Common use of Warrants; Exercise of Warrants Clause in Contracts

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during the applicable Exercise Period (as defined below) to receive from the Company, that number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the exercise of such Warrants, less that number of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of Warrants. Each Warrant not exercised during the Exercise Period 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, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”).

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during until 5:00 p.m., New York time, on January 29, 2009 (the applicable Exercise Period (as defined below"Expiration Date") to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during prior to 5:00 p.m., New York time, on the Exercise Period Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time; provided that the occurrence of the Expiration Date shall not relieve the Company of any obligation to any Holder which arose pursuant to the terms of this Agreement prior to such date. No adjustments The price at which each Warrant shall be exercisable (as such price may be adjusted from time to dividends will time, in accordance with the terms hereof, the "Exercise Price") shall initially be made $.001 per share. The Common Stock shall have a par value of no greater than the then effective Exercise Price. A Warrant may be exercised upon surrender to the Company at its address set forth on the signature pages hereto of the Warrant Certificate or Warrant Certificates to be exercised with the form of election to purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price may be made, at the option of the applicable Holder, (i) by cash, certified or bank cashier's check or wire transfer, (ii) by surrendering to the Company the number of Warrants which, when exercised, would entitle the Holder thereof to that number of Warrant Shares which is equal to (A) such aggregate Exercise Price divided by (B) the excess of (x) the product of the number of Warrant Shares which may be purchased with one Warrant, multiplied by the Market Price per share of Common Stock minus (y) the Exercise Price, (iii) by surrendering to the Company the number of shares of Common Stock which is equal to (A) such aggregate Exercise Price divided by (B) the Market Price per share of Common Stock or (iv) any combination of the foregoing. Subject to the provisions of Sections 6 and 8, 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 such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants (and such other consideration as may be deliverable upon exercise of such Warrants) together with, at the sole option of the Company, cash for fractional Warrant Shares as provided in Section 7. Such certificate or certificates shall be deemed to have been issued and the Person so 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, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a 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, except as otherwise expressly provided hereina new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section 5 and of Section 2. The Series A All Warrant Certificates surrendered upon exercise of Warrants shall be exercisable for a period (canceled and disposed of by the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008Company. The Series B Warrants Company shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date keep copies of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with and any notices given or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise received hereunder available for inspection by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during until 5:00 p.m., New York time, on December 28, 2009 (the applicable Exercise Period (as defined below"Expiration Date") to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during prior to 5:00 p.m., New York time, on the Exercise Period Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time; PROVIDED that the occurrence of the Expiration Date shall not relieve the Company of any obligation to any Holder which arose pursuant to the terms of this Agreement prior to such date. No adjustments The price at which each Warrant shall be exercisable (as such price may be adjusted from time to dividends will time, in accordance with the terms hereof, the "Exercise Price") shall initially be made $.01 per share. The Common Stock shall have a par value of no greater than $.001 per share. A Warrant may be exercised upon surrender to the Company at its address set forth on the signature pages hereto of the Warrant Certificate or Warrant Certificates to be exercised with the form of election to purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price may be made, at the option of the applicable Holder, (i) by cash, certified or bank cashier's check or wire transfer, (ii) by surrendering to the Company the number of Warrants which, when exercised, would entitle the Holder thereof to that number of Warrant Shares which is equal to (A) such aggregate Exercise Price divided by (B) the Market Price, (iii) by surrendering to the Company the number of shares of Common Stock which is equal to (A) such aggregate Exercise Price divided by (B) the Market Price or (iv) any combination of the foregoing. Subject to the provisions of Section 6, 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 such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants (and such other consideration as may be deliverable upon exercise of such Warrants) together with, at the sole option of the Company, cash for fractional Warrant Shares as provided in Section 7. Such certificate or certificates shall be deemed to have been issued and the Person so 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, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a 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, except as otherwise expressly provided hereina new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section 5 and of Section 2. The Series A All Warrant Certificates surrendered upon exercise of Warrants shall be exercisable for a period (canceled and disposed of by the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008Company. The Series B Warrants Company shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date keep copies of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with and any notices given or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise received hereunder available for inspection by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each Holder the Warrant Holders shall have the right, which may be exercised at any time or from time to time during the applicable period commencing on the Effective Date until 5:00 p.m., Washington, D.C. time, on the fifth anniversary of the Effective Date (the "Exercise Period (as defined below) Period"), to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable non-assessable Warrant Shares (and such other consideration) which that the Warrant Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that the number of Warrants that the Warrant Shares equal Holder elects to the quotient exercise and payment of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrant Shares. In the alternative, the Warrant Holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without payment of any funds kind, the Warrant Holder receives that number of Warrant Shares equal to the number of Warrants and being exercised times the quotient of (bi) the Market Price "fair market value" of a Warrant Share (as defined below) minus the Exercise Price, divided by (ii) the fair market value of a Warrant Share. For purposes of the foregoing sentence, "fair market value" of a Warrant Share shall mean the average of the closing prices of the Common Stock's sales on all domestic securities exchanges on which such Common Stock may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such Common Stock is not so listed, the average of the representative bid and asked prices quoted on Nasdaq as of 4:00 P.M., New York time, on such day, or, if on any day such Common Stock is not quoted on Nasdaq, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of twenty-one (21) business days consisting of the day as of which the "fair market value" of the Warrant Shares is being determined and the twenty (20) consecutive business days prior to such day; provided that if such Common Stock is listed on any domestic securities exchange the term "business days" as used in this sentence means business days on which such exchange is open for trading. If at any time such Common Stock is not listed on any domestic securities exchange or quoted on Nasdaq or the domestic over-the-counter market, the "fair market value" of the Warrant Shares shall be the fair value thereof determined by the Company and approved by the Warrant Holder; provided that if such parties are unable to reach agreement within a reasonable period of time, such fair market value shall be determined by an appraiser reasonably selected by the Company and reasonably approved by the Warrant Holder. The determination of such appraiser shall be final and binding on the business day immediately preceding Company and the date Warrant Holder, and the Warrants are presented for exercise. The exercise price for each Series A fees and expenses of such appraiser shall be paid by the Company, unless the fair market value determined by such appraiser is less than five percent (5%) above the value proposed in writing by the Company and rejected by the Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant Holder prior to the terms hereof. The exercise price for each Series B Warrant (selection of such appraiser, in which event the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each fees and expenses of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor such appraiser shall be required, or permitted, to pay any cash in connection with for the exercise of WarrantsWarrant Holder's account. Each Warrant not exercised during prior to 5:00 p.m., Washington, D.C. time, on the Exercise Period fifth anniversary of the Effective 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, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”).

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which A Warrant may be exercised upon surrender to the Company at any time or from time to time during the applicable Exercise Period (as defined below) to receive from the Company, that number its office designated for such purpose (the “Gross Number”address of which is set forth in Section 13 hereof) of fully paid the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase duly filled in and nonassessable Warrant Shares 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 (and such other considerationthe "Exercise Price") which the Holder may at the time will be entitled to receive upon the exercise set forth in Warrant Certificate, a form of such Warrants, less that number of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (which is attached hereto as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per shareExhibit A, subject to adjustment pursuant to Section 10, for the terms hereofnumber of Warrant Shares in respect of which such Warrants then exercised. The exercise price for each Series B Warrant (Payment of the “Series B aggregate Exercise Price”) Price shall initially be $32.40 per share, subject to adjustment pursuant made in cash or by certified or official bank check payable to the terms hereof. Each order of the Series A Company. 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 Series B 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 full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 11; provided, however, that if any reclassification, consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (l) of Section 10 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 may as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be referred to herein generically as an “Exercise Price.” For delivered the avoidance full number of doubt, Warrant Shares issuable upon the exercise of such Warrants may be exercised solely on a net basis in the manner set forth described in this sentence together with cash as provided in Section 11. 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 immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of Warrants. Each Warrant not event that a certificate evidencing Warrants is exercised during the Exercise Period shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of fewer than all of the Warrant Shares issuable on such time. No adjustments as exercise at any time prior to dividends will be made upon exercise the date of expiration of the Warrants, except as otherwise expressly provided hereina new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. The Series A All Warrant Certificates surrendered upon exercise of Warrants shall be exercisable for a period (cancelled and disposed of by the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008Company. The Series B Warrants Company shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date keep copies of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with and any notices given or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise received hereunder available for inspection by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”)holders during normal business hours at its office.

Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each the Warrant Holder shall have the right, which may be exercised at any time or from time to time during the applicable period commencing on the Effective Date until 5:00 p.m., Washington, D.C. time, on the fifth anniversary of the Effective Date (the "Exercise Period (as defined below) Period"), to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable non-assessable Warrant Shares (and such other consideration) which that the Warrant Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that the number of Warrants that the Warrant Shares equal Holder elects to the quotient exercise and payment of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrant Shares. In the alternative, the Warrant Holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without payment of any funds kind, the Warrant Holder receives that number of Warrant Shares equal to the number of Warrants and being exercised times the quotient of (bi) the Market Price "fair market value" of a Warrant Share (as defined below) minus the Exercise Price, divided by (ii) the fair market value of a Warrant Share. For purposes of the foregoing sentence, "fair market value" of a Warrant Share shall mean the average of the closing prices of the Common Stock's sales on all domestic securities exchanges on which such Common Stock may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such Common Stock is not so listed, the average of the representative bid and asked prices quoted on Nasdaq as of 4:00 P.M., New York time, on such day, or, if on any day such Common Stock is not quoted on Nasdaq, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of twenty-one (21) business days consisting of the day as of which the "fair market value" of the Warrant Shares is being determined and the twenty (20) consecutive business days prior to such day; provided that if such Common Stock is listed on any domestic securities exchange the term "business days" as used in this sentence means business days on which such exchange is open for trading. If at any time such Common Stock is not listed on any domestic securities exchange or quoted on Nasdaq or the domestic over-the-counter market, the "fair market value" of the Warrant Shares shall be the fair value thereof determined by the Company and approved by the Warrant Holder; provided that if such parties are unable to reach agreement within a reasonable period of time, such fair market value shall be determined by an appraiser reasonably selected by the Company and reasonably approved by the Warrant Holder. The determination of such appraiser shall be final and binding on the business day immediately preceding Company and the date Warrant Holder, and the Warrants are presented for exercise. The exercise price for each Series A fees and expenses of such appraiser shall be paid by the Company, unless the fair market value determined by such appraiser is less than five percent (5%) above the value proposed in writing by the Company and rejected by the Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant Holder prior to the terms hereof. The exercise price for each Series B Warrant (selection of such appraiser, in which event the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each fees and expenses of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor such appraiser shall be required, or permitted, to pay any cash in connection with for the exercise of WarrantsWarrant Holder's account. Each Warrant not exercised during prior to 5:00 p.m., Washington, D.C. time, on the Exercise Period fifth anniversary of the Effective 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, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”).

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 or the opening of business on September __, 1998 (the "Initial Exercise Date") and shall only be exercisable from time to time during the applicable Initial Exercise Period Date through 5:00 p.m., New York City time, on September __, 2008 (as defined belowthe "Exercise Period") to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other considerationas defined below) which the Warrant Holder may at the time be entitled to receive upon the on exercise of such WarrantsWarrants then actually held and upon payment of the Exercise Price then in effect for such Warrant Shares. 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 number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price having an aggregate fair market value (as defined below) then in effect for such Warrants and (b) at the Market 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 on will be determined in good faith by the business day immediately preceding Board of Directors of the Company as of the date the Warrants are presented for of any such exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of Warrants. Each Warrant not exercised during the Exercise Period Period, 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, except as otherwise expressly provided herein. The Series A Warrants shall Warrant may be exercisable exercised upon surrender to the Company at its office designated for a period such purpose (the “Series A Exercise Period”) commencing on their date address of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else which is set forth in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%Section 14 hereof) 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, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Series B Exercise Price shall be made (i) by wire transfer or by certified or official bank check to the order of the Company, or (ii) in the manner provided in the first paragraph of this Section 5. Subject to the provisions of Section 6 hereof, upon such surrender of Warrants issued and payment of the Exercise Price the Company shall issue and cause to Investors having been exercised during be delivered with all reasonable dispatch to or upon the written order of the holder and in such twelve (12) month periodname or names as the Warrant Holder may designate, unless a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Series B Warrants; provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company, 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 two business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence. 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 (i) exercised in connection with 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 following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this ------------------------------ Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during the applicable Exercise Period period commencing on the date hereof and ending at 5:00 p.m., New York City time, on the date that is three years from the date hereof (as defined below) the "Expiration Date"), to receive from the Company, that Company the number (the “Gross Number”) of fully paid and --------------- nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during prior to 5:00 p.m., New York City time, on the Exercise Period 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, except as otherwise expressly provided herein. The Series A Warrant may be exercised upon surrender to the Company at its office designated for such purpose of the Warrant Certificate or Certificates to be exercised with the form of election to purchase attached thereto duly filled in and signed, and upon payment to the Company of the applicable Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be exercisable made, at the election of the Holder, (i) in cash, by certified or official bank check payable to the order of the Company, (ii) by delivering for a period (surrender and cancellation to the “Series A Exercise Period”) commencing on their Company Warrants with an aggregate Surrender Value, as of the date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises equal to the Exercise Price for the Warrants being exercised, or (iii) any combination thereof. For the purposes of Series B Warrants during this paragraph, the twelve "Surrender Value" of any Warrant is equal to the fair market value (12) months immediately preceding such exercise, would result as --------------- determined in more than fifty-percent (50%) good faith by the board of directors of the aggregate Series B Warrants issued to Investors having been exercised during Company), as of the date of such twelve (12) month periodsurrender, unless of the Warrant Shares issuable upon the exercise of such Series B Warrant, minus the Exercise Price of such Warrant. Subject to the provisions of this Section 5, upon such surrender of Warrant is Certificates and payment of the Exercise Price, the Company shall issue and cause to be delivered, as promptly as practicable, to the Holder, or, upon the written order of the Holder, to such other person or persons as such Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants (i) in connection with or following a Change and such other consideration as may be deliverable upon exercise of Control Event (as defined below) or (ii) such Warrants pursuant to the terms of this Agreement) together with cash for fractional Warrant Shares as provided in Section 10. The certificate or certificates for such Warrant Shares shall be deemed to have been issued and the person so 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, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a 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 be issued and delivered pursuant to the provisions hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during the applicable Exercise Period period commencing on the date hereof and ending at 5:00 p.m., New York time, on ____________, 2012 (as defined below) the "EXPIRATION DATE"), to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number the Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during prior to 5:00 p.m., New York time, on the Exercise Period Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time; PROVIDED that the occurrence of the Expiration Date shall not relieve the Company of any obligation to any Holder which arose pursuant to the terms of this Agreement prior to such date. No adjustments The price at which each Warrant shall be exercisable (the "EXERCISE PRICE") shall be an amount per Warrant Share equal to the par value per Class B Share. A Warrant may be exercised upon surrender to the Company, at its address set forth on the signature pages hereto, of the Warrant Certificate or Warrant Certificates to be exercised with the form of election to purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price may be made, at the option of the applicable Holder, (i) by cash, certified or bank cashier's check or wire transfer, (ii) by surrendering to the Company the number of Warrants which, when exercised, would entitle the Holder thereof to that number of Warrant Shares which is equal to (A) such aggregate Exercise Price divided by (B) the Market Price, (iii) by surrendering to the Company the number of shares of Common Stock which is equal to (A) such aggregate Exercise Price divided by (B) the Market Price or (iv) any combination of the foregoing. Subject to the provisions of Sections 6 and 8, 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 to dividends will such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants (and such other consideration as may be made deliverable upon exercise of such Warrants) together with, at the sole option of the Holder, cash for fractional Warrant Shares as provided in Section 7. Such certificate or certificates shall be deemed to have been issued and the Person so 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 the purchase form attached thereto and payment of the Exercise Price, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Upon receipt by the Company of such Warrant and such purchase form attached thereto, together with the Exercise Price, at the office of the Company, in proper form for exercise, the Holder thereof shall be deemed to be the holder of record of the shares of Common Stock specified in such purchase form, notwithstanding that the transfer books of the Company shall then be closed or that certificates (if any) representing the Warrant Shares shall not then be actually delivered to the Holder. Each Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a 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, except as otherwise expressly provided hereina new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section 5 and of Section 2. The Series A All Warrant Certificates surrendered upon exercise of Warrants shall be exercisable for a period (canceled and disposed of by the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008Company. The Series B Warrants Company shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date keep copies of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with and any notices given or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise received hereunder available for inspection by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder Warrant holder shall have the right, which may be exercised commencing at any the opening of business on [Ÿ], 2007 and until 5:00 p.m., New York City time or from time to time during on [Ÿ], 2017 (the applicable “Exercise Period (as defined belowPeriod”) to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrant Shares. 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 number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants and less that number of Warrant Shares having an aggregate fair market value (bas defined below) at the Market 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 on will be determined in good faith by the business day immediately preceding Board of Directors of the Company as of the date the Warrants are presented for of any such exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of Warrants. Each Warrant not exercised during the Exercise Period prior to 5:00 p.m., New York City time, on [Ÿ], 2017 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. A Warrant may be exercised upon surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 13 hereof) 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, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period and upon payment to the Company of the exercise price of US$0.01 per Warrant Share (the “Series Exercise Price”), which is set forth in the form of Warrant Certificate attached hereto as Exhibit A Exercise Period”) commencing on their date as adjusted as herein provided, for the number of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008Warrant Shares in respect of which such Warrants are then exercised. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) Payment of the aggregate Series B Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company, (ii) through the surrender of debt or preferred equity securities of the Company having a principal amount or liquidation preference, as the Table of Contents case may be, equal to the aggregate Exercise Price to be paid (the Company will pay the accrued interest or dividends on such surrendered debt or preferred equity securities in cash at the time of surrender notwithstanding the stated terms thereof), or (iii) in the manner provided in the first paragraph of this Section 5. Subject to the provisions of Section 6 hereof, upon such surrender of Warrants issued and payment of the Exercise Price the Company shall issue and cause to Investors having been exercised during be delivered with all reasonable dispatch to or upon the written order of the holder and in such twelve (12) month periodname or names as the Warrant holder may designate, unless a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Series B Warrants together with cash as provided in Section 11; 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 10 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 two business days thereafter, issue and cause to be delivered the full 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 11. 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 (i) exercised in connection with 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 following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised commencing at any the opening of business on the Issue Date and until 5:00 p.m., New York City time or from time to time during the applicable Exercise Period (as defined below) on November 12, 2004, to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during the Exercise Period prior to 5:00 p.m., New York City time, November 12, 2004 shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments A Warrant may be exercised upon surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 14 hereof) of the Warrant Certificate 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 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., together with (if such exercise involves a transfer pursuant to clause (1)(w) or (1)(y) of the second paragraph of Section 4) the opinion of counsel specified therein, and upon payment to the Company of the exercise price (the "Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as to dividends will Exhibit A, as adjusted as provided in this Agreement, 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 lieu of exercising a Warrant by paying in full the Exercise Price plus transfer taxes (if applicable pursuant to Section 6), if any, the Holder may, from time to time, convert such Warrant(s), in whole or in part, into a number of shares of Common Stock determined by dividing (a) the aggregate current market price of the number of shares of Common Stock represented by the Warrants converted, minus the aggregate Exercise Price for such shares of Common Stock, minus transfer taxes, if any, by (b) the current market price of one share of Common Stock. The current market price shall be determined pursuant to Section 10(f). Subject to the provisions of Section 6 hereof, upon such surrender of Warrant Certificates and payment of the Exercise Price the Company shall issue and cause to be delivered with all reasonable dispatch (and in any event within 10 Business Days after such receipt) to or upon the written order of the Holder and, subject to Section 4, in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 11; 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 (1) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrant Certificates and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than five business days thereafter, issue and cause to be delivered the full 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 11. 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 Warrant Certificates and payment of the Exercise Price. Prior to the exercise of the Warrants, except as otherwise expressly may be specifically provided for herein. The Series A Warrants , (i) no Holder, as such, shall be exercisable entitled to any of the rights of a holder of Common Stock of the Company, including, without limitation, the right to vote at or to receive any notice of any meetings of stockholders; (ii) the consent of any such Holder shall not be required with respect to any action or proceeding of the Company; (iii) except as provided in Section 10(i), no such Holder, by reason of the ownership or possession of a Warrant or the Warrant Certificate representing the same, shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the stockholders of the Company prior to, or for a period (which the “Series A Exercise Period”) commencing on their relevant record date preceded, the date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant; and (iv) no such Holder shall have any right not expressly conferred by the Warrant or Warrant Certificate held by such Holder. 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 Warrant Certificate is (i) exercised in connection with or following a Change respect of Control Event (as defined below) or (ii) pursuant fewer than all of the Warrant Shares issuable on such exercise at any time prior to the exercise by date of expiration of the HoldersWarrants, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (new Warrant Certificate evidencing the “100% Series B remaining Warrant Exercise”).or

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during the applicable Exercise Period period commencing on the date hereof and ending at 5:00 p.m., New York City time, on _________________ (as defined below) the "Expiration Date"), to receive from ---------- ------ the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during prior to 5:00 p.m., New York time, on the Exercise Period 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, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing on their date of issuance and expiring price at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B which each Warrant shall be exercisable (the "Exercise Price") --------------- shall be equal to $_______ per share of Class B Preferred Stock. A Warrant may be exercised upon surrender to the extent that Company at its office designated for such purpose of the Warrant Certificate or Certificates to be exercised with the form of election to purchase attached thereto duly filled in and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised Payment of the aggregate Exercise Price shall be made, at the election of the Holder, (i) in cash, by certified or official bank check payable to the order of the Company, (ii) by delivering for surrender and cancellation to the Company Warrants with an aggregate Surrender Value, as of the date of such exercise, when taken together with all other exercises equal to the Exercise Price for the Warrants being exercised, or (iii) any combination thereof. For the purposes of Series B Warrants during this paragraph, the twelve "Surrender Value" of any Warrant is equal to the Fair Market Value (12) months immediately preceding such exerciseas defined in the Stockholders' Agreement), would result in more than fifty-percent (50%) as of the aggregate Series B Warrants issued to Investors having been exercised during date of such twelve (12) month periodsurrender, unless of the Warrant Shares issuable upon the exercise of such Series B Warrant, minus the Exercise Price of such Warrant. Subject to the provisions of Section 5 hereof, upon such surrender of Warrant Certificates and payment of the Exercise Price, the Company shall issue and cause to be delivered, as promptly as practicable, to or upon the written order of the Holder and in such name or names as such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants (and such other consideration as may be deliverable upon exercise of such Warrants) together with cash for fractional Warrant Shares as provided in Section 10. The certificate or certificates for such Warrant Shares shall be deemed to have been issued and the person so 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, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a Warrant Certificate is (i) exercised in connection with 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 following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder holder of Series A Warrants shall have the right, which may be exercised at any commencing as of the date hereof until 5:00 p.m., Los Angeles time or from time to time during the applicable Exercise Period (as defined below) on May 25, 2010, to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number of Warrant Shares equal Warrants and payment to the quotient Company of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exerciseShares. The exercise price for each Each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of Warrants. Each Warrant not exercised during the Exercise Period prior to 5:00 p.m., Los Angeles time, on May 25, 2010 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 The Company shall notify each holder of the Warrants, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (in writing 90 days prior to the “expiration of all unexercised Series A Exercise Period”) commencing on their date Warrants, of issuance and expiring at 5:00 p.m.the upcoming expiration of all such unexercised Warrants. Subject to the terms of this Agreement, New York time, on June 9, 2008. The each holder of Series B Warrants shall have the right, which may be exercisable for a period (exercised commencing at the “Series B Exercise Period” andopening of business on May 25, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance 2001 and expiring at until 5:00 p.m., New York timeLos Angeles time on May 25, 2011, 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 June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement exercise of such Warrants and payment to the contrary, until June 9, 2014, no Company of the Exercise Price then in effect for such Warrant Shares. Each Series B Warrant not exercised prior to 5:00 p.m., Los Angeles time on May 25, 2011, shall be exercisable to the extent that become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such exercise, when taken together with all other exercises time. The Company shall notify each holder of Series B Warrants during in writing 90 days prior to the twelve expiration of all unexercised Series B Warrants, of the upcoming expiration of all such unexercised Warrants. Notwithstanding anything to the contrary in this Agreement, the Series B Warrants shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease if the unpaid loan balances on the notes issued pursuant to the Credit Facilities, in the aggregate, does not exceed $160,000,000. A Warrant may be exercised upon surrender to the Company at its office designated for such purpose (12) months immediately preceding such exercise, would result the address of which is set forth in more than fifty-percent (50%Section 14 hereof) of the aggregate Series B certificate or certificates evidencing the Warrants issued to Investors be exercised with the form of election to purchase duly filled in and signed, which signature shall be guaranteed by a bank or trust company having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”).an

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during until 5:00 p.m., New York time, on October __, 2007 (the applicable Exercise Period (as defined below"Expiration Date") to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during prior to 5:00 p.m., New York time, on the Exercise Period Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time; provided that the occurrence -------- of the Expiration Date shall not relieve the Company of any obligation to any Holder which arose pursuant to the terms of this Agreement prior to such date. No adjustments The price at which each Warrant shall be exercisable (as such price may be adjusted from time to dividends will time, in accordance with the terms hereof, the "Exercise Price") shall initially be made $.0025 per share. The Common Stock shall have a par value of no greater than $.0025 per share. In the event that the amount obtained by dividing the Exercise Price by the Warrant Number is less than the par value per share of Common Stock, the Company shall take all necessary actions to ensure that all Warrant Shares issued pursuant to this Agreement are fully paid. A Warrant may be exercised upon surrender to the Company at its address set forth on the signature pages hereto of the Warrant Certificate or Warrant Certificates to be exercised with the form of election to purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price may be made, at the option of the applicable Holder, (i) by cash, certified or bank cashier's check or wire transfer, (ii) by surrendering to the Company the number of Warrants which, when exercised, would entitle the Holder thereof to that number of Warrant Shares which is equal to (A) such aggregate Exercise Price divided by (B) the excess of (x) the product of the number of Warrant Shares which may be purchased with one Warrant, multiplied by the Market Price per share of Common Stock over (y) the Exercise Price, (iii) by surrendering to the Company the number of shares of Common Stock which is equal to (A) such aggregate Exercise Price divided by (B) the Market Price per share of Common Stock or (iv) any combination of the foregoing. Subject to the provisions of Section 6, 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 such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants (and such other consideration as may be deliverable upon exercise of such Warrants) together with, at the sole option of the Company, cash for fractional Warrant Shares as provided in Section 7. Such certificate or certificates shall be deemed to have been issued and the Person so 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, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a 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, except as otherwise expressly provided hereina new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section 5 and of Section 2. The Series A All Warrant Certificates surrendered upon exercise of Warrants shall be exercisable for a period (cancelled and disposed of by the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008Company. The Series B Warrants Company shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date keep copies of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with and any notices given or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise received hereunder available for inspection by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during the applicable Exercise Period (as defined below) right to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number in whole or in part, and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereofShares. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubtWarrant, Warrants in whole or in part, may be exercised solely at any time and from time to time during the period commencing on a net basis in the manner set forth in the immediately preceding sentencedate hereof, and no Investor shall be requiredending at 5:00 p.m., or permittedNew York, to pay any cash in connection with New York time, on April 15, 2007 (the exercise of Warrants"Expiration Date"). Each Warrant not exercised during prior to 5:00 p.m., New York, New York time, on the Exercise Period 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 Subject to adjustment as hereinafter provided, the price at which each Warrant shall be exercisable (the "Exercise Price") shall be equal to dividends will $0.13 per share of Common Stock. A Warrant may be made exercised upon surrender to the Company, at its office designated for such purpose, of the Warrant Certificate or Warrant Certificates to be exercised with the form of election to purchase (in the form attached hereto as Appendix 1) attached thereto duly filled in and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made, at the election of the Holder, (i) in cash, by certified or official bank check payable to the order of the Company, (ii) by cashless exercise as set forth in the following paragraph, or (iii) any combination thereof. The Holder shall have the right to surrender each Warrant, in whole or in part, to the Company together with a notice of cashless exercise, in which event the Company shall exchange such Warrant determined as follows: X=Y multiplied by (A-B)/A where: X=the number of Common Stock to be issued to the Holder Y=the number of Warrant Shares with respect to which the Warrant is being exercised A=the average of the per share Fair Market Value of the Common Stock for the five (5) trading days immediately prior to (but not including) the date of exercise B=the Exercise Price Subject to the provisions of Section 6 hereof, upon such surrender of Warrant Certificates and payment of the Exercise Price, the Company shall, at its expense, issue and cause to be delivered, as promptly as practicable, and in any event within ten (10) days after the Company's receipt of the Holder's notice of exercise form, (i) to or upon the written order of the Holder and in such name or names as such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants (and such other consideration as may be deliverable upon exercise of such Warrants) together with cash for fractional Warrant Shares as provided in Section 10 and (ii) a Warrant(s) in like tenor as such exercised Warrants to purchase the number of Warrant Shares in respect of which such Warrants shall not have been exercised. The certificate or certificates for such Warrant Shares shall be deemed to have been issued and the person so 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, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a 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, except as otherwise expressly provided hereina 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. The Series A All Warrant Certificates surrendered upon exercise of Warrants shall be exercisable for a period (canceled and disposed of by the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008Company. The Series B Warrants Company shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date keep copies of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with and any notices given or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise received hereunder available for inspection by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each the Holder shall have the rightright at any time, which may be exercised at any time or from time in the event that the Holder does not elect to time during take the applicable Exercise Period (as defined below) Deferred Fee in the form of cash pursuant to Section 3.6 of the Loan Agreement, to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) 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. The price at which each Warrant shall be exercisable (the “Exercise Price”) shall be $0.20 per Warrant Share issued upon such exercise, subject to adjustment as described below. Notwithstanding the foregoing, the maximum aggregate Exercise Price with respect to all Warrants issued hereunder shall not exceed the greater of (1) the aggregate par value of all of the Warrant Shares and (2) $20,000.00, such maximum aggregate Exercise Price to be allocated pro rata among all outstanding Warrants. In the event of an adjustment in the number of Warrant Shares as provided in Section 9, the maximum aggregate Exercise Price (less the aggregate Exercise Price paid prior to such adjustment upon the exercise of Warrants (the “Remaining Maximum Exercise Price”)) shall not be adjusted, but shall be reallocated pro rata among all outstanding Warrants, and the Exercise Price per Warrant shall be adjusted to reflect such reallocation to the extent the product of the then current Exercise Price and the maximum number of Warrant Shares remaining to be issued under this Agreement would otherwise exceed the Remaining Maximum Exercise Price. A Warrant may be exercised by (i) surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 12 hereof) of the Warrant Certificate or Certificates to be exercised, with the form of election to purchase attached thereto duly filled in and signed and (ii) payment or delivery to the Company of the Exercise Price for the number of Warrants being exercised. Payment of the aggregate Exercise Price may at the Holder’s sole option be paid (i) by delivery of immediately available funds, (ii) by the Holder’s instruction to the Company to deduct from the number of Warrant Shares issuable to the Holder on account of such exercise such Warrant Shares or fractional Warrant Shares having an aggregate Current Market Value equal to the aggregate Exercise Price for the number of Warrants being exercised, or (iii) by the Holder’s delivery to the Company for redemption or cancellation of other securities of the Company or fractional portions thereof accompanied by appropriate assignments having an aggregate Current Market Value equal to the Exercise Price for the number of Warrants being exercised. Upon such surrender of Warrants and payment of the Exercise Price as described above, 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 of the Holder as such Holder may designate a certificate or certificates for the number of Warrant Shares issuable upon the exercise of such Warrants, less that number . Such certificate or certificates shall be deemed to have been issued and the person so named therein shall be deemed to have become a holder of record of such Warrant Shares equal to as of the quotient date of (a) the product surrender of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price payment of the Warrant Shares on the business day immediately preceding Exercise Price, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a Warrant Certificate is exercised in respect of fewer than all of the Warrants evidenced thereby, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled and disposed of by the Company. The Company shall keep copies of this Agreement and any notices given or received hereunder available for inspection by any Holder during normal business hours at its office. Notwithstanding the foregoing, however, each Lender acknowledges that Florida law prohibits any Person from acquiring a five percent (5%) or greater equity interest in a pari-mutuel operator and exercising control with respect to such interest until such Person has received the approval of the Florida Department of Business and Professional Regulation, Division of Pari-Mutuel Wagering. Therefore, each Lender acknowledges that the acquisition of five percent (5%) or more of the Company’s Common Shares upon the exercise of the Warrants requires such approval before the Company is required to issue Common Shares in excess of such percentage to such Lender pursuant hereto. The Warrants and all rights and options thereunder shall expire on October 31, 2007, and shall be wholly null and void to the extent the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of Warrants. Each Warrant not exercised during the Exercise Period 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, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”)before expiration.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder holder of Series A Warrants shall have the right, which may be exercised at any commencing as of the date hereof until 5:00 p.m., Los Angeles time or from time to time during the applicable Exercise Period (as defined below) on June 1, 2010, to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number of Warrant Shares equal Warrants and payment to the quotient Company of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exerciseShares. The exercise price for each Each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of Warrants. Each Warrant not exercised during the Exercise Period prior to 5:00 p.m., Los Angeles time, on June 1, 2010 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 The Company shall notify each holder of the Warrants, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (in writing 90 days prior to the “expiration of all unexercised Series A Exercise Period”) commencing on their date Warrants, of issuance and expiring at 5:00 p.m.the upcoming expiration of all such unexercised Warrants. Subject to the terms of this Agreement, New York time, on June 9, 2008. The each holder of Series B Warrants shall have the right, which may be exercisable for a period (exercised commencing at the “Series B Exercise Period” andopening of business on June 1, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance 2001 and expiring at until 5:00 p.m., New York time, Los Angeles time on June 91, 2015. Notwithstanding 2011, to receive from the foregoing or anything else in this Agreement 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 to the contrary, until June 9, 2014, no Company of the Exercise Price then in effect for such Warrant Shares. Each Series B Warrant not exercised prior to 5:00 p.m., Los Angeles time on June 1, 2011, shall be exercisable to the extent that become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such exercise, when taken together with all other exercises time. The Company shall notify each holder of Series B Warrants during in writing 90 days prior to the twelve expiration of all unexercised Series B Warrants, of the upcoming expiration of all such unexercised Warrants. Notwithstanding anything to the contrary in this Agreement, the Series B Warrants shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease if the unpaid loan balances on the notes issued pursuant to the Credit Facilities, in the aggregate, does not exceed $160,000,000. A Warrant may be exercised upon surrender to the Company at its office designated for such purpose (12) months immediately preceding such exercise, would result the address of which is set forth in more than fifty-percent (50%Section 14 hereof) of the aggregate Series B certificate or certificates evidencing the Warrants issued to Investors be exercised with the form of election to purchase duly filled in and signed, which signature shall be guaranteed by a bank or trust company having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”).an

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised commencing at any time or from time the opening of business on the date the Escrow Agent delivers Warrants to time during such Holder in compliance with the applicable Exercise Period (as defined below) terms of the Escrow Agreement and the Bridge Loan Agreement and until 5:00 p.m., Chicago time, on September 30, 2009 to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during the Exercise Period prior to 5:00 p.m., Chicago time, on September 30, 2009 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. A Warrant may be exercised upon surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 15 hereof) 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, except 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 (the "Exercise Price") which is set forth in the forms of Warrant Certificates attached hereto as otherwise expressly provided hereinExhibit A-1 and Exhibit A-2, 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 lieu of exercising a Warrant by paying in full the Exercise Price plus transfer taxes (if applicable pursuant to Section 6), if any, the Holder may, from time to time, convert such Warrant, in whole or in part, into a number of shares of Common Stock determined by dividing (a) the aggregate current market price of the number of shares represented by the Warrants converted, minus the aggregate Exercise Price for such shares, minus transfer taxes, if any, by (b) the current market price of one Share. The Series A current market price shall be determined pursuant to Section 10(f). 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 Holder may designate, a certificate or certificates for the number of full 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 (l) of Section 10 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 two Business Days thereafter, issue and cause to be delivered the full 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 (provided that Warrants shall be exercisable for in multiples of 100 Warrant Shares unless all of the Warrant Shares evidenced by a period (particular Warrant Certificate are being exercised) and, in the “Series A Exercise Period”) commencing event that a Warrant Certificate is exercised in respect of fewer than all of the Warrant Shares issuable on their such exercise at any time prior to the date of issuance expiration of the Warrants, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued and expiring at 5:00 p.m., New York time, on June 9, 2008delivered pursuant to the provisions of this Section and of Section 2 hereof. The Series B All Warrant Certificates surrendered upon exercise of Warrants shall be exercisable for a period (cancelled and disposed of by the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date Company. The Company shall keep copies of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with and any notices given or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise received hereunder available for inspection by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, there shall be a total of 213 Warrants numbered 1-213 (the "Numbered Warrants") with each Holder shall have Numbered Warrant being exercisable for the right, which may be exercised number of fully paid and nonassesable shares of Common Stock of the Company set forth on Schedule A for such Numbered Warrant (the "Applicable Warrant Shares") upon payment of the aggregate Applicable Exercise Price (as hereinafter defined) for such Numbered Warrant at any time time, or from time to time time, during the applicable Applicable Exercise Period (as defined below) to receive from hereinafter defined). The Applicable Exercise Period for any Numbered Warrant shall commence on the Companyexercise date for such Numbered Warrant set forth on Schedule A and shall expire at 5:00 p.m., that number New York time on March 1st of the year following the calendar year of the expiration date for such Numbered Warrant as set forth on Schedule A (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the exercise of such Warrants, less that number of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the "Applicable Exercise Period"). The per share Applicable Exercise Price (as defined below) then in effect for such Warrants and (b) any Numbered Warrant shall initially be the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series such Numbered Warrant set forth on Schedule A Warrant (the “Series A "Applicable Exercise Price”) shall initially be $18.36 per share"), subject to adjustment pursuant to the terms hereof. The exercise price for each Series B A Numbered Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in upon surrender to the manner Company (at its office address set forth in Section 11 hereof) of the immediately preceding sentenceWarrant Certificate to be exercised with the form of election to purchase attached thereto duly filled in and signed, and no Investor upon payment to the Company of the Applicable Exercise Price for the number of Applicable Warrant Shares in respect of which such Numbered Warrant is then exercised. Payment of the aggregate Applicable Exercise Price shall be requiredmade in cash or by certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated by the Company. Subject to the provisions of Section 6 hereof, upon such surrender of the Warrant Certificate and payment of the aggregate Applicable Exercise Price for the Numbered Warrant to be exercised, the Company shall issue and cause to be delivered with all reasonable dispatch to or permitted, to pay any cash upon the written order of the Investor and in connection with such name or names as the Investor may designate a certificate for the number of full Applicable Warrant Shares issuable upon the exercise of Warrants. Each such Numbered Warrant not exercised during the Exercise Period shall become void (and all rights thereunder and all rights in respect thereof under this Agreement shall cease such other consideration as of such time. No adjustments as to dividends will may be made deliverable upon exercise of the Warrants, except such Numbered Warrant) together with cash for fractional Applicable Warrant Shares as otherwise expressly provided hereinin Section 9. The Series A Warrants Such certificate shall be exercisable for deemed to have been issued and the person so named therein shall be deemed to have become a period (holder of record of such Applicable Warrant Shares as of the “Series A Exercise Period”) commencing on their date of issuance the surrender of such Warrant Certificate and expiring at 5:00 p.m.payment of the aggregate Applicable Exercise Price, New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (irrespective of the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015delivery of such certificate for Applicable Warrant Shares. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Each Numbered Warrant shall be exercisable during the Applicable Exercise Period for such Numbered Warrant set forth on Schedule A, at the election of the Investor, either in full or from time to time in part and, in the event that a Numbered Warrant is exercised in respect of fewer than all of the Applicable Warrant Shares issuable on such exercise at any time prior to the extent that such exercise, when taken together with all other exercises date of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) expiration of the aggregate Series B Warrants Numbered Warrant, a new certificate and a revised Schedule A evidencing the remaining Applicable Warrant Shares will be issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with or following a Change of Control Event (as defined below) or (ii) and delivered pursuant to the exercise provisions of this Section and Section 2 hereof. If all of the 213 Warrants have been exercised, the Warrant Certificate shall be cancelled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)Investor during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each the Holder shall have the right, which may be exercised in the event that the Lender does not elect to take the Deferred Fee in the form of cash pursuant to Section 3.6 of the Loan Agreement, and at any time or from time and after the earlier to time during occur of (i) any acceleration by the applicable Exercise Period Lender of the principal balance of the Loan as permitted by the Loan Documents, (as defined belowii) any prepayment of the Loan in full by FGCI, and (iii) October 31, 2004, to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) 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. The price at which each Warrant shall be exercisable (the "Exercise Price") shall be $0.10 per Warrant Share issued upon such exercise, subject to adjustment as described below. Notwithstanding the foregoing, the maximum aggregate Exercise Price with respect to all Warrants issued hereunder shall not exceed the greater of (1) the aggregate par value of all of the Warrant Shares and (2) $20,000.00, such maximum aggregate Exercise Price to be allocated pro rata among all outstanding Warrants. In the event of an adjustment in the number of Warrant Shares as provided in Section 9, the maximum aggregate Exercise Price (less the aggregate Exercise Price paid prior to such adjustment upon the exercise of Warrants (the "Remaining Maximum Exercise Price")) shall not be adjusted, but shall be reallocated pro rata among all outstanding Warrants, and the Exercise Price per Warrant shall be adjusted to reflect such reallocation to the extent the product of the then current Exercise Price and the maximum number of Warrant Shares remaining to be issued under this Agreement would otherwise exceed the Remaining Maximum Exercise Price. A Warrant may be exercised by (i) surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 12 hereof) of the Warrant Certificate or Certificates to be exercised, with the form of election to purchase attached thereto duly filled in and signed and (ii) payment or delivery to the Company of the Exercise Price for the number of Warrants being exercised. Payment of the aggregate Exercise Price may at the Holder's sole option be paid (i) by delivery of immediately available funds, (ii) by the Holder's instruction to the Company to deduct from the number of Warrant Shares issuable to the Holder on account of such exercise such Warrant Shares or fractional Warrant Shares having an aggregate Current Market Value equal to the aggregate Exercise Price for the number of Warrants being exercised, or (iii) by the Holder's delivery to the Company for redemption or cancellation of other securities of the Company or fractional portions thereof accompanied by appropriate assignments having an aggregate Current Market Value equal to the Exercise Price for the number of Warrants being exercised. Upon such surrender of Warrants and payment of the Exercise Price as described above, 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 of the Holder as such Holder may designate a certificate or certificates for the number of Warrant Shares issuable upon the exercise of such Warrants, less that number . Such certificate or certificates shall be deemed to have been issued and the person so named therein shall be deemed to have become a holder of record of such Warrant Shares equal to as of the quotient date of (a) the product surrender of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price payment of the Warrant Shares on the business day immediately preceding Exercise Price, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a Warrant Certificate is exercised in respect of fewer than all of the Warrants evidenced thereby, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled and disposed of by the Company. The Company shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holder during normal business hours at its office. Notwithstanding the foregoing, however, the Lender acknowledges that Florida law prohibits any Person from acquiring a five percent (5%) or greater equity interest in a pari-mutuel operator and exercising control with respect to such interest until such Person has received the approval of the Florida Department of Business and Professional Regulation, Division of Pari-Mutuel Wagering. Therefore, the Lender acknowledges that the acquisition of five percent (5%) or more of the Company's Common Shares upon the exercise of the Warrants requires such approval before the Company is required to issue Common Shares in excess of such percentage to the Lender pursuant hereto. The Warrants and all rights and options thereunder shall expire on October 31, 2006, and shall be wholly null and void to the extent the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of Warrants. Each Warrant not exercised during the Exercise Period 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, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”)before expiration.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised commencing at any the opening of business on the Issue Date and until 5:00 P.M., New York, New York time or from time to time during the applicable Exercise Period (as defined below) on November 30, 2016, to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during the Exercise Period prior to 5:00 p.m., New York, New York time, November 30, 2016 shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments A Warrant may be exercised upon surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 14 hereof) of the Warrant Certificate 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 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., together with (if such exercise involves a transfer pursuant to clause (1) of Section 4 hereof) the opinion of counsel specified therein, if required, and upon payment to the Company of the exercise price (the "Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as to dividends will Exhibit A, as adjusted as provided in this Agreement, 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 lieu of exercising a Warrant by paying in full the Exercise Price plus transfer taxes (if applicable pursuant to Section 6), if any, the Holder may, from time to time, convert such Warrant(s), in whole or in part, into a number of shares of Common Stock determined by dividing (a) the aggregate current market price of the number of shares of Common Stock represented by the Warrants converted, minus the aggregate Exercise Price for such shares of Common Stock, minus transfer taxes, if any, by (b) the current market price of one share of Common Stock. The current market price shall be determined pursuant to Section 10(f). Subject to the provisions of Section 6 hereof, upon such surrender of Warrant Certificates and payment of the Exercise Price the Company shall issue and cause to be delivered with all reasonable dispatch (and in any event within 10 Business Days after such receipt) to or upon the written order of the Holder and, subject to Section 4, in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 11; 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 (1) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrant Certificates and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than five business days thereafter, issue and cause to be delivered the full 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 11. 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 Warrant Certificates and payment of the Exercise Price. Prior to the exercise of the Warrants, except as otherwise expressly may be specifically provided for herein. The Series A Warrants , (i) no Holder, as such, shall be exercisable entitled to any of the rights of a holder of Common Stock of the Company, including, without limitation, the right to vote at or to receive any notice of any meetings of stockholders; (ii) the consent of any such Holder shall not be required with respect to any action or proceeding of the Company; (iii) except as provided in Section 10(i), no such Holder, by reason of the ownership or possession of a Warrant or the Warrant Certificate representing the same, shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the stockholders of the Company prior to, or for a period (which the “Series A Exercise Period”) commencing on their relevant record date preceded, the date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant; and (iv) no such Holder shall have any right not expressly conferred by the Warrant or Warrant Certificate held by such Holder. 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 Warrant Certificate is (i) exercised in connection with 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 Warrant Certificate evidencing the remaining Warrant or following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, (a) each Holder shall have the right, which may be exercised at any time or from time to time during the applicable Exercise Period period commencing on the date hereof and ending at 5:00 p.m., New York time, on June 10, 2009 (as defined below) the "EXPIRATION DATE"), to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number the Non-Contingent Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants Warrant Shares, and (b) each Holder shall have the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per shareright, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants which may be exercised solely at any time or from time to time during the period commencing upon the occurrence of a Triggering Event and ending at 5:00 p.m., New York time, on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permittedExpiration Date, to pay any cash in connection with receive from the Company the number of fully paid Warrant Shares which the Holder may at the time be entitled to receive on exercise of Warrantsthe Contingent Warrants and payment of the Exercise Price then in effect for such Warrant Shares. Each Warrant not exercised during prior to 5:00 p.m., New York time, on the Exercise Period Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time; provided that the occurrence of the Expiration Date shall not relieve the Company of any obligation to any Holder which arose pursuant to the terms of this Agreement prior to such date. No adjustments As of any date of determination, the price at which each Warrant shall be exercisable (the "EXERCISE PRICE") shall be an amount per Warrant Share equal to the quotient of (i) $650,000 less the aggregate amount paid by the Holder(s) prior to such date as the Exercise Price in respect of any Warrants exercised prior to dividends such date divided by (ii) the sum of (x) the aggregate number of Warrant Shares issuable upon the exercise of all outstanding unexercised Non-Contingent Warrants plus (y) from and after the occurrence of a Triggering Event, the aggregate number of Warrant Shares issuable upon the exercise of all outstanding unexercised Contingent Warrants. By way of example: (I) as of the date hereof, the Exercise Price equals (i) $650,000 divided by (ii) 73,449 Warrant Shares, or $8.85 per Warrant Share, and (II) upon the occurrence of a Triggering Event, if no Non-Contingent Warrants have theretofore been exercised, the Exercise Price will equal (i) $650,000 divided by the sum of (x) 73,449 Warrant Shares plus (y) 20,440 Warrant Shares, or $6.92 per Warrant Share (it being understood and agreed by the parties that the intent of the foregoing method for calculating the Exercise Price is to ensure that the aggregate Exercise Price for all Warrants (including any Warrants already exercised or then being exercised but excluding any Contingent Warrants that are not then exercisable as a result of a Triggering Event's not having occurred) shall at all times equal $650,000). Each class of the Common Stock shall have a par value of no greater than the effective Exercise Price. A Non-Contingent Warrant may be made exercised upon surrender to the Company, at its address set forth on the signature pages hereto, of the Warrant Certificate or Warrant Certificates to be exercised with the form of election to purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. A Contingent Warrant may be exercised in the same manner as a Non-Contingent Warrant at any time after the occurrence of a Triggering Event. Payment of the aggregate Exercise Price may be made, at the option of the applicable Holder, by cash, certified or bank cashier's check or wire transfer. Subject to the provisions of Sections 6 and 8, 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 such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants (and such other consideration as may be deliverable upon exercise of such Warrants) together with, at the sole option of the Holder, cash for fractional Warrant Shares as provided in Section 7. Such certificate or certificates shall be deemed to have been issued and the Person so 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 the purchase form attached thereto and payment of the Exercise Price, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Upon receipt by the Company of such Warrant and such purchase form attached thereto, together with the Exercise Price, at the office of the Company, in proper form for exercise, the Holder thereof shall be deemed to be the holder of record of the shares of Common Stock specified in such purchase form, notwithstanding that the transfer books of the Company shall then be closed or that certificates (if any) representing the Warrant Shares shall not then be actually delivered to the Holder. Each Warrant shall be exercisable, at the election of the Holder thereof (subject, in the case of any Contingent Warrant, to the prior occurrence of a Triggering Event), either in full or from time to time in part and, in the event that a 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, except as otherwise expressly provided hereina new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section 5 and of Section 2. The Series A All Warrant Certificates surrendered upon exercise of Warrants shall be exercisable for a period (canceled and disposed of by the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008Company. The Series B Warrants Company shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date keep copies of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with and any notices given or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise received hereunder available for inspection by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder Warrant holder shall have the right, which may be exercised commencing at any the opening of business on [·], 2007 and until 5:00 p.m., New York City time or from time to time during on [·], 2017 (the applicable “Exercise Period (as defined belowPeriod”) to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrant Shares. 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 number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants and less that number of Warrant Shares having an aggregate fair market value (bas defined below) at the Market 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 on will be determined in good faith by the business day immediately preceding Board of Directors of the Company as of the date the Warrants are presented for of any such exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of Warrants. Each Warrant not exercised during the Exercise Period prior to 5:00 p.m., New York City time, on [·], 2017 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. A Warrant may be exercised upon surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 13 hereof) 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, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period and upon payment to the Company of the exercise price of US$0.01 per Warrant Share (the “Series Exercise Price”), which is set forth in the form of Warrant Certificate attached hereto as Exhibit A Exercise Period”) commencing on their date as adjusted as herein provided, for the number of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008Warrant Shares in respect of which such Warrants are then exercised. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) Payment of the aggregate Series B Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company, (ii) through the surrender of debt or preferred equity securities of the Company having a principal amount or liquidation preference, as the case may be, equal to the aggregate Exercise Price to be paid (the Company will pay the accrued interest or dividends on such surrendered debt or preferred equity securities in cash at the time of surrender notwithstanding the stated terms thereof), or (iii) in the manner provided in the first paragraph of this Section 5. Subject to the provisions of Section 6 hereof, upon such surrender of Warrants issued and payment of the Exercise Price the Company shall issue and cause to Investors having been exercised during be delivered with all reasonable dispatch to or upon the written order of the holder and in such twelve (12) month periodname or names as the Warrant holder may designate, unless a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Series B Warrants together with cash as provided in Section 11; 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 10 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 two business days thereafter, issue and cause to be delivered the full 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 11. 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 (i) exercised in connection with 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 following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant shall give the Holder shall have thereof the right, which may be exercised at any time or from time to time during the applicable period of the Exercise Period (as defined below) Period, upon payment of the Exercise Price, to receive from Parent (a) prior to the CompanyConversion, that number (the “Gross Number”) of one fully paid and nonassessable Warrant Shares share of Parent Convertible Preferred Stock and (b) after the Conversion, 400 fully paid and such other considerationnonassessable shares of Common Stock, subject in the case of clause (a) which the Holder may at the time and (b) to adjustment pursuant to Section 11 hereof, provided, however, that Holders will be entitled able to receive upon exercise their Warrants only if the exercise of such Warrants, less that number of Warrant Shares equal to Warrants is exempt from the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price registration requirements of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant Securities Act (the “Series A Exercise Price”) shall initially be $18.36 per share, subject and Parent has received such information as Parent may reasonably request to adjustment confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each registration requirements of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsSecurities Act). Each Warrant not exercised during the applicable period of the Exercise Period Period, upon payment of the Exercise Price, 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 A Warrant may be exercised upon surrender to dividends will Parent at its office designated for such purpose (the address of which is set forth in Section 14 hereof) of the Warrant 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 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 Parent of the Exercise Price, 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 Parent. Subject to the provisions of Section 7 hereof, upon such surrender of Warrant Certificates and payment of the Exercise Price, Parent 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 Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants. Such certificates shall contain a legend substantially similar to the legend set forth in Section 5(b). Prior to the exercise of the Warrants, except as otherwise expressly may be specifically provided for herein. The Series A Warrants , (i) no Holder of a Warrant Certificate, as such, shall be exercisable entitled to any of the rights of a holder of Parent Convertible Preferred Stock or Common Stock, including, without limitation, the right to vote at or to receive any notice of any meetings of stockholders; (ii) the consent of any such Holder shall not be required with respect to any action or proceeding of Parent; (iii) no such Holder, by reason of the ownership or possession of a Warrant or the Warrant Certificate representing the same, shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the stockholders of Parent prior to, or for a period (which the “Series A Exercise Period”) commencing on their relevant record date preceded, the date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant; and (iv) no such Holder shall have any right not expressly conferred by the Warrant or Warrant Certificate held by such Holder. In the event that a Warrant Certificate is (i) exercised in connection with 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 Warrant Certificate evidencing the remaining Warrant or following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 4 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”)Parent.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised commencing at any the opening of business on the Issue Date and until 5:00 p.m., New York City time or from time to time during the applicable Exercise Period (as defined below) on November 12, 2004, to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during the Exercise Period prior to 5:00 p.m., New York City time, November 12, 2004 shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments A Warrant may be exercised upon surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 14 hereof) of the Warrant 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 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., together with (if such exercise involves a transfer pursuant to clause (1)(w) or (1)(y) of the second paragraph of Section 4) the opinion of counsel specified therein, and upon payment to the Company of the exercise price (the "Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as to dividends will Exhibit A, as adjusted as provided in this Agreement, 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 lieu of exercising this Warrant by paying in full the Exercise Price plus transfer taxes (if applicable pursuant to Section 6), if any, the Warrant Holder may, from time to time, convert this Warrant, in whole or in part, into a number of shares of Common Stock determined by dividing (a) the aggregate current market price of the number of shares of Common Stock represented by the Warrants converted, minus the aggregate Exercise Price for such shares of Common Stock, minus transfer taxes, if any, by (b) the current market price of one share of Common Stock. The current market price shall be determined pursuant to Section 10(f). Subject to the provisions of Section 6 hereof, upon such surrender of Warrant Certificates and payment of the Exercise Price the Company shall issue and cause to be delivered with all reasonable dispatch (and in any event within 10 Business Days after such receipt) to or upon the written order of the Holder and, subject to Section 4, in such name or names as the Warrant Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 11; 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 (1) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrant Certificates and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than five business days thereafter, issue and cause to be delivered the full 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 11. 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 Warrant Certificates and payment of the Exercise Price. Prior to the exercise of the Warrants, except as otherwise expressly may be specifically provided for herein. The Series A Warrants , (i) no Holder of a Warrant Certificate, as such, shall be exercisable entitled to any of the rights of a holder of Common Stock of the Company, including, without limitation, the right to vote at or to receive any notice of any meetings of stockholders; (ii) the consent of any such Holder shall not be required with respect to any action or proceeding of the Company; (iii) except as provided in Section 10(i), no such Holder, by reason of the ownership or possession of a Warrant or the Warrant Certificate representing the same, shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the stockholders of the Company prior to, or for a period (which the “Series A Exercise Period”) commencing on their relevant record date preceded, the date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant; and (iv) no such Holder shall have any right not expressly conferred by the Warrant or Warrant Certificate held by such Holder. 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 Warrant Certificate is (i) exercised in connection with 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 Warrant Certificate evidencing the remaining Warrant or following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during the applicable Exercise Period period commencing on the date hereof and ending at 5:00 p.m., New York City time, on the later of (i) __________ or (ii) the date which is one year after the effective date of a Qualified Public Offering (as defined below) in the Stockholders' Agreement (the "Expiration Date"), to receive from the Company, that Company the --------------- number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during prior to 5:00 p.m., New York time, on the Exercise Period 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, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing on their date of issuance and expiring price at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B which each Warrant shall be exercisable (the "Exercise Price") -------------- shall be equal to $________ per share of Class B Common Stock. A Warrant may be exercised upon surrender to the extent that Company at its office designated for such purpose of the Warrant Certificate or Certificates to be exercised with the form of election to purchase attached thereto duly filled in and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made, at the election of the Holder, (i) in cash, by certified or official bank check payable to the order of the Company, (ii) by delivering for surrender and cancellation to the Company Warrants with an aggregate Surrender Value (as hereinafter defined), as of the date of such exercise, when taken together with all other exercises equal to the Exercise Price for the Warrants being exercised, or (iii) any combination thereof. For the purposes of Series B Warrants during this paragraph, the twelve "Surrender Value" of any Warrant is equal to the Fair Market Value (12) months immediately preceding such exerciseas defined in the Stockholders' Agreement), would result in more than fifty-percent (50%) as of the aggregate Series B Warrants issued to Investors having been exercised during date of such twelve (12) month periodsurrender, unless of the Warrant Shares issuable upon the exercise of such Series B Warrant, minus the Exercise Price of such Warrant. Subject to the provisions of Section 5 hereof, upon such surrender of Warrant Certificates and payment of the Exercise Price, the Company shall issue and cause to be delivered, as promptly as practicable, to or upon the written order of the Holder and in such name or names as such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants (and such other consideration as may be deliverable upon exercise of such Warrants) together with cash for fractional Warrant Shares as provided in Section 9. The certificate or certificates for such Warrant Shares shall be deemed to have been issued and the person so 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, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a Warrant Certificate is (i) exercised in connection with 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 following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this ------------------------------ Agreement, each Holder Warrant holder shall have the right, which may be exercised at any time or from time to time during the applicable period commencing on September 30, 1999, until 11:59 p.m., New York City time, September 30, 2004 (the "Exercise Period (as defined below) Period"), to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrant Shares. In the alternative, each Warrant holder may exercise his right to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of his Warrants and less that number of Warrant Shares having an aggregate fair market value (bas defined below) at the Market 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 on will be determined in good faith by a majority of the business day immediately preceding Non-Preferred Stock Directors of the Company, as of the date the Warrants are presented for of any such exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each Such determination of the Series A Exercise Price and the Series B Exercise Price Non-Preferred Stock Directors may be referred challenged in good faith by holders of a majority of the Warrants, and any dispute shall be resolved at the Company's cost, by an investment banking firm of recognized national standing selected by the Company and acceptable to herein generically as an “Exercise Price.” For the avoidance of doubtsuch Warrant holders and shall be made in good faith and be conclusive absent manifest error; provided, Warrants may be exercised solely on a net basis however, that in the manner set forth in event that the immediately preceding sentence-------- ------- determination by the majority of the Non-Preferred Stock Directors is more than 110% of the price determined by the investment banking firm, and no Investor then the costs incurred by such investment banking firm shall be required, or permitted, to pay any cash in connection with borne by the exercise of WarrantsWarrant holders who challenged such price. Each Warrant not exercised during the Exercise Period on or before 11:59 p.m., New York City time, on September 30, 2004 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, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”).

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during the applicable Exercise Period period commencing on the date hereof and ending at 5:00 p.m., New York City time, on December 17, 2007 (as defined below) the "Expiration Date"), to receive from ----------------- the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during prior to 5:00 p.m., New York time, on the Exercise Period 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, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing on their date of issuance and expiring price at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B which each Warrant shall be exercisable (the "Exercise Price") --------------- shall be equal to $458.00 per share of Class B Preferred Stock. A Warrant may be exercised upon surrender to the extent that Company at its office designated for such purpose of the Warrant Certificate or Certificates to be exercised with the form of election to purchase attached thereto duly filled IN and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made, at the election of the Holder, (i) in cash, by certified or official bank check payable to the order of the Company, (ii) by delivering for surrender and cancellation to the Company Warrants with an aggregate Surrender Value, as of the date of such exercise, when taken together with all other exercises equal to the Exercise Price for the Warrants being exercised, or (iii) any combination thereof. For the purposes of Series B Warrants during this paragraph, the twelve "Surrender Value" of any Warrant is equal to the Fair Market Value (12) months immediately preceding such exerciseas defined in the Stockholders' Agreement), would result in more than fifty-percent (50%) as of the aggregate Series B Warrants issued to Investors having been exercised during date of such twelve (12) month periodsurrender, unless of the Warrant Shares issuable upon the exercise of such Series B Warrant, minus the Exercise Price of such Warrant. Subject to the provisions of Section 5 hereof, upon such surrender of Warrant Certificates and payment of the Exercise Price, the Company shall issue and cause to be delivered, as promptly as practicable, to or upon the written order of the Holder and in such name or names as such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants (and such other consideration as may be deliverable upon exercise of such Warrants) together with cash for fractional Warrant Shares as provided in Section 10. The certificate or certificates for such Warrant Shares shall be deemed to have been issued and the person so 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, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a Warrant Certificate is (i) exercised in connection with 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 following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of ------------------------------ this Agreement, each Holder shall have the right, which may be exercised at any time or from prior to 5:00 p.m., New York City time to time during the applicable Exercise Period (as defined below) on November 1, 2011, to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares and any other capital stock of the Company issuable upon exercise of the Warrant as provided for in Section 10(a) (and such other consideration"Additional Warrant Shares") which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during the Exercise Period prior to 5:00 p.m., New York City time, on November 1, 2011 shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments A Warrant may be exercised upon surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 13 hereof) of the Warrant 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 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 (the "Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as to dividends will Exhibit A as adjusted as herein provided, for the number of Warrant Shares and Additional Warrant Shares, if any, 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 lieu of exercising a Warrant by paying in full the Exercise Price plus transfer taxes (if applicable pursuant to Section 6), if any, the Holder may, from time to time, convert a Warrant, in whole or in part, into a number of shares of Common Stock determined by dividing (a) the aggregate current market price of the number of shares of Common Stock represented by the Warrants converted, minus the aggregate Exercise Price for such shares of Common Stock, minus transfer taxes, if any, by (b) the current market price of one share of Common Stock (a "Cash-Less Exercise"). The current market price shall be determined pursuant to Section 10(f). Subject to the provisions of Section 6 hereof, upon such surrender of Warrant Certificates and payment of the Exercise Price (if such exercise is not a Cash-Less Exercise) the Company shall issue and cause to be delivered with all reasonable dispatch (and in any event within five business days after such receipt) to or upon the written order of the Holder and, subject to Section 4, in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares and Additional Warrant Shares, if any, issuable upon the exercise of such Warrants together with cash as provided in Section 11; 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 (k) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrant Certificates and payment of the Exercise Price as aforesaid (if such exercise is not a Cash-Less Exercise), the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of Warrant Shares and Additional Warrant Shares, if any, issuable upon the exercise of such Warrants in the manner described in this sentence together with cash, if any, as provided in Section 11. 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 and Additional Warrant Shares, if any, as of the date of the surrender of such Warrant Certificates and payment of the Exercise Price (if such exercise is not a Cash-Less Exercise). Prior to the exercise of the Warrants, except as otherwise expressly may be specifically provided for herein. The Series A Warrants , (i) no Holder of a Warrant Certificate, as such, shall be exercisable entitled to any of the rights of a holder of Common Stock of the Company, including, without limitation, the right to vote at or to receive any notice of any meetings of stockholders; (ii) the consent of any such Holder shall not be required with respect to any action or proceeding of the Company; (iii) except as provided in Section 10(i), no such Holder, by reason of the ownership or possession of a Warrant or the Warrant Certificate representing the same, shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the stockholders of the Company prior to, or for a period (which the “Series A Exercise Period”) commencing on their relevant record date preceded, the date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant; and (iv) no such Holder shall have any right not expressly conferred by the Warrant or Warrant Certificate held by such Holder. 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 Warrant Certificate is (i) exercised in connection with 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 Warrant Certificate evidencing the remaining Warrant or following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder Warrant holder shall have the right, which may be exercised commencing at any the opening of business on the Issue Date and until 5:00 p.m., New York City time or from time to time during the applicable Exercise Period (as defined below) on April 30, 2005, to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during the Exercise Period prior to 5:00 p.m., New York City time, on April 30, 2005 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. A Warrant may be exercised upon surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 14 hereof) of the Warrant 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, except as otherwise expressly provided herein. The Series A Warrants which signature shall be exercisable for guaranteed by a period (bank or trust company having an office or correspondent in the “Series A Exercise Period”) commencing on their date United States or a broker or dealer which is a member of issuance and expiring at 5:00 p.m.a registered securities exchange or the National Association of Securities Dealers, New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” andInc., together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement (if such exercise involves a transfer pursuant to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve clause (12) months immediately preceding such exercise, would result in more than fifty-percent (50%1)(w)(III) of the second paragraph of Section 4) the opinion of counsel specified therein, and upon payment to the Company of the exercise price (the "Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Series B Exercise Price shall be made in cash or by certified or official bank check to the order of the Company. In lieu of exercising this Warrant by paying in full the Exercise Price plus transfer taxes (if applicable pursuant to Section 6), if any, the Warrant holder may, from time to time, convert this Warrant, in whole or in part, into a number of shares of Common Stock determined by dividing (a) the aggregate current market price of the number of shares of Common Stock represented by the Warrants issued converted, minus the aggregate Exercise Price for such shares of Common Stock, minus transfer taxes, if any, by (b) the current market price of one share of Common Stock. The current market price shall be determined pursuant to Investors having been exercised during Section 10(f). Subject to the provisions of Section 6 hereof, upon such twelve surrender of Warrant Certificates and payment of the Exercise Price the Company shall issue and cause to be delivered with all reasonable dispatch (12and in any event within 10 Business Days after such receipt) month periodto or upon the written order of the holder and, unless subject to Section 4, in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Series B Warrants together with cash as provided in Section 11; 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 (l) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrant is Certificates and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full 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 11. 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 Warrant Certificates and payment of the Exercise Price. Prior to the exercise of the Warrants, except as may be specifically provided for herein, (i) in connection with no Holder of a Warrant Certificate, as such, shall be entitled to any of the rights of a holder of Common Stock of the Company, including, without limitation, the right to vote at or following a Change to receive any notice of Control Event (as defined below) or any meetings of stockholders; (ii) the consent of any such Holder shall not be required with respect to any action or proceeding of the Company; (iii) except as provided in Section 10(i), no such Holder, by reason of the ownership or possession of a Warrant or the Warrant Certificate representing the same, shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the stockholders of the Company prior to, or for which the relevant record date preceded, the date of the exercise of such Warrant; and (iv) no such Holder shall have any right not expressly conferred by the Warrant or Warrant Certificate held by such Holder. 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 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 Warrant Certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled and disposed of by the Holders, as part Company. the Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, (i) each Holder of New Warrants shall have the right, which may be exercised at any time or from time to time during on and after the applicable Exercise Period date hereof and prior to 5:00 P.M., New York time, on March 6, 2003 (as defined below) the "New Warrant Expiration Date"), to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number New Warrants and payment of the New Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants New Warrant Shares and (bii) each Holder of Exchange Warrants shall have the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per shareright, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants which may be exercised solely at any time or from time to time on a net basis in and after the manner set forth in date hereof and prior to 5:00 P.M., New York time, on March 14, 2007 (the immediately preceding sentence, and no Investor shall be required, or permitted"Exchange Warrant Expiration Date"), to pay any cash in connection with 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 Warrantssuch Exchange Warrants and payment of the Exchange Warrant Exercise Price then in effect for such Exchange Warrant Shares. Each Warrant not exercised during prior to 5:00 P.M., New York time, on the Exercise Period applicable Expiration Date therefor shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time; provided that the occurrence of any Expiration Date shall not relieve the Company of any obligation to any Holder which arose pursuant to the terms of this Agreement prior to such date. No adjustments as A Warrant may be exercised upon surrender to dividends will be made upon exercise the Company at its address set forth on the signature pages hereto of the Warrants, except as otherwise expressly provided herein. The Series A Warrants shall applicable Warrant Certificate or Warrant Certificates to be exercisable for a period (the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together exercised with the Series A Exercise Periodform of election to purchase attached thereto duly completed and signed, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement upon payment to the contraryCompany of the applicable Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the applicable aggregate Exercise Price may be made, until June 9at the option of the applicable Holder, 2014(i) by cash, no Series B Warrant shall be exercisable certified or bank cashier's check or wire transfer, (ii) by surrendering to the extent that such exerciseCompany the number of Warrants which, when taken together exercised, would entitle the Holder thereof to that number of Warrant Shares which is equal to (A) such applicable aggregate Exercise Price divided by (B) the excess of (x) the product of (1) the Warrant Number and (2) the Market Price per share of Common Stock over (y) the applicable Exercise Price, (iii) by surrendering to the Company the number of shares of Common Stock which is equal to (A) such applicable aggregate Exercise Price divided by (B) the Market Price per share of Common Stock or (iv) any combination of the foregoing. Subject to the provisions of Section 6, upon such surrender of any Warrants and payment of the applicable Exercise Price, the Company shall issue and cause to be delivered with all other exercises of Series B Warrants during reasonable dispatch to or upon the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) written order of the aggregate Series B Warrants issued to Investors having been exercised during Holder and in such twelve (12) month period, unless name or names as such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Series B Warrants (and such other consideration as may be deliverable upon exercise of such Warrants) together with, at the sole option of the Company, cash for fractional Warrant Shares as provided in Section 7. Such certificate or certificates shall be deemed to have been issued and the Person so named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the proper surrender of such Warrants and payment in full of the applicable Exercise Price, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a Warrant Certificate is (i) exercised in connection with respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of such Warrants, a new certificate evidencing the remaining such Warrant or following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the exercise by the Holders, as part provisions of a single transaction this Section 5 and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”)Section 2.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder Warrant holder shall have the right, which may be exercised commencing at any the opening of business on December 5, 1997 and until 5:00 p.m., New York City time or from time on the earlier to time during occur of (i) the applicable Exercise Period date that the Company closes an Initial Public Offering (as defined belowdefined) and (ii) December 7, 1998 (such earlier date, the "Exercise Termination Date"), to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during prior to 5:00 p.m., New York City time, on the Exercise Period Termination 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. In the event the Exercise Termination Date is prior to December 7, except as otherwise expressly provided herein. The Series A 1998, the Company shall provide each holder of Warrants shall be exercisable for a period (with at least 15 days and not more than 30 days prior written notice of the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015Termination Date. Notwithstanding the foregoing or anything else provisions of this Section 5, in this Agreement no event shall the Exercise Termination Date be earlier than 15 days from the date that the notice referred to in the previous sentence is given. If, prior to the contraryExercise Termination Date, until June 9, 2014, no the Company is notified by a holder of Warrants that the Company is required to file a Shelf Registration Statement pursuant to Section 3(a) of the Series B Warrant Registration Rights Agreement dated as of the date hereof between the Initial Purchaser and the Company, the Exercise Termination Date shall be exercisable no earlier than the 30th day after such Shelf Registration Statement has been declared and maintained effective. A Warrant may be exercised upon surrender to the extent that Company at its office designated for such exercise, when taken together with all other exercises purpose (the address of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result which is set forth in more than fifty-percent (50%Section 14 hereof) 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 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 (the "Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Series B Exercise Price shall be made in cash or by certified or official bank check payable to the order of the Company. Subject to the provisions of Section 6 hereof, upon such surrender of Warrants issued and payment of the Exercise Price the Company shall issue and cause to Investors having been exercised during be delivered with all reasonable dispatch to or upon the written order of the holder and in such twelve (12) month periodname or names as the Warrant holder may designate, unless a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Series B Warrants together with cash as provided in Section 11; 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 (m) of Section 10 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 two business days thereafter, issue and cause to be delivered the full number of Warrant is (i) in connection with or following a Change of Control Event (as defined below) or (ii) pursuant to Shares issuable upon the exercise by of such Warrants in the Holders, manner described in this sentence together with cash as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”).provided in Section 11. Such

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant shall give the Holder shall have thereof the right, which may be exercised at any time or from time to time during the applicable Exercise Period (as defined below) Period, upon payment of the Exercise Price, to receive from Parent (a) prior to the CompanyConversion, that number (the “Gross Number”) of one fully paid and nonassessable Warrant Shares share of Parent Convertible Preferred Stock and (b) after the Conversion, 400 fully paid and such other considerationnonassessable shares of Common Stock, subject in the case of clause (a) which the Holder may at the time and (b) to adjustment pursuant to Section 11 hereof, provided, however, that Holders will be entitled able to receive upon exercise their Warrants only if the exercise of such Warrants, less that number of Warrant Shares equal to Warrants is exempt from the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price registration requirements of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant Securities Act (the “Series A Exercise Price”) shall initially be $18.36 per share, subject and Parent has received such information as Parent may reasonably request to adjustment confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each registration requirements of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsSecurities Act). Each Warrant not exercised during the Exercise Period Period, upon payment of the Exercise Price, 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 A Warrant may be exercised upon surrender to dividends will Parent at its office designated for such purpose (the address of which is set forth in Section 14 hereof) of the Warrant 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 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 Parent of the Exercise Price, 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 Parent. Subject to the provisions of Section 7 hereof, upon such surrender of Warrant Certificates and payment of the Exercise Price, Parent 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 Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants. Such certificates shall contain a legend substantially similar to the legend set forth in Section 5(b). Prior to the exercise of the Warrants, except as otherwise expressly may be specifically provided for herein. The Series A Warrants , (i) no Holder of a Warrant Certificate, as such, shall be exercisable entitled to any of the rights of a holder of Parent Convertible Preferred Stock or Common Stock, including, without limitation, the right to vote at or to receive any notice of any meetings of stockholders; (ii) the consent of any such Holder shall not be required with respect to any action or proceeding of Parent; (iii) no such Holder, by reason of the ownership or possession of a Warrant or the Warrant Certificate representing the same, shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the stockholders of Parent prior to, or for a period (which the “Series A Exercise Period”) commencing on their relevant record date preceded, the date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant; and (iv) no such Holder shall have any right not expressly conferred by the Warrant or Warrant Certificate held by such Holder. In the event that a Warrant Certificate is (i) exercised in connection with 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 Warrant Certificate evidencing the remaining Warrant or following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 4 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”)Parent.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised commencing at any the opening of business on the Exercisability Date and until 5:00 p.m., New York City time or from time to time during the applicable Exercise Period (as defined below) on August 15, 2010, to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares and any other capital stock of the Company issuable upon exercise of the Warrant as provided for in Section 10(a) (and such other consideration"Additional Warrant Shares") which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrant Shares; provided, however, that Holders will be able to exercise their Warrants and only if (bi) the Market Price of a registration statement relating to the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant is effective or (the “Series A Exercise Price”ii) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of Warrantssuch Warrants is exempt from the registration requirements of the Securities Act (and the Company has received such information as the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act). Each Warrant not exercised during the Exercise Period prior to 5:00 p.m., New York City time, on August 15, 2010 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 The "Exercisability Date" shall be the earlier of (i) the second anniversary of the Issue Date and (ii) the date following the sale by the Initial Purchasers of more than 50% of the outstanding Debentures. A Warrant may be exercised upon surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 14 hereof) of the Warrant 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 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 (the "Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as to dividends will Exhibit A as adjusted as herein provided, for the number of Warrant Shares and Additional Warrant Shares, if any, 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 lieu of exercising a Warrant by paying in full the Exercise Price plus transfer taxes (if applicable pursuant to Section 6), if any, the Holder may, from time to time, convert a Warrant, in whole or in part, into a number of shares of Common Stock determined by dividing (a) the aggregate current market price of the number of shares of Common Stock represented by the Warrants converted, minus the aggregate Exercise Price for such shares of Common Stock, minus transfer taxes, if any, by (b) the current market price of one share of Common Stock (a "Cash-Less Exercise"). The current market price shall be determined pursuant to Section 10(f). Subject to the provisions of Section 6 hereof, upon such surrender of Warrant Certificates and payment of the Exercise Price (if such exercise is not a Cash-Less Exercise) the Company shall issue and cause to be delivered with all reasonable dispatch (and in any event within five Business Days after such receipt) to or upon the written order of the Holder and, subject to Section 4, in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares and Additional Warrant Shares, if any, issuable upon the exercise of such Warrants together with cash as provided in Section 11; 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 (k) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrant Certificates and payment of the Exercise Price as aforesaid (if such exercise is not a Cash-Less Exercise), the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of Warrant Shares and Additional Warrant Shares, if any, issuable upon the exercise of such Warrants in the manner described in this sentence together with cash, if any, as provided in Section 11. 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 and Additional Warrant Shares, if any, as of the date of the surrender of such Warrant Certificates and payment of the Exercise Price (if such exercise is not a Cash-Less Exercise). Prior to the exercise of the Warrants, except as otherwise expressly may be specifically provided for herein. The Series A Warrants , (i) no Holder of a Warrant Certificate, as such, shall be exercisable entitled to any of the rights of a holder of Common Stock of the Company, including, without limitation, the right to vote at or to receive any notice of any meetings of stockholders; (ii) the consent of any such Holder shall not be required with respect to any action or proceeding of the Company; (iii) except as provided in Section 10(i), no such Holder, by reason of the ownership or possession of a Warrant or the Warrant Certificate representing the same, shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the stockholders of the Company prior to, or for a period (which the “Series A Exercise Period”) commencing on their relevant record date preceded, the date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant; and (iv) no such Holder shall have any right not expressly conferred by the Warrant or Warrant Certificate held by such Holder. 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 Warrant Certificate is (i) exercised in connection with 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 Warrant Certificate evidencing the remaining Warrant or following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during the applicable Exercise Period period commencing on the date hereof and ending at 5:00 p.m., New York City time, on December 23, 2007 (as defined below) the "Expiration Date"), to receive from --------------- the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during prior to 5:00 p.m., New York time, on the Exercise Period 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, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing on their date of issuance and expiring price at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B which each Warrant shall be exercisable (the "Exercise Price") -------------- shall be equal to $500.00 per share of Class B Preferred Stock. A Warrant may be exercised upon surrender to the extent that Company at its office designated for such purpose of the Warrant Certificate or Certificates to be exercised with the form of election to purchase attached thereto duly filled in and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price share be made, at the election of the Holder, (i) in cash, by certified or official bank check payable to the order of the Company, (ii) by delivering for surrender and cancellation to the Company Warrants with an aggregate Surrender Value, as of the date of such exercise, when taken together with all other exercises equal to the Exercise Price for the Warrants being exercised, or (iii) any combination thereof. For the purposes of Series B Warrants during this paragraph, the twelve "Surrender Value" of any Warrant is equal to the Fair Market Value (12) months immediately preceding such exerciseas defined in the Stockholders' Agreement), would result in more than fifty-percent (50%) as of the aggregate Series B Warrants issued to Investors having been exercised during date of such twelve (12) month periodsurrender, unless of the Warrant Shares issuable upon the exercise of such Series B Warrant, minus the Exercise Price of such Warrant. Subject to the provisions of Section 5 hereof, upon such surrender of Warrant Certificates and payment of the Exercise Price, the Company shall issue and cause to be delivered, as promptly as practicable, to or upon the written order of the Holder and in such name or names as such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants (and such other consideration as may be deliverable upon exercise of such Warrants) together with cash for fractional Warrant Shares as provided in Section 10. The certificate or certificates for such Warrant Shares shall be deemed to have been issued and the person so 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, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable, at the election of the Holder thereof, either in fill or from time to time in part and, in the event that a Warrant Certificate is (i) exercised in connection with 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 following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during until 5:00 p.m., Chicago time, on February 19, 2002 (the applicable Exercise Period (as defined below"EXPIRATION DATE") to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during prior to 5:00 p.m., New York time, on the Exercise Period Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time; PROVIDED that the occurrence of the Expiration Date shall not relieve the Company of any obligation to any Holder which arose pursuant to the terms of this Agreement prior to such date. No adjustments The price at which each Warrant shall be exercisable (the "EXERCISE PRICE") shall initially be $4.50 per share. A Warrant may be exercised upon surrender to the Company at its address set forth on the signature pages hereto of the Warrant Certificate or Warrant Certificates to be exercised with the form of election to purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price may be made, at the option of the applicable Holder, (i) by cash, certified or bank cashier's check or wire transfer, (ii) by surrendering to the Company the number of Warrants which, when exercised, would entitle the Holder thereof to that number of Warrant Shares which is equal to (A) such aggregate Exercise Price divided by (B) the excess of (x) the product of the number of Warrant Shares which may be purchased with one Warrant and the Market Price per share of Common Stock over (y) the Exercise Price, (iii) by surrendering to the Company the number of shares of Common Stock which is equal to (A) such aggregate Exercise Price divided by (B) the Market Price per share of Common Stock or (iv) any combination of the foregoing. Subject to the provisions of Section 6, 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 to dividends will such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants (and such other consideration as may be made deliverable upon exercise of such Warrants) together with, at the sole option of the Company, cash for fractional Warrant Shares as provided in Section 7. Such certificate or certificates shall be deemed to have been issued and the Person so 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, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a 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, except a new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section 5 and of Section 2; PROVIDED, HOWEVER, that the Holder shall be limited to three separate exercises and any partial exercise of a Warrant shall be for a number of Warrant Shares equal to or greater than 33% of the Warrant Shares represented by the Warrant as otherwise expressly provided hereinof the Closing Date. The Series A All Warrant Certificates surrendered upon exercise of Warrants shall be exercisable for a period (canceled and disposed of by the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008Company. The Series B Warrants Company shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date keep copies of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with and any notices given or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise received hereunder available for inspection by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during the applicable Exercise Period (as defined below) prior to April 1, 2006, to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and which such other consideration) which the Holder may at the time be entitled to receive on exercise of all or any part of the Warrants and payment of the Exercise Price then in effect for such Warrant Shares. A Warrant may be exercised upon surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 20) of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase attached thereto properly completed and signed, upon payment to the Company of the Exercise Price 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 check payable to the order of the Company. Upon such surrender of Warrant Certificates and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch (and in any event within five (5) Business Days of such surrender and payment) to or, subject to the provisions of Section 10, upon the written order of the Holder, and in the name of the Holder or the Holder's nominee, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such WarrantsWarrants together with such other property (including cash) and securities as may then be deliverable upon such exercise, less that number of including cash for fractional Warrant Shares equal as provided in Section 16. Such certificate or certificates shall be deemed to have been issued and the quotient Person so named therein shall be deemed to have become a holder of (a) record of such Warrant Shares as of the product date of (i) the Gross Number surrender of such Warrant Certificates and (ii) payment of the Exercise Price (as defined below) then Price. The Warrants shall be exercisable, at the election of the Holders thereof, either in effect for such Warrants and (b) full or from time to time in part, and, in the Market Price event that a Warrant Certificate is exercised in respect of fewer than all of the Warrant Shares on the business day immediately preceding issuable pursuant to such Warrant Certificate at any time prior to the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of Warrants. Each Warrant not exercised during the Exercise Period 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 expiration of the Warrants, except as otherwise expressly provided hereina new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section 11 and of Section 8. The Series A All Warrant Certificates surrendered upon exercise of Warrants shall be exercisable for a period (cancelled and disposed of by the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008Company. The Series B Warrants Company shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date keep copies of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement and any notices received hereunder available for inspection during normal business hours at its office. The Company will furnish, at its expense, copies of this Agreement and all such notices, upon request, to the contrary, until June 9, 2014, no Series B any Holder of any Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”)Certificates.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder Warrant holder shall have the right, which may be exercised at any time or from time to time during the applicable period commencing on September 30, 1999, until 11:59 p.m., New York City time, September 30, 2004 (the "Exercise Period (as defined below) Period"), to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrant Shares. In the alternative, each Warrant holder may exercise his right to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of his Warrants and less that number of Warrant Shares having an aggregate fair market value (bas defined below) at the Market 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 on will be determined in good faith by a majority of the business day immediately preceding Non-Preferred Stock Directors of the Company, as of the date the Warrants are presented for of any such exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each Such determination of the Series A Exercise Price and the Series B Exercise Price Non-Preferred Stock Directors may be referred challenged in good faith by holders of a majority of the Warrants, and any dispute shall be resolved at the Company's cost, by an investment banking firm of recognized national standing selected by the Company and acceptable to herein generically as an “Exercise Price.” For the avoidance of doubtsuch Warrant holders and shall be made in good faith and be conclusive absent manifest error; provided, Warrants may be exercised solely on a net basis however, that in the manner set forth in event that the immediately preceding sentencedetermination by the majority of the Non-Preferred Stock Directors is more than 110% of the price determined by the investment banking firm, and no Investor then the costs incurred by such investment banking firm shall be required, or permitted, to pay any cash in connection with borne by the exercise of WarrantsWarrant holders who challenged such price. Each Warrant not exercised during the Exercise Period on or before 11:59 p.m., New York City time, on September 30, 2004 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, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”).

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during the applicable Exercise Period period commencing on the date hereof and ending at 5:00 p.m., New York City time, on December 17, 2007 (as defined below) the "Expiration Date"), to receive from --------------- the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during prior to 5:00 p.m., New York time, on the Exercise Period 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, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing on their date of issuance and expiring price at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B which each Warrant shall be exercisable (the "Exercise Price") -------------- shall be equal to $500.00 per share of Class B Preferred Stock. A Warrant may be exercised upon surrender to the extent that Company at its office designated for such purpose of the Warrant Certificate or Certificates to be exercised with the form of election to purchase attached thereto duly filled in and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made, at the election of the Holder, (i) in cash, by certified or official bank check payable to the order of the Company, (ii) by delivering for surrender and cancellation to the Company Warrants with an aggregate Surrender Value, as of the date of such exercise, when taken together with all other exercises equal to the Exercise Price for the Warrants being exercised, or (iii) any combination thereof. For the purposes of Series B Warrants during this paragraph, the twelve "Surrender Value" of any Warrant is equal to the Fair Market Value (12) months immediately preceding such exerciseas defined in the Stockholders' Agreement), would result in more than fifty-percent (50%) as of the aggregate Series B Warrants issued to Investors having been exercised during date of such twelve (12) month periodsurrender, unless of the Warrant Shares issuable upon the exercise of such Series B Warrant is (i) in connection with or following a Change Warrant, minus the Exercise Price of Control Event (as defined below) or (ii) pursuant such Warrant. Subject to the exercise by provisions of Section 5 hereof, upon such surrender of Warrant Certificates and payment of the HoldersExercise Price, the Company shall issue and cause to be delivered, as part promptly as practicable, to or upon the written order of the Holder and in such name or names as such Holder may designate a single transaction certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants (and on a single date, such other consideration as may be deliverable upon exercise of all Series B Warrants then outstanding (the “100% Series B such Warrants) together with cash for fractional Warrant Exercise”).Shares as provided in

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised commencing on the date hereof and at any time prior to 5:00 p.m. (New York time) on January 24, 2009 (or from time to time during the applicable Exercise Period (such later date as defined below) provided in this Section 5 hereof), to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of Warrants. Each Warrant not exercised during the Exercise Period shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such timeShares. No adjustments as to dividends will be made upon exercise of the Warrants, except as otherwise expressly provided herein. The Series A Warrants In the event and at any time the stated maturity date of the Notes is extended to a date later than the expiration date then in effect with respect to each Warrant, the expiration date of each Warrant shall be exercisable for a period (the “Series A Exercise Period”) commencing extended to 5:00 p.m. on their such stated maturity date of issuance the Notes. Whenever the expiration date of any Warrant is extended pursuant to this Section 5 hereof, the Company shall provide the notice required by Section 12 and expiring at 5:00 p.m.the request of any Holder (as defined in Section 3 hereof) issue to such Holder, New York timeagainst the surrender of the Warrant Certificate or Certificates then held by such Holder, on June 9a replacement Warrant Certificate or Certificates evidencing the extended expiration date. Notwithstanding any obligation of the Company to issue a replacement Warrant Certificate or Certificates, 2008the expiration date of each Warrant shall be deemed extended regardless of whether any replacement Warrant Certificate or Certificates are issued. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring price at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B which each Warrant shall be exercisable (the "Exercise Price") shall initially be $0.01 per share, subject to adjustment pursuant to the extent that terms hereof. A Warrant may be exercised by surrender to the Company at its office designated for such exercise, when taken together with all other exercises of Series B Warrants during the twelve purpose (12) months immediately preceding such exercise, would result as provided for in more than fifty-percent (50%Section 13 hereof) of the Warrant Certificate or Certificates to be exercised, with the form of election to purchase attached thereto duly filled in and signed, and by payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Series B Warrants issued Exercise Price shall be made by one of the following methods or any combination thereof: (a) by delivering to Investors having been the Company the aggregate Exercise Price in cash or by certified or official bank check payable to the order of the Company, or (b) by deducting from the number of Warrant Shares to be received by the exercising Holder that number of Warrant Shares which has an aggregate Specified Value (as hereinafter defined) on the date of exercise equal to the aggregate Exercise Price for all Warrant Shares as to which the Warrant is then being exercised during ("Net Exercise"). Subject to the provisions of Section 6 hereof, upon such twelve (12) month periodsurrender of Warrant Certificates and payment of the Exercise Price, unless the Company shall issue and cause to be delivered, as promptly as practicable, to or upon the written order of the Holder and in such name or names as such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Series B Warrants (and such other consideration as may be deliverable upon exercise of such Warrants) together with cash for any fractional Warrant Share as provided in Section 11 hereof. The certificate or certificates for such Warrant Shares shall be deemed to have been issued, and the Person so 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, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a Warrant Certificate is (i) exercised in connection with 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 Warrant Certificate evidencing the remaining Warrant or following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder Warrant holder shall have the right, which may be exercised commencing at any time or from time to time during 9:00 a.m., Los Angeles time, on the applicable Exercise first Business Day following the expiration of the Trading Period (as defined below) and ending at 5:00 p.m., Los Angeles time, on the Expiration Date, to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder holder may at the time be entitled to receive upon the exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during prior to 5:00 p.m., Los Angeles time, on the Exercise Period 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. Anything to the contrary contained herein or in any Warrant Certificate notwithstanding, except no Warrant holder may purchase fewer than 10,000 Warrant Shares (such number, as otherwise expressly provided hereinappropriately and equitably adjusted for any stock split or similar transaction) pursuant to any exercise of Warrants or any Warrant Certificate issued or delivered pursuant to this Warrant Agreement. The Series A Warrants shall Warrant may be exercisable exercised upon surrender to the Company at its office designated for a period such purpose (the “Series A Exercise Period”) commencing on their date address of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else which is set forth in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%Section 13 hereof) 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 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 NASD, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Series B Exercise Price shall be made in cash or by certified or official bank check to the order of the Company. Subject to the provisions of this Section 5 and of Sections 2 and 6 hereof, upon such surrender of Warrants issued and payment of the Exercise Price the Company shall issue and cause to Investors having been exercised during be delivered with all reasonable dispatch to or upon the written order of the holder and in such twelve (12) month periodname or names as the Warrant holder may designate, unless a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Series B Warrants together with cash as provided in Section 11; 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 (h) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock shall be made, upon such surrender of Warrant Certificates and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than seven Business Days thereafter, issue and cause to be delivered the full 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 11. 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 Warrant Certificates and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof and subject to the limitations set forth in this Section 5 and in Section 2 hereof, either in full or from time to time in part and, in the event that a Certificate evidencing Warrants is (i) exercised in connection with 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 following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, any notices given or received hereunder available for inspection by the holders during normal business hours at its principal place of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”)business.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during the applicable Exercise Period period commencing on the date hereof and ending at 5:00 p.m., New York City time, on December 23, 2007 (as defined below) the "Expiration Date"), to receive from ---------- ------ the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during prior to 5:00 p.m., New York time, on the Exercise Period 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, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing on their date of issuance and expiring price at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B which each Warrant shall be exercisable (the "Exercise Price") --------------- shall be equal to $458.00 per share of Class B Preferred Stock. A Warrant may be exercised upon surrender to the extent that Company at its office designated for such purpose of the Warrant Certificate or Certificates to be exercised with the form of election to purchase attached thereto duly filled in and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised Payment of the aggregate Exercise Price shall be made, at the election of the Holder, (i) in cash, by certified or official bank check payable to the order of the Company, (ii) by delivering for surrender and cancellation to the Company Warrants with an aggregate Surrender Value, as of the date of such exercise, when taken together with all other exercises equal to the Exercise Price for the Warrants being exercised, or (iii) any combination thereof. For the purposes of Series B Warrants during this paragraph, the twelve "Surrender Value" of any Warrant is equal to the Fair Market Value (12) months immediately preceding such exerciseas defined in the Stockholders' Agreement), would result in more than fifty-percent (50%) as of the aggregate Series B Warrants issued to Investors having been exercised during date of such twelve (12) month periodsurrender, unless of the Warrant Shares issuable upon the exercise of such Series B Warrant, minus the Exercise Price of such Warrant. Subject to the provisions of Section 5 hereof, upon such surrender of Warrant Certificates and payment of the Exercise Price, the Company shall issue and cause to be delivered, as promptly as practicable, to or upon the written order of the Holder and in such name or names as such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants (and such other consideration as may be deliverable upon exercise of such Warrants) together with cash for fractional Warrant Shares as provided in Section 10. The certificate or certificates for such Warrant Shares shall be deemed to have been issued and the person so 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, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a Warrant Certificate is (i) exercised in connection with 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 following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during until 5:00 p.m., New York time, on December 21, 2005 (the applicable Exercise Period (as defined below"Expiration Date") to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during prior to 5:00 p.m., New York time, on the Exercise Period Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time; provided that the occurrence of the Expiration Date shall not relieve the Company of any obligation to any Holder which arose pursuant to the terms of this Agreement prior to such date. No adjustments The price at which each Warrant shall be exercisable (the "Exercise Price") shall initially be $0.20 per share of Common Stock. The Company shall not change the par value of its Common Stock. A Warrant may be exercised upon surrender to the Company at its office designated for such purpose (as provided for in Section 17(b)) of the Warrant Certificate or Certificates to dividends will be made exercised with the form of election to purchase attached thereto duly filled in and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price may be made, at the option of the applicable Holder, (i) by cash, certified or bank cashier's check or wire transfer, (ii) by surrendering to the Company the number of Warrants which, if exercised, would entitle the Holder thereof to that number of Warrant Shares which is equal to (A) such aggregate Exercise Price divided by (B) the excess of (1) the product obtained by multiplying the number of Warrant Shares which may be purchased with one Warrant by the Market Price per share of Common Stock over (2) the Exercise Price, (iii) by surrendering to the Company the number of shares of Common Stock equal to the quotient obtained by dividing (A) such aggregate Exercise Price by (B) the Market Price per share of Common Stock, (iv) by surrendering Notes to the Company in an aggregate principal amount equal to the aggregate Exercise Price, or (v) any combination of the foregoing. Subject to the provisions of Section 6, 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 such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants (and such other consideration as may be deliverable upon exercise of such Warrants) together with, at the sole option of the Company, cash for fractional Warrant Shares as provided in Section 7; provided that, if requested by any Holder in its sole discretion, such Holder shall be entitled to receive, in lieu of any such consideration comprised of securities not constituting shares of Common Stock, the same number of shares or other units of an Equivalent Security (which the Company agrees to use its best efforts to create, including, subject to Section 14(h), amending its Organic Documents). Such certificate or certificates shall be deemed to have been issued and the Person so 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, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a 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, except as otherwise expressly provided hereina new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section 5. The Series A All Warrant Certificates surrendered upon exercise of Warrants shall be exercisable for a period (cancelled and disposed of by the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008Company. The Series B Warrants Company shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date keep copies of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with and any notices given or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise received hereunder available for inspection by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder Warrant holder shall have the right, which may be exercised commencing at any the opening of business on the Second Issue Date and until 5:00 p.m., New York City time or from time to time during on the applicable Exercise Period expiration date (the "Expiration Date") which is set forth in the form of Warrant Certificate attached hereto as defined below) Exhibit A to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during prior to 5:00 p.m., New York City time, on the Exercise Period 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. A Warrant may be exercised upon surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 14 hereof) of the Warrant 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, except as otherwise expressly provided herein. The Series A Warrants which signature shall be exercisable for guaranteed by a period (bank or trust company having an office or correspondent in the “Series A Exercise Period”) commencing on their date United States or a broker or dealer which is a member of issuance and expiring at 5:00 p.m.a registered securities exchange or the National Association of Securities Dealers, New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” andInc., together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement (if such exercise involves a transfer pursuant to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve clause (12) months immediately preceding such exercise, would result in more than fifty-percent (50%1)(w)(III) of the second paragraph of Section 4) the opinion of counsel specified therein, and upon payment to the Company of the exercise price (the "Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Series B Exercise Price shall be made in cash or by certified or official bank check to the order of the Company. In lieu of exercising this Warrant by paying in full the Exercise Price plus transfer taxes (if applicable pursuant to Section 6), if any, the Warrant holder may, from time to time, convert this Warrant, in whole or in part, into a number of shares of Common Stock determined by dividing (a) the aggregate current market price of the number of shares of Common Stock represented by the Warrants issued converted, minus the aggregate Exercise Price for such shares of Common Stock, minus transfer taxes, if any, by (b) the current market price of one share of Common Stock. The current market price shall be determined pursuant to Investors having been exercised during Section 10(f). Subject to the provisions of Section 6 hereof, upon such twelve surrender of Warrant Certificates and payment of the Exercise Price the Company shall issue and cause to be delivered with all reasonable dispatch (12and in any event within 10 Business Days after such receipt) month periodto or upon the written order of the holder and, unless subject to Section 4, in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Series B Warrants together with cash as provided in Section 11; 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 (l) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrant is Certificates and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full 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 11. 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 Warrant Certificates and payment of the Exercise Price. Prior to the exercise of the Warrants, except as may be specifically provided for herein, (i) in connection with no Holder of a Warrant Certificate, as such, shall be entitled to any of the rights of a holder of Common Stock of the Company, including, without limitation, the right to vote at or following a Change to receive any notice of Control Event (as defined below) or any meetings of stockholders; (ii) the consent of any such Holder shall not be required with respect to any action or proceeding of the Company; (iii) except as provided in Section 10(i), no such Holder, by reason of the ownership or possession of a Warrant or the Warrant Certificate representing the same, shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the stockholders of the Company prior to, or for which the relevant record date preceded, the date of the exercise of such Warrant; and (iv) no such Holder shall have any right not expressly conferred by the Warrant or Warrant Certificate held by such Holder. 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 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 Warrant Certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled and disposed of by the Holders, as part Company. the Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during until 5:00 p.m., New York time, on June 30, 2008 (the applicable Exercise Period (as defined below"Expiration Date") to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during prior to 5:00 p.m., New York time, on the Exercise Period Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time; provided that the occurrence of the Expiration Date shall not relieve the Company of any obligation to any Holder which arose pursuant to the terms of this Agreement prior to such date. No adjustments The price at which each Warrant shall be exercisable (as such price may be adjusted from time to dividends will time, in accordance with the terms hereof, the "Exercise Price") shall initially be made $.01 per share. The Common Stock shall have a par value of no greater than $.001 per share. A Warrant may be exercised upon surrender to the Company at its address set forth on the signature pages hereto of the Warrant Certificate or Warrant Certificates to be exercised with the form of election to purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price may be made, at the option of the applicable Holder, (i) by cash, certified or bank cashier's check or wire transfer, (ii) by surrendering to the Company the number of Warrants which, when exercised, would entitle the Holder thereof to that number of Warrant Shares which is equal to (A) such aggregate Exercise Price divided by (B) the excess of (x) the product of the number of Warrant Shares which may be purchased with one Warrant, multiplied by the Market Price per share of Common Stock minus (y) the Exercise Price, (iii) by surrendering to the Company the number of shares of Common Stock which is equal to (A) such aggregate Exercise Price divided by (B) the Market Price per share of Common Stock or (iv) any combination of the foregoing. Subject to the provisions of Section 6, 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 such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants (and such other consideration, if any, as may be deliverable upon exercise of such Warrants) together with, at the sole option of the Company, cash for fractional Warrant Shares as provided in Section 7. Such certificate or certificates shall be deemed to have been issued and the Person so 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, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a 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, except as otherwise expressly provided hereina new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section 5 and of Section 2. The Series A All Warrant Certificates surrendered upon exercise of Warrants shall be exercisable for a period (canceled and disposed of by the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008Company. The Series B Warrants Company shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date keep copies of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to and any notices given or received hereunder available for inspection by the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to Holders during normal business hours at its office designated for the extent that such exercise, when taken together with all other exercises receipt of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with or following a Change of Control Event (as defined below) or (ii) notices pursuant to the exercise by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”Section 17(a).

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder holder of a Warrant shall have the right, which may be exercised at any time after the opening of business on the Transition Date until on or from before 5:00 p.m., New York time to time during on the applicable sixth anniversary of the Casino Opening Date (the "Exercise Period (as defined below) Period"), to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number of Warrant Shares equal Warrants and payment to the quotient Company of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) Warrant Shares. In the Market Price alternative, to the extent the Common Stock is listed on any securities exchange registered under the Exchange Act of 1934, as amended, or quoted on the NASDAQNMS, each holder of a Warrant may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the business day immediately preceding exchange of any funds, such holder of a Warrant receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having a Current Market Price (as defined in Section 12) at the date the Warrants are presented for exercise. The time of exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant equal to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A aggregate Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance that would otherwise have been paid by such holder of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsWarrant Shares. Each Warrant not exercised during prior to 5:00 p.m., New York time, on the Exercise Period sixth anniversary of the Casino Opening 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 A Warrant may be exercised at any time during the Exercise Period upon surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 15 hereof) 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 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 (the "Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A, subject to dividends will adjustment pursuant to Section 11, 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 payable to the order of the Company. Subject to the provisions of Section 7 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 full 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 (f) of Section 11 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of such Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full 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 any time during the Exercise Period, 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, except as otherwise expressly provided hereina new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section 6 and of Section 3 hereof. The Series A All Warrant Certificates surrendered upon exercise of Warrants shall be exercisable for a period (canceled and disposed of by the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008Company. The Series B Warrants Company shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date keep copies of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with and any notices given or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise received hereunder available for inspection by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”)holders during normal business hours at its office.

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 or from time to time during the applicable Exercise Period opening of business on the date hereof and until 5:00 p.m., Los Angeles time, on August 15, 2005 (as defined below) the "Expiration Date"), to receive from --------------- the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder holder may at the time be entitled to receive upon the on exercise of such WarrantsWarrants and payment of the Exercise Price then in effect for such Warrant Shares. 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 shall receive that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having an ---- aggregate current market price (as defined in Section 10(e) below) at the time ------------- of exercise equal to the quotient of (a) the product of (i) the Gross Number and (ii) the aggregate Exercise Price (as defined below) then in effect for that would otherwise have been paid by the holder of such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of Warrants. Each Warrant not exercised during prior to the Exercise Period Expiration Date shall become void void, and all rights thereunder and all rights in respect thereof under this Agreement in respect of Warrants not exercised prior to the Expiration Date shall cease as of the Expiration Date. A Warrant may be exercised upon surrender to the Company at its office designated for such timepurpose (the address of which is set forth in Section 14 ---------- hereof) of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase in or substantially in the form thereof attached thereto duly filled in and signed, and upon payment to the Company of the exercise price (the "Exercise -------- Price") which is $1.20 per share on the date hereof, but which is subject to ----- adjustment as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. No adjustments as to dividends will Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company or by wire transfer, (ii) through the surrender of debt or preferred equity securities of the Company having a principal amount or liquidation preference, as the case may be, equal to the aggregate Exercise Price to be paid (the Company will pay the accrued interest or dividends on such surrendered debt or preferred equity securities in cash at the time of surrender notwithstanding the stated terms thereof), or (iii) in the manner provided in the first paragraph of this Section 5. --------- Subject to the provisions of Section 6 hereof and clause (iv) of the Warrant --------- ----------- Certificate, 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 Warrant Holder and in such name or names as the Warrant Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 11; 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 10 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 two (2) business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence, together with cash in lieu of fractional shares as provided in Section 11. 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, except a new certificate evidencing the remaining Warrant or Warrants (excluding the Warrant Shares, if any, retained by the Company in payment of the Exercise Price as otherwise expressly provided hereinin the first paragraph of this Section 5) will be --------- issued and delivered pursuant to the provisions of this Section 5 and of Section --------- ------- 2 hereof. The Series A - All Warrant Certificates surrendered upon exercise of Warrants shall be exercisable for a period (cancelled and disposed of by the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008Company. The Series B Warrants Company shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date keep copies of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with and any notices given or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise received hereunder available for inspection by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”)holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of ------------------------------ this Agreement, each Holder Warrant holder shall have the right, which may be exercised at any time or from time to time during the applicable period commencing on [Second Anniversary], until 12:00 midnight, New York City time, on [Seventh Anniversary] (the "Exercise Period (as defined below) Period"), to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrant Shares. In the alternative, each Warrant holder may exercise his right to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of his Warrants and less that number of Warrant Shares having an aggregate fair market value (bas defined below) at the Market 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 on will be determined in good faith by a majority of the business day immediately preceding Non-Preferred Stock Directors of the Company, as of the date the Warrants are presented for of any such exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each Such determination of the Series A Exercise Price and the Series B Exercise Price Non-Preferred Stock Directors may be referred challenged in good faith by holders of a majority of the Warrants, and any dispute shall be resolved at the Company's cost, by an investment banking firm of recognized national standing selected by the Company and acceptable to herein generically as an “Exercise Price.” For the avoidance of doubtsuch Warrant holders and shall be made in good faith and be conclusive absent manifest error; provided, Warrants may be exercised solely on a net basis however, that in the manner set forth in event that the immediately preceding sentence-------- ------- determination by the majority of the Non-Preferred Stock Directors is more than 110% of the price determined by the investment banking firm, and no Investor then the costs incurred by such investment banking firm shall be required, or permitted, to pay any cash in connection with borne by the exercise of WarrantsWarrant holders who challenged such price. Each Warrant not exercised during the Exercise Period prior to 12:00 midnight, New York City time, on [Seventh Anniversary] 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, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”).

Warrants; Exercise of Warrants. Subject to the terms of ------------------------------ this Agreement, each Holder Warrant holder shall have the right, which may be exercised at any time or from time to time during the applicable period commencing on the date hereof until 5:00 p.m., Eastern Time on _________, 2001 [NOTE: THE FIFTH ANNIVERSARY OF THE CLOSING DATE] (the "Exercise Period (as defined below) ---- Period"), to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrant Shares. In the alternative, each Warrant 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 Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants and less that number of Warrant Shares having an aggregate fair market value (bas defined below) at the Market 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 on will be determined in good faith by the business day immediately preceding Board of Directors (by a majority of the directors not elected by the holders of the Cumulative Convertible Preferred Stock of the Company, voting as a separate class ("Non- Preferred Stock Directors)), as of the date the Warrants are presented for of any such exercise. The exercise price for each Series A Such determination may be challenged in good faith by holders of a majority of the Warrants, and any dispute shall be resolved at the Company's cost, by determination of an investment banking firm of recognized national standing selected by the Company and acceptable to such Warrant (holder, which shall be made in good faith and be conclusive about manifest error; provided, however, -------- ------- that in the “Series A Exercise Price”) shall initially be $18.36 per shareevent that the determination by the investment banking firm deviates from the Company's determination by no more than 5%, subject to adjustment pursuant then the cost to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each Company of the Series A Exercise Price and retention of the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor investment banking firm shall be required, or permitted, to pay any cash in connection with borne by the exercise of WarrantsWarrant holders challenging the Company's determination. Each Warrant not exercised during the Exercise Period prior to 5:00 p.m., Eastern Standard Time, on _________, 2001 [NOTE: ---- THE FIFTH ANNIVERSARY OF THE CLOSING 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, except as otherwise expressly provided herein. The Series A Warrants shall Warrant may be exercisable exercised upon surrender to the Company at its office designated for a period such purpose (the “Series A Exercise Period”) commencing on their date address of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else which is set forth in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%Section 14 hereof) 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, and upon payment to the Company of the exercise price (the "Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Series B Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company or (ii) in the manner provided in the first paragraph of this Section 5. Subject to the provisions of Section 6 hereof, upon such surrender of Warrants issued and payment of the Exercise Price, the Company shall issue and cause to Investors having been exercised during be delivered with all reasonable dispatch to or upon the written order of the holder and in such twelve (12) month periodname or names as the Warrant holder may designate, unless a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Series B Warrants together with cash as provided in Section 11; 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 10(o) 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 two business days thereafter, issue and cause to be delivered the full 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 11. 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 (i) exercised in connection with 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 following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered by the Company and at its expense pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during the applicable Exercise Period period commencing on the date hereof and ending at 5:00 p.m., New York City time, on the later of (i) June 30, 2000 or (ii) the date which is one year after the effective date of a Qualified Public Offering (as defined below) in the Stockholders' Agreement (the "Expiration Date"), to receive from the Company, that Company the --------------- number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during prior to 5:00 p.m., New York time, on the Exercise Period 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, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing on their date of issuance and expiring price at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B which each Warrant shall be exercisable (the "Exercise Price") -------------- shall be equal to $10.00 per share of Class B Common Stock. A Warrant may be exercised upon surrender to the extent that Company at its office designated for such purpose of the Warrant Certificate or Certificates to be exercised with the form of election to purchase attached thereto duly filled in and signed, and upon payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made, at the election of the Holder, (i) in cash, by certified or official bank check payable to the order of the Company, (ii) by delivering for surrender and cancellation to the Company Warrants with an aggregate Surrender Value (as hereinafter defined), as of the date of such exercise, when taken together with all other exercises equal to the Exercise Price for the Warrants being exercised, or (iii) any combination thereof. For the purposes of Series B Warrants during this paragraph, the twelve "Surrender Value" of any Warrant is equal to the Fair Market Value (12) months immediately preceding such exerciseas defined in the Stockholders' Agreement), would result in more than fifty-percent (50%) as of the aggregate Series B Warrants issued to Investors having been exercised during date of such twelve (12) month periodsurrender, unless of the Warrant Shares issuable upon the exercise of such Series B Warrant, minus the Exercise Price of such Warrant. Subject to the provisions of Section 5 hereof, upon such surrender of Warrant Certificates and payment of the Exercise Price, the Company shall issue and cause to be delivered, as promptly as practicable, to or upon the written order of the Holder and in such name or names as such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants (and such other consideration as may be deliverable upon exercise of such Warrants) together with cash for fractional Warrant Shares as provided in Section 9. The certificate or certificates for such Warrant Shares shall be deemed to have been issued and the person so 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, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a Warrant Certificate is (i) exercised in connection with 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 following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of ------------------------------ this Agreement, each Holder Warrant holder shall have the right, which may be exercised at any time or from time to time during the applicable period commencing on September 30, 1999, until 11:59 p.m., New York City time, September 30, 2004 (the "Exercise Period (as defined below) Period"), to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrants and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrant Shares. In the alternative, each Warrant holder may exercise his right to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of his Warrants and less that number of Warrant Shares having an aggregate fair market value (bas defined below) at the Market 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 on will be determined in good faith by a majority of the business day immediately preceding Non-Preferred Stock Directors of the Company, as of the date the Warrants are presented for of any such exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each Such determination of the Series A Exercise Price and the Series B Exercise Price Non-Preferred Stock Directors may be referred challenged in good faith by holders of a majority of the Warrants, and any dispute shall be resolved at the Company's cost, by an investment banking firm of recognized national standing selected by the Company and acceptable to herein generically as an “Exercise Price.” For the avoidance of doubtsuch Warrant holders and shall be made in good faith and be conclusive absent manifest error; provided, Warrants may be exercised solely on a net basis however, that in the manner set forth in event that the immediately preceding sentence-------- ------- determination by the majority of the Non-Preferred Stock Directors is more than 110% of the price determined by the investment banking firm, and no Investor then the costs incurred by such investment banking firm shall be required, or permitted, to pay any cash in connection with borne by the exercise of WarrantsWarrant holders who challenged such price. Each Warrant not exercised during the Exercise Period on or before 11:59 p.m., New York City time, on September 30, 2004 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, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) of the aggregate Series B Warrants issued to Investors having been exercised during such twelve (12) month period, unless the exercise of such Series B Warrant is (i) in connection with or following a Change of Control Event (as defined below) or (ii) pursuant to the exercise by the Holders, as part of a single transaction and on a single date, of all Series B Warrants then outstanding (the “100% Series B Warrant Exercise”).

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during the applicable Exercise Period (as defined below) to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the exercise of such Warrants and payment of the Series A Exercise Price or Series B Exercise Price, as applicable, then in effect for such Warrant Shares. In the alternative, each Holder of Series B Warrants (but not Series A Warrants) may exercise its right, during the Series B 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 (and such other consideration) otherwise issuable (or payable) upon exercise of its Series B Warrants less that number of Warrant Shares having an aggregate Current Market Value (as defined in Section 9) at the time of exercise equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the aggregate Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For that would otherwise have been paid by the avoidance of doubt, Warrants may be exercised solely on a net basis in Holder for the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsWarrant Shares. Each Warrant not exercised during the Exercise Period 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, except as otherwise expressly provided herein. The period during which the Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing shall commence on their the date of issuance hereof and expiring expire at 5:00 p.m., New York time, on June 9, 2008; provided, however, that if at any time or from time to time, for any reason, whether as a result of any action or inaction by the Company, any Investor or Investors or any other person, the current exercisability of any Series A Warrants would, but for this paragraph, result in a Change of Control Event as defined under the indenture dated as of January 29, 2002 (“Indenture”) governing the Company’s 8 ¾% Senior Subordinated Notes due 2012 (“2012 Notes”) (a “Control Trigger Event”), (including, without limitation, because an Investor or Investors, or any other “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) that is an Affiliate of, or a member of a group with, any of the Investors (an “Investor Group Member”) would become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a majority of the voting power of the Voting Stock (as defined in the Indenture) of the Company (any such person or group, a “Controlling Holder”), then that number of Series A Warrants (the “Affected Series A Warrants,” which number of Affected Series A Warrants shall be apportioned among the Investor Group Members in the sole and absolute discretion of the Investors’ Representative) the exercisability of which would, but for this paragraph, result in such Change of Control Event shall, automatically (without any action on the part of any person) and immediately prior to the occurrence of such Control Trigger Event, cease to be exercisable, and shall only become exercisable 61 days after the date on which any Holder sends written notice to the Company of its intent to exercise any such Affected Series A Warrants (an “Affected Warrant Exercise”); provided, further, that the number of Affected Series A Warrants shall increase automatically and immediately prior to the occurrence of any subsequent Control Trigger Event that would result in such a Change of Control Event, and decrease automatically and immediately after the occurrence of any other action, inaction, event, circumstance or other condition that has the effect of decreasing the number of Series A Warrants the current exercisability of which would result in such a Change of Control Event, so that the number of Affected Series A Warrants shall at all times prior to any Affected Warrant Exercise equal only that number of Series A Warrants the current exercisability of which would result in such a Change of Control Event. The period during which the Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing shall (A) commence on their the first to occur of (i) such time as none of the Company’s 2012 Notes remain outstanding or such time as the Series B Warrants may become exercisable without obligating the Company to make a Change of Control Offer as defined under the Indenture; (ii) 61 days after the date on which any Holder sends written notice to the Company of issuance its intent to exercise such Warrants, if, on or prior to the date on which such notice is sent, the closing price per share of the Common Stock as quoted on the Nasdaq National Market equals or exceeds the per share exercise price of the Series B Warrants, as adjusted from time to time; or (iii) upon the occurrence of any event constituting a Change of Control Event as defined in the Indenture and expiring (B) expire at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding The price at which each Series A Warrant shall be exercisable (the foregoing or anything else in this Agreement “Series A Exercise Price”) shall initially be $8.50 per share, subject to adjustment pursuant to the contrary, until June 9, 2014, no terms hereof. The price at which each Series B Warrant shall be exercisable (the “Series B Exercise Price”) shall initially be $15.00 per share, subject to adjustment pursuant to the extent that such exercise, when taken together with all other exercises of Series B Warrants during terms hereof. A Warrant may be exercised upon surrender to the twelve Company (12) months immediately preceding such exercise, would result at its office address set forth in more than fifty-percent (50%Section 12 hereof) of the Warrant Certificate or Certificates to be exercised with the form of election to purchase attached thereto duly filled in and signed, and upon payment to the Company of the Exercise Price 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 payable to the order of the Company or by wire transfer of immediately available funds to an account designated by the Company, or, with respect to the Series B Warrants issued Warrants, in the manner provided in the first paragraph of this Section 5. Subject to Investors having been exercised during the provisions of Section 6 hereof, upon such twelve (12) month periodsurrender of Warrant Certificates and payment of the Exercise Price, unless 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 such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Series B Warrants (and such other consideration as may be deliverable upon exercise of such Warrants) together with cash for fractional Warrant Shares as provided in Section 10. Such certificate or certificates shall be deemed to have been issued and the person so 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 Warrant Certificates and payment of the Exercise Price, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable during the Exercise Period, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a Warrant is (i) exercised in connection with 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 following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of ------------------------------ this Agreement, each Holder Warrant holder shall have the right, which may be exercised commencing at any the opening of business on May 2, 2000 and until 5:00 p.m., New York City time or from time to time during on August 2, 2004 (the applicable Exercise Period (as defined below) "Expiration Date"), to receive from the Company, that --------------- Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which that the Holder holder may at the time be entitled to receive upon the on exercise of such Warrants, less that number Warrant and payment of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsShares. Each Warrant not exercised during prior to 5:00 p.m., New York City time, on the Exercise Period 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. A Warrant may be exercised upon surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 14 hereof) 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, except 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 otherwise expressly provided hereinadjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. The Series A Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company, (ii) through the surrender of debt or preferred equity securities of the Company having a principal amount or liquidation preference, as the case may be, equal to the aggregate Exercise Price to be paid (the Company will pay the accrued interest or dividends on such surrendered debt or preferred equity securities in cash at the time of surrender notwithstanding the stated terms thereof), (iii) by tendering Warrants having a fair market value equal to the Exercise Price or (iv) with any combination of (i), (ii) or (iii). For purpose of clause (iii) above, the fair market value of the Warrants shall be exercisable for a period determined as follows: (the “Series A Exercise Period”A) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that the Common Stock is publicly traded and listed on the Nasdaq National Securities Market or a national securities exchange, the fair market value shall be equal to the difference between (1) the Quoted Price of the Common Stock on the date of exercise and (2) the Exercise Price; 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 Warrant as determined in good faith by the Board of Directors of the Company pursuant to Section 10(n). Subject to the provisions of Section 6 hereof, upon such exercise, when taken together surrender of Warrants and payment of the Exercise Price the Company shall issue and cause to be delivered with all other exercises of Series B Warrants during reasonable dispatch to or upon the twelve (12) months immediately preceding such exercise, would result in more than fifty-percent (50%) written order of the aggregate Series B Warrants issued to Investors having been exercised during holder and in such twelve (12) month periodname or names as the Warrant holder may designate, unless a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Series B Warrants together with cash as provided in Section 11; 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 (m) of Section 10 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 two Business Days thereafter, issue and cause to be delivered the full 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 11. 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 (i) exercised in connection with 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 following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. Notwithstanding the foregoing, the holders of the Warrants may not effect a partial exercise of the Warrants for less than 1,000 Warrant Shares. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)holders during normal business hours at its office.

Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during the applicable Exercise Period (as defined below) to receive from the Company, that Company the number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the exercise of such Warrants and payment of the Series A Exercise Price or Series B Exercise Price, as applicable, then in effect for such Warrant Shares. In the alternative, each Holder of Series B Warrants (but not Series A Warrants) may exercise its right, during the Series B 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 (and such other consideration) otherwise issuable (or payable) upon exercise of its Series B Warrants less that number of Warrant Shares having an aggregate Current Market Value (as defined in Section 9) at the time of exercise equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the aggregate Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For that would otherwise have been paid by the avoidance of doubt, Warrants may be exercised solely on a net basis in Holder for the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of WarrantsWarrant Shares. Each Warrant not exercised during the Exercise Period 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, except as otherwise expressly provided herein. The period during which the Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing shall commence on their the date of issuance hereof and expiring expire at 5:00 p.m., New York time, on June 9, 2008; provided, however, that if at any time or from time to time, for any reason, whether as a result of any action or inaction by the Company, any Investor or Investors or any other person, the current exercisability of any Series A Warrants would, but for this paragraph, result in a Change of Control Event as defined under the indenture dated as of January 29, 2002 (“Indenture”) governing the Company’s 8 ¾% Senior Subordinated Notes due 2012 (“2012 Notes”) (a “Control Trigger Event”), (including, without limitation, because an Investor or Investors, or any other “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) that is an Affiliate of, or a member of a group with, any of the Investors (an “Investor Group Member”) would become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a majority of the voting power of the Voting Stock (as defined in the Indenture) of the Company (any such person or group, a “Controlling Holder”), then that number of Series A Warrants (the “Affected Series A Warrants,” which number of Affected Series A Warrants shall be apportioned among the Investor Group Members in the sole and absolute discretion of the Investors’ Representative) the exercisability of which would, but for this paragraph, result in such Change of Control Event shall, automatically (without any action on the part of any person) and immediately prior to the occurrence of such Control Trigger Event, cease to be exercisable, and shall only become exercisable 61 days after the date on which any Holder sends written notice to the Company of its intent to exercise any such Affected Series A Warrants (an “Affected Warrant Exercise”); provided, further, that the number of Affected Series A Warrants shall increase automatically and immediately prior to the occurrence of any subsequent Control Trigger Event that would result in such a Change of Control Event, and decrease automatically and immediately after the occurrence of any other action, inaction, event, circumstance or other condition that has the effect of decreasing the number of Series A Warrants the current exercisability of which would result in such a Change of Control Event, so that the number of Affected Series A Warrants shall at all times prior to any Affected Warrant Exercise equal only that number of Series A Warrants the current exercisability of which would result in such a Change of Control Event. The period during which the Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing shall (A) commence on their the first to occur of (i) such time as none of the Company’s 2012 Notes remain outstanding or such time as the Series B Warrants may become exercisable without obligating the Company to make a Change of Control Offer as defined under the Indenture; (ii) 61 days after the date on which any Holder sends written notice to the Company of issuance its intent to exercise such Warrants, if, on or prior to the date on which such notice is sent, the closing price per share of the Common Stock as quoted on the Nasdaq National Market equals or exceeds the per share exercise price of the Series B Warrants, as adjusted from time to time; or (iii) upon the occurrence of any event constituting a Change of Control Event as defined in the Indenture and expiring (B) expire at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding The price at which each Series A Warrant shall be exercisable (the foregoing or anything else in this Agreement “Series A Exercise Price”) shall initially be $8.50 per share, subject to adjustment pursuant to the contrary, until June 9, 2014, no terms hereof. The price at which each Series B Warrant shall be exercisable (the “Series B Exercise Price”) shall initially be $15.00 per share, subject to adjustment pursuant to the extent that such exercise, when taken together with all other exercises of Series B Warrants during terms hereof. A Warrant may be exercised upon surrender to the twelve Company (12) months immediately preceding such exercise, would result at its office address set forth in more than fifty-percent (50%Section 12 hereof) of the Warrant Certificate or Certificates to be exercised with the form of election to purchase attached thereto duly filled in and signed, and upon payment to the Company of the Exercise Price 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 payable to the order of the Company or by wire transfer of immediately available funds to an account designated by the Company, or, with respect to the Series B Warrants issued Warrants, in the manner provided in the first paragraph of this Section 5. Subject to Investors having been exercised during the provisions of Section 6 hereof, upon such twelve (12) month periodsurrender of Warrant Certificates and payment of the Exercise Price, unless 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 such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Series B Warrants (and such other consideration as may be deliverable upon exercise of such Warrants) together with cash for fractional Warrant Shares as provided in Section 10. Such certificate or certificates shall be deemed to have been issued and the person so 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 Warrant Certificates and payment of the Exercise Price, irrespective of the date of delivery of such certificate or certificates for Warrant Shares. Each Warrant shall be exercisable during the Exercise Period, at the election of the Holder thereof, either in full or from time to time in part and, in the event that a Warrant is (i) exercised in connection with 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 following a Change of Control Event (as defined below) or (ii) Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled and disposed of by the Holders, as part Company. The Company shall keep copies of a single transaction this Agreement and on a single date, of all Series B Warrants then outstanding (any notices given or received hereunder available for inspection by the “100% Series B Warrant Exercise”)Holders during normal business hours at its office.