Common use of Transfer of Warrants and Warrant Shares Clause in Contracts

Transfer of Warrants and Warrant Shares. (i) Without limiting any other permitted transfers contemplated by this Agreement and subject to Section 4(d)(iii) below, the Warrants and Warrant Shares may be transferred pursuant to (1) public offerings registered by the Company under the Securities Act, (2) Rule 144 or 144A promulgated under the Securities Act (or any similar rule then in force) or (3) subject to the conditions set forth in Section 4(d)(ii), any other legally available means of transfer. (ii) In connection with any transfer of any Warrants or Warrant Shares described in Section 4(d)(i)(3), a Holder desiring to transfer Warrants or Warrant Shares shall deliver written notice to the Company describing in reasonable detail the proposed transfer, together with an opinion of counsel (which, to the Company's reasonable satisfaction, is knowledgeable in securities law matters) to the effect that such transfer may be effected without registration of such shares under the Securities Act; provided that no such opinion shall be required if there shall have been delivered to the Company an opinion of counsel that no subsequent transfer of all Warrants or Warrant Shares held by all Holders shall require registration under the Securities Act. Promptly upon receipt of any opinion described in the proviso to the preceding sentence, the Company shall prepare and deliver in connection with the consummation of the proposed transfer, new certificates for the Warrants or Warrant Shares being transferred that do not bear the legend set forth in Section 4(d)(iv). Transfers to Affiliates are permitted as long as the legal opinion referred to in this section is provided. Notwithstanding the foregoing, no legal opinion is required for the transfer of any Warrant or Warrant Share to a Designated Affiliate. To the extent that a transfer agent shall require an opinion or counsel for a transfer pursuant to Section 4(d)(i)(2), the Company shall promptly provide such opinion of counsel to the transfer agent in order to facilitate timely clearance of the transfer. (iii) No Warrant may be transferred prior to the Commencement Date unless transferred from one Investor to another Investor or to a third party in conjunction with an Investor selling all or a portion of its Commitment (as defined under the Credit Agreement); provided, however, that the ratio determined by dividing the number of Warrants transferred by an Investor pursuant to this Section 4(d)(iii) by the number of Warrants held by such Investor on May 15, 2001 must equal the ratio determined by dividing the amount of Commitment sold by the Investor's original Commitment under the Credit Agreement. (iv) Except as provided in Sections 5(j) and 4(d)(ii), each certificate for any Warrants or Warrant Shares shall be imprinted with a legend substantially in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE OR AN OPINION OF COUNSEL WITH RESPECT TO SUCH EXEMPTION IS PROVIDED TO THE EXTENT REQUIRED IN A CERTAIN WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 15, 2001, ENTERED INTO AMONG THE COMPANY AND CERTAIN HOLDERS OF SECURITIES OF THE COMPANY.

Transfer of Warrants and Warrant Shares. (ia) Without limiting The Warrants will not be transferable except to affiliates of NAR. The Warrants shall be transferable only on the books of the Company (the "Warrant Register") upon delivery thereof, duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer, in each case accompanied by any necessary transfer tax or other permitted transfers contemplated governmental charge imposed upon transfer, or evidence of the payment thereof. In all cases of transfer by this Agreement and subject to Section 4(d)(iii) belowan attorney, the Warrants original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and Warrant Shares may be transferred pursuant required to (1) public offerings registered by be deposited with the Company under in its discretion. Upon any registration of transfer, the Securities ActCompany shall promptly deliver a new Certificate or Certificates to the persons entitled thereto. Notwithstanding the foregoing, (2) Rule 144 or 144A promulgated under the Company shall have no obligation to cause warrants to be transferred on its books to any person, unless the holder of such warrants shall furnish to the Company evidence of compliance with the Securities Act of 1933, as amended (or any similar rule then in force) or (3) subject to the conditions set forth in Section 4(d)(ii"Act"), any other legally available means in accordance with the provisions of transferthis Section. (iib) In connection with any transfer NAR covenants to the company that NAR will not dispose of any Warrants or Warrant Shares described in Section 4(d)(i)(3), a Holder desiring except pursuant to transfer Warrants (i) an effective Registration Statement or Warrant Shares shall deliver written notice to the Company describing in reasonable detail the proposed transfer, together with (ii) an opinion of counsel, reasonably satisfactory to counsel (which, to for the Company's reasonable satisfaction, that an exemption from such registration is knowledgeable in securities law matters) to the effect that such transfer may be effected without registration of such shares under the Securities Act; provided that no such opinion shall be required if there shall have been delivered to the Company an opinion of counsel that no subsequent transfer of all Warrants or Warrant Shares held by all Holders shall require registration under the Securities Act. Promptly upon receipt of any opinion described in the proviso to the preceding sentence, the Company shall prepare and deliver in connection with the consummation of the proposed transfer, new certificates for the Warrants or Warrant Shares being transferred that do not bear the legend set forth in Section 4(d)(iv). Transfers to Affiliates are permitted as long as the legal opinion referred to in this section is provided. Notwithstanding the foregoing, no legal opinion is required for the transfer of any Warrant or Warrant Share to a Designated Affiliate. To the extent that a transfer agent shall require an opinion or counsel for a transfer pursuant to Section 4(d)(i)(2), the Company shall promptly provide such opinion of counsel to the transfer agent in order to facilitate timely clearance of the transferavailable. (iiic) No Warrant may The Warrants shall be transferred prior to the Commencement Date unless transferred from one Investor to another Investor or subject to a third party in conjunction with an Investor selling all or a portion of its Commitment (as defined under stop-transfer order and any Certificates shall bear the Credit Agreement); provided, however, that the ratio determined following legend by dividing the number of Warrants transferred by an Investor pursuant to this Section 4(d)(iii) by the number of Warrants held by such Investor on May 15, 2001 must equal the ratio determined by dividing the amount of Commitment sold by the Investor's original Commitment under the Credit Agreement. (iv) Except as provided in Sections 5(j) and 4(d)(ii), which each certificate for any Warrants or Warrant Shares Holder shall be imprinted with a legend substantially in the following formbound: "THE SECURITIES WARRANTS REPRESENTED BY THIS CERTIFICATE HAVE AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF MAY NOT BEEN REGISTERED UNDER BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR (ii) AN OPINION OF COUNSEL, WHICH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.' (d) The Warrant Shares shall be subject to a stop-transfer order and any certificates evidencing any such shares shall bear the following legend: "THE "SECURITIES ACT"). SUCH SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OFFERED OR HYPOTHECATED IN THE ABSENCE OF SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS (ii) AN OPINION OF COUNSEL, WHICH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR AN OPINION OF COUNSEL WITH RESPECT TO SUCH EXEMPTION IS PROVIDED TO THE EXTENT REQUIRED IN A CERTAIN WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 15, 2001, ENTERED INTO AMONG THE COMPANY AND CERTAIN HOLDERS OF SECURITIES OF THE COMPANYAVAILABLE."

Transfer of Warrants and Warrant Shares. (i) Without limiting any other permitted transfers contemplated by this Agreement and subject to Section 4(d)(iii) below, the Warrants and Warrant ----------------- Shares may be transferred pursuant to (1) public offerings registered by the Company under the Securities Act, (2) Rule 144 or 144A promulgated under the Securities Act (or any similar rule then in force) or (3) subject to the conditions set forth in Section 4(d)(ii), any other legally available means of transfer.transferred (ii) In connection with any transfer of any Warrants or Warrant Shares described in Section 4(d)(i)(3), a Holder desiring to transfer Warrants or ------------------ Warrant Shares shall deliver written notice to the Company describing in reasonable detail the proposed transfer, together with an opinion of counsel (which, to the Company's reasonable satisfaction, is knowledgeable in securities law matters) to the effect that such transfer may be effected without registration of such shares under the Securities Act; provided that no such -------- opinion shall be required if there shall have been delivered to the Company an opinion of counsel that no subsequent transfer of all Warrants or Warrant Shares held by all Holders shall require registration under the Securities Act. Promptly upon receipt of any opinion described in the proviso to the preceding ------- sentence, the Company shall prepare and deliver in connection with the consummation of the proposed transfer, new certificates for the Warrants or Warrant Shares being transferred that do not bear the legend set forth in Section 4(d)(iv). Transfers to Affiliates are permitted as long as the legal ---------------- opinion referred to in this section is provided. Notwithstanding the foregoing, no legal opinion is required for the transfer of any Warrant or Warrant Share to a Designated Affiliate. To the extent that a transfer agent shall require an opinion or counsel for a transfer pursuant to Section 4(d)(i)(2), the Company ------------------ shall promptly provide such opinion of counsel to the transfer agent in order to facilitate timely clearance of the transfer. (iii) No Warrant may be transferred prior to the Commencement Date unless transferred from one Investor to another Investor or to a third party in conjunction with an Investor selling all or a portion of its Commitment (as defined under the Credit Agreement); provided, however, that the ratio -------- ------- determined by dividing the number of Warrants transferred by an Investor pursuant to this Section 4(d)(iii) by the number of Warrants held by such ----------------- Investor on May 15, 2001 must equal the ratio determined by dividing the amount of Commitment sold by the Investor's original Commitment under the Credit Agreement. (iv) Except as provided in Sections 5(j) and 4(d)(ii), each certificate ------------- -------- for any Warrants or Warrant Shares shall be imprinted with a legend substantially in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE OR AND AN OPINION OF COUNSEL WITH RESPECT TO SUCH EXEMPTION IS PROVIDED TO THE EXTENT REQUIRED IN A CERTAIN WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 15, 2001, ENTERED INTO AMONG THE COMPANY AND CERTAIN HOLDERS OF SECURITIES OF THE COMPANY.

Transfer of Warrants and Warrant Shares. (i) Without limiting any other permitted transfers contemplated by this Agreement and subject to Section 4(d)(iii) below, the Warrants and Warrant Shares may be transferred pursuant to (1) public offerings registered by the Company under the Securities Act, (2) Rule 144 or 144A promulgated under the Securities Act (or any similar rule then in force) or (3) subject to the conditions set forth in Section 4(d)(ii), any other legally available means of transfer. (ii) In connection with any transfer of any Warrants or Warrant Shares described in Section 4(d)(i)(34(d)(I)(3), a Holder desiring to transfer Warrants or Warrant Shares shall deliver written notice to the Company describing in reasonable detail the proposed transfer, together with an opinion of counsel (which, to the Company's reasonable satisfaction, is knowledgeable in securities law matters) to the effect that such transfer may be effected without registration of such shares under the Securities Act; provided that no such opinion shall be required if there shall have been delivered to the Company an opinion of counsel that no subsequent transfer of all Warrants or Warrant Shares held by all Holders shall require registration under the Securities Act. Promptly upon receipt of any opinion described in the proviso to the preceding sentence, the Company shall prepare and deliver in connection with the consummation of the proposed transfer, new certificates for the Warrants or Warrant Shares being transferred that do not bear the legend set forth in Section 4(d)(iv). Transfers to Affiliates are permitted as long as the legal opinion referred to in this section is provided. Notwithstanding the foregoing, no legal opinion is required for the transfer of any Warrant or Warrant Share to a Designated Affiliate. To the extent that a transfer agent shall require an opinion or counsel for a transfer pursuant to Section 4(d)(i)(24(d)(I)(2), the Company shall promptly provide such opinion of counsel to the transfer agent in order to facilitate timely clearance of the transfer. (iii) No Warrant may be transferred prior to the Commencement Date unless transferred from one Investor to another Investor or to a third party in conjunction with an Investor selling all or a portion of its Commitment (as defined under the Credit AgreementFacilities); provided, however, that the ratio determined by dividing the number of Warrants transferred by an Investor pursuant to this Section 4(d)(iii) by the number of Warrants held by such Investor on May 15, 2001 must equal the ratio determined by dividing the amount of Commitment sold by the Investor's original Commitment under the Credit AgreementFacilities. (iv) Except as provided in Sections 5(j) and 4(d)(ii), each certificate for any Warrants or Warrant Shares shall be imprinted with a legend substantially in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE OR AND AN OPINION OF COUNSEL WITH RESPECT TO SUCH EXEMPTION IS PROVIDED TO THE EXTENT REQUIRED IN A CERTAIN WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 15, 2001, ENTERED INTO AMONG THE COMPANY AND CERTAIN HOLDERS OF SECURITIES OF THE COMPANY.

Transfer of Warrants and Warrant Shares. (ia) Without limiting The Warrants will not be transferable except to affiliates of IMR. The Warrants shall be transferable only on the books of the Company (the "Warrant Register") upon delivery thereof, duly endorsed, by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer, in each case accompanied by any necessary transfer tax or other permitted transfers contemplated governmental charge imposed upon transfer, or evidence of the payment thereof. In all cases of transfer by this Agreement and subject to Section 4(d)(iii) belowan attorney, the Warrants original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and Warrant Shares may be transferred pursuant required to (1) public offerings registered by be deposited with the Company under in its discretion. Upon any registration of transfer, the Securities ActCompany shall promptly deliver a new Certificate or Certificates to the persons entitled thereto. Notwithstanding the foregoing, (2) Rule 144 or 144A promulgated under the Company shall have no obligation to cause Warrants to be transferred on its books to any person, unless the holder of such Warrants shall furnish to the Company evidence of compliance with the Securities Act of 1933, as amended (or any similar rule then in force) or (3) subject to the conditions set forth in Section 4(d)(ii"Act"), any other legally available means in accordance with the provisions of transferthis Section. (iib) In connection with any transfer IMR covenants to the Company that IMR will not dispose of any Warrants or Warrant Shares described in Section 4(d)(i)(3), a Holder desiring except pursuant to transfer Warrants (i) an effective Registration Statement or Warrant Shares shall deliver written notice to the Company describing in reasonable detail the proposed transfer, together with (ii) an opinion of counsel, reasonably satisfactory to counsel (which, to for the Company's reasonable satisfaction, that an exemption from such registration is knowledgeable in securities law matters) to the effect that such transfer may be effected without registration of such shares under the Securities Act; provided that no such opinion shall be required if there shall have been delivered to the Company an opinion of counsel that no subsequent transfer of all Warrants or Warrant Shares held by all Holders shall require registration under the Securities Act. Promptly upon receipt of any opinion described in the proviso to the preceding sentence, the Company shall prepare and deliver in connection with the consummation of the proposed transfer, new certificates for the Warrants or Warrant Shares being transferred that do not bear the legend set forth in Section 4(d)(iv). Transfers to Affiliates are permitted as long as the legal opinion referred to in this section is provided. Notwithstanding the foregoing, no legal opinion is required for the transfer of any Warrant or Warrant Share to a Designated Affiliate. To the extent that a transfer agent shall require an opinion or counsel for a transfer pursuant to Section 4(d)(i)(2), the Company shall promptly provide such opinion of counsel to the transfer agent in order to facilitate timely clearance of the transferavailable. (iiic) No Warrant may The Warrants shall be transferred prior to the Commencement Date unless transferred from one Investor to another Investor or subject to a third party in conjunction with an Investor selling all or a portion of its Commitment (as defined under stop-transfer order and any Certificates shall bear the Credit Agreement); provided, however, that the ratio determined following legend by dividing the number of Warrants transferred by an Investor pursuant to this Section 4(d)(iii) by the number of Warrants held by such Investor on May 15, 2001 must equal the ratio determined by dividing the amount of Commitment sold by the Investor's original Commitment under the Credit Agreement. (iv) Except as provided in Sections 5(j) and 4(d)(ii), which each certificate for any Warrants or Warrant Shares Holder shall be imprinted with a legend substantially in the following formbound: "THE SECURITIES WARRANTS REPRESENTED BY THIS CERTIFICATE HAVE AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF MAY NOT BEEN REGISTERED UNDER BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR (ii) AN OPINION OF COUNSEL, WHICH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE." (d) The Warrant Shares shall be subject to a stop-transfer order and any certificates evidencing any such shares shall bear the following legends: "THE "SECURITIES ACT"). SUCH SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OFFERED OR HYPOTHECATED IN THE ABSENCE OF SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS (ii) AN OPINION OF COUNSEL, WHICH OPTION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR AN OPINION OF COUNSEL WITH RESPECT TO SUCH EXEMPTION IS PROVIDED TO THE EXTENT REQUIRED IN A CERTAIN WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 15, 2001, ENTERED INTO AMONG THE COMPANY AND CERTAIN HOLDERS OF SECURITIES OF THE COMPANYAVAILABLE."

Transfer of Warrants and Warrant Shares. (i) Without limiting any other permitted transfers contemplated by this Agreement and subject to Section 4(d)(iii) below, the Warrants and Warrant ----------------- Shares may be transferred pursuant to (1) public offerings registered by the Company under the Securities Act, (2) Rule 144 or 144A promulgated under the Securities Act (or any similar rule then in force) or (3) subject to the conditions set forth in Section 4(d)(ii), any other legally available means of ---------------- transfer. (iiiii) In connection with any transfer of any Warrants or Warrant Shares described in Section 4(d)(i)(3), a Holder desiring to transfer Warrants or ------------------ Warrant Shares shall deliver written notice to the Company describing in reasonable detail the proposed transfer, together with an opinion of counsel (which, to the Company's reasonable satisfaction, is knowledgeable in securities law matters) to the effect that such transfer may be effected without registration of such shares under the Securities Act; provided that no such -------- opinion shall be required if there shall have been delivered to the Company an opinion of counsel that no subsequent transfer of all Warrants or Warrant Shares held by all Holders shall require registration under the Securities Act. Promptly upon receipt of any opinion described in the proviso to the preceding ------- sentence, the Company shall prepare and deliver in connection with the consummation of the proposed transfer, new certificates for the Warrants or Warrant Shares being transferred that do not bear the legend set forth in Section 4(d)(iv). Transfers ---------------- to Affiliates are permitted as long as the legal opinion referred to in this section is provided. Notwithstanding the foregoing, no legal opinion is required for the transfer of any Warrant or Warrant Share to a Designated Affiliate. To the extent that a transfer agent shall require an opinion or counsel for a transfer pursuant to Section 4(d)(i)(2), the Company shall promptly provide such ------------------ opinion of counsel to the transfer agent in order to facilitate timely clearance of the transfer. (iiiv) No Warrant may be transferred prior to the Commencement Date unless transferred from one Investor to another Investor or to a third party in conjunction with an Investor selling all or a portion of its Commitment (as defined under the Credit AgreementFacilities); provided, however, that the ratio -------- ------- determined by dividing the number of Warrants transferred by an Investor pursuant to this Section 4(d)(iii) by the number of Warrants held by such ----------------- Investor on May 15, 2001 must equal the ratio determined by dividing the amount of Commitment sold by the Investor's original Commitment under the Credit AgreementFacilities. (ivvii) Except as provided in Sections 5(j) and 4(d)(ii), each certificate for ------------- -------- any Warrants or Warrant Shares shall be imprinted with a legend substantially in the following form: : (viii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE OR AND AN OPINION OF COUNSEL WITH RESPECT TO SUCH EXEMPTION IS PROVIDED TO THE EXTENT REQUIRED IN A CERTAIN WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 15, 2001, ENTERED INTO AMONG THE COMPANY AND CERTAIN HOLDERS OF SECURITIES OF THE COMPANY. (a) In addition to the legend required by Section 4(d)(iv), each certificate ---------------- for any Warrants or Warrant Shares shall be imprinted with a legend substantially in the following form: (b) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND PROVISIONS OF A CERTAIN WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 15, 2001, ENTERED INTO AMONG THE COMPANY AND CERTAIN HOLDERS OF SECURITIES OF THE COMPANY, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL OFFICES. UPON WRITTEN REQUEST TO THE COMPANY'S SECRETARY, A COPY OF SUCH AGREEMENT WILL BE PROVIDED WITHOUT CHARGE TO APPROPRIATELY INTERESTED PERSONS. Any legend endorsed on a certificate pursuant to Sections 4(d)(iv) and 4(e) ----------------- ---- shall be removed if the securities represented thereby shall have been effectively registered under the Securities Act and sold pursuant to an effective registration statement or have been sold in compliance with Rule 144.

Transfer of Warrants and Warrant Shares. (ia) Without limiting The Warrants will not be transferable except to affiliates of NAR. The Warrants shall be transferable only on the books of the Company (the "Warrant Register") upon delivery thereof, duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer, in each case accompanied by any necessary transfer tax or other permitted transfers contemplated governmental charge imposed upon transfer, or evidence of the payment thereof. In all cases of transfer by this Agreement and subject to Section 4(d)(iii) belowan attorney, the Warrants original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and Warrant Shares may be transferred pursuant required to (1) public offerings registered by be deposited with the Company under in its discretion. Upon any registration of transfer, the Securities ActCompany shall promptly deliver a new Certificate or Certificates to the persons entitled thereto. Notwithstanding the foregoing, (2) Rule 144 or 144A promulgated under the Company shall have no obligation to cause Warrants to be transferred on its books to any person, unless the holder of such Warrants shall furnish to the Company evidence of compliance with the Securities Act of 1933, as amended (or any similar rule then in force) or (3) subject to the conditions set forth in Section 4(d)(ii"Act"), any other legally available means in accordance with the provisions of transferthis Section. (iib) In connection with any transfer NAR covenants to the Company that NAR will not dispose of any Warrants or Warrant Shares described in Section 4(d)(i)(3), a Holder desiring except pursuant to transfer Warrants (i) an effective Registration Statement or Warrant Shares shall deliver written notice to the Company describing in reasonable detail the proposed transfer, together with (ii) an opinion of counsel, reasonably satisfactory to counsel (which, to for the Company's reasonable satisfaction, that an exemption from such registration is knowledgeable in securities law matters) to the effect that such transfer may be effected without registration of such shares under the Securities Act; provided that no such opinion shall be required if there shall have been delivered to the Company an opinion of counsel that no subsequent transfer of all Warrants or Warrant Shares held by all Holders shall require registration under the Securities Act. Promptly upon receipt of any opinion described in the proviso to the preceding sentence, the Company shall prepare and deliver in connection with the consummation of the proposed transfer, new certificates for the Warrants or Warrant Shares being transferred that do not bear the legend set forth in Section 4(d)(iv). Transfers to Affiliates are permitted as long as the legal opinion referred to in this section is provided. Notwithstanding the foregoing, no legal opinion is required for the transfer of any Warrant or Warrant Share to a Designated Affiliate. To the extent that a transfer agent shall require an opinion or counsel for a transfer pursuant to Section 4(d)(i)(2), the Company shall promptly provide such opinion of counsel to the transfer agent in order to facilitate timely clearance of the transferavailable. (iiic) No Warrant may The Warrants shall be transferred prior to the Commencement Date unless transferred from one Investor to another Investor or subject to a third party in conjunction with an Investor selling all or a portion of its Commitment (as defined under stop-transfer order and any Certificates shall bear the Credit Agreement); provided, however, that the ratio determined following legend by dividing the number of Warrants transferred by an Investor pursuant to this Section 4(d)(iii) by the number of Warrants held by such Investor on May 15, 2001 must equal the ratio determined by dividing the amount of Commitment sold by the Investor's original Commitment under the Credit Agreement. (iv) Except as provided in Sections 5(j) and 4(d)(ii), which each certificate for any Warrants or Warrant Shares Holder shall be imprinted with a legend substantially in the following formbound: "THE SECURITIES WARRANTS REPRESENTED BY THIS CERTIFICATE HAVE AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF MAY NOT BEEN REGISTERED UNDER BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR (ii) AN OPINION OF COUNSEL, WHICH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE." (d) The Warrant Shares shall be subject to a stop-transfer order and any certificates evidencing any such shares shall bear the following legend: "THE "SECURITIES ACT"). SUCH SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OFFERED OR HYPOTHECATED IN THE ABSENCE OF SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS (ii) AN OPINION OF COUNSEL, WHICH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE OR AN OPINION OF COUNSEL WITH RESPECT TO SUCH EXEMPTION IS PROVIDED TO THE EXTENT REQUIRED IN A CERTAIN WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 15, 2001, ENTERED INTO AMONG THE COMPANY AND CERTAIN HOLDERS OF SECURITIES OF THE COMPANYAVAILABLE."

Transfer of Warrants and Warrant Shares. (ii.) Without limiting any other permitted transfers contemplated by this Agreement and subject to Section 4(d)(iii) belowAgreement, the Warrants and Warrant Shares may be transferred pursuant to (1) public offerings registered by the Company under the Securities Act, (2) Rule 144 or 144A promulgated under the Securities Act (or any similar rule then in force) or (3) subject to the conditions set forth in Section 4(d)(ii), any other legally available means of transfer. (ii.) In connection with any transfer of any Warrants or Warrant Shares described in Section 4(d)(i)(3), a Holder desiring to transfer Warrants or Warrant Shares shall deliver written notice to the Company describing in reasonable detail the proposed transfer, together with an opinion of counsel (which, to the Company's reasonable satisfaction, is knowledgeable in securities law matters) to the effect that such transfer may be effected without registration of such shares under the Securities Act; provided that no such opinion shall be required if there shall have been delivered to the Company an opinion of counsel that no subsequent transfer of all such Warrants or Warrant Shares held by all Holders shall require registration under the Securities Act. Promptly upon receipt of any opinion described in the proviso to the preceding sentence, the Company shall prepare and deliver in connection with the consummation of the proposed transfer, new certificates for the Warrants or Warrant Shares being transferred that do not bear the legend set forth in Section 4(d)(iv4(d)(iii). Transfers to Affiliates are permitted as long as the legal opinion referred to in this section is provided. Notwithstanding the foregoing, no legal opinion is required for the transfer of any Warrant or Warrant Share to a Designated Affiliate. To the extent that a transfer agent shall require an opinion or counsel for a transfer pursuant to Section 4(d)(i)(2), the Company shall promptly provide such opinion of counsel to the transfer agent in order to facilitate timely clearance of the transfer. (iii) No Warrant may be transferred prior to the Commencement Date unless transferred from one Investor to another Investor or to a third party in conjunction with an Investor selling all or a portion of its Commitment (as defined under the Credit Agreement); provided, however, that the ratio determined by dividing the number of Warrants transferred by an Investor pursuant to this Section 4(d)(iii) by the number of Warrants held by such Investor on May 15, 2001 must equal the ratio determined by dividing the amount of Commitment sold by the Investor's original Commitment under the Credit Agreement. (iv) Except as provided in Sections 5(j) and 4(d)(ii), each certificate for any Warrants or Warrant Shares shall be imprinted with a legend substantially in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE OR AN OPINION OF COUNSEL WITH RESPECT TO SUCH EXEMPTION IS PROVIDED TO THE EXTENT REQUIRED IN A CERTAIN WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 15, 2001, ENTERED INTO AMONG THE COMPANY AND CERTAIN HOLDERS OF SECURITIES OF THE COMPANYAVAILABLE.