Common use of Exercise of the Warrants Clause in Contracts

Exercise of the Warrants. Warrants may be exercised at any time on or after March 1, 2001 and prior to 5:00 p.m. New York City time on March 1, 2006 (the "Expiration Date"). The holder of Warrants evidenced by this Warrant Certificate may exercise such Warrants by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment to the Company of the Exercise Price for each Warrant then exercised. Exercise of this Warrant by a person other than the registered holder named in the preamble of this warrant is subject to the approval of such person for admission as a member of the company by the members of the company who may grant or withhold such consent in their absolute discretion. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, the Company shall issue to the holder hereof or his permitted assignee a new Warrant Certificate evidencing the number of Warrants not exercised. No cash dividend shall be paid to a holder of Warrants Shares issuable upon the exercise of Warrants unless such holder was, as of the record date for the declaration of such dividend, the record holder of such Warrant Shares. No Warrant may be exercised after the Expiration Date, and to the extent not exercised by such time, such Warrants shall become void. The Company shall give notice of expiration not less than 90 nor more than 120 days prior to the Expiration Date to the registered holders of the then outstanding Warrants; provided, however, that if the Company fails to give such notice, the Warrants shall still terminate and become void on the Expiration Date.

Exercise of the Warrants. Warrants may be exercised at any time on or after March 1, 2001 ___________ and prior to 5:00 p.m. New York City time on March 1, 2006 ___________ (the "Expiration Date"). The holder of Warrants evidenced by this Warrant Certificate may exercise such Warrants by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment to the Company of the Exercise Price for each Warrant then exercised. Exercise of this Warrant by a person other than the registered holder named in the preamble of this warrant Warrant is subject to the approval of such person for admission as a member Member of the company Company by the members Members of the company Company who may grant or withhold such consent in their absolute discretion. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, the Company shall issue to the holder hereof or his permitted assignee a new Warrant Certificate evidencing the number of Warrants not exercised. No cash dividend shall be paid to a holder of Warrants Shares issuable upon the exercise of Warrants unless such holder was, as of the record date for the declaration of such dividend, the record holder of such Warrant Shares. No Warrant may be exercised after the Expiration Date, and to the extent not exercised by such time, such Warrants shall become void. The Company shall give notice of expiration not less than 90 nor more than 120 days prior to the Expiration Date to the registered holders of the then outstanding Warrants; provided, however, that if the Company fails to give such notice, the Warrants shall still terminate and become void on the Expiration Date.

Exercise of the Warrants. The Warrants may be exercised upon surrender to the Company, at any time on or after March 1the office of the Warrant Agent, 2001 and prior of the certificate evidencing the Warrant to 5:00 p.m. New York City time on March 1be exercised, 2006 (together with the "Expiration Date"). The holder of Warrants evidenced by this Warrant Certificate may exercise such Warrants by surrendering this Warrant CertificatePurchase Form, with in the form of election to purchase set forth hereon properly completed Exhibit B hereto, on the reverse thereof duly filled in and executedsigned, together with and upon payment to the Company Company, of the Exercise Price (as determined in accordance with the provisions of Sections 2 and 6 hereof), for each the number of Warrant Shares in respect of which such Warrant is then exercised. Exercise of this Upon partial exercise, a Warrant by a person other than Certificate for the registered holder named in the preamble of this warrant is subject unexercised portion shall be delivered to the approval of such person for admission as a member Holder. Payment of the company aggregate Exercise Price shall be payable in cash or by the members certified or official bank check or wire transfer. Subject to Section 3 hereof, upon such surrender of the company who may grant or withhold such consent in their absolute discretion. In Warrants and payment of the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced herebyExercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the holder hereof written order of the Holder and in such name or his permitted assignee names as the Holder may designate, a new Warrant Certificate evidencing certificate or certificates for the number of Warrants not exercised. No cash dividend shall be paid to a holder of Warrants full Warrant Shares issuable so purchased upon the exercise of Warrants unless such Warrant, together with cash, as provided in Section 10 hereof, in respect of any fractional Warrant Shares otherwise issuable upon such exercise. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder was, of record of such Warrant Shares as of the record date for of the declaration of such dividend, the record holder surrender of such Warrant Shares. No Warrant may be exercised after the Expiration Date, and to the extent not exercised by such time, such Warrants shall become void. The Company shall give notice of expiration not less than 90 nor more than 120 days prior to the Expiration Date to the registered holders payment of the then outstanding WarrantsExercise Price, as aforesaid; provided, however, that if if, at the Company fails to give date of surrender of such noticeWarrant and payment of such Exercise Price, the Warrants transfer books for the Warrant Shares or other class of stock purchasable upon the exercise of such Warrant shall still terminate and become void be closed, the certificates for the Warrant Shares in respect of which such Warrant are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 calendar days.

Exercise of the Warrants. The Warrants may be exercised upon surrender to the Company, at any time on or after March 1its principal office, 2001 and prior of the certificate evidencing the particular Warrant to 5:00 p.m. New York City time on March 1be exercised, 2006 (the "Expiration Date"). The holder of Warrants evidenced by this Warrant Certificate may exercise such Warrants by surrendering this Warrant Certificate, together with the form of election to purchase set forth hereon properly Purchase Form on the reverse thereof duly completed and executed, together with and upon payment to the Company of the Exercise Price Price, for each the number of Warrant Shares in respect of which such Warrant is then exercised. Exercise of this Upon partial exercise, a Warrant by a person other than certificate for the registered holder named in the preamble of this warrant is subject unexercised portion shall be delivered to the approval of such person for admission as a member Holder. Payment of the company by the members aggregate Exercise Price shall be made as provided in Section 2.3 below. Subject to Section 3 hereof, upon such surrender of a Warrant, a completed Purchase Form, and payment of the company who may grant or withhold such consent in their absolute discretion. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced herebyExercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the holder hereof written order of the Holder and in such name or his permitted assignee names as the Holder may designate, a new Warrant Certificate evidencing certificate or certificates for the number of Warrants not exercised. No cash dividend shall be paid to a holder of Warrants full Warrant Shares issuable so purchased upon the exercise of Warrants unless the particular Warrant, together with an additional whole share in respect of any fractional Warrant Share otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder was, of record of such Warrant Shares as of the record date for of the declaration surrender of such dividendthe particular Warrant, the record holder of such Warrant Shares. No Warrant may be exercised after the Expiration Datecompleted Purchase Form, and to the extent not exercised by such time, such Warrants shall become void. The Company shall give notice of expiration not less than 90 nor more than 120 days prior to the Expiration Date to the registered holders payment of the then outstanding WarrantsExercise Price, as aforesaid; provided, however, that if if, at the Company fails to give date of surrender of the particular Warrant, completed Purchase Form, and payment of such noticeExercise Price, the Warrants transfer books for the Warrant Shares or other class of stock purchasable upon the exercise of the particular Warrant shall still terminate and become void be closed, the certificates for the Warrant Shares in respect of which the particular Warrant is then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 calendar days.

Exercise of the Warrants. The Warrants may be exercised upon surrender to the Company, at any time on or after March 1its principal office, 2001 and prior of the original certificate evidencing the Warrant to 5:00 p.m. New York City time on March 1be exercised, 2006 (together with the "Expiration Date"). The holder of Warrants evidenced by this Warrant Certificate may exercise such Warrants by surrendering this Warrant CertificatePurchase Form, with in the form of election Exhibit B hereto, on the reverse thereof duly filled in and signed, and upon payment to purchase set forth hereon properly completed the Company, of the Warrant Price (as defined in and executeddetermined in accordance with the provisions of Sections 2 and 6 hereof), together with payment for the number of Warrant Shares in respect of which such Warrant is then exercised. Upon partial exercise, a Warrant Certificate for the unexercised portion shall be delivered to the Holder. Payment of the aggregate Warrant Price shall be payable (i) in cash, (ii) by certified or official bank check or wire transfer or (iii) by delivery to the Company of the Exercise Price Company's 12% Senior Subordinated Notes due 2001 (the "Notes") which shall be valued for each Warrant then exercisedthis purpose at the principal amount thereof so delivered plus the accrued and unpaid interest thereon. Exercise of this Warrant by a person other than the registered holder named in the preamble of this warrant is subject Subject to the approval of Section 3 hereof, upon such person for admission as a member surrender of the company by the members Warrants and payment of the company who may grant or withhold such consent in their absolute discretion. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced herebyWarrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the holder hereof written order of the Holder and in such name or his permitted assignee names as the Holder may designate, a new Warrant Certificate evidencing certificate or certificates for the number of Warrants not exercised. No cash dividend shall be paid to a holder of Warrants full Warrant Shares issuable so purchased upon the exercise of Warrants unless such Warrant, together with cash, as provided in Section 9 hereof, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder was, of record of such Warrant Shares as of the record date for of the declaration of such dividend, the record holder surrender of such Warrant Shares. No Warrant may be exercised after the Expiration Date, and to the extent not exercised by such time, such Warrants shall become void. The Company shall give notice of expiration not less than 90 nor more than 120 days prior to the Expiration Date to the registered holders payment of the then outstanding WarrantsWarrant Price, as aforesaid; provided, however, -------- ------- that if if, at the date of surrender of such Warrant and payment of such Warrant Price, the transfer books for the Warrant Shares or other class of stock purchasable upon the exercise of such Warrant shall be closed, the certificates for the Warrant Shares in respect of which such Warrant are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Expiration Date or the Notice Period) and until such date the Company fails shall be under no duty to give deliver any certificate for such noticeWarrant Shares; provided, further, that the Warrants transfer books -------- ------- of record, unless otherwise required by law, shall still terminate not be closed at any one time for a period longer than 20 calendar days and become void on shall not be closed if a notice pursuant to Section 1.4 has been sent to the Expiration DateHolders.

Exercise of the Warrants. The Warrants may be exercised upon surrender to the Company, at any time on or after March 1its principal office, 2001 and prior of the certificate evidencing the particular Warrant to 5:00 p.m. New York City time on March 1be exercised, 2006 (the "Expiration Date"). The holder of Warrants evidenced by this Warrant Certificate may exercise such Warrants by surrendering this Warrant Certificate, together with the form of election to purchase set forth hereon properly Purchase Form on the reverse thereof duly completed and executed, together with and upon payment to the Company of the Exercise Price Price, for each the number of Warrant Shares in respect of which such Warrant is then exercised. Exercise of this Upon partial exercise, a Warrant by a person other than certificate for the registered holder named in the preamble of this warrant is subject unexercised portion shall be delivered to the approval of such person for admission as a member Holder. Payment of the company by the members aggregate. Exercise Price shall be made as provided in Section 2.3 below. Subject to Section 3 hereof, upon such surrender of a Warrant, a completed Purchase Form, and payment of the company who may grant or withhold such consent in their absolute discretion. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced herebyExercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the holder hereof written order of the Holder and in such name or his permitted assignee names as the Holder may designate, a new Warrant Certificate evidencing certificate or certificates for the number of Warrants not exercised. No cash dividend shall be paid to a holder of Warrants full Warrant Shares issuable so purchased upon the exercise of Warrants unless the particular Warrant, together with an additional whole share in respect of any fractional Warrant Share otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder was, of record of such Warrant Shares as of the record date for of the declaration surrender of such dividendthe particular Warrant, the record holder of such Warrant Shares. No Warrant may be exercised after the Expiration Datea completed Purchase Form, and to the extent not exercised by such time, such Warrants shall become void. The Company shall give notice of expiration not less than 90 nor more than 120 days prior to the Expiration Date to the registered holders payment of the then outstanding WarrantsExercise Price, as aforesaid; provided, however, that if if, at the Company fails to give date of surrender of the particular Warrant, a completed Purchase Form, and payment of such noticeExercise Price, the Warrants transfer books for the Warrant Shares or other class of stock purchasable upon the exercise of the particular Warrant shall still terminate and become void be closed, the certificates for the Warrant Shares in respect of which the particular Warrant is then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 calendar days.

Exercise of the Warrants. The Warrants may be exercised at any time on or after March 1, 2001 and prior to 5:00 p.m. New York City time on March 1, 2006 (by surrendering the "Expiration Date"). The holder of Warrants evidenced by this Warrant Certificate may exercise such Warrants by surrendering this and the completed and signed Notice of Exercise, substantially in the form of Exhibit I to the Warrant Certificate, with to the form of election to purchase set forth hereon properly completed Company, at its principal office, and executed, together with upon payment to the Company of the Exercise Purchase Price for each Warrant then exercised. Exercise of this Warrant by a person other than the registered holder named in the preamble of this warrant is subject to the approval of such person for admission as a member of the company by the members of the company who may grant or withhold such consent in their absolute discretion. In the event that upon any exercise of Warrants evidenced hereby the number of Warrant Shares in respect of which the Warrants are then being exercised (such surrender of the Warrants, delivery of the Notice of Exercise and payment of the Exercise Price is hereinafter called the "Exercise of the Warrant"). Upon partial exercise, the Company shall deliver a new Warrant Certificate for the unexercised portion to the Holder within 10 Business Days. Payment of the Purchase Price shall be less than by delivery of cash, or a certified or official bank check. Subject to Section 3 hereof, upon surrender of a Warrant Certificate and payment of the total number of Warrants evidenced herebyExercise Price as aforesaid, the Company shall issue to and deliver within 10 Business Days in the holder hereof name of the Holder, or his permitted assignee upon the written order of the Holder thereof, in such name or names as the Holder may designate, a new Warrant Certificate evidencing certificate or certificates for the number of Warrants not exercisedWarrant Shares so purchased upon the Exercise of the Warrant, together with cash, as provided in Section 6.3 hereof, in lieu of any fractional Warrant Shares otherwise issuable upon such surrender. No cash dividend Such certificate or certificates shall be paid deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of Warrants record of such Warrant Shares issuable upon the exercise of Warrants unless such holder was, as of the record date for the declaration of such dividend, the record holder of such Warrant Shares. No Warrant may be exercised after the Expiration Date, and to the extent not exercised by such time, such Warrants shall become void. The Company shall give notice of expiration not less than 90 nor more than 120 days prior to the Expiration Date to the registered holders applicable of the then outstanding Warrants; providedExercise of the Warrant and payment of the Exercise Price, however, that if the Company fails to give such notice, the Warrants shall still terminate and become void on the Expiration Dateas aforesaid.

Exercise of the Warrants. Warrants A. Subject to the provisions of this Agreement, each registered holder of a Warrant Certificate shall have the right which may be exercised commencing at any time the opening of business on or after March 1December 27, 2001 and prior to 5:00 p.m. New York City time on March 1, 2006 1996 (the "Expiration 1996-B Warrant Date"). The , and which shall terminate at 5:00 p.m. on February 28, 2002, or such later date or dates as the Company may determine (the "1996-B Warrant Termination Date"), to purchase from the Company, and the Company shall issue and sell to such registered holder of Warrants evidenced by this the Warrant Certificate may exercise Certificate, the number of fully paid and non-assessable shares of Common Stock specified in such Warrants by surrendering this Warrant Certificate, upon surrender to the Company at the office of the Warrant Agent of such Warrant Certificate, with the form of election to purchase set forth hereon properly completed on the reverse thereof duly filled in and executed, together with signed and upon payment to the Company of the Exercise Price Purchase Price, determined in accordance with the provisions of Sections 8 and 9 of this Agreement, for each Warrant the number of Common Shares in respect of which such Warrants are then exercised. Exercise Payment of this such Purchase Price shall be made in cash or by certified check or bank draft payable to the order of the Company. No adjustment shall be made for any dividends on any Common Stock issuable upon exercise of a Warrant. B. Upon the surrender of the Warrant by a person other than Certificate, with the form of election to purchase duly executed, and payment of the Purchase Price as aforesaid, the Warrant Agent shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder named in the preamble of this warrant is subject to the approval of such person Warrant Certificate and in such name or names as such registered holder may designate, a certificate or certificates for admission as a member of the company by the members of the company who may grant or withhold such consent in their absolute discretion. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number full shares of Warrants evidenced hereby, the Company shall issue to the holder hereof or his permitted assignee a new Warrant Certificate evidencing the number of Warrants not exercised. No cash dividend shall be paid to a holder of Warrants Shares issuable Common Stock so purchased upon the exercise of Warrants unless such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder was, of record of such Common Stock as of the record date for of the declaration of such dividend, the record holder surrender of such Warrant Shares. No Warrant may be exercised after the Expiration Date, Certificate and to the extent not exercised by such time, such Warrants shall become void. The Company shall give notice of expiration not less than 90 nor more than 120 days prior to the Expiration Date to the registered holders payment of the then outstanding WarrantsPurchase Price as aforesaid; provided, however, that if if, at the date of surrender of such Warrant Certificate and payment of such Purchase Price, the transfer books for the Common Stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the Common Stock in respect to which such Warrants are then exercised shall be issuable as of the next date on which such books shall be opened, and until such date the Company fails shall be under no duty to give deliver any certificate for such noticeCommon Stock. C. The rights of purchase represented by the Warrant Certificate shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the Common Stock specified therein and, in the event that any Warrant Certificate is exercised in respect of less than all of the Common Stock specified therein at any time prior to the D. No Warrant is exercisable by a holder unless, at the time of exercise by such holder, (1) there is either (a) a registration statement or prospectus covering the shares of Common Stock underlying the Warrant that is effective under (i) the Securities Act of 1933, as amended, and (ii) the securities laws of the state of the address of record of such holder, or (b) an exemption is available from registration for the exercise of the Warrant and issuance of the shares of Common Stock in the opinion of counsel to the Company; and (2) such exercise and issuance would otherwise be in compliance with applicable law in the opinion of counsel to the Company. No Warrant may be, directly or indirectly, transferred to, or exercised by, any person in any state where such transfer or exercise would violate any law, including securities law, of such state in the opinion of counsel to the Company. E. Prior to the exercise of the Warrants evidenced thereby, the holder of a Warrant Certificate shall not be entitled to any rights of a shareholder of the Company with respect to the shares for which the Warrants shall still terminate are exercisable, including, without limitation, the right to vote, to receive dividends or other F. To the extent that any Warrant Certificates remain outstanding and become void unexercised at 5:00 p.m. on the Warrant Expiration Date, such outstanding Warrant Certificates, and any and all rights to purchase Common stock associated therewith, shall automatically become null and void and shall have no further force or effect whatsoever.

Exercise of the Warrants. Warrants A. Subject to the provisions of this Agreement, each registered holder of a Warrant Certificate shall have the right which may be exercised commencing at any time the opening of business on or after March 1April 8, 2001 and prior to 5:00 p.m. New York City time on March 1, 2006 1997 (the "Expiration 1997 Warrant Date"). The , and which shall terminate at 5:00 p.m., on the fifth annual anniversary of the termination date of the offering of the Units containing the Warrants (the "Termination Date"), or such later date or dates as the Company may determine (the "1997 Warrant Termination Date"), to purchase from the Company, and the Company shall issue and sell to such registered holder of Warrants evidenced by this the Warrant Certificate may exercise Certificate, the number of fully paid and non-assessable shares of Common Stock specified in such Warrants by surrendering this Warrant Certificate, upon surrender to the Company at the office of the Warrant Agent of such Warrant Certificate, with the form of election to purchase set forth hereon properly completed on the reverse thereof duly filled in and executed, together with signed and upon payment to the Company of the Exercise Price Purchase Price, determined in accordance with the provisions of Sections 8 and 9 of this Agreement, for each Warrant the number of Common Shares in respect of which such Warrants are then exercised. Exercise Payment of this such Purchase Price B. Upon the surrender of the Warrant by a person other than Certificate, with the form of election to purchase duly executed, and payment of the Purchase Price as aforesaid, the Warrant Agent shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder named in the preamble of this warrant is subject to the approval of such person Warrant Certificate and in such name or names as such registered holder may designate, a certificate or certificates for admission as a member of the company by the members of the company who may grant or withhold such consent in their absolute discretion. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number full shares of Warrants evidenced hereby, the Company shall issue to the holder hereof or his permitted assignee a new Warrant Certificate evidencing the number of Warrants not exercised. No cash dividend shall be paid to a holder of Warrants Shares issuable Common Stock so purchased upon the exercise of Warrants unless such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder was, of record of such Common Stock as of the record date for of the declaration of such dividend, the record holder surrender of such Warrant Shares. No Warrant may be exercised after the Expiration Date, Certificate and to the extent not exercised by such time, such Warrants shall become void. The Company shall give notice of expiration not less than 90 nor more than 120 days prior to the Expiration Date to the registered holders payment of the then outstanding WarrantsPurchase Price as aforesaid; provided, however, that if if, at the date of surrender of such Warrant Certificate and payment of such Purchase Price, the transfer books for the Common Stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the Common Stock in respect to which such Warrants are then exercised shall be issuable as of the next date on which such books shall be opened, and until such date the Company fails shall be under no duty to give deliver any certificate for such noticeCommon Stock. C. The rights of purchase represented by the Warrant Certificate shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for D. No Warrant is exercisable by a holder unless, at the time of exercise by such holder, (1) there is either (a) a registration statement or prospectus covering the shares of Common Stock underlying the Warrant that is effective under (i) the Securities Act of 1933, as amended, and (ii) the securities laws of the state of the address of record of such holder, or (b) an exemption is available from registration for the exercise of the Warrant and issuance of the shares of Common Stock in the opinion of counsel to the Company; and (2) such exercise and issuance would otherwise be in compliance with applicable law in the opinion of counsel to the Company. No Warrant may be, directly or indirectly, transferred to, or exercised by, any person in any state where such transfer or exercise would violate any law, including securities law, of such state in the opinion of counsel to the Company. E. Prior to the exercise of the Warrants evidenced thereby, the Warrants holder of a Warrant Certificate shall still terminate not be entitled F. To the extent that any Warrant Certificates remain outstanding and become void unexercised at 5:00 p.m. on the Expiration 1997 Warrant Termination Date, such outstanding Warrant Certificates, and any and all rights to purchase Common stock associated therewith, shall automatically become null and void and shall have no further force or effect whatsoever.

Exercise of the Warrants. The Warrants may be exercised upon surrender to the Company, at any time on or after March 1its principal office, 2001 and prior of the certificate evidencing the Warrant to 5:00 p.m. New York City time on March 1be exercised, 2006 (together with the "Expiration Date"). The holder of Warrants evidenced by this Warrant Certificate may exercise such Warrants by surrendering this Warrant CertificatePurchase Form, with in the form of election Exhibit B hereto, on the reverse thereof duly filled in and signed, and upon payment to purchase set forth hereon properly completed the Company, of the Warrant Price (as defined in and executeddetermined in accordance with the provisions of Sections 2 and 6 hereof), together with payment for the number of Warrant Shares in respect of which such Warrant is then exercised. Upon partial exercise, a Warrant Certificate for the unexercised portion shall be delivered to the Holder. Payment of the aggregate Warrant Price shall be payable in cash, by certified or official bank check or wire transfer, or by delivery to the Company of the Exercise Price Company's 11% Subordinated Notes due 2004, which shall be valued for each Warrant then exercisedthis purpose at the principal amount thereof so delivered plus the accrued interest thereon. Exercise of this Warrant by a person other than the registered holder named in the preamble of this warrant is subject Subject to the approval of Section 3 hereof, upon such person for admission as a member surrender of the company by the members Warrants and payment of the company who may grant or withhold such consent in their absolute discretion. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced herebyWarrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the holder hereof written order of the Holder and in such name or his permitted assignee names as the Holder may designate, a new Warrant Certificate evidencing certificate or certificates for the number of Warrants not exercised. No cash dividend shall be paid to a holder of Warrants full Warrant Shares issuable so purchased upon the exercise of Warrants unless such Warrant, together with cash, as provided in Section 9 hereof, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder was, of record of such Warrant Shares as of the record date for of the declaration of such dividend, the record holder surrender of such Warrant Shares. No Warrant may be exercised after the Expiration Date, and to the extent not exercised by such time, such Warrants shall become void. The Company shall give notice of expiration not less than 90 nor more than 120 days prior to the Expiration Date to the registered holders payment of the then outstanding WarrantsWarrant Price, as aforesaid; provided, however, that if if, at the date of surrender of such Warrant and payment of such Warrant Price, the transfer books for the Warrant Shares or other class of stock purchasable upon the exercise of such Warrant shall be closed, the certificates for the Warrant Shares in respect of which such Warrant are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Expiration Date or the Notice Period) and until such date the Company fails shall be under no duty to give deliver any certificate for such noticeWarrant Shares; provided, further, that the Warrants transfer books of record, unless otherwise required by law, shall still terminate and become void on the Expiration Datenot be closed at any one time for a period longer than 20 calendar days.

Exercise of the Warrants. The Warrants may be exercised upon surrender to the Company, at any time on or after March 1its principal office, 2001 and prior of the certificate evidencing the particular Warrant to 5:00 p.m. New York City time on March 1be exercised, 2006 (the "Expiration Date"). The holder of Warrants evidenced by this Warrant Certificate may exercise such Warrants by surrendering this Warrant Certificate, together with the form of election to purchase set forth hereon properly Purchase Form on the reverse thereof duly completed and executed, together with and upon payment to the Company of the Exercise Price Price, for each the number of Warrant Shares in respect of which such Warrant is then exercised. Exercise of this Upon partial exercise, a Warrant by a person other than certificate for the registered holder named in the preamble of this warrant is subject unexercised portion shall be delivered to the approval of such person for admission as a member Holder. Payment of the company by the members aggregate Exercise Price shall be made as provided in Section 2.3 below. Subject to Section 3 hereof, upon such surrender of a Warrant, a completed Purchase Form, and payment of the company who may grant or withhold such consent in their absolute discretion. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced herebyExercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the holder hereof written order of the Holder and in such name or his permitted assignee names as the Holder may designate, a new Warrant Certificate evidencing certificate or certificates for the number of Warrants not exercised. No cash dividend shall be paid to a holder of Warrants full Warrant Shares issuable so purchased upon the exercise of Warrants unless the particular Warrant, together with an additional whole share in respect of any fractional Warrant Share otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder was, of record of such Warrant Shares as of the record date for of the declaration surrender of such dividendthe particular Warrant, the record holder of such Warrant Shares. No Warrant may be exercised after the Expiration Datea completed Purchase Form, and to the extent not exercised by such time, such Warrants shall become void. The Company shall give notice of expiration not less than 90 nor more than 120 days prior to the Expiration Date to the registered holders payment of the then outstanding WarrantsExercise Price, as aforesaid; provided, however, that if if, at the Company fails to give -------- ------- date of surrender of the particular Warrant, a completed Purchase Form, and payment of such noticeExercise Price, the Warrants transfer books for the Warrant Shares or other class of stock purchasable upon the exercise of the particular Warrant shall still terminate and become void be closed, the certificates for the Warrant Shares in respect of which the particular Warrant is then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; provided, further, that the transfer books -------- ------- of record, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 calendar days.

Exercise of the Warrants. The Warrants may be exercised upon surrender to the Company, at any time on or after March 1its principal office, 2001 and prior of the original certificate evidencing the Warrant to 5:00 p.m. New York City time on March 1be exercised, 2006 (together with the "Expiration Date"). The holder of Warrants evidenced by this Warrant Certificate may exercise such Warrants by surrendering this Warrant CertificatePurchase Form, with in the form of election Exhibit B hereto, on the reverse thereof duly filled in and signed, and upon payment to purchase set forth hereon properly completed the Company, of the Warrant Price (as defined in and executeddetermined in accordance with the provisions of Sections 2 and 6 hereof), together with payment for the number of Warrant Shares in respect of which such Warrant is then exercised. Upon partial exercise, a Warrant Certificate for the unexercised portion shall be delivered to the Holder. Payment of the aggregate Warrant Price shall be payable (i) in cash, (ii) by certified or official bank check or wire transfer or (iii) by delivery to the Company of the Exercise Price Company's 12% Senior Subordinated Notes due 2001 (the "Notes") which shall be valued for each Warrant then exercisedthis purpose at the principal amount thereof so delivered plus the accrued and unpaid interest thereon. Exercise of this Warrant by a person other than the registered holder named in the preamble of this warrant is subject Subject to the approval of Section 3 hereof, upon such person for admission as a member surrender of the company by the members Warrants and payment of the company who may grant or withhold such consent in their absolute discretion. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced herebyWarrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the holder hereof written order of the Holder and in such name or his permitted assignee names as the Holder may designate, a new Warrant Certificate evidencing certificate or certificates for the number of Warrants not exercised. No cash dividend shall be paid to a holder of Warrants full Warrant Shares issuable so purchased upon the exercise of Warrants unless such Warrant, together with cash, as provided in Section 9 hereof, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder was, of record of such Warrant Shares as of the record date for of the declaration of such dividend, the record holder surrender of such Warrant Shares. No Warrant may be exercised after the Expiration Date, and to the extent not exercised by such time, such Warrants shall become void. The Company shall give notice of expiration not less than 90 nor more than 120 days prior to the Expiration Date to the registered holders payment of the then outstanding WarrantsWarrant Price, as aforesaid; provided, however, that if if, at the Company fails to give date of surrender of such noticeWarrant and payment of such Warrant Price, the Warrants shall still terminate and become void on transfer books for the Expiration Date.Warrant Shares

Exercise of the Warrants. The Warrants may be exercised upon surrender to the Company, at any time on or after March 1its principal office, 2001 and prior of the certificate evidencing the particular Warrant to 5:00 p.m. New York City time on March 1be exercised, 2006 (the "Expiration Date"). The holder of Warrants evidenced by this Warrant Certificate may exercise such Warrants by surrendering this Warrant Certificate, together with the form of election to purchase set forth hereon properly Purchase Form on the reverse thereof duly completed and executed, together with and upon payment to the Company of the Exercise Price Price, for each the number of Warrant Shares in respect of which such Warrant is then exercised. Exercise of this Upon partial exercise, a Warrant by a person other than certificate for the registered holder named in the preamble of this warrant is subject unexercised portion shall be delivered to the approval of such person for admission as a member Holder. Payment of the company by the members aggregate Exercise Price shall be made as provided in Section 2.3 below. Subject to Section 3 hereof, upon such surrender of a Warrant, a completed Purchase Form, and payment of the company who may grant or withhold such consent in their absolute discretion. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced herebyExercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the holder hereof written order of the Holder and in such name or his permitted assignee names as the Holder may designate, a new Warrant Certificate evidencing certificate or certificates for the number of Warrants not exercised. No cash dividend shall be paid to a holder of Warrants full Warrant Shares issuable so purchased upon the exercise of the particular Warrant; provided, that any partial exercise of a Warrant shall be for a whole number of Warrant Shares; and provided, further that upon the full exercise of any then outstanding Warrants unless held by a Holder, the Company shall be permitted to make a cash payment to such Holder in lieu of any fractional Warrant Shares otherwise issuable. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder was, of record of such Warrant Shares as of the record date for of the declaration surrender of such dividendthe particular Warrant, the record holder of such Warrant Shares. No Warrant may be exercised after the Expiration Datecompleted Purchase Form, and to the extent not exercised by such time, such Warrants shall become void. The Company shall give notice of expiration not less than 90 nor more than 120 days prior to the Expiration Date to the registered holders payment of the then outstanding WarrantsExercise Price, as aforesaid; provided, however, that if if, at the Company fails to give date of surrender of the particular Warrant, completed Purchase Form, and payment of such noticeExercise Price, the Warrants transfer books for the Warrant Shares or other class of stock purchasable upon the exercise of the particular Warrant shall still terminate and become void be closed, the certificates for the Warrant Shares in respect of which the particular Warrant is then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; provided, further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 calendar days.