Common use of Terms of Warrants; Exercise of Warrants Clause in Contracts

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time and from time to time, in whole or in part, commencing on the date hereof and ending at 4:00 p.m., Dallas, Texas, time, on the Expiration 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 then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this SECTION 6, each Warrant not exercised prior to 4:00 p.m., Dallas, Texas, time, on 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. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 p.m., Dallas, Texas, time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender to the Company of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof properly completed and signed, and upon payment to the Company of the Exercise Price as adjusted as herein provided, for each of the 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, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) 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 current market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be as determined in accordance with Section 11(f) hereof. The Company shall notify the Holder in writing of any such determination of current market value. Subject to the provisions of SECTION 7 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Company shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13. Any such certificate or certificates representing the Warrant Shares 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 later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Date, 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 delivered pursuant to the provisions of this SECTION and of SECTION 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. Such canceled Warrant Certificates shall then be disposed of in accordance with customary procedures.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time and from time to time, in whole or in part, commencing on the date hereof and ending at 4:00 p.m., Dallas, Texas, timeCentral Standard Time, on the Expiration 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 then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this SECTION Section 6, each Warrant not exercised prior to 4:00 p.m., Dallas, Texas, timeCentral Standard Time, on 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. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 p.m., Dallas, Texas, timeCentral Standard Time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender to the Company of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof properly completed and signed, and upon payment to the Company of the Exercise Price as adjusted as herein provided, for each of the 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, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) 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 determined from the application of the following formula: exercise price divided by current market value equal to the aggregate Exercise Price that would otherwise have been paid price multiplied by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date total number of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii)warrant shares available. For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be as determined in accordance with Section 11(f11(c) hereof. The Company shall notify the Holder in writing of any such determination of current market value. Subject to the provisions of SECTION Section 7 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Company shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION Section 13. Any such certificate or certificates representing the Warrant Shares 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 later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Date, 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 delivered pursuant to the provisions of this SECTION Section and of SECTION Section 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. Such canceled Warrant Certificates shall then be disposed of in accordance with customary procedures.

Terms of Warrants; Exercise of Warrants. The Warrants may --------------------------------------- be exercised as follows: (A) in the case of the Initial Warrants, on or after the earliest to occur of (i) one year from the date of issuance of thereof, (ii) in the event of a Change in Control (as defined in the Indenture), the date the Company mails notice thereof, and (iii) 180 days after the consummation of an Initial Public Offering (as defined in the Indenture) of the Company's Common Stock and (B) in the case of the Contingent Warrants, at any time after the issuance thereof (such date, the "Exercise Commencement Date"). Unless exercised, all Warrants shall automatically expire at 5:00 p.m., New York, New York time on January 1, 2005 (such date, the "Expiration Date" and, the period commencing on the Exercise Commencement Date and ending on the Expiration Date, the "Exercise Period"). The Company shall notify the holders of the Warrants (the "Expiration Date Notice") of the Expiration Date not less than 90 days nor more than 120 days prior thereto. If the Company fails to give the Expiration Date Notice within the time period prescribed in the preceding sentence, the Expiration Date shall be extended until the date that is 90 days after the date such Expiration Date Notice is actually given. Subject to the terms of this Agreement, each Holder Warrant holder shall have the right, which may be exercised at any time and from time to time, in whole or in part, commencing on during the date hereof and ending at 4:00 p.m., Dallas, Texas, time, on the Expiration DateExercise Period, to exercise each Warrant and 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 upon exercise of such Warrants and payment of the Exercise Price (as defined in the Definitive Warrants) then in effect for such Warrant Shares; provided, however, provided that no Holder Warrant holder shall be entitled to exercise such Holderholder's Warrants at any time, time unless, at the time of exercise, (i) a registration statement under the Securities Act Act, relating to the Warrant Shares has been filed with, and declared effective by, the CommissionSecurities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of such registration statement has been issued by the Commission SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to Act and, in the provisions case of clauses (i) and (ii) above, such securities are qualified for sale or exempt from qualification under the applicable securities laws of the following paragraph states in which the various holders of this SECTION 6the Warrants or other persons to whom it is proposed that the Warrant Shares be issued upon exercise of the Warrants reside. Each Warrant, each when exercised shall entitle the holder thereof to purchase 64 fully paid and nonassessable shares of Common Stock at the Exercise Price. Each Warrant not exercised prior to 4:00 p.m., Dallas, Texas, time, on 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. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 p.m., Dallas, Texas, time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender by surrendering to the Company at the principal office of the certificate or certificates Warrant Agent the Warrant Certificates evidencing the Warrant Warrants to be exercised with the accompanying form of election to purchase on the reverse thereof properly completed and signed, which signature shall be medallion guaranteed by an institution which is a member of a Securities Transfer Association recognized signature guarantee program, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price Price, as adjusted as herein provided, for each the number of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall may be made (i) in the form of cash or by certified or official bank check, check payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) 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 current market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness Notes having an aggregate principal amountamount at the time of tender, plus accrued but and unpaid interest, if any, thereon, to the date of exercise (or if such exercise occurs prior to the Full Accretion Date (as defined in the Indenture), an Accreted Value (as defined in the Indenture) on the date of exercise) equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issuedPrice, or (iii) by tendering Warrants having a fair market value equal to the Exercise Price or (iv) by tendering a combination of the procedures in clauses (i) cash, Notes and (ii)Warrants. For purposes of clause (iii) above, the foregoing sentence, "current fair market value" value of the Warrant Shares Warrants shall be determined as follows: (A) to the extent the Common Stock is publicly traded and listed on the Nasdaq National Market or a national securities exchange, the fair market value shall be equal to the greater of (1) the difference between (a) the average closing price as quoted on the Nasdaq National Market of the Common Stock for each of the 10 trading days immediately prior to the exercise date (or, if the Common Stock is listed on a national securities exchange, the average closing price as reported on such national securities exchange during such 10-trading-day period) and (b) the Exercise Price, and (2) zero; or (B) to the extent the Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value shall be equal to the value per share as determined in accordance with Section 11(f) hereofgood faith by the Board of Directors of the Company. The If Notes are surrendered in payment of the Exercise Price, the Warrant Agent shall deliver such Notes to the Company and the Company shall deliver such Notes to the Trustee for cancellation and, upon written notification from the Trustee to the Company that such Notes were in good form, the Company shall notify the Holder Warrant Agent in writing that the Company has received full and proper payment of the Exercise Price. Upon surrender of any Notes in payment of the Exercise Price and cancellation of such determination Notes, the Trustee or the Depositary (as defined in the Indenture) at the direction of current market valuethe Trustee, as applicable, shall issue a new Note with a principal amount at maturity adjusted to reflect the reduction for payment of the Exercise Price, in accordance with Article 2 of the Indenture. Subject to the provisions of SECTION 7 Section 9 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall deliver and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder and in such name or names as such Warrant holder may designate, a certificate or certificates representing the number of whole Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 15 hereof; provided that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 13 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company is made, upon such surrender of Warrants and payment of the Exercise Price as provided aboveaforesaid, the Company shall promptly transfer shall, as soon as possible, but in any event not later than two business days thereafter, deliver or cause to be delivered the Holder of such Warrant a certificate or certificates for the appropriate whole number of Warrant Shares or other securities or property (including any money) to which issuable upon the Holder is entitled, registered or otherwise placed in, or payable to exercise of such Warrants in the order of, such name or names manner described in this sentence together with cash as may be directed provided in writing by the Holder, and shall deliver such Section 15 hereof. Such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise PricePrice therefor. The Warrants shall be exercisable commencing on the Issue Dateexercisable, at the election of the Holders holders thereof, either in full or from time to time in part (in whole shares) and, in the event that a certificate evidencing Warrants Warrant Certificate 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 shall be issued issued, and delivered 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 Section 8 and of SECTION 3 Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall 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 canceledcancelled by the Warrant Agent. Such canceled cancelled Warrant Certificates shall then be disposed of by the Company in accordance with customary proceduresapplicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently surrender to the Company all Notes and Warrants 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.

Terms of Warrants; Exercise of Warrants. Subject to the --------------------------------------- terms of this Agreement, each Warrant Holder shall have the right, which may be exercised at any time and from time to time, in whole or in part, commencing at 9:00 a.m., New York City time, commencing on the date hereof 30th day after the Closing Date and ending at 4:00 5:00 p.m., Dallas, Texas, New York City time, on the Expiration Date, to receive from the Company Warrant Issuers 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 then in effect for such Warrant Shares; provided, however, that no Warrant Holder shall be entitled to exercise -------- ------- such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this SECTION 6Xxxxxxx 0, each Warrant xxxx Xxxxxxx not exercised prior to 4:00 5:00 p.m., Dallas, Texas, New York City time, on 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. The Company Warrant Issuers shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 5:00 p.m., Dallas, Texas, New York City time, on the Expiration Date. Notwithstanding If the Company's failure Warrant Issuers fail to give such notice, the Expiration Date shall Warrants will not be extended andexpire until 90 days after the Warrant Issuers give such notice, provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's Warrant Issuers' failure to give such noticenotice other than any such extension. A Warrant may be exercised upon surrender to the Company Warrant Issuers of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof properly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Company Warrant Issuers of the Exercise Price as adjusted as herein provided, for each of the 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, payable to the order of the CompanyWarrant Issuers. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) 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 current fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness Loans or converted Notes having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current fair market value" of the Warrant Shares shall be as determined by the Boards of Directors of the Warrant Issuers in accordance with Section 11(f) hereofgood faith and evidenced by a resolution thereof. The Company Warrant Issuers shall notify the Holder Holders in writing of any such determination of current fair market value. Subject to the provisions of SECTION 7 Section 8 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Company Warrant Issuers shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person Person or persons Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13Section 14. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person Person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Date, 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 delivered pursuant to the provisions of this SECTION Section and of SECTION 3 Section 4 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceledcancelled. Such canceled cancelled Warrant Certificates shall then be disposed of in accordance with customary procedures.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised at any time and from time to time, in whole or in part, commencing on the date hereof and ending at 4:00 p.m., Dallas, Texas, time, on the Expiration 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 then in effect for such Warrant Shares; provided, however, that no Warrant Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this SECTION 6, each Warrant not exercised prior to 4:00 p.m., Dallas, Texas, time, on 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. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 p.m., Dallas, Texas, time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender to the Company of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof properly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Company of the Exercise Price as adjusted as herein provided, for each of the 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, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) 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 current fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current fair market value" of the Warrant Shares shall be as determined by the Board of Directors of the Company in accordance with Section 11(f) hereofgood faith and evidenced by a resolution thereof. The Company shall notify the Holder Holders in writing of any such determination of current fair market value. Subject to the provisions of SECTION 7 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Company shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person Person or persons Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person Person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Date, 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 delivered pursuant to the provisions of this SECTION and of SECTION 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. Such canceled Warrant Certificates shall then be disposed of in accordance with customary procedures.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised commencing at any time and from time to 9:00 a.m., New York City time, in whole or in part, commencing on the earliest to occur of (i) the Separation Date, (ii) the Exercise Event, (iii) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (iv) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act (the first such date hereof to occur, the "Exercise Date") and ending at 4:00 5:00 p.m., Dallas, Texas, New York City time, on the Expiration 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 then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this SECTION 6Section 8, each Warrant not exercised prior to 4:00 5:00 p.m., Dallas, Texas, New York City time, on 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 WarrantsWarrants except to the extent set forth in Section 13(d). The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 5:00 p.m., Dallas, Texas, New York City time, on the Expiration Date. Notwithstanding If the Company's failure Company fails to give such notice, the Expiration Date shall Warrants will not be extended andexpire until 90 days after the date 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 noticenotice other than any such extension. A Warrant may be exercised upon surrender to the Company at the Principal Office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof properly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are Warrant is then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the CompanyCompany if a registration statement relating to the issuance of Warrant Shares upon exercise of the Warrant is then in effect. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) 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 (and to which such exercise relates) less that number of Warrant Shares having a current fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness Notes having an aggregate principal amountaccredited value, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current fair market value" of the Warrant Shares shall be as determined by the Board of Directors of the Company in accordance with Section 11(f) hereofgood faith. The Company shall notify the Holder Warrant Agent in writing of any such determination of current fair market value. The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Agreement and the procedures of the Depositary therefor. Subject to the provisions of SECTION 7 Section 9 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13Section 15. Any such certificate or certificates representing the Warrant Shares 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 later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Exercise Date, 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 issued, and delivered 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 Section and of SECTION 3 Section 4 hereof, and the Company, whenever required by the Warrant Agent, will 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 canceledcancelled by the Warrant Agent. Such canceled cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in accordance a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with customary proceduresrespect 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 by or from the Company available for inspection by the Holders, upon reasonable written notice, during normal business hours at its Principal 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.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised at any time and from time to time, in whole or in part, commencing at 9:00 a.m., New York City time, on the date hereof Separation Date and ending at 4:00 5:00 p.m., Dallas, Texas, New York City time, on the Expiration 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 then in effect for such Warrant Shares; provided, however, that no Warrant Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this SECTION 6Section 8, each Warrant not exercised prior to 4:00 5:00 p.m., Dallas, Texas, New York City time, on 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. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 5:00 p.m., Dallas, Texas, New York City time, on the Expiration Date. Notwithstanding If the Company's failure Company fails to give such notice, the Expiration Date shall Warrants will not be extended andexpire 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 noticenotice other than any such extension. A Warrant may be exercised upon surrender to the Company at the Principal Office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof properly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are Warrant is then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) 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 current fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness Notes having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current fair market value" of the Warrant Shares shall be as determined by the Board of Directors of the Company in accordance with Section 11(f) hereofgood faith and evidenced by a resolution thereof. The Company shall notify the Holder Warrant Agent in writing of any such determination of current fair market value. The exercise of Warrants by Holders of beneficial interests in Global Warrants shall be effected in accordance with this Agreement and the procedures of the Depositary therefor. Subject to the provisions of SECTION 7 Section 9 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person Person or persons Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13Section 15. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person Person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Separation Date, 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 issued, and delivered 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 Section and of SECTION 3 Section 4 hereof, and the Company, whenever required by the Warrant Agent, will 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 canceledcancelled by the Warrant Agent. Such canceled cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in accordance with its customary procedures. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and promptly 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 by or from the Company available for inspection by the Holders during normal business hours at its Principal 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.