Common use of Exchange Rights Clause in Contracts

Exchange Rights. At the option of any Holder, any such Holder may exchange its Warrant or Warrant Shares for fully paid and nonassessable shares (calculated as to each exchange to the nearest one-thousandth (1/1000) of a share and rounded upward) of common stock of any Affiliate or Subsidiary of the Company that on the date of receipt of the Exchange Notice has a class of capital stock registered under section 12 of the Exchange Act or within one year and 120 days will have a class of capital stock so registered (not subject to an effective stock pledge to an agent for the benefit of the Senior Lenders) (such Affiliate or Subsidiary will be referred to in this Agreement as the "Exchange Company" and the common stock of such Affiliate or Subsidiary will be referred to in this Agreement as "Exchange Common Stock"). Each $1,000 worth of Warrants or Warrant Shares (valued at Fair Market Value on the date the Exchange Notice was sent), will be exchangeable for $1,000 worth of Exchange Common Stock (valued at Fair Market Value on the date that the Exchange Notice was sent). To exchange Warrants or Warrant Shares into Exchange Common Stock, the Holder will surrender at the principal office of the Exchange Company the Warrants or certificate or certificates evidencing the Warrant Shares duly endorsed or assigned to the Company, and give written notice to the Company at such office that it elects to exchange such Warrants or Warrant Shares (the "Exchange Notice"). Warrants or Warrant Shares will be deemed to have been exchanged immediately prior to the close of business on the day of the surrender for exchange in accordance with the foregoing provisions, and the Person or Persons entitled to receive the Exchange Common Stock issuable upon any such exchange will thereupon be treated for all purposes as the record holder or holders of the Exchange Common Stock. As promptly as practicable on or after the exchange date, the Exchange Company will issue and deliver a certificate or certificates for the number of full shares of Exchange Common Stock issuable upon exchange to the Person or Persons entitled to receive such shares. Upon exchange of any Issued Warrant Shares, the Company will pay or make with respect to Issued Warrant Shares any dividends or other distributions that have been declared on the Warrant Shares in kind or cash, as the case may be. If any Holder exchanges its Warrants or Warrant Shares for shares of Exchange Common Stock pursuant to this Section 7.12, such Holder will have all of the rights set forth in this Article VII, except that for the purposes of this Article VII the term "Company" will refer instead to the Exchange Company and the term "Registrable Securities" will refer to the shares of Exchange Common Stock held by such Holder.

Exchange Rights. At the option of any Holder, any such Holder may --------------- exchange all or any portion of its Warrant or Warrant Shares Registrable Securities for fully paid and nonassessable shares (calculated as to each exchange to the nearest one-thousandth (1/1000) of a share and rounded upward) of common stock of any Affiliate or Subsidiary of the Company that on the date of receipt of the Exchange Notice has a class of capital stock registered under section Section 12 of the Exchange Act or within one year and 120 four hundred eighty-five (485) days will have a class of capital stock so registered (not subject to an effective stock pledge to an agent for the benefit of the Senior Lenders) (any such Affiliate or Subsidiary will be referred to in this Agreement as the "Exchange Company" and the such common stock of any such ---------------- Affiliate or Subsidiary will be referred to in this Agreement as "Exchange -------- Common Stock"). Each $1,000 worth of Warrants or Warrant Shares Registrable Securities (valued at Fair Market Value in the same ------------ manner as set forth in Section 5.02 on the date that the Exchange Notice was ------------ sent), will be exchangeable for $1,000 worth of Exchange Common Stock (valued at Fair Market Value in the same manner as set forth in Section 5.02 on the date that the Exchange ------------ Notice was sent). To exchange Warrants or Warrant Shares Registrable Securities into Exchange Common Stock, the Holder will surrender at the principal office of the Exchange Company the Warrants or certificate or certificates evidencing the Warrant Shares such Registrable Securities duly endorsed or assigned to the Company, and give written notice to the Company at such office that it elects to exchange such Warrants or Warrant Shares Registrable Securities (the "Exchange -------- Notice"). Warrants or Warrant Shares Registrable Securities will be deemed to have been exchanged ------ immediately prior to the close of business on the day of the surrender for exchange in accordance with the foregoing provisions, and the Person or Persons entitled to receive the Exchange Common Stock issuable upon any such exchange will thereupon be treated for all purposes as the record holder or holders of the Exchange Common Stock. As promptly as practicable on or after the exchange date, the Exchange Company will issue and deliver a certificate or certificates for the number of full shares of Exchange Common Stock issuable upon exchange to the Person or Persons entitled to receive such shares. Upon exchange of any Issued Warrant Shares, the Company will pay or make with respect to Issued Warrant Shares any dividends or other distributions that have been declared on the Warrant Shares in kind or cash, as the case may be. If any Holder exchanges its Warrants or Warrant Shares Registrable Securities for shares of Exchange Common Stock pursuant to this Section 7.126.12, then such Holder will have all of the ------------ rights set forth in this Article VIIVI, except that that, for the purposes of this ---------- Article VII VI, the term "Company" will refer instead to the Exchange Company and ---------- ------- the term "Registrable Securities" will refer to the shares of Exchange Common ---------------------- Stock held by such Holder.

Exchange Rights. At After the option fifth anniversary of any Holder, any such Holder may exchange its Warrant or Warrant Shares for fully paid and nonassessable shares (calculated as to each exchange to the nearest one-thousandth (1/1000) of a share and rounded upward) of common stock of any Affiliate or Subsidiary of the Company that on the date of receipt this Agreement, any Stockholder may elect, during the thirty (30) day period following the filing of the Exchange Notice has a class of capital stock registered under section 12 of the Exchange Act or within one year and 120 days will have a class of capital stock so registered (not subject to an effective stock pledge to an agent Security Capital's Annual Report on Form 10-K for the benefit of the Senior Lenders) then most recently completed fiscal year, to exchange (such Affiliate or Subsidiary will be referred to in this Agreement as the "Exchange Company" and Right") (i) any or all of the common stock Common Stock owned by such Stockholder for shares of such Affiliate or Subsidiary will be referred to in this Agreement as the Class A Common Stock, par value $.01 per share (the "Exchange Class A Common Stock"). Each $1,000 worth , of Warrants or Warrant Shares (valued Security Capital at an exchange rate equal to the aggregate Fair Market Value on of the date shares of the Exchange Notice was sent), will be exchangeable for $1,000 worth of Exchange Common Stock (valued at to be exchanged by such Stockholder divided by the SCC Fair Market Value on Per Share as of the date that the Exchange Notice was sent). To exchange Warrants or Warrant Shares into Exchange Common Stock, the Holder will surrender at the principal office of delivery of the Exchange Company written notice as described below; and (ii) any or all of the Warrants or certificate or certificates evidencing Options owned by such Stockholder and currently exercisable for shares of the Warrant Shares duly endorsed or assigned Class A Common Stock at an exchange rate equal to (a) the sum of the aggregate Fair Market Value of the shares of the Common Stock receivable upon exercise of the Options to be exchanged net of the aggregate applicable exercise price, divided by (b) the SCC Fair Market Value Per Share. In the event that the Company, Security Capital and give such Stockholder cannot agree on the Fair Market Value of the shares of the Common Stock to be exchanged, such Fair Market Value shall be determined as set forth in Section 4.3(a). The Exchange Right may be exercised by delivery of written notice to the Company at such office that it elects to exchange such Warrants or Warrant Shares (and Security Capital, specifying the "Exchange Notice"). Warrants or Warrant Shares will be deemed to have been exchanged immediately prior to the close number of business on the day shares of the surrender for exchange in accordance with the foregoing provisions, and the Person or Persons entitled to receive the Exchange Common Stock issuable (including shares receivable upon exercise of exchanged Options) to be exchanged and a date not less than 10 and not more than 30 days after the date of such notice, on which the closing of such exchange shall occur. The closing of any such exchange will thereupon be treated for all purposes as the record holder or holders of the Exchange Common Stock. As promptly as practicable on or after the exchange date, the Exchange Company will issue and deliver a certificate or certificates for the number of full shares of Exchange Common Stock issuable upon exchange to the Person or Persons entitled to receive such shares. Upon exchange of any Issued Warrant Shares, the Company will pay or make with respect to Issued Warrant Shares any dividends or other distributions that have been declared on the Warrant Shares in kind or cash, as the case may be. If any Holder exchanges its Warrants or Warrant Shares for shares of Exchange Common Stock pursuant to this Section 7.12, such Holder will have all 9 shall be held at the principal place of business of the rights set forth Company on the date specified in this Article VIIsuch written notice, except that for or 15 days after final determination of the purposes of this Article VII exchange ratio, whichever is later. At the term "Company" will refer instead closing, Security Capital shall deliver to the Exchange Company and the term "Registrable Securities" will refer to such Stockholder certificate(s) representing the shares of Exchange the Class A Common Stock held by to be issued in connection with such Holderexchange, and such Stockholder shall deliver to Security Capital certificate(s) representing the shares of the Common Stock to be exchanged, with stock power(s) duly endorsed for transfer thereof and appropriate instruments terminating all rights existing under any exchanged Options.

Exchange Rights. At the option of any HolderHolder at any time prior to the consummation of an Initial Public Offering of the Company, any such Holder may exchange its Warrant Warrants or Warrant Shares for fully paid and nonassessable shares (calculated as to each exchange to the nearest one-thousandth (1/1000) 1/10,000 of a share and rounded upwardupward to the next 1/10,000) of common any class of capital stock of any Affiliate or Subsidiary of the Company that on the date of receipt of the Exchange Notice has a class of capital stock registered under section 12 of the Exchange Act or within one year and 120 days will have a class of capital stock so registered which is publicly traded (not subject to an effective stock pledge to an agent for the benefit of the Senior Lenders) (any such Affiliate or Subsidiary will be referred to in this Agreement as the "“Exchange Company" ” and the common class of capital stock of any such Affiliate or Subsidiary which is publicly traded will be referred to in this Agreement as "“Exchange Common Stock"”). Each $1,000 worth of Warrants or Warrant Shares (valued at Fair Market Value on the date that the Exchange Notice was sent), will be exchangeable for $1,000 worth of Exchange Common Stock (valued at Fair Market Value on the date that the Exchange Notice was sent). To exchange Warrants or Warrant Shares into Exchange Common Stock, the Holder will surrender at the principal office of the Exchange Company the Warrants or certificate or certificates evidencing the Warrant Shares duly endorsed or assigned to the Company, and give written notice to the Company at such office that it elects to exchange such Warrants or Warrant Shares (the "“Exchange Notice"”). Warrants or Warrant Shares will be deemed to have been exchanged immediately prior to the close of business on the day of the surrender for exchange in accordance with the foregoing provisions, and the Person or Persons entitled to receive the Exchange Common Stock issuable upon any such exchange will thereupon be treated for all purposes as the record holder or holders of the Exchange Common Stock. As promptly as practicable on or after the exchange date, the Exchange Company will issue and deliver a certificate or certificates for the number of full shares of Exchange Common Stock issuable upon exchange to the Person or Persons entitled to receive such shares. Upon exchange of any Issued Warrant Shares, the Company will pay or make with respect to Issued Warrant Shares any dividends or other distributions that have been declared on the Warrant Shares in kind or cashcash (including without limitation the Dilution Fee described in Section 2.09 of this Agreement), as the case may be. If any Holder exchanges its Warrants or Warrant Shares for shares of Exchange Common Stock pursuant to this Section 7.122.08, such Holder will have all of the rights set forth in this Article VIIII, except that for the purposes of this Article VII II the term "“Company" ” will refer instead to the Exchange Company and the term "“Registrable Securities" ” will refer to the shares of Exchange Common Stock held by such Holder.

Exchange Rights. At Holders of at least a majority of the option then outstanding shares of any HolderSeries C Preferred Stock shall have the right, any such Holder may exchange its Warrant or Warrant Shares for fully paid and nonassessable shares (calculated as to each exchange by written notice delivered to the nearest one-thousandth (1/1000) Corporation in the form of a share and rounded upward) notice of common stock of any Affiliate or Subsidiary of the Company that on the date of receipt of the Exchange Notice has a class of capital stock registered under section 12 of the Exchange Act or within one year and 120 days will have a class of capital stock so registered (not subject to an effective stock pledge to an agent for the benefit of the Senior Lenders) (such Affiliate or Subsidiary will be referred to in this Agreement as the "Exchange Company" and the common stock of such Affiliate or Subsidiary will be referred to in this Agreement as "Exchange Common Stock"). Each $1,000 worth of Warrants or Warrant Shares (valued at Fair Market Value on the date the Exchange Notice was sent), will be exchangeable for $1,000 worth of Exchange Common Stock (valued at Fair Market Value on the date that the Exchange Notice was sent). To exchange Warrants or Warrant Shares into Exchange Common Stock, the Holder will surrender at the principal office of the Exchange Company the Warrants or certificate or certificates evidencing the Warrant Shares duly endorsed or assigned to the Company, and give written notice to the Company at such office that it elects election to exchange such Warrants or Warrant Shares attached to this Certificate of Designations (the "Exchange Notice"), fully completed and duly executed by the requisite Holders, to require the Corporation to exchange all outstanding shares of Series C Preferred Stock as of any Dividend Payment Date (such date being the "Exchange Date") for fifty percent (50%) of the then outstanding capital stock of SPD owned by the Corporation as of the Exchange Date, with such capital stock to be delivered to all Holders on a pro rata basis based on their respective holdings of Series C Preferred Stock on the Exchange Date. Warrants The Exchange Notice shall be delivered at least 30 days prior to the Exchange Date. Upon receipt of the Exchange Notice, the Corporation shall promptly notify all Holders of its receipt of thereof and all Holders will promptly deliver the certificate or Warrant Shares will certificates therefor to the principal office of the Corporation or any transfer agent for the Common Stock for cancellation. From and after the delivery of the Exchange Notice, all shares of Series C Preferred Stock (other than Dividend Shares) shall be deemed to have been exchanged immediately prior for fifty percent (50%) of the then outstanding capital stock of SPD (in the aggregate) as of Exchange Date, all stock dividends on such shares of the Series C Preferred Stock shall cease to accrue, and all rights of the Holders thereof as holders of Series C Preferred Stock, except the right to receive all accrued and unpaid stock dividends to the close Exchange Date at the applicable rate for such shares of business on such shares of Series C Preferred Stock and the day right to receive certificates representing the applicable shares of SPD capital stock issuable in respect of the surrender for exchange in accordance exchange, shall cease and terminate, such shares of Series C Preferred Stock shall not thereafter be transferred (except with the foregoing provisions, consent of the Corporation) and the Person or Persons such shares shall not be deemed to be outstanding for any purpose whatsoever. The Rights of Holders under this Article 7 shall terminate and such Holders shall not be entitled to receive the Exchange Common Stock issuable upon any such exchange will thereupon be treated for all purposes as the record holder or holders of the Exchange Common Stock. As promptly as practicable on or after the exchange date, the Exchange Company will issue and deliver a certificate or certificates for the number of full shares of Exchange Common Series C Preferred Stock issuable upon exchange under this Article 7 after a Conversion Notice has been delivered to the Person or Persons entitled to receive such shares. Upon exchange of any Issued Warrant Shares, the Company will pay or make with respect to Issued Warrant Shares any dividends or other distributions that have been declared on the Warrant Shares in kind or cash, as the case may be. If any Holder exchanges its Warrants or Warrant Shares for shares of Exchange Common Stock Corporation pursuant to this Section 7.12, such Holder will have all of 6.1. Notwithstanding anything to the rights set forth contrary in this Article VII7, the delivery of the exchange notice shall not effect any Holder's rights to convert Dividend Shares held by such holder pursuant to Section 6.2 hereof, except that for the purposes any conversion of this Article VII the term "Company" will refer instead to Dividend Shares must occur within thirty months from the Exchange Company and the term "Registrable Securities" will refer to the shares of Exchange Common Stock held by such HolderDate.

Exchange Rights. At the option of any Holder, any such Holder may exchange its Warrant or Warrant Shares for fully paid and nonassessable shares (calculated as to each exchange to the nearest one-thousandth (1/1000) of a share and rounded upward) of common stock of any Affiliate or Subsidiary of the Company that on the date of receipt of the Exchange Notice has a class of capital stock registered under section 12 of the Exchange Act or within one year and 120 days will have a class of capital stock so registered (not subject to an effective stock pledge to an agent for the benefit of the Senior Lenders) (such Affiliate or Subsidiary will be referred to in this Agreement as the "Exchange Company" and the common stock of such Affiliate or Subsidiary will be referred to in this Agreement as "Exchange Common Stock"). Each $1,000 worth of Warrants or Warrant Shares (valued at Fair Market Value on the date of the Exchange Notice was sent), will be exchangeable for $1,000 worth of Exchange Common Stock (valued at Fair Market Value on the date that the Exchange Notice was sent). To exchange Warrants or Warrant Shares into Exchange Common Stock, the Holder will surrender at the principal office of the Exchange Company the Warrants or certificate or certificates evidencing the Warrant Shares duly endorsed or assigned to the Company, and give written notice to the Company at such office that it elects to exchange such Warrants or Warrant Shares (the "Exchange Notice"). Warrants or Warrant Shares will be deemed to have been exchanged immediately prior to the close of business on the day of the surrender for exchange in accordance with the foregoing provisions, and the Person or Persons entitled to receive the Exchange Common Stock issuable upon any such exchange will thereupon be treated for all purposes as the record holder or holders of the Exchange Common Stock. As promptly as practicable on or after the exchange date, the Exchange Company will issue and deliver a certificate or certificates for the number of full shares of Exchange Common Stock issuable upon exchange to the Person or Persons entitled to receive such shares. Upon exchange of any Issued Warrant Shares, the Company will pay or make with respect to Issued Warrant Shares any dividends or other distributions that have been declared on the Warrant Shares in kind or cash, as the case may be. If any Holder exchanges its Warrants or Warrant Shares for shares of Exchange Common Stock pursuant to this Section 7.126.12, such Holder will have all of the rights set forth in this Article VIIVI, except that for the purposes of this Article VII VI the term "Company" will refer instead to the Exchange Company and the term "Registrable Securities" will refer to the shares of Exchange Common Stock held by such Holder.

Exchange Rights. At the option of any Holder, any such Holder may exchange its Priority Warrant or Warrant Shares for fully paid and nonassessable shares (calculated as to each exchange to the nearest one-thousandth (1/1000) of a share and rounded upward) of common stock of any Affiliate or Subsidiary of the Company that on the date of receipt of the Exchange Notice has a class of capital stock registered under section 12 of the Exchange Act or within one year and 120 days will have a class of capital stock so registered (not subject to an effective stock pledge to an agent for the benefit of the Senior Lenders) (such Affiliate or Subsidiary will be referred to in this Agreement as the "Exchange Company" and the common stock of such Affiliate or Subsidiary will be referred to in this Agreement as "Exchange Common Stock"). Each $1,000 worth of Priority Warrants or Warrant Shares (valued at Fair Market Value on the date the Exchange Notice was sent), will be exchangeable for $1,000 worth of Exchange Common Stock (valued at Fair Market Value on the date that the Exchange Notice was sent). To exchange Priority Warrants or Warrant Shares into Exchange Common Stock, the Holder will surrender at the principal office of the Exchange Company the Priority Warrants or certificate or certificates evidencing the Warrant Shares duly endorsed or assigned to the Company, and give written notice to the Company at such office that it elects to exchange such Priority Warrants or Warrant Shares (the "Exchange Notice"). Priority Warrants or Warrant Shares will be deemed to have been exchanged immediately prior to the close of business on the day of the surrender for exchange in accordance with the foregoing provisions, and the Person or Persons entitled to receive the Exchange Common Stock issuable upon any such exchange will thereupon be treated for all purposes as the record holder or holders of the Exchange Common Stock. As promptly as practicable on or after the exchange date, the Exchange Company will issue and deliver a certificate or certificates for the number of full shares of Exchange Common Stock issuable upon exchange to the Person or Persons entitled to receive such shares. Upon exchange of any Issued Warrant Shares, the Company will pay or make with respect to Issued Warrant Shares any dividends or other distributions that have been declared on the Warrant Shares in kind or cash, as the case may be. If any Holder exchanges its Priority Warrants or Warrant Shares for shares of Exchange Common Stock pursuant to this Section 7.12, such Holder will have all of the rights set forth in this Article VII, except that for the purposes of this Article VII the term "Company" will refer instead to the Exchange Company and the term "Registrable Securities" will refer to the shares of Exchange Common Stock held by such Holder.

Exchange Rights. At the option of any Holder, any such Holder may exchange its Warrant or Warrant Shares for fully paid and nonassessable shares (calculated as to each exchange Subject to the nearest one-thousandth (1/1000) of a share and rounded upward) of common stock of any Affiliate or Subsidiary provisions of the Company that Indenture, the holder of this Security has the right, at his option, at any time or from time to time on or after September 28, 1997 until and including, but not after the close of business on, the date of receipt final maturity of this Security (except that, in case this Security or a portion hereof shall be called for redemption and the Company shall not thereafter default in making due provision for the payment of the Exchange Notice has a class of capital stock registered under section 12 of the Exchange Act redemption price, such right shall terminate with respect to this Security or within one year and 120 days will have a class of capital stock so registered (not subject to an effective stock pledge to an agent for the benefit of the Senior Lenders) (such Affiliate or Subsidiary will be referred to in this Agreement as the "Exchange Company" and the common stock of such Affiliate or Subsidiary will be referred to in this Agreement as "Exchange Common Stock"). Each $1,000 worth of Warrants or Warrant Shares (valued portion hereof at Fair Market Value on the date the Exchange Notice was sent), will be exchangeable for $1,000 worth of Exchange Common Stock (valued at Fair Market Value on the date that the Exchange Notice was sent). To exchange Warrants or Warrant Shares into Exchange Common Stock, the Holder will surrender at the principal office of the Exchange Company the Warrants or certificate or certificates evidencing the Warrant Shares duly endorsed or assigned to the Company, and give written notice to the Company at such office that it elects to exchange such Warrants or Warrant Shares (the "Exchange Notice"). Warrants or Warrant Shares will be deemed to have been exchanged immediately prior to the close of business on the last business day preceding the date fixed for redemption or, in case this Security or a portion hereof shall be called for redemption in accordance with Section 11.11 of the Indenture and the Company shall not thereafter default in making due provision for the payment of the redemption price, such right shall terminate with respect to this Security or such portion hereof at the close of business on the last business day preceding the fifteenth day after the mailing of the notice of redemption), to exchange the principal of this Security, or any portion thereof which is $1,000 or a multiple of $1,000, into fully paid and non-assessable Vencor Common Shares, as said shares shall be constituted at the date of exchange (or such other securities or property or cash as shall be added to such Vencor Common Shares or as such Vencor Common Shares shall have been changed into as provided in the Indenture), at the Exchange Rate of ____________ Vencor Common Shares (or such other securities, property or cash) for each $1,000 principal amount of the Securities (the "Exchange Rate") or at the adjusted Exchange Rate in effect at the date of exchange if an adjustment has been made, determined as provided in the Indenture, upon surrender of this Security to the Company at the office or agency of the Company maintained for the purpose in the Borough of Manhattan, The City of New York, together with a fully executed notice substantially in the form entitled "Exchange Notice" appearing below that the holder elects so to exchange this Security (or any portion hereof which is an integral multiple of $1,000); provided that the Company may, in lieu of delivering Vencor Common Shares in exchange for this Security, elect to pay the holder hereof an amount in cash equal to the Market Price (as of the date of receipt at such office or agency of such notice of exchange) as defined in the Indenture of such Vencor Common Shares into which this Security (or any portion hereof which is an integral multiple of $1,000 which the holder elects to exchange) is exchangeable, plus any securities, property or cash theretofore apportioned to such Vencor Common Shares, subject to certain conditions as more fully described in the Indenture. Except as expressly provided in the Indenture, no payment or adjustment shall be made on account of interest accrued on this Security (or portion thereof) so exchanged or on account of any dividend or distribution on any such shares of common stock of Vencor Power Company issued upon exchange. If so required by the Company or the Trustee, this Security, upon surrender for exchange as aforesaid, shall be duly endorsed by, or be accompanied by instruments of transfer, in accordance with form satisfactory to the foregoing provisionsCompany, and duly executed by, the Person or Persons entitled to receive the Exchange Common Stock issuable upon any such exchange will thereupon be treated for all purposes as the record holder or holders of by his duly authorized attorney. The Exchange Rate from time to time in effect is subject to adjustment as provided in the Exchange Indenture. No fractional interest in Vencor Common Stock. As promptly as practicable on or after the exchange date, the Exchange Company will issue and deliver a certificate or certificates for the number of full shares of Exchange Common Stock issuable upon exchange to the Person or Persons entitled to receive such shares. Upon exchange of any Issued Warrant Shares, the Company will pay or make with respect to Issued Warrant Shares any dividends (or other distributions that have been declared securities) will be issued on exchange, but an adjustment in cash will be made for any fractional interest as provided in the Warrant Shares in kind or cash, as the case may be. If any Holder exchanges its Warrants or Warrant Shares for shares of Exchange Common Stock pursuant to this Section 7.12, such Holder will have all of the rights set forth in this Article VII, except that for the purposes of this Article VII the term "Company" will refer instead to the Exchange Company and the term "Registrable Securities" will refer to the shares of Exchange Common Stock held by such HolderIndenture.

Exchange Rights. At the option of any HolderPurchaser, any such Holder Purchaser may exchange its Warrant or Warrant Shares for fully paid and nonassessable shares (calculated as to each exchange to the nearest one-thousandth (1/1000) of a share and rounded upward) of common stock of any Affiliate or Subsidiary of the Company that on the date of receipt of the -19- Exchange Notice has a class of capital stock registered under section 12 of the Exchange Act or within one year and 120 days will have a class of capital stock so registered (not subject to an effective stock pledge to an agent for the benefit of the Senior Lenders) (such Affiliate or Subsidiary will be referred to in this Agreement as the "Exchange Company" and the common stock of such Affiliate or Subsidiary will be referred to in this Agreement as "Exchange Common Stock"). Each $1,000 worth of Warrants or Warrant Shares (valued at Fair Market Value on the date the Exchange Notice was sent), will be exchangeable for $1,000 worth of Exchange Common Stock (valued at Fair Market Value on the date that the Exchange Notice was sent). To exchange Warrants or Warrant Shares into Exchange Common Stock, the Holder Purchaser will surrender at the principal office of the Exchange Company the Warrants or certificate or certificates evidencing the Warrant Shares duly endorsed or assigned to the Company, and give written notice to the Company at such office that it elects to exchange such Warrants or Warrant Shares (the "Exchange Notice"). Warrants or Warrant Shares will be deemed to have been exchanged immediately prior to the close of business on the day of the surrender for exchange in accordance with the foregoing provisions, and the Person or Persons entitled to receive the Exchange Common Stock issuable upon any such exchange will thereupon be treated for all purposes as the record holder or holders of the Exchange Common Stock. As promptly as practicable on or after the exchange date, the Exchange Company will issue and deliver a certificate or certificates for the number of full shares of Exchange Common Stock issuable upon exchange to the Person or Persons entitled to receive such shares. Upon exchange of any Issued Warrant Shares, the Company will pay or make with respect to Issued Warrant Shares any dividends or other distributions that have been declared on the Warrant Shares in kind or cash, as the case may be. If any Holder Purchaser exchanges its Warrants or Warrant Shares for shares of Exchange Common Stock pursuant to this Section 7.12, such Holder Purchaser will have all of the rights set forth in this Article VII, except that for the purposes of this Article VII the term "Company" will refer instead to the Exchange Company and the term "Registrable Securities" will refer to the shares of Exchange Common Stock held by such HolderPurchaser.

Exchange Rights. At the option of any Holder, any such Holder may --------------- exchange its Warrant or Warrant Shares for fully paid and nonassessable shares (calculated as to each exchange to the nearest one-thousandth (1/1000) of a share and rounded upward) of common stock of any Affiliate or Subsidiary of the Company that on the date of receipt of the Exchange Notice has a class of capital stock registered under section 12 of the Exchange Act or within one year and 120 days will have a class of capital stock so registered (not subject to an effective stock pledge to an agent for the benefit of the Senior Lenders) (such Affiliate or Subsidiary will be Shareholder Agreement - Page 14 --------------------- referred to in this Agreement as the "Exchange Company" and the common stock ---------------- of such Affiliate or Subsidiary will be referred to in this Agreement as "Exchange Common Stock"). Each $1,000 worth of Warrants or Warrant Shares --------------------- (valued at Fair Market Value on the date the Exchange Notice was sent), will be exchangeable for $1,000 worth of Exchange Common Stock (valued at Fair Market Value on the date that the Exchange Notice was sent). To exchange Warrants or Warrant Shares into Exchange Common Stock, the Holder will surrender at the principal office of the Exchange Company the Warrants or certificate or certificates evidencing the Warrant Shares duly endorsed or assigned to the Company, and give written notice to the Company at such office that it elects to exchange such Warrants or Warrant Shares (the "Exchange Notice"). Warrants or --------------- Warrant Shares will be deemed to have been exchanged immediately prior to the close of business on the day of the surrender for exchange in accordance with the foregoing provisions, and the Person or Persons entitled to receive the Exchange Common Stock issuable upon any such exchange will thereupon be treated for all purposes as the record holder or holders of the Exchange Common Stock. As promptly as practicable on or after the exchange date, the Exchange Company will issue and deliver a certificate or certificates for the number of full shares of Exchange Common Stock issuable upon exchange to the Person or Persons entitled to receive such shares. Upon exchange of any Issued Warrant Shares, the Company will pay or make with respect to Issued Warrant Shares any dividends or other distributions that have been declared on the Warrant Shares in kind or cash, as the case may be. If any Holder exchanges its Warrants or Warrant Shares for shares of Exchange Common Stock pursuant to this Section 7.12, such Holder ------------ will have all of the rights set forth in this Article VII, VII except that for the ----------- purposes of this Article VII the term "Company" will refer instead to the ----------- Exchange Company and the term "Registrable Securities" will refer to the shares of Exchange Common Stock held by such Holder.