Common use of SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS Clause in Contracts

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes and Warrants will not be separately transferable until the Separation Date. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised during the period commencing at the opening of business on November 1, 2001 and until 5:00 p.m., New York City time on May 1, 2009 (the "EXERCISE PERIOD"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICE") (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of exercise or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant Shares; PROVIDED that holders shall be able to exercise their Warrants only if a registration statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May 1, 2009 (the "EXPIRATION DATE") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants.

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes and Warrants will not be separately transferable until the Separation Date. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised during the period commencing at the opening of business on November 1, 2001 the Separation Date and until 5:00 p.m., p.m. New York City time on May 1September 30, 2009 2008 (the "EXERCISE PERIOD"“Exercise Period”), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICE"“Exercise Price”) (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of exercise or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant Shares; PROVIDED provided that holders shall be able to exercise their Warrants only if a registration statement Statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"“Securities Act”), and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May 1September 30, 2009 2008 (the "EXPIRATION DATE"“Expiration Date”) shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants.

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes and Warrants will not be separately transferable until the Separation Date. Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised during the period commencing at the opening of business on November 1, 2001 the Exercise Date and until 5:00 p.m., New York City time on May 1July 15, 2009 2010 (the "EXERCISE PERIODExercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICE") Exercise Price (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of exercise (or, if such exercise takes place prior to July 15, 2005, an Accreted Value on the date of exercise) or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant Shares; PROVIDED provided that holders Holders shall be able to exercise their Warrants only if a registration statement Registration Statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders Holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May 1July 15, 2009 2010 (the "EXPIRATION DATEExpiration Date") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants.

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes and Warrants will not be separately transferable until the Separation Date. Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised during the period commencing at the opening of business on November 1, 2001 the Separation Date and until 5:00 p.m., New York City time on May October 1, 2009 (the "EXERCISE PERIODExercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICEExercise Price") (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of exercise (or, if such exercise takes place prior to October 1, 2004, an Accreted Value on the date of exercise) or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant Shares; PROVIDED provided that holders Holders shall be able to exercise their Warrants only if a registration statement Registration Statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders Holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May October 1, 2009 (the "EXPIRATION DATEExpiration Date") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants.

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes Senior Preferred Stock and Warrants will not be separately transferable until the Separation "Separability Date," which shall be the earliest of (i) June 1, 1997; (ii) the date a registration statement with respect to a registered exchange offer for the Senior Preferred Stock is declared effective under the Securities Act; (iii) the date notice of a change of control (as defined in the Certificate of Designation governing the Senior Preferred Stock) is mailed by the Company to holders of the Senior Preferred Stock as required by the Certificate of Designation governing the Senior Preferred Stock; or (iv) such earlier date as may be determined by CIBC Wood Gundy Securities Corp. with consent of the Company. Notwithstanding the foregoing, in the event a Change of Control occurs and the Company mails the related notice thereof to holders of Senior Preferred Stock prior to the Separability Date as determined by the preceding sentence, the Separability Date shall be such earlier date of mailing. The Company shall give written notice to the Warrant Agent of any such mailing on the date of such mailing. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised during commencing on or after the period commencing at the opening of business on November 1, 2001 Exercisability Date and until 5:00 p.m., New York City time time, on May 1June 30, 2009 1999 (the "EXERCISE PERIODExpiration Date"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICE") (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of exercise or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant Shares; PROVIDED that holders shall be able to exercise their Warrants only if a registration statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May 1, 2009 (the "EXPIRATION DATE") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants.Exercise

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes and Warrants will not be separately transferable until the Separation Date. Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised during the period commencing at the opening of business on November 1, 2001 the Exercise Date and until 5:00 p.m., New York City time time, on May 1, 2009 the Expiration Date (as defined below) (the "EXERCISE PERIODExercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICE") Exercise Price (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of through a "cashless" exercise or in accordance with Section 4(g) hereof; (ii) in cash, by wire transfer or by certified or official bank check payable to the order of the Company; or (iii) by a combination thereof, in each case, equal to the Exercise Price then in effect for such Warrant Shares; PROVIDED provided that holders Holders shall be able to -------- exercise their Warrants only if a registration statement Registration Statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders Holders of the Warrants or other persons Persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May 1August 15, 2009 2008 (the "EXPIRATION DATEExpiration Date") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants.

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes and Warrants will not be separately transferable until prior to the Separation Dateclose of business of the earlier of (i) ____________, 1997, (ii) a Change in Control (as defined in the indenture relating to the Notes) with respect to the Company and (iii) such date as the underwriters in the Unit Offering may, in their discretion, deem appropriate (the "SEPARATION DATE"), at which time such Warrants shall become separately transferable. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised during exercised, subject to the period effectiveness of the Registration Statement (as defined), commencing at the opening of business on November 1________, 2001 1997 and until 5:00 p.m., New York City time on May 1_______, 2009 (the "EXERCISE PERIOD"), 2007 to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICE") (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of exercise or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant Shares; PROVIDED . In the alternative, each holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the holder receives that holders shall be able number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined) at the time of exercise equal to exercise their Warrants only if a registration statement relating to the aggregate Exercise Price that would otherwise have been paid by the holder of the Warrant Shares. For purposes of the foregoing sentence, "FAIR MARKET VALUE" of the Warrant Shares is then will be determined in effect, or good faith by the exercise Board of such Warrants is exempt from the registration requirements Directors of the Securities Act of 1933, Company as amended (the "SECURITIES ACT"), and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders date of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants resideany such exercise. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May 1_______, 2009 (the "EXPIRATION DATE") 2007 shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants.

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes and Warrants will not be separately transferable until the Separation Date. Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised during the period commencing at the opening of business on November 1, 2001 the Exercise Date and until 5:00 p.m., New York City time on May October 1, 2009 2010 (the "EXERCISE PERIOD"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICE") Exercise Price (i) by tendering Notes having an aggregate principal amount at maturityAccreted Value, plus accrued and unpaid interest, if any thereon to the date of exercise or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant Shares; PROVIDED provided that holders Holders shall be able to exercise their Warrants only if a registration statement Registration Statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders Holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May October 1, 2009 2010 (the "EXPIRATION DATE") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants.

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes and Warrants will not be separately transferable until the Separation Date. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised during the period commencing at the opening of business on November 1, 2001 the Separation Date and until 5:00 p.m., New York City time on May 1October 15, 2009 (the "EXERCISE PERIOD"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICE") (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any any, thereon to the date of exercise or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant SharesShares or (ii) by tendering Warrants as set forth below or (iii) any combination of Notes and Warrants; PROVIDED provided that holders shall be able to exercise their Warrants only if a registration statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each holder may exercise its right, during the Exercise Period, to receive Warrant not exercised prior Shares on a net basis, such that, without the exchange of any funds, the holder will receive such number of Warrant Shares equal to 5:00 p.m., New York City time, on May 1, 2009 the product of (A) the "EXPIRATION DATE") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease number of Warrant Shares for which such Warrant is exercisable as of such time. No adjustments as to dividends will be made upon the date of exercise of (if the Warrants.Exercise Price were being paid in cash) and (B)

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes and Warrants will not be separately transferable until the Separation Date. Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised during the period commencing at the opening of business on November 1, 2001 the Exercise Date and until 5:00 p.m., New York City time on May 1January 15, 2009 2011 (the "EXERCISE PERIODExercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICE") Exercise Price (i) by tendering Notes having an aggregate principal amount at maturityamount, plus accrued and unpaid interest, if any thereon to the date of exercise or (ii) in cash, by wire transfer or by certified or official bank check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant Shares; PROVIDED provided that holders Holders shall be able to exercise their Warrants only if a registration statement Registration Statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders Holders of the Warrants or other persons Persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May 1January 15, 2009 2011 (the "EXPIRATION DATEExpiration Date") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants.

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes Debentures and Warrants will not be separately transferable until transferable, subject to compliance with applicable securities laws, on the Separation earliest to occur of (i) February 24, 1998, (ii) such earlier date as may be determined by NatWest Capital Markets Limited as Initial Purchaser with the consent of the Company, (iii) upon the occurrence of a Change of Control of the Company (as defined in that certain Indenture, dated as of November 26, 1997, between the Company and The Bank of New York, as Trustee), and (iv) the effective date of a registration statement for a registered exchange offer for the Debentures (the "Separability Date"). Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised during commencing on or after the period commencing at the opening date of business on November 1, 2001 issuance and until 5:00 p.m., New York City time time, on May December 1, 2009 (the "EXERCISE PERIODExpiration Date"), to receive from the Company upon the exercise of each warrant the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICE") (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of exercise or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price (as defined) then in effect for such Warrant Shares; PROVIDED that holders shall be able to exercise their Warrants only if a registration statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May 1, 2009 (the "EXPIRATION DATE") Expiration Date shall become void and all rights thereunder and all an rights in respect thereof under this agreement Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The initial price per share at which Warrant Shares shall be purchasable upon exercise of Warrants (the "Exercise Price") shall be $7.55 subject to adjustment, provided, that in no event shall the Exercise Price be less than $.01 per share. A Warrant may be exercised upon surrender at the office or agency of the Company maintained for such purpose, which initially will be the principal corporate trust office of the Warrant Agent in New York, New York, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a participant in a recognized Signature Guarantee Medallion Program, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price, as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check to the order of the Warrant Agent on behalf of the Company in Immediately Available Funds. Subject to the provisions of Section 6 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Warrant Holder may designate a certificate or certificates for the number of Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 12; provided, however, that if any consolidation, merger or sale of assets is proposed to be effected by the Company as described in subsection (d) of Section 12 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than 10 days, other than a Saturday or Sunday or a day on which banking institutions in the State of New York are not open for business ("Business Day") thereafter, issue and cause to be mailed the number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 12. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to make the required new Warrant Certificate or Certificates available for delivery pursuant to the provisions of this Section and of Section 3 hereof, and the Company, whenever required by the Warrant Agent, will promptly supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner consistent with the Warrant Agent's customary procedure for such disposal and in a manner reasonably satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Company shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes and Warrants will not be separately transferable until the Separation Date. Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised during the period commencing at the opening of business on November 1, 2001 the Separation Date and until 5:00 p.m., New York City time on May 1September _____, 2009 (the "EXERCISE PERIODExercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICEExercise Price") (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of exercise (or, if such exercise takes place prior to [______], 2005, an Accreted Value on the date of exercise) or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant Shares; PROVIDED provided that holders Holders shall be able to exercise their Warrants only if a registration statement Registration Statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders Holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May 1September ___, 2009 (the "EXPIRATION DATEExpiration Date") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants.

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes and Warrants will not be separately transferable until prior to the close of business of the earlier of (i) ____________, 1997, (ii) a Change in Control (as defined in the indenture relating to the Notes) of the Company and (iii) such date as the underwriters in the Offering may, in their discretion, deem appropriate (the "Separation Date"), at which time such Warrants shall become separately transferable. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised during the period commencing at the opening of business on November 1________, 2001 1997 and until 5:00 p.m., New York City time on May 1_______, 2009 2007 (the "EXERCISE PERIODExercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICEExercise Price") (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of exercise or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant Shares; PROVIDED provided that holders shall be able to exercise their Warrants only if a registration statement relating to the Warrant Shares is then in if effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the holder of the Warrant Shares. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares will be determined in good faith by the Board of Directors of the Company as of the date of any such exercise. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May 1_______, 2009 2007 (the "EXPIRATION DATEExpiration Date") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants.

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes Senior PIK Preferred Stock and Warrants will not be separately transferable until the Separation "Separability Date," which shall be the earliest of (i) ten (10) business days after the date of original issuance of the Warrant and/or; (ii) such earlier date as may be determined by NatWest with consent of the Company. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised during commencing on or after the period commencing at the opening date of business on November 1, 2001 issuance and until 5:00 p.m., New York City time time, on May 1June 15, 2009 2007 (the "EXERCISE PERIODExpiration Date"), to receive from the Company upon the exercise of each warrant the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICE") (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of exercise or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price (as defined) then in effect for such Warrant Shares; PROVIDED that holders shall be able to exercise their Warrants only if a registration statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May 1, 2009 (the "EXPIRATION DATE") Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this agreement Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The initial price per share at which Warrant Shares shall be purchasable upon exercise of Warrants (the "Exercise Price") shall be $.01, subject to adjustment, provided, that in no event shall the Exercise Price be less than $.01 per share. A Warrant may be exercised upon surrender at the office or agency of the Company maintained for such purpose, which initially will be the corporate trust office of the Warrant Agent in New York, New York, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a participant in a recognized Signature Guarantee Medallion Program, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price, as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check to the order of the Company in New York Clearing House Funds. Subject to the provisions of Section 6 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate a certificate or certificates for the number of Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 12; provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (j) of Section 12 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than 2 days, other than a Saturday or Sunday or a day on which banking institutions in the State of New York are not open for business ("Business Day") thereafter, issue and cause to be delivered the number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 12. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 3 hereof, and the Company, whenever required by the Warrant Agent, will promptly supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner consistent with the Warrant Agent's customary procedure for such disposal and in a manner reasonably satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) 4.1. The Notes and Warrants will not be separately transferable until the earliest to occur of (i) the date that is six months following the initial sale of the Units, (ii) the commencement of the Exchange Offer (as defined in the Indenture), (iii) the date a Shelf Registration Statement (as defined in the Registration Rights Agreement) with respect to the Notes is declared effective, (iv) a Change of Control (as defined in the Indenture) or (v) such date as BancAmerica Xxxxxxxxx Xxxxxxxx may, in its sole discretion, deem appropriate (the earliest of such dates, the "Separation Date"), at which time such Warrants shall become separately transferable. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised during the period commencing at on the opening of business on November 1, 2001 the Separation Date and through and until 5:00 p.m., New York City time on May August 1, 2009 (or such later date as provided in the following paragraph) (the "EXERCISE PERIODExercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICEExercise Price") (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of exercise or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant Shares; PROVIDED provided that holders shall be able to exercise their Warrants only if a registration statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each In the alternative, each holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a Fair Market Value equal to the aggregate Exercise Price that would otherwise have been paid by the holder for the Warrant Shares being issued. Except as provided in the following paragraph, each Warrant not exercised prior to 5:00 p.m., New York City time, on May August 1, 2009 (the "EXPIRATION DATEExpiration Date") shall become void and all rights thereunder and all rights in respect thereof under this agreement Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the registered holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 5:00 p.m., New York City time, on the 90th day after the Company gives such notice; provided, however, in no event will holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. The Company shall give written notice to all Warrant holders at least 20 days prior to the establishment of a record date for the payment of any dividend on any shares of Common Stock or the repurchase of Common Stock from the holders thereof.

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes and Warrants will not be separately transferable until the Separation Dateimmediately upon issuance. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised during the period commencing at the opening of business on November 1August 17, 2001 1998 and until 5:00 p.m., New York City time on May 1August 15, 2009 2008 (the "EXERCISE PERIODExercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICEExercise Price") (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of exercise or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant Shares; PROVIDED provided that holders shall be able to exercise their Warrants only if a registration statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each holder may exercise its right, during the Exercise Period, to receive Warrant not exercised prior Shares on a net basis, such that, without the exchange of any funds, the holder will receive such number of Warrant Shares equal to 5:00 p.m., New York City time, on May 1, 2009 the product of (A) the "EXPIRATION DATE") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease number of Warrant Shares for which such Warrant is exercisable as of such time. No adjustments as to dividends will be made upon the date of exercise of (if the Warrants.Exercise Price were being paid in cash) and (B)

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes and Warrants will not be separately transferable until the Separation Date. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised during the period commencing at the opening of business on November 1, 2001 the Separation Date and until 5:00 p.m., New York City time on May October 1, 2009 (the "EXERCISE PERIODExercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICEExercise Price") (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of exercise or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant Shares; PROVIDED provided that holders shall be able to exercise their Warrants only if a registration statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May October 1, 2009 (the "EXPIRATION DATEExpiration Date") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants.

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes Debentures and Warrants will not be separately transferable until the close of business on the earliest to occur of (i) ________________, 1998, (ii) such earlier date as Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation may determine and (iii) in the event of a Change of Control (as defined in the Indenture) (the earliest of such dates, the "Separation Date"), at which time such Warrants shall become separately transferable. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised during the period commencing at the opening of business on November 1_______, 2001 1997 and until 5:00 p.m., New York City time on May 1________, 2009 2007 (the "EXERCISE PERIODExercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICEExercise Price") (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of exercise or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant Shares; PROVIDED provided that holders shall be able to exercise their Warrants only if a registration statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the holder tenders Debentures having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon, to the date of exercise (or, if such exercise takes place prior to ___________, 2002, an Accreted Value (as defined in the Indenture) on the date of exercise) equal to the Exercise Price of the Warrants being exercised by such holder. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May 1__________, 2009 2007 (the "EXPIRATION DATEExpiration Date") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants.

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes and Warrants will not be separately transferable until the Separation Date. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised during the period commencing at the opening of business on November 1, 2001 the Separation Date and until 5:00 p.m., New York City time on May 1September 15, 2009 (the "EXERCISE PERIOD"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICE") (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any any, thereon to the date of exercise or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant SharesShares or (ii) by tendering Warrants as set forth below or (iii) any combination of Notes and Warrants; PROVIDED provided that holders shall be able to exercise their Warrants only if a registration statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each holder may exercise its right, during the Exercise Period, to receive Warrant not exercised prior Shares on a net basis, such that, without the exchange of any finds, the holder will receive such number of Warrant Shares equal to 5:00 p.m., New York City time, on May 1, 2009 the product of (A) the "EXPIRATION DATE") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease number of Warrant Shares for which such Warrant is exercisable as of such time. No adjustments as to dividends will be made upon the date of exercise of (if the Warrants.Exercise Price were being paid in

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes and Warrants will not be separately transferable until the Separation Date. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised during the period commencing at the opening of business on November 1, 2001 the Separation Date and until 5:00 p.m., New York City time on May 1August 15, 2009 2007 (the "EXERCISE PERIODExercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICEExercise Price") (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of exercise or (ii) as set forth below in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant Shares; PROVIDED provided that holders shall be able to exercise their Warrants only if a registration statement relating to the Warrant Shares such exercise is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act")) and such holder delivers to the Company such notices as the Company shall reasonably request in connection therewith, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each holder may exercise its right, during the Exercise Period, to receive Warrant not exercised prior Shares on a net basis, such that, without the exchange of any funds, the holder will receive such number of Warrant Shares equal to 5:00 p.m., New York City time, on May 1, 2009 the product of (A) the "EXPIRATION DATE") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease number of Warrant Shares for which such Warrant is exercisable as of such time. No adjustments as to dividends will be made upon the date of exercise of (if the Warrants.Exercise Price were being paid in cash) and (B)

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) 4.1. The Notes and Warrants will not be separately transferable until the earliest to occur of (i) the date that is six months following the initial sale of the Units, (ii) the commencement of the Exchange Offer (as defined in the Indenture), (iii) the date a Shelf Registration Statement (as defined in the Indenture) with respect to the Notes is declared effective, (iv) a Change of Control (as defined in the Indenture) or (v) such date as Bear, Xxxxxxx & Co. Inc. may, in its sole discretion, deem appropriate (the earliest of such dates, the "Separation Date"), at which time such Warrants shall become separately transferable. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised during the period commencing at on the earlier of (a) the opening of business on November 1the Separation Date and (b) in the event a Change of Control occurs, 2001 the date the Company mails notice thereof to holders of Notes and Warrants, until 5:00 p.m., New York City time on May June 1, 2009 2008 (the "EXERCISE PERIODExercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICEExercise Price") (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of exercise or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant Shares; PROVIDED provided that holders shall be able to exercise their Warrants only if a registration statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. In the alternative, each holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a Fair Market Value equal to the aggregate Exercise Price that would otherwise have been paid by the holder for the Warrant Shares being issued. For purposes of the foregoing sentence, the "Fair Market Value" of the Warrant Shares shall be the current market price of the Warrant Shares on the date immediately preceding the date of payment of the Exercise Price as determined by the procedures set forth in Section 8.7. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May June 1, 2009 2008 (the "EXPIRATION DATEExpiration Date") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the registered holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension.

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes and Warrants will not be separately transferable until the Separation Date, except as set forth in Section 3.5(g)(iii). Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised during the period commencing at the opening of business on November 1, 2001 the Separation Date and until 5:00 p.m., New York City time on May 1April 15, 2009 2014 (the "EXERCISE PERIOD"“Exercise Period”), to receive from the Company the number of fully paid and nonassessable non-assessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price specified in the form of warrant certificate attached as Exhibit A (the "EXERCISE PRICE"“Exercise Price”) (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of exercise or (ii) in cash, by wire transfer or by certified or official bank check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant SharesShares or (ii) through cashless exercise without a cash payment being required, for such number of Warrant Shares equal to the product of (A) the number of Warrant Shares for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash) and (B) a fraction, the numerator of which is (x) the Fair Value per share of common stock on the date of exercise minus (y) the Exercise Price per share as of the date of exercise and the denominator of which is the Fair Value per share on the date of exercise; PROVIDED provided that (I) holders shall be able to exercise their Warrants only if a registration statement relating to the exercise of such Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants residereside and (II) holders of Regulation S Warrants shall be able to exercise their Warrants only after providing the required certification referred to in the Regulation S Legend. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May 1April 15, 2009 2014 (the "EXPIRATION DATE"“Expiration Date”) shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants.

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes and Warrants will not be transferable separately transferable until from the Notes immediately at the option of the Holder, upon notice to the Warrant Agent. On the Mandatory Separation Date, the Company shall notify the Warrant Agent of the mandatory separation of all Units. Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised during the period commencing at the opening of business on November 1, 2001 the Exercise Date and until 5:00 p.m., New York City time time, on May 1, 2009 the Expiration Date (as defined below) (the "EXERCISE PERIOD"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICE") Exercise Price (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of through a "cashless" exercise or in accordance with Section 4(g) hereof; (ii) in cash, by wire transfer or by certified or official bank check payable to the order of the Company; (iii) by surrendering Notes (in multiples of $1,000 only) which shall be valued at their aggregate principal amount, plus accrued and unpaid interest and liquidated damages, if any, or (iv) by a combination thereof, in each case, equal to the Exercise Price then in effect for such Warrant Shares; PROVIDED provided that holders Holders shall be able to exercise their Warrants only if a registration statement Registration Statement relating to the Warrant Shares is then in effect, or the issuance of the Warrant Shares upon exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders Holders of the Warrants or other persons Persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May 1August 15, 2009 2006 (the "EXPIRATION DATE") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants.

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes and Warrants will not be separately transferable until the Separation Date. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised during the period commencing at the opening of business on November 1, 2001 1,2001 and until 5:00 p.m., New York City time on May 1, 2009 1,2009 (the "EXERCISE PERIODExercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the exercise price (the "EXERCISE PRICEExercise Price") (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of exercise or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant Shares; PROVIDED provided that holders shall be able to exercise their Warrants only if a registration statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May 1, 2009 (the "EXPIRATION DATEExpiration Date") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants.

SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS. (a) The Notes and Warrants (other than the Initial Purchaser Warrants) will not be separately transferable until the Separation Date. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised during the period commencing (i) at the Closing Date, in the case of the Initial Purchaser Warrants or (ii) at the opening of business on November 1the Separation Date, 2001 and in the case of all other Warrants and, in each such case, until 5:00 p.m., New York City time on May April 1, 2009 2007 (the "EXERCISE PERIOD"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of U.S. $.01 per share of Series N Capital Stock with limited voting rights, or if the exercise price Restructuring has occurred U.S. $.02 per CPO (the "EXERCISE PRICE") (i) by tendering Notes having an aggregate principal amount at maturity, plus accrued and unpaid interest, if any thereon to the date of exercise or (ii) in cash, by wire transfer or by certified or official check payable to the order of the Company, (ii) by delivering to the Company a written notice accompanying the surrender of a Warrant to, at the time of exercise, apply to the payment of the Exercise Price such number of Warrant Shares as shall be specified in each casesuch notice, in which case an amount equal to the excess of the Current Market Value of such Warrant Shares on the date of exercise over the Exercise Price then in effect required for such exercise shall be deemed to have been paid to the Company and the number of Warrant SharesShares issuable upon such exercise shall be reduced by such specified number (a "Cashless Exercise") or (iii) any combination of (i) and (ii) above; PROVIDED provided that holders shall be able to exercise their Warrants only if a registration statement relating to the Warrant Shares is then in effect, or the exercise of such Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on May April 1, 2009 2007 (the "EXPIRATION DATEExpiration Date") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants.