Common use of Exercise Period Clause in Contracts

Exercise Period. In the event that the expiration of the Exercise Period shall fall on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period shall be extended to 5:00 P.M. (E.S.T.) on the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then this Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) (the "Automatic Exercise Date") in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by the Holder) a certificate or certificates for the number of Warrant Shares issuable upon such exercise, in accordance with Section 2.

Exercise Period. In the event that the expiration of the Exercise Period shall fall on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period shall be extended to 5:00 P.M. (E.S.T.) on the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then this Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) (the "Automatic Exercise Date") in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by the Holder) a certificate or certificates for the number of Warrant Shares issuable upon such exercise, in accordance with Section 2.

Exercise Period. In (a) Subject to the event that the expiration terms and conditions set forth herein (including without limitation Section 3.04 and Section 5), each Series of the Exercise Period shall fall on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period Warrants shall be extended exercisable at any time and from time to 5:00 P.M. (E.S.T.) time on or after the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein to Issue Date until the contrary, if any portion Close of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then this Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business Business on the Expiration Date (or, in for such Series of Warrants. Notwithstanding the event that the Expiration Date is not a business dayforegoing, the immediately preceding business dayHolders will be able to exercise the Warrants of a Series only if (i) (the "Automatic Exercise Date") in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by does not fall in an Exercise Suspension Period and (ii) the Holder. As promptly as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by the Holder) a certificate or certificates for the number of Warrant Shares issuable upon exercise of such exerciseSeries are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such Holders reside. The Company may instruct the Warrant Agent in writing from time to time that Warrants held by a member of the Board of Directors, an Officer of the Company or an Affiliate of the Company are subject to further restrictions on exercise related to compliance with applicable securities laws, in accordance which case the Warrant Agent shall not permit the exercise of such Warrants without the written consent of the Company. (b) Subject to the terms and conditions set forth herein (including Section 3.04, Section 4.06 and Section 5), each Series of Warrants will expire and cease to be exercisable at the Close of Business on the date (the “Expiration Date” for such Series of the Warrants) which is (i) November 20, 2026 (“Scheduled Expiration Date”) or (ii) if the Early Expiration Price Condition occurs with respect to such Series of Warrants, the Early Expiration Date for such Series of Warrants, where “Early Expiration Date” means, for any Series of the Warrants, either (x) the first Scheduled Trading Day (or, if a Net Exercise Period is in effect for such Series of Warrants, the second Scheduled Trading Day) immediately following the Early Expiration Price Condition Date for such Series of Warrants (subject to Section 23.02(h)) or (y) (if applicable) the Alternate Expiration Date for such Series of Warrants set pursuant to Section 3.02(d).

Exercise Period. In the event that the expiration of the Exercise Period shall fall on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period shall be extended to 5:00 P.M. (E.S.T.) on the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then this Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) (the "“Automatic Exercise Date"”) in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by the Holder) a certificate or certificates for the number of Warrant Shares issuable upon such exercise, in accordance with Section 2.

Exercise Period. In (a) Subject to the event that the expiration of the Exercise Period shall fall on a Saturday, Sunday or United States federally recognized holidayterms and conditions set forth herein (including without limitation Section 3.04 and Article V), the expiration of the Exercise Period Warrants shall be extended exercisable at any time and from time to 5:00 P.M. (E.S.T.) on the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then this Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) (the "Automatic Exercise Date") in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as is reasonably practicable time on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered the Common Stock Shelf Registration Statement shall have first been declared effective by the SEC until the Close of Business on the Expiration Date. Notwithstanding the foregoing, the Holders will be able to exercise the Warrants only if (i) the Common Stock Shelf Registration Statement relating to the Warrant Shares is effective and the Exercise Date does not fall in an Exercise Suspension Period and (ii) the Warrant Shares are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such Holders reside except as otherwise provided in Section 5.01. The Company at may instruct the principal office Warrant Agent in writing from time to time that Warrants held by a member of the Board of Directors, an Officer of the Company or an Affiliate of the Company are subject to further restrictions on exercise related to compliance with applicable securities laws, in which case the Warrant Agent shall not permit the exercise of such Warrants without the written consent of the Company. (b) Subject to the terms and conditions set forth herein (including without limitation Section 3.04 and Article V), the Warrants will expire and cease to be exercisable at the Close of Business on the date (the “Expiration Date”) which is (i) October 7, 2026 or such other office or agency (ii) if the Early Expiration Price Condition occurs, either (x) the Early Expiration Date, where “Early Expiration Date” means the Business Day immediately following the date of occurrence of the Company as it may reasonably designate by written notice to Early Expiration Price Condition or (y) the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by the Holder) a certificate or certificates for the number of Warrant Shares issuable upon such exercise, in accordance with Section 2Alternate Expiration Date.

Exercise Period. (a) Subject to earlier exercise pursuant to Section 4.8, on and after January 1, 1999, and until 5:00 P.M., Eastern time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all of the number of shares of Common Stock purchasable under this Warrant. (i) If at any time Holder shall desire to exercise the Warrant, then Holder shall deliver written notice of its intention to exercise the Warrant (a "Notice of Intention") to the Company, setting forth such Holder's desire to make such exercise. (ii) Upon receipt of the Notice of Intention, the Company shall then have the right to purchase the Warrant at a price equal to (i) the number of shares of Common Stock to be purchased upon exercise of the Warrant multiplied by the Current Market Price less (ii) the Warrant Price, both calculated as of the date of the Notice of Intention. The right of the Company pursuant to this Section 2.1(b) shall be exercisable by the delivery of a notice to the Holder (the "Notice of Exercise"), within 20 calendar days from the date of delivery of the Notice of Intention. The Notice of Exercise shall state the the purchase price for the Warrant. The rights of the Company pursuant to this Section 2.1(b) shall terminate if unexercised 20 calendar days after the date of delivery of the Notice of Intention. (iii) In the event that the expiration of Company exercises its rights to purchase the Exercise Period shall fall on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period shall be extended to 5:00 P.M. (E.S.T.) on the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then this Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) (the "Automatic Exercise Date") in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by the Holder) a certificate or certificates for the number of Warrant Shares issuable upon such exercise, in accordance with Section 22.1(b), then the Holder must sell the Warrant to the Company, and the Company shall purchase the Warrant within 30 calendar days after the date of delivery of the Notice of Exercise to the Holder. (iv) Upon the consummation of the purchase and sale of the Warrant, the Holder shall deliver the Warrant, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company, duly executed by the Holder free and clear of any liens, against delivery by the Company of the purchase price of the Warrant by certified or bank check. (c) This Warrant is exercisable pursuant to this Section 2 notwithstanding the repayment of any loans or other indebtedness owed by the Company to any Holder.

Exercise Period. In the event that the expiration of the Exercise Period shall fall Subject to compliance with all applicable --------------- securities laws, this Warrant may be exercised at any time, in whole or in part, on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period shall be extended to 5:00 P.M. (E.S.T.) on the first any business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein prior to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then by surrendering this Warrant at the principal executive office of the Company, together with the subscription form attached hereto duly executed by the Registered Holder and payment in full of the Purchase Price or adjusted Purchase Price therefor, if applicable (as determined in accordance with the terms hereof) for the number of shares of Warrant Stock to be purchased upon such exercise of this Warrant. Upon a partial exercise of this Warrant, this Warrant shall be surrendered, and a new Warrant of the same tenor for purchase of the number of remaining shares of Warrant Stock not previously purchased shall be issued by the Company to the Registered Holder. This Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, date of its surrender for exercise and payment in full to the event that Company of the Expiration Date is not a business day, the immediately preceding business day) (the "Automatic Exercise Date") in the manner Purchase Price as provided in Section 2 belowabove, and the Holder (or person entitled to receive the shares of Warrant Stock issuable upon such other person or persons as directed by the Holder) exercise shall be treated for all purposes as the holder of record of such Warrant Shares shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holderdate. As promptly soon as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business daydate, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by entitled to receive the Holder) same a certificate or certificates for the number of whole shares of Warrant Shares Stock issuable upon such exercise, together with cash in accordance lieu of any fraction of a share equal to such fraction of the current fair market value of one whole share of Warrant Stock as of the date of exercise, as determined in good faith by the Company's Board of Directors. No fractional shares may be issued upon any exercise of this Warrant. Notwithstanding the above, this Warrant must be exercised on the earliest to occur off (i) the Expiration Date; (ii) six (6) months after the date of closing of the issuance and sale of shares of Common Stock of the Company in the Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended; (iii) the sale of all or substantially all the assets of the Company; or (iv) the merger of the Company into or consolidation with Section 2any other entity (the "Expiration Date"). In the event of a proposed transaction of the kind described in (ii), (iii) or (iv) above, the Company shall notify the Registered Holder at least thirty (30) days prior to the consummation of such event or transaction.

Exercise Period. In the event that the expiration of the Exercise Period shall fall on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period shall be extended to 5:00 P.M. (E.S.T.) on the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then this Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) (the "“Automatic Exercise Date"”) in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency agency, of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by the Holder) a certificate or certificates for the number of Warrant Shares issuable upon such exercise, in accordance with Section 2.

Exercise Period. In the event that the expiration (a) The Registered Holder may exercise this Warrant, in whole or in part (but not as to a fractional share of Warrant Stock), with respect to 750,000 shares of the Exercise Period shall fall on a SaturdayWarrant Stock, Sunday or United States federally recognized holidaysubject to subsection (b) below, the expiration of the Exercise Period shall be extended (subject to adjustment as herein provided at any time prior to 5:00 P.M. p.m. (E.S.T.New York time) on March 25, 2002, unless the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein right to the contrary, if any portion purchase shares of Warrant Stock under this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then this Warrant shall be deemed earlier terminated pursuant to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) Section 14 (the "Automatic Exercise DatePeriod"). (b) If at any time when the Junior Debt (as defined in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as is reasonably practicable on or after the Automatic Exercise Date, but in no event before that certain Intercreditor Agreement dated the date on which this Warrant is surrendered to hereof among Fleet Bank, National Association ("Fleet"), the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Registered Holder, during normal business hours on any business day, the Company at and its expense subsidiaries listed therein, The Chase Manhattan Bank, N.A., Creditanstalt Bankverein and The Chase Manhattan Bank, N.A., as agent (the "Intercreditor Agreement")) is not in default the Company elects to permanently reduce the principal balance of the Loan (as defined in the Credit Agreement dated the date hereof among Fleet, the Company and the subsidiaries listed therein (the "Credit Agreement")) and reduce the Commitment (as defined in the Credit Agreement), then the Warrant shall issue and deliver (to the Holder extent not previously exercised) be reduced such that the total Warrant Stock obtainable under this Section 2.1 (or including any Warrant Stock previously issued pursuant to a partial exercise of this Warrant) is equal to the product of 750,000 shares times a fraction, the numerator of which is the Commitment following such other person or persons as directed reduction and the denominator of which is $3 million; provided, however, that upon an event of default that results in total payments by the Holder) a certificate or certificates for Registered Holder to Fleet pursuant to the number of Warrant Shares issuable upon such exercise, in accordance with Section 2.Guarantee Agreement dated the date

Exercise Period. In the event that the expiration of the Exercise Period shall fall Subject to compliance with all applicable --------------- securities laws, this Warrant may be exercised at any time, in whole or in part, on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period shall be extended to 5:00 P.M. (E.S.T.) on the first any business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein prior to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then by surrendering this Warrant at the principal executive office of the Company, together with the subscription form attached hereto duly executed by the Registered Holder and payment in full of the Purchase Price or adjusted Purchase Price therefor, if applicable (as determined in accordance with the terms hereof) for the number of shares of Warrant Stock to be purchased upon such exercise of this Warrant. Upon a partial exercise of this Warrant, this Warrant shall be surrendered, and a new Warrant of the same tenor for purchase of the number of remaining shares of Warrant Stock not previously purchased shall be issued by the Company to the Registered Holder. This Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, date of its surrender for exercise and payment in full to the event that Company of the Expiration Date is not a business day, the immediately preceding business day) (the "Automatic Exercise Date") in the manner Purchase Price as provided in Section 2 belowabove, and the Holder (or person entitled to receive the shares of Warrant Stock issuable upon such other person or persons as directed by the Holder) exercise shall be treated for all purposes as the holder of record of such Warrant Shares shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holderdate. As promptly soon as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business daydate, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by entitled to receive the Holder) same a certificate or certificates for the number of whole shares of Warrant Shares Stock issuable upon such exercise, together with cash in accordance lieu of any fraction of a share equal to such fraction of the current fair market value of one whole share of Warrant Stock as of the date of exercise, as determined in good faith by the Company's Board of Directors. No fractional shares may be issued upon any exercise of this Warrant. Notwithstanding the above, this Warrant must be exercised on the earliest to occur off (i) the Expiration Date; (ii) six. (6) months after the date of closing of the issuance and sale of shares of Common Stock of the Company in the Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended; (iii) the sale of all or substantially all the assets of the Company; or (iv) the merger of the Company into or consolidation with Section 2any other entity (the "Expiration Date"). In the event of a proposed transaction of the kind described in (ii), (iii) or (iv) above, the Company shall notify the Registered Holder at least thirty (30) days prior to the consummation of such event or transaction.

Exercise Period. In the event that the expiration of the Exercise Period shall fall on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period shall be extended to 5:00 P.M. (E.S.T.) on the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then this Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) (the "Automatic Exercise Date") in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) Holder shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by the Holder) a certificate or certificates for the number of Warrant Shares issuable upon such exercise, in accordance with Section 2.

Exercise Period. In Initially, the event Rights were attached to all Common Stock certificates representing shares then outstanding, and no separate rights certificates (“Rights Certificates”) will be distributed. Subject to certain exceptions specified in the Tax Benefits Preservation Plan, the Rights will separate from the Common Stock then outstanding and a distribution date (the “Distribution Date”) will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has become the expiration beneficial owner of 4.9% or more of the Exercise Period shares of the Common Stock (the “Stock Acquisition Date”) and (ii) 10 business days (or such later date as the Board shall fall on determine) following the commencement of a Saturdaytender offer or exchange offer that would result in a person or group becoming an Acquiring Person. Until the Distribution Date, Sunday or United States federally recognized holiday(i) the Rights will be evidenced by the Common Stock certificates (or, in the case of book-entry shares, by the notations in the book-entry accounts) and will be transferred with and only with such Common Stock, (ii) the Common Stock certificates issued after the Record Date will contain a notation incorporating the Tax Benefits Preservation Plan by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Pursuant to the Tax Benefits Preservation Plan, the expiration Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Series E Preferred Stock will be issued. The definition of “Acquiring Person” contained in the Tax Benefits Preservation Plan contains several exemptions, including (i) the Company or any of the Exercise Period shall be extended to 5:00 P.M. Company’s subsidiaries; (E.S.T.ii) on any employee benefit plan of the first business day following such SaturdayCompany, Sunday or recognized holiday. Notwithstanding anything contained herein of any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the contrary, if terms of any portion such plan; (iii) any person who becomes the beneficial owner of this Warrant remains unexercised as 4.9% or more of the Expiration Date and shares of the Market Price Common Stock then outstanding as a result of one share a reduction in the number of shares of Common Stock as by the Company or a stock dividend, stock split, reverse stock split or similar transaction, unless and until such person increases his ownership by more than one percentage point over such persons’ lowest percentage stock ownership on or after the consummation of the Expiration Date is greater than relevant transaction; (iv) any person who, together with all affiliates and associates of such person, was the Exercise Price as beneficial owner of 4.9% or more of the Expiration Dateshares of Common Stock then outstanding on the date of the Tax Benefits Preservation Plan, then this Warrant shall be deemed unless and until such person and its affiliates and associates increase their aggregate ownership by more than one percentage point over their lowest percentage stock ownership on or after the date of the Tax Benefits Preservation Plan or decrease their aggregate percentage stock ownership below 4.9%; (v) any person who, within 10 business days of being requested by the Company to have been exercised automaticallydo so, for certifies to the maximum Company that such person became an Acquiring Person inadvertently or without knowledge of the terms of the Rights and who, together with all affiliates and associates, thereafter within 10 business days following such certification disposes of such number of shares then purchasable hereunderof Common Stock so that it, immediately prior together with all affiliates and associates, ceases to be an Acquiring Person; (vi) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and any of his associates (“▇▇. ▇▇▇▇▇”); provided that the foregoing exemption (x) shall apply only to the extent that the Company does not undergo an “owner shift” (as that term is defined in Section 382 of the Code) of 15% or more as a result of beneficial ownership of Company Securities by ▇▇. ▇▇▇▇▇ and (y) may be revoked at any time by the disinterested members of the Board as to future acquisitions; and (vii) any person that the Board has affirmatively determined shall not be deemed an Acquiring Person. The Rights are not exercisable until the Distribution Date and will expire at the earliest of (i) 11:59 P.M. (New York City time) on March May 2, 2033 or such later date and time as may be determined by the Board, (ii) the time at which the Rights are redeemed or exchanged as provided in the Tax Benefits Preservation Plan, (iii) the time at which the Board determines that the Tax Benefits Preservation Plan is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the close of business on the Expiration Date (orfirst day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward. As soon as practicable after the Distribution Date, in the event that the Expiration Date is not a business day, the immediately preceding business day) (the "Automatic Exercise Date") in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) shall Rights Certificates will be treated for all purposes as the holder mailed to holders of record of such Warrant Shares the Common Stock as of the close of business on such Automatic Exercise the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. After the Distribution Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, the Company at its expense shall generally would issue and deliver Rights with respect to shares of Common Stock issued upon the Holder (exercise of stock options or such other person pursuant to awards under any employee plan or persons arrangement, which stock options or awards are outstanding as directed of the Distribution Date, or upon the exercise, conversion or exchange of securities issued by the Holder) a certificate Company after the Tax Benefits Preservation Plan’s adoption (except as may otherwise be provided in the instruments governing such securities). In the case of other issuances of shares of Common Stock after the Distribution Date, the Company generally may, if deemed necessary or certificates for appropriate by the number Board, issue Rights with respect to such shares of Warrant Shares issuable upon such exercise, in accordance with Section 2Common Stock.

Exercise Period. In (a) The Registered Holder may exercise this Warrant, in whole or in part (but not as to a fractional share of Warrant Stock), with respect to 750,000 shares of the event Warrant Stock, subject to subsection (b) below, (subject to adjustment as herein provided at any time prior to 5:00 p.m. (New York time) on October __, 2000, unless the right to purchase shares of Warrant Stock under this Warrant is earlier terminated pursuant to Section 14 (the "Exercise Period"). (b) If at any time when the Junior Debt (as defined in that certain Intercreditor Agreement dated the date hereof among Fleet Bank, National Association ("Fleet"), the Registered Holder, the Company and its subsidiaries listed therein, The Chase Manhattan Bank, N.A., Creditanstalt Bankverein and The Chase Manhattan Bank, N.A., as agent (the "Intercreditor Agreement")) is not in default the Company elects to permanently reduce the principal balance of the Loan (as defined in the Credit Agreement dated the date hereof among Fleet, the Company and the subsidiaries listed therein (the "Credit Agreement")) and reduce the Commitment (as defined in the Credit Agreement), then the Warrant shall (to the extent not previously exercised) be reduced such that the expiration total Warrant Stock obtainable under this Section 2.1 (including any Warrant Stock previously issued pursuant to a partial exercise of this Warrant) is equal to the Exercise Period shall fall on product of 750,000 shares times a Saturday, Sunday or United States federally recognized holidayfraction, the expiration numerator of which is the Exercise Period Commitment following such reduction and the denominator of which is $3 million; provided, however, that upon an event of default that results in total payments by the Registered Holder to Fleet pursuant to the Guarantee Agreement dated the date hereof among Fleet, the Registered Holder and the Company and its subsidiaries listed therein (the "Guarantee") of an amount greater than the Commitment then outstanding, then the Warrant shall be extended increased such that the total Warrant Stock obtainable under this Section 2.1 (including any Warrant Stock previously issued pursuant to 5:00 P.M. (E.S.T.a partial exercise of this Warrant) on the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein is equal to the contraryproduct of 750,000 shares times a fraction (not 4 to exceed 1.0), if any portion the numerator of this Warrant remains unexercised which is the total payments made as of the Expiration Date date of such calculation by the Registered Holder to Fleet pursuant to the Guarantee and any additional amounts owed to the Market Price of one share of Common Stock Registered Holder by the Company and its subsidiaries as of the Expiration Date is greater than date of such calculation pursuant to the Exercise Price as terms of the Expiration Date, then this Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) (the "Automatic Exercise Date") in the manner provided in Section 2 belowCredit Agreement, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder denominator of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as which is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by the Holder) a certificate or certificates for the number of Warrant Shares issuable upon such exercise, in accordance with Section 2$3 million.