than General Partner shall compute the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, adjusted Conversion Factor in accordance with the foregoing provisions, the Holder may be entitled to purchase. (3) Upon each adjustment of the Exercise Price pursuant to subsection (1) of this Section (f), the number of shares of Common Stock specified in each Warrant 6 and shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Price in effect after such adjustment. (4) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Common Stock and Exercise Price as are stated in similar Warrants previously issued. (5) If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to March 19, 2002, the number of shares issuable upon exercise of the Warrant (the "Original Warrant Shares") shall be reduced by an amount equal to one-third of the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant Shares. In the event of any such reduction, the Company shall cancel the existing Warrant and issue a new Warrant representing the reduced number of shares issuable upon exercise of the Warrant. (6) The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section (f) and a certificate signed by such firm shall be conclusive evidence of any computation made under this Section (f). (7) Whenever there is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in this Section (f), the Company shall (i) promptly file in the custody of its Secretary or Assistant Secretary prepare a certificate signed by the Chairman chief financial officer of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, General Partner setting forth the adjusted Conversion Factor and showing in reasonable detail the facts requiring upon which such adjustment is based, and such certificate shall forthwith be filed at the number and kind of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a Warrant. (8) The Exercise Price and the number of shares issuable upon exercise of this Warrant shall not be adjusted except in the manner and only upon the occurrence offices of the events heretofore specifically referred to in this Section (f)General Partner. (9) The Board of Directors of the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase the number of shares of Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each Warrant.

Anti-Dilution and Adjustment Provisions. The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time beginning on the date of issue of this Warrant, as hereinafter provided: (1) In case the Company shall issue Common Stock as a dividend upon Common Stock or in payment of a dividend thereon or shall subdivide the number of outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for the determination of stockholders entitled to receive such dividend or be subject to such subdivision or contraction, to the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Price in effect immediately prior to the close of business on such record date by the number of shares of Common Stock outstanding prior to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contraction. (2) If any capital reorganization or reclassification of the capital stock of the Company (other than as set forth in subsection (1) of this Section (f)), or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected, then, lawful and adequate provision shall be made whereby the holder of each Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the this Warrant and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable or payable with respect to or in exchange for the Purchasable Shares had they been purchased immediately before such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interest of the Holder to the end that the provisions of the this Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (3) Upon each adjustment of the Exercise Price pursuant to subsection (1) of this Section (f), the number of shares of Common Stock specified in each Warrant shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Price in effect after such adjustment. (4) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Common Stock and Exercise Price as are stated in similar Warrants previously issued. (5) If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to March 19, 2002, the number of shares issuable upon exercise of the Warrant (the "Original Warrant Shares") shall be reduced by an amount equal to one-third of the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant Shares. In the event of any such reduction, the Company shall cancel the existing Warrant and issue a new Warrant representing the reduced number of shares issuable upon exercise of the Warrant. (6) The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section (f) and a certificate signed by such firm shall be conclusive evidence of any computation made under this Section (f). (7) Whenever there is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in this Section (f), the Company shall (i) promptly file in the custody of its Secretary or Assistant Secretary a certificate signed by the Chairman of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, setting forth the facts requiring such adjustment and the number and kind of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a Warrant. (8) The Exercise Price and the number of shares issuable upon exercise of this Warrant shall not be adjusted except in the manner and only upon the occurrence of the events heretofore specifically referred to in this Section (f). (9) The Board of Directors of the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase the number of shares of Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each Warrant.

Anti-Dilution and Adjustment Provisions. (a) The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant Conversion Factor shall be subject to adjustment from time to time beginning on adjusted in the date of issue of this Warrant, as hereinafter provided: event that the General Partner (1i) In case the Company shall issue Common Stock as declares or pays a dividend upon Common Stock or distribution on its outstanding Shares in payment Shares or makes a distribution to all holders of its outstanding Shares in Shares, (ii) subdivides its outstanding Shares, or (iii) combines its outstanding Shares into a dividend thereon or smaller number of Shares. In such event, the Conversion Factor shall subdivide be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of Shares issued and outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time) and the determination denominator of stockholders which shall be the actual number of Shares (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or combination. Any adjustment to the Conversion Factor pursuant to the immediately preceding sentence shall become effective immediately after the effective date of such event retroactive to the opening of business on the day next following the record date, if any, for such event. In addition, the Conversion Factor shall be adjusted in the event that the Partnership (i) declares or pays a dividend or distribution on its outstanding Common Units in Common Units, (ii) subdivides its outstanding Common Units, or (iii) combines its outstanding Common Units into a smaller number of Common Units. In such event, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the actual number of Common Units issued and outstanding on the record date for such dividend, distribution, subdivision or combination (determined without the below assumption) and the denominator of which shall be the number of Common Units issued and outstanding on such record date (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time). Any adjustment to the Conversion Factor pursuant to the immediately preceding sentence shall become effective on the effective date of such event retroactive to the record date, if any, for such event. (b) If at any time the holders of Common Stock are entitled to any right (a "Right") to subscribe pro rata for additional securities of the General Partner, whether Common Stock or other classifications, or for any other securities or interests that the Contributing Party would have been entitled to subscribe for if, immediately prior to such grant, the Contributing Party had exercised its Redemption Rights and received the Share Purchase Price in payment thereof, in lieu of any adjustment under any other subsection of this Section 6 or other provision of this Agreement and except to the extent that provision otherwise has been made for the Contributing Party to receive such dividend Right or be subject a similar right in respect of the Common Units or adjustment otherwise has been made in respect thereof, the Contributing Party also shall receive from the General Partner, prior to or concurrent with the time such subdivision or contractionRight becomes exercisable, the same Right that the Contributing Party would have been entitled to if the price (computed to Contributing Party had exercised its Redemption Rights in full and received the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Share Purchase Price in effect satisfaction thereof immediately prior to the close of business on such record date by the number of shares time holders of Common Stock outstanding prior became entitled to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contractionRight. (2c) If any capital reorganization or reclassification Upon the occurrence of a Major Transaction Event, the General Partner shall cause effective provision to be made so that, upon full conversion of the capital stock Series C Preferred Units of the Company (other than as set forth in subsection (1) of this Section (f))Contributing Party into Common Units, or consolidation or merger exercise of the Company with another corporationRedemption Rights by the Contributing Party in respect thereof and the election of the General Partner to pay the Purchase Price at any time following such Major Transaction Event by means of the Share Purchase Price, or the sale of all or substantially all of its assets to another corporation Contributing Party shall be effected, then, lawful and adequate provision shall be made whereby the holder of each Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and acquire, in lieu of the Shares which otherwise would have been issued to the Contributing Party, the kind and amount of shares of Common Stock stock and other securities and property (and the provisions contained in Section 4.1 shall apply anew to the extent that such securities are of a class of securities of the Company immediately theretofore purchasable General Partner or its successor that are registered under the Exchange Act) and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable interests as would be issued or payable with respect to or in exchange for the Purchasable number of Shares constituting the Share Purchase Price as if all Series C Preferred Units of the Contributing Party had they been purchased converted into Common Units, such Redemption Rights had been exercised and the General Partner had satisfied the Redemption Rights by delivery of the Share Purchase Price immediately before such reorganizationMajor Transaction Event. (d) The Partnership shall give written notice to the Contributing Party of any Major Transaction Event promptly after such Major Transaction Event is announced to the public. (e) Notwithstanding anything to the contrary contained herein, reclassification, consolidation, merger or sale, and the adjustment provisions contained in any such case appropriate provision this Agreement shall be applied so that there is no duplication of adjustments made with respect pursuant to any other document. The provisions of this Section 6 shall apply to successive events that may occur from time to time but only shall apply to a particular event if it occurs prior to the rights and interest exercise in full of the Holder Redemption Rights or the liquidation of the Partnership. Nothing contained herein shall prevent or otherwise limit the liquidation of the Partnership pursuant to the end that Partnership Agreement, as amended from time to time. (f) Whenever the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable Conversion Factor is adjusted as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereofherein provided, the successor corporation (if other than General Partner shall compute the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, adjusted Conversion Factor in accordance with the foregoing provisions, the Holder may be entitled to purchase. (3) Upon each adjustment of the Exercise Price pursuant to subsection (1) of this Section (f), the number of shares of Common Stock specified in each Warrant 6 and shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Price in effect after such adjustment. (4) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Common Stock and Exercise Price as are stated in similar Warrants previously issued. (5) If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to March 19, 2002, the number of shares issuable upon exercise of the Warrant (the "Original Warrant Shares") shall be reduced by an amount equal to one-third of the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant Shares. In the event of any such reduction, the Company shall cancel the existing Warrant and issue a new Warrant representing the reduced number of shares issuable upon exercise of the Warrant. (6) The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section (f) and a certificate signed by such firm shall be conclusive evidence of any computation made under this Section (f). (7) Whenever there is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in this Section (f), the Company shall (i) promptly file in the custody of its Secretary or Assistant Secretary prepare a certificate signed by the Chairman chief financial officer of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, General Partner setting forth the adjusted Conversion Factor and showing in reasonable detail the facts requiring upon which such adjustment is based, and such certificate shall forthwith be filed at the number and kind offices of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a WarrantGeneral Partner. (8) The Exercise g) Notwithstanding anything to the contrary contained herein (but subject to the first sentence of Section 6(e) hereof), the General Partner and the Partnership agree that they will apply the provisions of this Section 6, the definition of Share Purchase Price and any related provisions as if the Common Units were issued and outstanding as of the date hereof. Thus, for example, if an event were to occur on December 31, 2002 that would adjust the number of shares issuable Shares into which the Common Units would be exchangeable had such Common Units been outstanding as of such date, but the Common Units were not actually issued until December 31, 2003, then such adjustment would be applied so that, upon exercise of this Warrant shall not such issuance (but subject to further adjustment for subsequent events), the Common Units would be adjusted except in the manner and only upon the occurrence of the events heretofore specifically referred to in this Section (f). (9) The Board of Directors of the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase immediately exchangeable for the number of shares of Shares for which the Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Units would have been exchangeable had such Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each WarrantUnits been outstanding on December 31, 2002.

Anti-Dilution and Adjustment Provisions. (a) The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant Conversion Factor shall be subject to adjustment from time to time beginning on adjusted in the date of issue of this Warrant, as hereinafter provided: event that the General Partner (1i) In case the Company shall issue Common Stock as declares or pays a dividend upon Common Stock on its outstanding Shares in Shares or makes a distribution to all holders of its outstanding Shares in payment Shares, (ii) subdivides its outstanding Shares, or (iii) combines its outstanding Shares into a smaller number of Shares. The Conversion Factor shall be adjusted by multiplying the Conversion Factor by a dividend thereon or fraction, the numerator of which shall subdivide be the number of Shares issued and outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time) and the determination denominator of which shall be the actual number of Shares (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) If at any time the General Partner grants to its stockholders any right to subscribe pro rata for additional securities of the General Partner, whether Common Stock or other classifications, or for any other securities or interests that Contributing Partner would have been entitled to receive such dividend or be subject to such subdivision or contractionsubscribe for if, to the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Price in effect immediately prior to such grant, Contributing Partner had exercised its Redemption Rights and received the close Share Purchase Price in payment thereof, in lieu of business on such record date by any adjustment under any other subsection of this Section 6 or other provision of this Agreement, then the number of shares of Common Stock outstanding General Partner also shall grant to Contributing Partner the same subscription rights that Contributing Partner would be entitled to if Contributing Partner had exercised its Redemption Rights in full and received the Share Purchase Price in satisfaction thereof prior to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contractiongrant. (2c) If any capital reorganization or reclassification Upon the occurrence of a Major Transaction Event where at least one- half of the capital stock value (as determined in good faith by the General Partner) of the Company (other than as set forth in subsection (1) of this Section (f)), or consolidation or merger consideration received by the stockholders of the Company General Partner in connection with another corporationsuch Major Transaction Event is in the form of securities in a successor entity, or the sale of all or substantially all of its assets General Partner shall cause effective provision to another corporation shall be effected, then, lawful and adequate provision shall be made whereby so that, upon exercise of the holder Redemption Rights and payment of each Warrant the Purchase Price at any time following such Major Transaction Event by means of the Share Purchase Price, Unitholders shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and acquire, in lieu of the Shares which otherwise would have been issued to Contributing Partner, the kind and amount of shares of Common Stock stock and other securities and property (and the provisions contained in Section 4.1 shall apply anew to the extent that such securities are of a class of securities of the Company immediately theretofore purchasable General Partner or its successor that are registered under the Exchange Act) and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable interests as would be issued or payable with respect to or in exchange for the Purchasable number of Shares constituting the Share Purchase Price as if such Redemption Rights had they been purchased exercised and the General Partner had satisfied the Redemption Rights by delivery of the Share Purchase Price immediately before such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interest of the Holder to the end that the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchaseMajor Transaction Event. (3d) Upon each adjustment of the Exercise Price pursuant to subsection (1) of this Section (f), the number of shares of Common Stock specified in each Warrant shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Price in effect after such adjustment. (4) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Common Stock and Exercise Price as are stated in similar Warrants previously issued. (5) If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to March 19, 2002, the number of shares issuable upon exercise of the Warrant (the "Original Warrant Shares") shall be reduced by an amount equal to one-third of the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant Shares. In the event of any other Major Transaction Event, each Unitholder shall be entitled to exercise the Redemption Rights in full prior to the consummation of such reductionMajor Transaction Event, and, with respect to any Shares acquired upon exercise thereof, shall be entitled to all of the rights of the other holders of Shares with respect to any distribution by the General Partner (or the other party to such Major Transaction Event) in connection with such Major Transaction Event. If not exercised within forty-five days after written notice from the General Partner of such Major Transaction Event or such shorter period between the date of such notice and the effective date of such Major Transaction Event, the Company Redemption Rights shall cancel terminate at the existing Warrant and issue a new Warrant representing expiration of such period, but the reduced number of shares issuable upon exercise of the WarrantRedemption Rights shall be revived if such Major Transaction Event is not consummated. (6e) The Company may, at its sole option, retain Partnership shall give written notice of any Major Transaction Event promptly after such Major Transaction is announced to the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section public. (f) and a certificate signed by such firm shall be conclusive evidence The provisions of any computation made under this Section (f)6 shall apply to successive events that may occur from time to time but only shall apply to a particular event if it occurs prior to the exercise in full of the Redemption Rights or the liquidation of the Partnership. Nothing contained herein shall prevent or otherwise limit the liquidation of the Partnership pursuant to the Partnership Agreement, as amended from time to time. (7g) Whenever there the Conversion Factor is an adjustment adjusted as herein provided, the General Partner shall compute the adjusted Conversion Factor in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in accordance with this Section (f), the Company 6 and shall (i) promptly file in the custody of its Secretary or Assistant Secretary prepare a certificate signed by the Chairman chief financial officer of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, General Partner setting forth the adjusted Conversion Factor and showing in reasonable detail the facts requiring upon which such adjustment is based, and such certificate shall forthwith be filed at the number and kind of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a Warrant. (8) The Exercise Price and the number of shares issuable upon exercise of this Warrant shall not be adjusted except in the manner and only upon the occurrence offices of the events heretofore specifically referred to in this Section (f)General Partner. (9) The Board of Directors of the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase the number of shares of Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each Warrant.

Anti-Dilution and Adjustment Provisions. The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time beginning on the date of issue of this Warrant, as hereinafter provided: (1) In case the Company shall issue Common Stock as a dividend upon Common Stock or in payment of a dividend thereon or shall subdivide the number of outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for the determination of stockholders entitled to receive such dividend or be subject to such subdivision or contraction, to the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Price in effect immediately prior to the close of business on such record date by the number of shares of Common Stock outstanding prior to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contraction. (2) If any capital reorganization or reclassification of the capital stock of the Company (other than as set forth in subsection (1) of this Section (f)), or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected, then, lawful and adequate provision shall be made whereby the holder of each Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable or payable with respect to or in exchange for the Purchasable Shares had they been purchased immediately before such reorganization, reclassificationreclassifica- tion, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interest of the Holder to the end that the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (3) Upon the occurrence of each adjustment of the Exercise Price pursuant to subsection Dilution Event (1) of this Section (fas hereinafter defined), the number of shares of Common Stock specified in each this Warrant shall thereupon evidence the right be adjusted to purchase that number of shares of Common Stock (calculated equal to the nearest hundredth Existing Warrant Shares plus the Additional Warrant Shares (where X is the number of a share of Common Stock) obtained by multiplying Additional Warrant Shares derived from the Exercise Price in effect immediately prior to such adjustment by following equation): the number of shares of Common Stock purchasable which could be purchased hereunder or have already been purchased hereunder immediately prior to such adjustment upon exercise Dilution Event (the "Existing Warrant Shares") X + the Existing Warrant Shares = ---------------------------------- ---------------------------------- the Fully-Diluted Common Stock of the the Fully-Diluted Common Stock of the Company immediately prior to such Warrant and dividing the product so obtained by the Exercise Price in effect Company immediately after such adjustment. Dilution Event Dilution Event (4) Irrespective including the Additional Warrant Shares and any additional shares of any Common Stock issuable pursuant to adjustments in other warrants of the number or kind of securities issuable upon exercise of Warrants or Company due to such Dilution Event) provided, that in each case the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Fully-Diluted Common Stock and Exercise Price as are stated in similar Warrants previously issued. shall not include shares of Common Stock, options, warrants or other convertible securities (5including convertible debt) If issued simultaneously with a Dilution Event but which itself is not a Dilution Event. For purposes of this subsection (3) the Company redeems "Fully-Diluted Common Stock of the Company" shall include all issued and outstanding shares of Series F Preferred Common Stock, and all shares of Common Stock on issuable pursuant to all outstanding options, warrants or prior to March 19, 2002, the number of shares issuable upon exercise convertible securities (including convertible debt) of the Warrant (the "Original Warrant Shares") shall be reduced by an amount equal to one-third of the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant SharesCompany. In the event of any such reductionthat this Warrant shall be exercised in full prior to a Dilution Event, the Company shall cancel the existing Warrant and issue a new Warrant representing the reduced number of shares issuable upon exercise amount of the Warrant. adjustment pursuant to this subsection (63) The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section (f) and a certificate signed by such firm shall be conclusive evidence of any computation made under this Section (f). (7) Whenever there is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in this Section (f), the Company shall (i) promptly file in the custody of its Secretary or Assistant Secretary a certificate signed by the Chairman of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, setting forth the facts requiring such adjustment and the number and kind of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a Warrant. (8) The Exercise Price and the number of shares issuable upon exercise of this Warrant shall not be adjusted except in the manner and only issued upon the occurrence of each Dilution Event and such Warrant shall be substantially in the events heretofore specifically referred to in form of this Section (f). (9) Warrant. The Board of Directors of preceding provision shall survive the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase the number of shares of Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each this Warrant.

Anti-Dilution and Adjustment Provisions. (a) The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant Conversion Factor shall be subject to adjustment from time to time beginning on adjusted in the date of issue of this Warrant, as hereinafter provided: event that the General Partner (1i) In case the Company shall issue Common Stock as declares or pays a dividend upon Common Stock on its outstanding Shares in Shares or makes a distribution to all holders of its outstanding Shares in payment Shares, (ii) subdivides its outstanding Shares, or (iii) combines its outstanding Shares into a smaller number of Shares. The Conversion Factor shall be adjusted by multiplying the Conversion Factor by a dividend thereon or fraction, the numerator of which shall subdivide be the number of Shares issued and outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time) and the determination denominator of which shall be the actual number of Shares (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) If at any time the General Partner grants to its stockholders any right to subscribe pro rata for additional securities of the General Partner, whether Common Stock or other classifications, or for any other securities or interests that Contributing Partner would have been entitled to receive such dividend or be subject to such subdivision or contractionsubscribe for if, to the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Price in effect immediately prior to such grant, Contributing Partner had exercised his Redemption Rights and received the close Share Purchase Price in payment thereof, in lieu of business on such record date by any adjustment under any other subsection of this Section 6 or other provision of this Agreement, then the number of shares of Common Stock outstanding General Partner also shall grant to Contributing Partner the same subscription rights that Contributing Partner would be entitled to if Contributing Partner had exercised his Redemption Rights in full and received the Share Purchase Price in satisfaction thereof prior to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contractiongrant. (2c) If any capital reorganization or reclassification Upon the occurrence of a Major Transaction Event where at least one-half of the capital stock value (as determined in good faith by the General Partner) of the Company (other than as set forth in subsection (1) of this Section (f)), or consolidation or merger consideration received by the stockholders of the Company General Partner in connection with another corporationsuch Major Transaction Event is in the form of securities in a successor entity, or the sale of all or substantially all of its assets General Partner shall cause effective provision to another corporation shall be effected, then, lawful and adequate provision shall be made whereby so that, upon exercise of the holder Redemption Rights and payment of each Warrant the Purchase Price at any time following such Major Transaction Event by means of the Share Purchase Price, Unitholders shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and acquire, in lieu of the Shares which otherwise would have been issued to Contributing Partner, the kind and amount of shares of Common Stock stock and other securities and property (and the provisions contained in Section 4.1 shall apply anew to the extent that such securities are of a class of securities of the Company immediately theretofore purchasable General Partner or its successor that are registered under the Exchange Act) and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable interests as would be issued or payable with respect to or in exchange for the Purchasable number of Shares constituting the Share Purchase Price as if such Redemption Rights had they been purchased exercised and the General Partner had satisfied the Redemption Rights by delivery of the Share Purchase Price immediately before such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interest of the Holder to the end that the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchaseMajor Transaction Event. (3d) Upon each adjustment of the Exercise Price pursuant to subsection (1) of this Section (f), the number of shares of Common Stock specified in each Warrant shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Price in effect after such adjustment. (4) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Common Stock and Exercise Price as are stated in similar Warrants previously issued. (5) If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to March 19, 2002, the number of shares issuable upon exercise of the Warrant (the "Original Warrant Shares") shall be reduced by an amount equal to one-third of the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant Shares. In the event of any other Major Transaction Event, each Unitholder shall be entitled to exercise the Redemption Rights in full prior to the consummation of such reductionMajor Transaction Event, and, with respect to any Shares acquired upon exercise thereof, shall be entitled to all of the rights of the other holders of Shares with respect to any distribution by the General Partner (or the other party to such Major Transaction Event) in connection with such Major Transaction Event. If not exercised within forty-five days after written notice from the General Partner of such Major Transaction Event or such shorter period between the date of such notice and the effective date of such Major Transaction Event, the Company Redemption Rights shall cancel terminate at the existing Warrant and issue a new Warrant representing expiration of such period, but the reduced number of shares issuable upon exercise of the WarrantRedemption Rights shall be revived if such Major Transaction Event is not consummated. (6e) The Company may, at its sole option, retain Partnership shall give written notice of any Major Transaction Event promptly after such Major Transaction is announced to the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section public. (f) and a certificate signed by such firm shall be conclusive evidence The provisions of any computation made under this Section (f)6 shall apply to successive events that may occur from time to time but only shall apply to a particular event if it occurs prior to the exercise in full of the Redemption Rights or the liquidation of the Partnership. Nothing contained herein shall prevent or otherwise limit the liquidation of the Partnership pursuant to the Partnership Agreement, as amended from time to time. (7g) Whenever there the Conversion Factor is an adjustment adjusted as herein provided, the General Partner shall compute the adjusted Conversion Factor in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in accordance with this Section (f), the Company 6 and shall (i) promptly file in the custody of its Secretary or Assistant Secretary prepare a certificate signed by the Chairman chief financial officer of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, General Partner setting forth the adjusted Conversion Factor and showing in reasonable detail the facts requiring upon which such adjustment is based, and such certificate shall forthwith be filed at the number offices of the General Partner and kind mailed to the holders of securities issuable upon exercise the Redemption Rights within thirty days of each Warrant after any such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a Warrant. (8) The Exercise Price and the number of shares issuable upon exercise of this Warrant shall not be adjusted except in the manner and only upon the occurrence of the events heretofore specifically referred to in this Section (f). (9) The Board of Directors of the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase the number of shares of Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each Warrant.

Anti-Dilution and Adjustment Provisions. The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time beginning on the date of issue of this Warrant, as hereinafter provided: (1) In case the Company shall issue Common Stock as a dividend upon Common Stock or in payment of a dividend thereon or shall subdivide the number of outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for the determination of stockholders entitled to receive such dividend or be subject to such subdivision or contraction, to the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Price in effect immediately prior to the close of business on such record date by the number of shares of Common Stock outstanding prior to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contraction. (2) If any capital reorganization or reclassification of the capital stock of the Company (other than as set forth in subsection (1) of this Section (f)), or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected, then, lawful and adequate provision shall be made whereby the holder of each Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable or payable with respect to or in exchange for the Purchasable Shares had they been purchased immediately before such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interest of the Holder to the end that the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (3) Upon each adjustment of the Exercise Price pursuant to subsection (1) of this Section (f), the number of shares of Common Stock specified in each Warrant shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Price in effect after such adjustment., (4) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Common Stock and Exercise Price as are stated in similar Warrants previously issued. (5) If On each of June 30, 2002 and any date thereafter in which Additional Jefferies Warrants (as defined below) are issued, the number of shares specified in this Warrant shall be adjusted to that number of shares of Common Stock equal to the Existing Warrant Shares plus the Additional Warrant Shares (where X is the number of Additional Warrant Shares derived from the following equation): the number of shares of Common Stock which could be purchased hereunder or have already been purchased hereunder immediately after the issuance of the Jefferies Warrants or the Additional Jefferies Warrants, as the case may be (the "Existing Warrant Shares") X + the Existing Warrant Shares the Fully-Diluted Common Stock of the Company redeems all issued immediately prior to the issuance of the Jefferies Warrants or the Additional Jefferies Warrants, as the case may be (but excluding 5,369,084 shares) the Fully-Diluted Common Stock of the Company immediately after the issuance of the Jefferies Warrants or the Additional Jefferies Warrants, as the case may be (including the Additional Warrant Shares and outstanding any additional shares of Common Stock issuable pursuant to the terms of other warrants of the Company similar to this Warrant) provided, however, that in the event that any shares of Series F Preferred Stock on or of the Corporation are redeemed (other than through the issuance of the Notes (as provided in the Certificate of Designation) if such Notes have not been paid in full) prior to March 19June 30, 2002, then the number of shares issuable upon exercise of Additional Warrant Shares derived from the Warrant (the "Original Warrant Shares") equation above shall be reduced by to an amount equal to one-third the product of (x) the Additional Warrant Shares multiplied by (y) the quotient of (i) the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on outstanding as of June 30, 2002 divided by (ii) the number of shares of Series F Preferred Stock outstanding as of June 30, 2001. For purposes of this subsection (5), the "Fully-Diluted Common Stock of the Company" shall include all outstanding shares of Common Stock, and all shares of Common Stock issuable pursuant to all outstanding options, warrants or prior to convertible securities (including convertible debt) of the Company. For purposes of this subsection (5), "Jefferies Warrants" are the warrants, dated as of June 19, 20022001, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth purchase Common Stock of the number Company issued to the holders of Original Warrant Sharesthe Senior Secured Increasing Rate Notes due 2003. The "Additional Jefferies Warrants" are any additional warrants issued pursuant to the Jefferies Warrants because the Company has not repaid the Senior Secured Increasing Rate Notes due 2003. In the event of that this Warrant shall be exercised in full prior to June 30, 2002 or any such reductiondate thereafter in which Additional Jefferies Warrants are issued, the Company shall cancel the existing Warrant and issue a new Warrant representing the reduced number amount of shares issuable the adjustment pursuant to this subsection (5) shall be issued upon the occurrence of such adjustment and such Warrant shall be substantially in the form of this Warrant. The preceding provision shall survive the exercise of the this Warrant. (6) The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section (f) and a certificate signed by such firm shall be conclusive evidence of any computation made under this Section (f). (7) Whenever there is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in this Section (f), the Company shall (i) promptly file in the custody of its Secretary or Assistant Secretary a certificate signed by the Chairman of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, setting forth the facts requiring such adjustment and the number and kind of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a Warrant. (8) The Exercise Price and the number of shares issuable upon exercise of this Warrant shall not be adjusted except in the manner and only upon the occurrence of the events heretofore specifically referred to in this Section (f). (9) The Board of Directors of the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase the number of shares of Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each Warrant."

Anti-Dilution and Adjustment Provisions. (a) The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant Conversion Factor shall be subject to adjustment from time to time beginning on adjusted in the date of issue of this Warrant, as hereinafter provided: event that the General Partner (1i) In case the Company shall issue Common Stock as declares or pays a dividend upon Common Stock on its outstanding Shares in Shares or makes a distribution to all holders of its outstanding Shares in payment Shares, (ii) subdivides its outstanding Shares, or (iii) combines its outstanding Shares into a smaller number of Shares. The Conversion Factor shall be adjusted by multiplying the Conversion Factor by a dividend thereon or fraction, the numerator of which shall subdivide be the number of Shares issued and outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time) and the determination denominator of which shall be the actual number of Shares (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) If at any time the General Partner grants to its stockholders any right to subscribe pro rata for additional securities of the General Partner, whether Common Stock or other classifications, or for any other securities or interests that a Contributing Partner would have been entitled to receive such dividend or be subject to such subdivision or contractionsubscribe for if, to the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Price in effect immediately prior to such grant, such Contributing Partner had exercised its Redemption Rights and received the close Share Purchase Price in payment thereof, in lieu of business on any adjustment under any other subsection of this Section 6 or other provision of this Agreement, then the General Partner also shall grant to each Contributing Partner the same subscription rights that such record date by Contributing Partner would be entitled to if such Contributing Partner had exercised its Redemption Rights in full and received the number of shares of Common Stock outstanding Share Purchase Price in satisfaction thereof prior to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contractiongrant. (2c) If any capital reorganization or reclassification Upon the occurrence of a Major Transaction Event where at least one-half of the capital stock value (as determined in good faith by the General Partner) of the Company (other than as set forth in subsection (1) of this Section (f)), or consolidation or merger consideration received by the stockholders of the Company General Partner in connection with another corporationsuch Major Transaction Event is in the form of securities in a successor entity, or the sale of all or substantially all of its assets General Partner shall cause effective provision to another corporation shall be effected, then, lawful and adequate provision shall be made whereby so that, upon exercise of the holder Redemption Rights and payment of each Warrant the Purchase Price at any time following such Major Transaction Event by means of the Share Purchase Price, Unitholders shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and acquire, in lieu of the Shares which otherwise would have been issued to each Contributing Partner, the kind and amount of shares of Common Stock stock and other securities and property (and the provisions contained in Section 4.1 shall apply anew to the extent that such securities are of a class of securities of the Company immediately theretofore purchasable General Partner or its successor that are registered under the Exchange Act) and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable interests as would be issued or payable with respect to or in exchange for the Purchasable number of Shares constituting the Share Purchase Price as if such Redemption Rights had they been purchased exercised and the General Partner had satisfied the Redemption Rights by delivery of the Share Purchase Price immediately before such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interest of the Holder to the end that the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchaseMajor Transaction Event. (3d) Upon each adjustment of the Exercise Price pursuant to subsection (1) of this Section (f), the number of shares of Common Stock specified in each Warrant shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Price in effect after such adjustment. (4) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Common Stock and Exercise Price as are stated in similar Warrants previously issued. (5) If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to March 19, 2002, the number of shares issuable upon exercise of the Warrant (the "Original Warrant Shares") shall be reduced by an amount equal to one-third of the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant Shares. In the event of any other Major Transaction Event, tender offer for at least 40% of the then outstanding Shares, or merger or consolidation of the General Partner which requires the approval of the General Partner's shareholders (which is not a Major Transaction Event), each Unitholder shall be entitled to exercise the Redemption Rights in full prior to the consummation of such reductionMajor Transaction Event or other event, and, with respect to any Shares acquired upon exercise thereof, shall be entitled to all of the rights of the other holders of Shares with respect to any distribution by the General Partner (or the other party to such Major Transaction Event or other event) in connection with such Major Transaction Event or other event. If not exercised within forty-five days after written notice from the General Partner of such Major Transaction Event or such shorter period between the date of such notice and the effective date of such Major Transaction Event, the Company Redemption Rights shall cancel terminate at the existing Warrant and issue a new Warrant representing expiration of such period, but the reduced number of shares issuable upon exercise of the WarrantRedemption Rights shall be revived if such Major Transaction Event is not consummated. (6e) The Company may, at its sole option, retain Partnership shall give written notice of any Major Transaction Event to each Contributing Partner promptly after such Major Transaction Event is announced to the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section public. (f) and a certificate signed by such firm shall be conclusive evidence The provisions of any computation made under this Section (f)6 shall apply to successive events that may occur from time to time but only shall apply to a particular event if it occurs prior to the exercise in full of the Redemption Rights or the liquidation of the Partnership. Nothing contained herein shall prevent or otherwise limit the liquidation of the Partnership pursuant to the Partnership Agreement. (7g) Whenever there the Conversion Factor is an adjustment adjusted as herein provided, the General Partner shall compute the adjusted Conversion Factor in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in accordance with this Section (f), the Company 6 and shall (i) promptly file in the custody of its Secretary or Assistant Secretary prepare a certificate signed by the Chairman chief financial officer of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, General Partner setting forth the adjusted Conversion Factor and showing in reasonable detail the facts requiring upon which such adjustment is based, and such certificate shall forthwith be filed at the number and kind offices of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a WarrantGeneral Partner. (8) The Exercise Price h) Notwithstanding anything above to the contrary, the Unitholders will be entitled to adjustments to protect against dilution and the number deferral of shares issuable upon exercise receipt of this Warrant shall benefits, and to receive rights, preferences and privileges in connection with a Major Transaction Event, that are not be adjusted except less favorable than the adjustments, rights, preferences and privileges received by any other holder of the same class of limited partnership units in the manner and only upon the occurrence of the events heretofore specifically referred to in this Section (f)Partnership. (9) The Board of Directors of the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase the number of shares of Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each Warrant.

Anti-Dilution and Adjustment Provisions. The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time beginning on the date of issue of this Warrant, as hereinafter provided: (1) In case the Company shall issue Common Stock as a dividend upon Common Stock or in payment of a dividend thereon or shall subdivide the number of outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for the determination of stockholders entitled to receive such dividend or be subject to such subdivision or contraction, to the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Price in effect immediately prior to the close of business on such record date by the number of shares of Common Stock outstanding prior to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contraction. (2) If any capital reorganization or reclassification of the capital stock of the Company (other than as set forth in subsection (1) of this Section (f)), or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected, then, lawful and adequate provision shall be made whereby the holder of each Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable or payable with respect to or in exchange for the Purchasable Shares had they been purchased immediately before such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interest of the Holder to the end that the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (3) Upon each adjustment of the Exercise Price pursuant to subsection (1) of this Section (f), the number of shares of Common Stock specified in each Warrant shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Price in effect after such adjustment. (4) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Common Stock and Exercise Price as are stated in similar Warrants previously issued. (5) If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to March 19, 2002, the number of shares issuable upon exercise of the Warrant (the "Original Warrant Shares") shall be reduced by an amount equal to one-third of the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant Shares. In the event of any such reduction, the Company shall cancel the existing Warrant and issue a new Warrant representing the reduced number of shares issuable upon exercise of the Warrant. (6) The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section (f) and a certificate signed by such firm shall be conclusive evidence of any computation made under this Section (f). (76) Whenever there is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in this Section (f), the Company shall (i) promptly file in the custody of its Secretary or Assistant Secretary a certificate signed by the Chairman of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, setting forth the facts requiring such adjustment and the number and kind of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a Warrant. (8) The Exercise Price and the number of shares issuable upon exercise of this Warrant shall not be adjusted except in the manner and only upon the occurrence of the events heretofore specifically referred to in this Section (f). (9) The Board of Directors of the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase the number of shares of Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each Warrant.number

Anti-Dilution and Adjustment Provisions. The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time beginning on the date of issue of this Warrant, as hereinafter provided: (1) In case the Company shall issue Common Stock as a dividend upon Common Stock or in payment of a dividend thereon or shall subdivide the number of outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for the determination of stockholders entitled to receive such dividend or be subject to such subdivision or contraction, to the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Price in effect immediately prior to the close of business on such record date by the number of shares of Common Stock outstanding prior to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contraction. (2) If any capital reorganization or reclassification of the capital stock of the Company (other than as set forth in subsection (1) of this Section (f)), or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected, then, lawful and adequate provision shall be made whereby the holder of each Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable or payable with respect to or in exchange for the Purchasable Shares had they been purchased immediately before such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interest of the Holder to the end that the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (3) Upon each adjustment of the Exercise Price pursuant to subsection (1) of this Section (f), the number of shares of Common Stock specified in each Warrant shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Price in effect after such adjustment. (4) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Common Stock and Exercise Price as are stated in similar Warrants previously issued. (5) If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to March 19, 2002, the number of shares issuable upon exercise of the Warrant (the "Original Warrant Shares") shall be reduced by an amount equal to one-third of the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant Shares. In the event of any such reduction, the Company shall cancel the existing Warrant and issue a new Warrant representing the reduced number of shares issuable upon exercise of the Warrant. (6) The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section (f) and a certificate signed by such firm shall be conclusive evidence of any computation made under this Section (f). (7) Whenever there is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in this Section (f), the Company shall (i) promptly file in the custody of its Secretary or Assistant Secretary a certificate signed by the Chairman of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, setting forth the facts requiring such adjustment and the number and kind of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a Warrant. (8) The Exercise Price and the number of shares issuable upon exercise of this Warrant shall not be adjusted except in the manner and only upon the occurrence of the events heretofore specifically referred to in this Section (f). (9) The Board of Directors of the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase the number of shares of Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each Warrant.

Anti-Dilution and Adjustment Provisions. The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time beginning on the date of issue of this Warrant, as hereinafter provided: (1) In case the Company shall issue Common Stock as a dividend upon Common Stock or in payment of a dividend thereon or shall subdivide the number of outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for the determination of stockholders entitled to receive such dividend or be subject to such subdivision or contraction, to the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Price in effect immediately prior to the close of business on such record date by the number of shares of Common Stock outstanding prior to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contraction. (2) If any capital reorganization or reclassification of the capital stock of the Company (other than as set forth in subsection (1) of this Section (f)), or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected, then, lawful and adequate provision shall be made whereby the holder of each Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable or payable with respect to or in exchange for the Purchasable Shares had they been purchased immediately before such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interest of the Holder to the end that the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (3) Upon each adjustment of the Exercise Price pursuant to subsection (1) of this Section (f), the number of shares of Common Stock specified in each Warrant shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Price in effect after such adjustment. (4) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Common Stock and Exercise Price as are stated in similar Warrants previously issued. (5) If the Company redeems all issued On each of June 30, 2002 and outstanding shares of Series F Preferred Stock on or prior to March 19, 2002any date thereafter in which Additional Jefferies Warrants (as defined below) are issued, the number of shares issuable upon exercise of the specified in this Warrant (the "Original Warrant Shares") shall be reduced by an amount adjusted to that number of shares of Common Stock equal to one-third of the Existing Warrant Shares plus the Additional Warrant Shares (where X is the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Additional Warrant Shares shall instead be reduced by an amount equal to one-fourth of derived from the number of Original Warrant Shares. In the event of any such reduction, the Company shall cancel the existing Warrant and issue a new Warrant representing the reduced number of shares issuable upon exercise of the Warrant. (6) The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section (f) and a certificate signed by such firm shall be conclusive evidence of any computation made under this Section (f). (7) Whenever there is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in this Section (f), the Company shall (i) promptly file in the custody of its Secretary or Assistant Secretary a certificate signed by the Chairman of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, setting forth the facts requiring such adjustment and the number and kind of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a Warrant. (8) The Exercise Price and the number of shares issuable upon exercise of this Warrant shall not be adjusted except in the manner and only upon the occurrence of the events heretofore specifically referred to in this Section (f). (9) The Board of Directors of the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase following equation): the number of shares of Common Stock issuable upon exercise which could be purchased hereunder or have already been purchased hereunder immediately after the X + the Existing issuance of each the Jefferies Warrant and/or Shares Warrants or the Additional Jefferies Warrants, as the case may be (cthe "Existing Warrant Shares") provide for ------------------------------ = ---------------------------- the Fully-Diluted the Fully-Diluted Common Stock of the Company Common Stock of the Company immediately prior to the immediately after the issuance issuance of other securities the Jefferies of the Jefferies Warrants or Warrants or the Additional the Additional Jefferies Jefferies Warrants, as the case Warrants, as the case may be may be (in addition to but excluding 5,369,084 (including the Additional shares) Warrant Shares and any additional shares of Common Stock otherwise issuable upon exercise pursuant to the terms of other warrants of the Company similar to this Warrant) upon exercise of each Warrant.)

Anti-Dilution and Adjustment Provisions. The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time beginning on the date of issue of this Warrant, as hereinafter provided: (1) In case the Company shall issue Common Stock as a dividend upon Common Stock or in payment of a dividend thereon or shall subdivide the number of outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise exercise Price then in effect shall be adjusted, effective at the close of business on the record date for the determination of stockholders entitled to receive such dividend or be subject to such subdivision or contraction, to the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Price in effect immediately prior to the close of business on such record date by the number of shares of Common Stock outstanding prior to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contraction. (2) If any capital reorganization or reclassification of the capital stock of the Company (other than as set forth in subsection (1) of this Section (f)), or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected, then, lawful and adequate provision shall be made whereby the holder of each Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable or payable with respect to or in exchange for the Purchasable Shares had they been purchased immediately before such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interest of the Holder to the end that the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (3) Upon each adjustment of the Exercise Price pursuant to subsection (1) of this Section (f), the number of shares of Common Stock specified in each Warrant shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Price in effect after such adjustment. (4) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Common Stock and Exercise Price as are stated in similar Warrants previously issued. (5) If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to March 19On June 30, 2002, the number of shares issuable upon exercise of the specified in this Warrant (the "Original Warrant Shares") shall be reduced increased by an amount equal to one-third of the Additional Warrant Shares (where X is the number of Original Additional Warrant Shares. If ) derived from the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant Shares. In the event of any such reduction, the Company shall cancel the existing Warrant and issue a new Warrant representing the reduced number of shares issuable upon exercise of the Warrant. (6) The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section (f) and a certificate signed by such firm shall be conclusive evidence of any computation made under this Section (f). (7) Whenever there is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in this Section (f), the Company shall (i) promptly file in the custody of its Secretary or Assistant Secretary a certificate signed by the Chairman of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, setting forth the facts requiring such adjustment and the number and kind of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a Warrant. (8) The Exercise Price and the number of shares issuable upon exercise of this Warrant shall not be adjusted except in the manner and only upon the occurrence of the events heretofore specifically referred to in this Section (f). (9) The Board of Directors of the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase following equation: the number of shares of Common Stock issuable upon exercise of each Stock, X + the Existing Warrant and/or (c) provide for Shares which could be purchased hereunder or have already been purchased hereunder immediately after the issuance of other securities the Jefferies Warrants (in addition the "Existing Warrant Shares") -------------------------------------------- = -------------------------- the Fully-Diluted Common Stock of the the Fully-Diluted Common Company immediately prior to the issuance Stock of the Company of the Jefferies Warrants (but excluding immediately after the 5,369,084 shares) issuance of the Jefferies Warrants In addition, on June 30, 2002, if Additional Jefferies Warrants have been issued prior to such date: (i) the number of Additional Warrant Shares (where X is the number of Additional Warrant Shares) shall be calculated in accordance with the following equation for each such issuance and (ii) the number of shares specified in this Warrant shall be further increased by the cumulative amount of Additional Warrant Shares calculated pursuant to clause (i). the number of shares of Common Stock, X + the Existing Warrant Shares which could be purchased hereunder or have already been purchased hereunder immediately after the issuance the Additional Jefferies Warrants (the "Existing Warrant Shares") --------------------------------- = -------------------------------- the Fully-Diluted Common Stock of the Fully-Diluted Common Stock the Company immediately prior to the of the Company immediately after issuance of the Additional Jefferies the issuance of the Additional Warrants Jefferies Warrants (including any additional shares of Common Stock otherwise issuable upon exercise pursuant to the terms of other warrants of the Company similar to this Warrant) upon exercise On any date after June 30, 2002, if any Additional Jefferies Warrants (as defined below) are issued, the number of each shares specified in this Warrant shall be adjusted to that number of shares of Common Stock equal to the Existing Warrant Shares plus the Additional Warrant Shares (where X is the number of Additional Warrant Shares derived from the following equation): the number of shares of Common Stock, X + the Existing Warrant Shares which could be purchased hereunder or have already been purchased hereunder immediately after the issuance the Additional Jefferies Warrants (the "Existing Warrant Shares") --------------------------------- = -------------------------------- the Fully-Diluted Common Stock of the the Fully-Diluted Common Stock Company immediately prior to the of the Company immediately after issuance of the Additional Jefferies the issuance of the Additional Warrants Jefferies Warrants (including the Additional Warrant Shares and any Common Stock issuable pursuant to the terms of other warrants of the Company similar to this Warrant.)

Anti-Dilution and Adjustment Provisions. The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time beginning on the date of issue of this Warrant, as hereinafter provided: (1) In case the Company shall issue Common Stock as a dividend upon Common Stock or in payment of a dividend thereon or shall subdivide the number of outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for the determination of stockholders entitled to receive such dividend or be subject to such subdivision or contraction, to the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Price in effect immediately prior to the close of business on such record date by the number of shares of Common Stock outstanding prior to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contraction. (2) If any capital reorganization or reclassification of the capital stock of the Company (other than as set forth in subsection (1) of this Section (f)), or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected, then, lawful and adequate provision shall be made whereby the holder of each Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable or payable with respect to or in exchange for the Purchasable Shares had they been purchased immediately before such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interest of the Holder to the end that the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (3) Upon the occurrence of each adjustment of the Exercise Price pursuant to subsection Dilution Event (1) of this Section (fas hereinafter defined), the number of shares of Common Stock specified in each this Warrant shall thereupon evidence the right be adjusted to purchase that number of shares of Common Stock (calculated equal to the nearest hundredth Existing Warrant Shares plus the Additional Warrant Shares (where X is the number of a share of Common Stock) obtained by multiplying Additional Warrant Shares derived from the Exercise Price in effect immediately prior to such adjustment by following equation): the number of shares of Common Stock purchasable which could be purchased hereunder or have already been purchased hereunder immediately prior to such adjustment upon exercise Dilution Event (the "Existing Warrant Shares") X + the Existing Warrant Shares = ---------------------------------- ------------------------------------------ the Fully-Diluted Common Stock of such Warrant and dividing the product so obtained by Fully-Diluted Common Stock of the Exercise Price in effect the Company immediately prior to Company immediately after such adjustment. Dilution such Dilution Event Event (4) Irrespective including the Additional Warrant Shares and any additional shares of any Common Stock issuable pursuant to adjustments in other warrants of the number or kind of securities issuable upon exercise of Warrants or Company due to such Dilution Event) provided, that in each case the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Fully-Diluted Common Stock and Exercise Price as are stated in similar Warrants previously issued. shall not include shares of Common Stock, options, warrants or other convertible securities (5including convertible debt) If issued simultaneously with a Dilution Event but which itself is not a Dilution Event. For purposes of this subsection (3) the Company redeems "Fully-Diluted Common Stock of the Company" shall include all issued and outstanding shares of Series F Preferred Common Stock, and all shares of Common Stock on issuable pursuant to all outstanding options, warrants or prior to March 19, 2002, the number of shares issuable upon exercise convertible securities (including convertible debt) of the Warrant (the "Original Warrant Shares") shall be reduced by an amount equal to one-third of the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant SharesCompany. In the event of any such reductionthat this Warrant shall be exercised in full prior to a Dilution Event, the Company shall cancel the existing Warrant and issue a new Warrant representing the reduced number of shares issuable upon exercise amount of the Warrant. adjustment pursuant to this subsection (63) The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section (f) and a certificate signed by such firm shall be conclusive evidence of any computation made under this Section (f). (7) Whenever there is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in this Section (f), the Company shall (i) promptly file in the custody of its Secretary or Assistant Secretary a certificate signed by the Chairman of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, setting forth the facts requiring such adjustment and the number and kind of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a Warrant. (8) The Exercise Price and the number of shares issuable upon exercise of this Warrant shall not be adjusted except in the manner and only issued upon the occurrence of each Dilution Event and such Warrant shall be substantially in the events heretofore specifically referred to in form of this Section (f). (9) Warrant. The Board of Directors of preceding provision shall survive the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase the number of shares of Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each this Warrant.

Anti-Dilution and Adjustment Provisions. The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time beginning on the date of issue of this Warrant, as hereinafter provided: (1) In case the Company shall issue Common Stock as a dividend upon Common Stock or in payment of a dividend thereon or shall subdivide the number of outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for the determination of stockholders entitled to receive such dividend or be subject to such subdivision or contraction, to the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Price in effect immediately prior to the close of business on such record date by the number of shares of Common Stock outstanding prior to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contraction. (2) If any capital reorganization or reclassification of the capital stock of the Company (other than as set forth in subsection (1) of this Section (f)), or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected, then, lawful and adequate provision shall be made whereby the holder of each Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, securities or assets issuable or payable with respect to or in exchange for the Purchasable Shares had they been purchased immediately before such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interest of the Holder to the end that the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (3) Upon the occurrence of each adjustment of the Exercise Price pursuant to subsection Dilution Event (1) of this Section (fas herein- after defined), the number of shares of Common Stock specified in each this Warrant shall thereupon evidence the right be adjusted to purchase that number of shares of Common Stock (calculated equal to the nearest hundredth Existing Warrant Shares plus the Additional Warrant Shares (where X is the number of a share of Common Stock) obtained by multiplying Additional Warrant Shares derived from the Exercise Price in effect immediately prior to such adjustment by following equation): the number of shares of Common Stock purchasable which could be purchased hereunder or have already been purchased hereunder immediately X + the Existing Warrant Shares prior to such Dilution Event (the "Existing Warrant Shares") = ------------------------------- ------------------------------- the Fully-Diluted Common Stock of the Fully-Diluted Common Stock the Company immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Price in effect Company immediately after such adjustment. Dilution Event such Dilution Event (4) Irrespective including the Additional Warrant Shares and any additional shares of any Common Stock issuable pursuant to adjustments in other warrants of the number or kind of securities issuable upon exercise of Warrants or Company due to such Dilution Event) provided, that in each case the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Fully-Diluted Common Stock and Exercise Price as are stated in similar Warrants previously issued. shall not include shares of Common Stock, options, warrants or other convertible securities (5including convertible debt) If issued simultaneously with a Dilution Event but which itself is not a Dilution Event. For purposes of this subsection (3) the Company redeems "Fully-Diluted Common Stock of the Company" shall include all issued and outstanding shares of Series F Preferred Common Stock, and all shares of Common Stock on issuable pursuant to all outstanding options, warrants or prior to March 19, 2002, the number of shares issuable upon exercise convertible securities (including convertible debt) of the Warrant (the "Original Warrant Shares") shall be reduced by an amount equal to one-third of the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant SharesCompany. In the event of any such reductionthat this Warrant shall be exercised in full prior to a Dilution Event, the Company shall cancel the existing Warrant and issue a new Warrant representing the reduced number of shares issuable upon exercise amount of the Warrant. adjustment pursuant to this subsection (63) The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section (f) and a certificate signed by such firm shall be conclusive evidence of any computation made under this Section (f). (7) Whenever there is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in this Section (f), the Company shall (i) promptly file in the custody of its Secretary or Assistant Secretary a certificate signed by the Chairman of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, setting forth the facts requiring such adjustment and the number and kind of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a Warrant. (8) The Exercise Price and the number of shares issuable upon exercise of this Warrant shall not be adjusted except in the manner and only issued upon the occurrence of each Dilution Event and such Warrant shall be substantially in the events heretofore specifically referred to in form of this Section (f). (9) Warrant. The Board of Directors of preceding provision shall survive the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase the number of shares of Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each this Warrant.

Anti-Dilution and Adjustment Provisions. (a) The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant Conversion Factor shall be subject to adjustment from time to time beginning on adjusted in the date of issue of this Warrant, as hereinafter provided: event that the General Partner (1i) In case the Company shall issue Common Stock as declares or pays a dividend upon Common Stock on its outstanding Shares in Shares or makes a distribution to all holders of its outstanding Shares in payment Shares, (ii) subdivides its outstanding Shares, or (iii) combines its outstanding Shares into a smaller number of Shares. The Conversion Factor shall be adjusted by multiplying the Conversion Factor by a dividend thereon or fraction, the numerator of which shall subdivide be the number of Shares issued and outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for the determination of stockholders entitled to receive such dividend or be subject to such subdivision or contraction, to the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Price in effect immediately prior to the close of business on such record date by the number of shares of Common Stock outstanding prior to such dividend, distribution, subdivision or contraction, by combination (B) the sum of the number of shares of Common Stock outstanding immediately after assuming for such purposes that such dividend, subdivisiondistribution, subdivision or contractioncombination has occurred as of such time) and the denominator of which shall be the actual number of Shares (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (2b) If at any capital reorganization or reclassification time the General Partner grants to its stockholders any right to subscribe pro rata for additional securities of the capital stock of the Company (General Partner, whether Common Stock or other than as set forth in subsection (1) of this Section (f))classifications, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected, then, lawful and adequate provision shall be made whereby the holder of each Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, for any other securities or assets issuable or payable with respect to or in exchange for the Purchasable Shares had they interests that a Contributing Partner would have been purchased immediately before such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interest of the Holder to the end that the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (3) Upon each adjustment of the Exercise Price pursuant to subsection (1) of this Section (f)subscribe for if, the number of shares of Common Stock specified in each Warrant shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by grant, such Contributing Partner had exercised its Redemption Rights and received the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Share Purchase Price in effect after such adjustment. (4) Irrespective payment thereof, in lieu of any adjustments adjustment under any other subsection of this Section 6 or other provision of this Agreement, then the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue General Partner also shall grant to express each Contributing Partner the same number of shares of Common Stock and Exercise Price as are stated in similar Warrants previously issued. (5) If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to March 19, 2002, the number of shares issuable upon exercise of the Warrant (the "Original Warrant Shares") shall be reduced by an amount equal to one-third of the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant Shares. In the event of any such reduction, the Company shall cancel the existing Warrant and issue a new Warrant representing the reduced number of shares issuable upon exercise of the Warrant. (6) The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section (f) and a certificate signed by such firm shall be conclusive evidence of any computation made under this Section (f). (7) Whenever there is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, as provided in this Section (f), the Company shall (i) promptly file in the custody of its Secretary or Assistant Secretary a certificate signed by the Chairman of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, setting forth the facts requiring such adjustment and the number and kind of securities issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating subscription rights that such adjustment has been effected Contributing Partner would be entitled to if such Contributing Partner had exercised its Redemption Rights in full and stating received the Exercise Share Purchase Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a Warrant. (8) The Exercise Price and the number of shares issuable upon exercise of this Warrant shall not be adjusted except in the manner and only upon the occurrence of the events heretofore specifically referred to in this Section (f). (9) The Board of Directors of the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase the number of shares of Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each Warrant.satisfaction

Anti-Dilution and Adjustment Provisions. The Exercise Price and (a) If the General Partner or the Partnership increases or decreases the number of its issued and kind outstanding Shares or limited partnership units, as the case may be, by means of securities purchasable upon (i) the exercise payment of this Warrant a stock dividend or the making of any other distribution on the Shares (or limited partnership units) payable in its Common Stock (or limited partnership units), (ii) a subdivision of Shares or limited partnership units or (iii) a consolidation or combination of Shares or limited partnership units, the Conversion Factor shall be subject adjusted so as to adjustment from time to time beginning on result in the date of issue of this Warrant, as hereinafter provided:Redemption Rights not being diluted or expanded thereby. (1b) In case If at any time the Company shall issue Common Stock as a dividend upon General Partner grants to its stockholders any right to subscribe pro rata for additional securities of the General Partner, whether Common Stock or in payment of a dividend thereon other classifications, or shall subdivide the number of outstanding shares of its Common Stock into a greater number of shares for any other securities or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for the determination of stockholders interests that Contributing Partners would have been entitled to receive such dividend or be subject to such subdivision or contractionsubscribe for if, to the price (computed to the nearest thousandth of a cent) determined by dividing (A) the product obtained by multiplying the Exercise Price in effect immediately prior to such grant, Contributing Partners had exercised their Redemption Rights and received the close Share Purchase Price in payment thereof, in lieu of business on such record date by any readjustment under any other subsection of this Section 6, then the number of shares of Common Stock outstanding General Partner also shall grant to Contributing Partners the same subscription rights that Contributing Partners would be entitled to if Contributing Partners had exercised their Redemption Rights in full and received the Share Purchase Price in satisfaction thereof prior to such dividend, subdivision or contraction, by (B) the sum of the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contractiongrant. (2c) If any capital reorganization Upon the occurrence of a Major Transaction Event where all or reclassification a portion of the capital stock consideration received by stockholders of the Company (other than as set forth General Partner in subsection (1) connection with such Major Transaction Event is in the form of this Section (f))securities in a successor entity, or consolidation or merger the General Partner shall cause effective provision to be made so that, upon exercise of the Company with another corporationRedemption Rights and payment of the Purchase Price by means of the Share Purchase Price, or the sale of all or substantially all of its assets to another corporation Contributing Partners shall be effected, then, lawful and adequate provision shall be made whereby the holder of each Warrant shall thereafter have the right thereafter to purchase and receive upon the basis and upon the terms and conditions specified in the Warrant and acquire, in lieu of the Shares which would have been surrendered therefor, the kind and amount of shares of Common Stock of the Company immediately theretofore purchasable stock and receivable upon the exercise of the rights represented by such Warrant (the "Purchasable Shares"), such shares of stock, other securities or assets issuable and property and interests as would be issued or payable with respect to or in exchange for the Purchasable number of Shares constituting the Share Purchase Price as if such Redemption Rights had they been purchased exercised and the General Partner had satisfied the Redemption Rights by delivery of the Share Purchase Price immediately before such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interest of the Holder to the end that the provisions of the Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon the exercise of Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchaseMajor Transaction Event. (3d) Upon each adjustment of the Exercise Price pursuant to subsection (1) of this Section (f), the number of shares of Common Stock specified in each Warrant shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of such Warrant and dividing the product so obtained by the Exercise Price in effect after such adjustment. (4) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number of shares of Common Stock and Exercise Price as are stated in similar Warrants previously issued. (5) If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to March 19, 2002, the number of shares issuable upon exercise of the Warrant (the "Original Warrant Shares") shall be reduced by an amount equal to one-third of the number of Original Warrant Shares. If the Company redeems all issued and outstanding shares of Series F Preferred Stock on or prior to June 19, 2002, the number of Original Warrant Shares shall instead be reduced by an amount equal to one-fourth of the number of Original Warrant Shares. In the event of any Major Transaction Event where no portion of the consideration received by stockholders of the General Partner in connection with such reductionMajor Transaction Event is in the form of securities in a successor entity, each Unitholder shall be entitled to exercise the Redemption Rights in full prior to the consummation of such Major Transaction Event, and, with respect to any Shares acquired upon exercise thereof, shall be entitled to all of the rights of the other holders of Shares with respect to any distribution by the General Partner (or the other party to such Major Transaction Event) in connection with such Major Transaction Event. If not exercised within forty-five days after written notice from the General Partner of such Major Transaction Event (which shall be given promptly after such Major Transaction Event is announced to the public) or such shorter period between the date of such notice and the effective date of such Major Transaction Event, the Company Redemption Rights shall cancel terminate at the existing Warrant and issue a new Warrant representing expiration of such period, but the reduced number of shares issuable upon exercise of the WarrantRedemption Rights shall be revived if such Major Transaction Event is not consummated. (6e) The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm provisions of independent public accountants of recognized standing selected by the Company's Board of Directors, to make any computation required under this Section 6 shall apply to successive events that may occur from time to time but only shall apply to a particular event if it occurs prior to the exercise in full of the Redemption Rights or the liquidation of the Partnership. (f) and a certificate signed by such firm shall be conclusive evidence of any computation made under this Section (f). (7) Whenever there the Conversion Factor is an adjustment in the Exercise Price or in the number or kind of securities issuable upon exercise of the Warrants, or both, adjusted as provided in this Section (f)herein provided, the Company General Partner shall (i) promptly file compute the adjusted Conversion Factor in the custody of its Secretary or Assistant Secretary accordance with Section 6 and shall prepare a certificate signed by the Chairman chief financial officer of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, General Partner setting forth the adjusted Conversion Factor and showing in reasonable detail the facts requiring upon which such adjustment is based, and such certificate shall forthwith be filed at the number offices of the General Partner and kind mailed to the holders of securities issuable upon exercise the Redemption Rights within 30 days of each Warrant after such the date of the adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of a Warrant. (8) The Exercise Price g) Notwithstanding anything above to the contrary, the Contributing Partners will be entitled to adjustments to protect against dilution, and to protect against deferral of receipt of benefits, that are no less favorable than the number adjustments and protection against deferral of shares issuable upon exercise receipt of this Warrant shall not be adjusted except benefits which are received by any other holder of limited partnership units in the manner and only upon the occurrence of the events heretofore specifically referred to in this Section (f)Partnership. (9) The Board of Directors of the Company may, in its sole discretion, (a) reduce the Exercise Price of each Warrant, (b) increase the number of shares of Common Stock issuable upon exercise of each Warrant and/or (c) provide for the issuance of other securities (in addition to the shares of Common Stock otherwise issuable upon exercise of the Warrant) upon exercise of each Warrant.