Common use of Warrants Clause in Contracts

Warrants. (a) In accordance with the terms of the ESJ Exchange Agreement dated as of June 5, 1992 among the ESJ Entities, TPC Holding Corp. and the Company and the warrant certificates issued thereunder (the "Warrant Certificates"), all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS") (other than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall be canceled and extinguished at the Effective Time, with no payment being made with respect to such ESJ Warrants) shall, following the Effective Time, be exercisable only for an amount of cash equal to the Offer Price and the holders of such ESJ Warrants shall be entitled to receive, upon surrender to the Paying Agent of the warrant certificates for cancellation, cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time (i) the ESJ Warrants shall represent only the right to receive the Warrant Consideration in lieu of Shares issuable upon exercise thereof, (ii) all warrant agreements shall be terminated and cancelled and (iii) no party to such warrant agreements shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective subsidiaries. (b) In accordance with the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants by the holders thereof. The Company agrees to use its best efforts to (i) obtain, prior to the Effective Time, consents or waivers from each Bank whereby such Bank agrees to receive the Warrant Consideration in lieu of Shares issuable upon the exercise of the Bank Warrants and (ii) ensure that following the Effective Times (x) the Bank Warrants shall represent only the right to receive cash in an amount equal to the per share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to the product of (i) the number of Shares issuable upon exercise of such Warrant and (ii) the difference between the Offer Price and the per Share exercise price per Warrant, without interest, which amount shall be paid from and after the Effective Time.

Warrants. (a) In accordance with the terms of the ESJ Exchange Agreement dated as of June 5Subject to Section 5.3, 1992 among the ESJ Entities, TPC Holding Corp. and the Company and the warrant certificates issued thereunder (the "Warrant Certificates"), all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS") (other than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall be canceled and extinguished at the Effective Time, with no payment being made with respect each -------- ----------- holder of a then-outstanding warrant to purchase shares of Common Stock under any agreement or arrangement between such ESJ Warrantsholder and the Company (collectively, the "Warrant Agreements") shall(true and correct copies of which have been provided ------------------ to Purchaser by the Company), following the Effective Time, be exercisable only for an amount of cash equal to the Offer Price extent then exercisable (individually, a "Warrant" and collectively, the holders of such ESJ Warrants "Warrants"), shall be entitled cancelled and shall ------- -------- automatically be converted into the right to receive, upon surrender at the Effective Time (subject to the Paying Agent of the warrant certificates for cancellationany applicable withholding tax), cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time (i) the ESJ Warrants shall represent only the right to receive the Warrant Consideration in lieu of Shares issuable upon exercise thereofexcess, (ii) all warrant agreements shall be terminated and cancelled and (iii) no party to such warrant agreements shall have the right to acquire any capital stock of the Companyif any, Parent, the Surviving Corporation or any of their respective subsidiaries. (b) In accordance with the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants by the holders thereof. The Company agrees to use its best efforts to (i) obtain, prior to the Effective Time, consents or waivers from each Bank whereby such Bank agrees to receive the Warrant Consideration in lieu of Shares issuable upon the exercise of the Bank Warrants and (ii) ensure that following the Effective Times (x) the Bank Warrants shall represent only the right to receive cash in an amount equal to the per share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to the product of (i) the number of Shares issuable upon exercise of such Warrant and Merger Consideration over (ii) the difference between per share exercise price of such Warrant (such amount being hereinafter referred to as the Offer Price "Warrant ------- Consideration") and thereupon each Warrant shall terminate and each holder ------------- thereof shall have no further rights to any Common Stock with respect thereto. In addition, any such Warrants which are not exercisable at the Effective Time shall be cancelled and each holder thereof shall have no further rights to any Common Stock with respect thereto. Payment for Warrants shall be made by the Company, subject to the terms and conditions of this Agreement and the per Share exercise price per provisions of the applicable Warrant Agreement, as soon as practicable after consummation of the Merger. The surrender of a Warrant to the Company in exchange for the Warrant Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Warrant, without interest, which amount . All amounts payable pursuant to this Section 5.2(e) shall be subject to any required -------------- withholding of taxes and shall be paid from and after the Effective Timewithout interest.

Warrants. (a) In accordance with the terms By virtue of the ESJ Exchange Agreement dated as Merger, each outstanding warrant to purchase shares of June 5, 1992 among the ESJ Entities, TPC Holding Corp. and the Company and the warrant certificates issued thereunder (the "Warrant Certificates"), all Stock that is outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS") (other than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall be canceled and extinguished at the Effective Time, with no payment being made with respect to such ESJ Warrants) shall, following the Effective Time, be exercisable only for an amount of cash equal to the Offer Price and the holders of such ESJ Warrants shall be entitled to receive, upon surrender to the Paying Agent of the warrant certificates for cancellation, cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time (i) the ESJ Warrants shall represent only the right to receive the Warrant Consideration in lieu of Shares issuable upon exercise thereof, (ii) all warrant agreements shall be terminated and cancelled and (iii) no party to such warrant agreements shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective subsidiaries. (b) In accordance with the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants by the holders thereof. The Company agrees to use its best efforts to (i) obtain, immediately prior to the Effective Time, consents whether or waivers from each Bank whereby such Bank agrees not then exercisable or vested (a “Warrant”) shall become fully vested and exercisable immediately prior to, and then shall be canceled at, the Effective Time, and the holder thereof shall, subject to Section 2.08, be entitled to receive the Warrant Consideration in lieu of Shares issuable upon the exercise of the Bank Warrants and (ii) ensure that following the Effective Times (x) the Bank Warrants shall represent only the right to receive cash in an amount equal to the per share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, from the Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" and Parent shall mean an cause the Surviving Corporation to pay to such holders), except as otherwise provided for in the written consent contemplated by Section 6.09(b), a one-time amount per Warrant in cash equal to the product of (ix) the number excess, if any, of Shares issuable upon exercise of such Warrant and (ii1) the difference between Merger Consideration over (2) the Offer Price and the per Share exercise price per Warrantshare of Company Stock subject to such Warrants, without interestwith the aggregate amount of such payment rounded up to the nearest cent, which amount and (y) the total number of shares of Company Stock subject to such fully vested and exercisable Warrants as in effect immediately prior to the Effective Time (the “Warrant Consideration”). The Warrant Consideration shall be paid from and in a lump sum as promptly as practicable after the Effective Time (but no later than ten (10) Business Days after the Effective Time to the extent that a holder of a Warrant has provided to the Company the written consent contemplated by Section 6.09(b) and to the extent reasonably practicable with respect to all other holders). In the event that the exercise price per share of any Warrant is equal to or greater than the Merger Consideration, such Warrant shall be cancelled, as of the Effective Time, without consideration or other payment thereon and shall have no further force or effect. As of the Effective Time, all Warrants shall no longer be outstanding and shall automatically cease to exist, and each holder of a Warrant shall cease to have any rights with respect thereto, except for the right to receive Merger Consideration, as applicable, as provided in this Section 2.05.

Warrants. (a) In accordance with the terms of the ESJ Exchange Agreement dated as of June 5, 1992 among the ESJ Entities, TPC Holding Corp. and the Company and the warrant certificates issued thereunder (the "Warrant Certificates"), all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS") (other than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall be canceled and extinguished at the Effective Time, with no payment being made with respect to such ESJ Warrants) shall, following the Effective Time, be exercisable only for an amount of cash equal to the Offer Price and the holders of such ESJ Warrants shall be entitled to receive, upon surrender to the Paying Agent of the warrant certificates for cancellation, cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure provide that following at the Effective Time (i) the ESJ Warrants shall represent only the right to receive the each Series A Warrant Consideration in lieu of Shares issuable upon exercise thereofthat is outstanding, (ii) all warrant agreements shall be terminated unexercised and cancelled and (iii) no party to such warrant agreements shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective subsidiaries. (b) In accordance with the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants by the holders thereof. The Company agrees to use its best efforts to (i) obtain, unexpired immediately prior to the Effective Time, consents or waivers from each Bank whereby such Bank agrees to receive the Warrant Consideration shall be accelerated in lieu of Shares issuable upon the exercise of the Bank Warrants full, cancelled and (ii) ensure that following the Effective Times (x) the Bank Warrants shall converted into and represent only the right to receive cash (A) an amount in cash, without interest, equal to the Series A Per Share Closing Amount, minus the exercise price per share attributable to such Series A Warrant, plus (B) the contingent right to receive, in accordance with Section 1.7 hereof, an amount equal to the per share Offer Price less $.01 per sharePro Rata Initial Order Cash Consideration (if any), plus (yC) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the contingent right to acquire any capital stock of the Companyreceive, Parentin accordance with Section 1.8 hereof, the Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to the Pro Rata Performance Amount (if any), plus (D) an amount in cash, without interest, equal to the product of (ix) the number Pro Rata Share multiplied by (y) any proceeds or distributions of Shares issuable upon exercise of such Warrant the Escrow Amount (if, when and to the extent distributed to the Participating Holders pursuant to the terms herein), plus (iiE) the difference between the Offer Price and the per Share exercise price per Warrantan amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) the Post-Closing Adjustment (if, when and to the extent distributed to the Participating Holders pursuant to the terms herein); provided, however, that, notwithstanding anything in this Agreement to the contrary, upon allocation of Merger Consideration (including, for the avoidance of doubt, the Pro Rata Share of the Escrow Amount and the Post-Closing Adjustment, as applicable, initially allocable to each share of Series A Preferred Stock for which amount such Series A Warrant shall be deemed to be exercised, whether or not actually distributed to the Participating Holders) in the aggregate equal to $21.00 per share of Series A Preferred Stock for which such Series A Warrant shall be deemed to be exercised, no holder of shares of Series A Preferred Stock may receive any further distributions in respect of such shares (the “Warrant Overflow Funds”); provided, further, that any Warrant Overflow Funds resulting from the application of the immediately preceding proviso shall be distributed in accordance with Section 1.6(b)(ii) above. Any amount paid from and after the Effective Timepursuant to this Section 1.10 in respect of Series A Warrants shall be subject to any applicable Taxes required to be withheld with respect to such payment.

Warrants. (a) In accordance with the terms of the ESJ Exchange Agreement dated as of June 5, 1992 among the ESJ Entities, TPC Holding Corp. and the Company and the warrant certificates issued thereunder (the "Warrant Certificates"), all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS") (other Not later than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall be canceled and extinguished at 30 days prior to the Effective Time, with no payment being made with respect the Company will send a notice to such ESJ Warrants) shall, following the Effective Time, be exercisable only for an amount of cash equal to the Offer Price and the holders of outstanding warrants to purchase shares of Company Common Stock (the "Company Warrants"): (i) specifying that such ESJ warrants will not be assumed in connection with the Merger, and (ii) specifying that any Company Warrants shall be entitled to receive, upon surrender to the Paying Agent outstanding as of the warrant certificates for cancellation, cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time (i) the ESJ Warrants shall will thereafter represent only the right to receive the consideration, if any, specified in this Section 3.6(a) in accordance with this Agreement. At the Effective Time, each Company Warrant outstanding immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into, and represent only, the right to receive (net of applicable withholding taxes), upon delivery thereof to the Company, an amount in cash equal to the excess, if any, of (i) the product of the Merger Consideration in lieu multiplied by the number of Shares shares of Company Common Stock issuable upon exercise thereof, of such Company Warrant immediately prior to the Effective Time over (ii) all warrant agreements shall be terminated and cancelled and (iii) no party to such warrant agreements shall have the right to acquire any capital stock aggregate exercise price of the Company, Parent, the Surviving Corporation or any those shares of their respective subsidiaries. (b) In accordance with the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) Common Stock issuable upon the exercise of the ESJ Warrants by the holders thereof. The such Company agrees to use its best efforts to (i) obtain, Warrant immediately prior to the Effective Time. The aggregate amount payable with respect to each such Company Warrant pursuant to this Section 3.6(a) will hereinafter be referred to as the "Warrant Cash-Out Amount." (b) Promptly following the Effective Time, consents or waivers from the Surviving Corporation will cause the Paying Agent to mail to each Bank whereby such Bank agrees holder (as of immediately prior to the Effective Time) of a Company Warrant which was converted into the right to receive the Warrant Consideration Cash-Out Amount pursuant to Section 3.6(a) hereof, (i) a letter of transmittal (which will be in lieu of Shares issuable upon such form and have such other provisions as the exercise of the Bank Warrants Surviving Corporation may reasonably specify), and (ii) ensure that following instructions for use in receiving the Effective Times (x) Warrant Cash-Out Amount payable in respect of such Company Warrants pursuant to this Section 3.6. Upon the Bank Warrants shall represent only delivery of such letter of transmittal by or on behalf of a holder of a Company Warrant, duly completed and validly executed in accordance with the right instructions thereto, together with the documentation representing the Company Warrant surrendered thereby, to the Paying Agent, such holder of a Company Warrant will be entitled to receive cash the Warrant Cash-Out Amount payable to it in an amount equal to the per share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to the product of (i) the number of Shares issuable upon exercise respect of such Company Warrant and (ii) the difference between the Offer Price and the per Share exercise price per Warrant, without interest, which amount shall be paid from and after the Effective Timepursuant to Section 3.6.

Warrants. (ai) In accordance with Prior to the terms of the ESJ Exchange Agreement dated as of June 5Closing, 1992 among the ESJ Entities, TPC Holding Corp. and the Company and the warrant certificates issued thereunder shall take such actions necessary or desirable to provide that (the "A) each Warrant Certificates"), all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS") (other than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants that is not an In-the-Money Warrant shall be canceled cancelled, terminated and extinguished without any consideration paid therefor at the Effective Time, (B) each In-the- Money Warrant shall be cancelled, terminated and extinguished at the Effective Time, with no payment being made with respect to such ESJ Warrants) shall, following the Effective Time, be exercisable only Time in exchange for an amount of cash equal to the Offer Price and the holders of such ESJ Warrants shall be entitled to receive, upon surrender to the Paying Agent of the warrant certificates for cancellation, cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time (i) the ESJ Warrants shall represent only the right to receive the Warrant Consideration consideration set forth in lieu of Shares issuable upon exercise thereofthis Section 2.03(b) and in Section 3.06(c), (iiSection 3.06(d) all warrant agreements shall be terminated and cancelled Section 10.01(g). Pursuant to the terms and (iii) no party subject to such warrant agreements shall have the right to acquire any capital stock conditions set forth herein, by virtue of the CompanyMerger, Parent, the Surviving Corporation or any of their respective subsidiaries. (b) In accordance with the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants by the holders thereof. The Company agrees to use its best efforts to (i) obtain, prior to at the Effective Time, consents or waivers from each Bank whereby such Bank agrees to receive the In-the-Money Warrant Consideration in lieu of Shares issuable upon the exercise of the Bank Warrants shall be cancelled and (ii) ensure that following the Effective Times (x) the Bank Warrants shall represent only exchanged for the right to receive cash in receive, subject to applicable Tax withholdings, an amount equal to the per share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant in cash equal to the product of (ix) the aggregate number of Shares issuable upon shares of Common Stock underlying such Warrant immediately prior to the Closing, multiplied by (y) the difference of (I) the Common Stock Per Share Amount minus (II) the applicable exercise price per share of such In-the-Money Warrant. Upon the cancellation of each Warrant in accordance with this Section 2.03(b), each Warrantholder shall cease to have any rights, and the Group Companies shall cease to have any Liabilities, with respect thereto, except the rights of any Warrantholder to receive the consideration (if any) payable with respect thereto pursuant to this Section 2.03(b) and Section 3.06(c), Section 3.06(d) and Section 10.01(g). (ii) Notwithstanding anything herein to the difference between the Offer Price contrary, (A) as a condition to receiving any payment pursuant to this Agreement in respect of his or her Warrants, each Warrantholder shall be required, and the per Share exercise price per WarrantCompany shall cause such Warrantholder, without interestto execute and deliver to the Company an Warrant Cancellation Agreement, which amount in substantially the form attached hereto as Exhibit F (a “Warrant Cancellation Agreement”) and (B) consideration in respect of any Warrant shall not be paid from payable if the relevant Warrantholder has not executed and after delivered to the Effective TimeCompany an Warrant Cancellation Agreement. The Company shall provide Purchaser with a copy of each Warrant Cancellation Agreement received by it following its execution by the applicable Warrantholder.

Warrants. (a) In accordance with the terms of the ESJ Exchange Agreement dated As soon as of June 5, 1992 among the ESJ Entities, TPC Holding Corp. and the Company and the warrant certificates issued thereunder (the "Warrant Certificates"), all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS") (other than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall be canceled and extinguished at the Effective Time, with no payment being made with respect to such ESJ Warrants) shall, practicable following the Effective Timedate of this Agreement, be exercisable only for an amount the Board of cash equal to the Offer Price and the holders Directors of such ESJ Warrants shall be entitled to receive, upon surrender to the Paying Agent of the warrant certificates for cancellation, cash in an amount equal to the Warrant Consideration. The Company shall take all necessary actions necessary to ensure amend Section 6(a) of the Warrant Agreement by and between Company and Shansby Partners, L.L.C. dated September 2, 1997 to provide that following the warrants covered thereby shall be exercisable at the Effective Time of the Merger. The outstanding warrants for shares of Company Common Stock (icollectively "Warrants" and individually, each "Warrant") governed by those certain Warrant Agreements, dated September 2, 1997, September 30, 1997, October 29, 1997 and January 9, 1998, by and between Company and Shansby Partners, L.L.C. (collectively, the ESJ Warrants "Shansby Warrant Agreements") shall represent only at the Effective Time of the Merger automatically without any further action of Company or the holders thereof be canceled in exchange for the right to receive at the Warrant Consideration in lieu of Shares issuable upon exercise thereof, (ii) all warrant agreements shall be terminated and cancelled and (iii) no party to such warrant agreements shall have the right to acquire any capital stock Effective Time of the Company, Parent, the Surviving Corporation or any of their respective subsidiaries. (b) In accordance with the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants by the holders thereof. The Company agrees to use its best efforts to (i) obtain, prior to the Effective Time, consents or waivers from each Bank whereby such Bank agrees to receive the Warrant Consideration in lieu of Shares issuable upon the exercise of the Bank Warrants and (ii) ensure that following the Effective Times (x) the Bank Warrants shall represent only the right to receive cash in Merger an amount equal to the per share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant in cash equal to the product of (i) the total number of Shares issuable upon exercise shares of Company Common Stock subject to such Warrant and Warrant, multiplied by (ii) the difference between excess of the Offer Price and Merger Consideration over the per Share exercise price per share of Company Common Stock subject to such Warrant. The Company shall use its reasonable efforts to obtain the consents (the "Amst▇▇▇ ▇▇▇sents") of Lawr▇▇▇▇ ▇▇▇▇▇▇▇, without interest▇▇th ▇. ▇▇▇▇▇▇▇ and Barr▇ ▇. ▇▇▇▇▇, which amount ▇▇o are each parties to that certain Warrant Agreement dated October 30, 1997 with Company (the "Amst▇▇▇ ▇▇▇rant Agreement") to have such warrants covered thereby canceled in accordance with the terms of the immediately preceding sentence; provided, that if the Amst▇▇▇ ▇▇▇sents are not so obtained the Company shall promptly redeem such warrants in accordance with the current terms of the Amst▇▇▇ ▇▇▇rant Agreement following acceptance for payment of, and payment for, the shares in the Offer. The Shansby Warrant Agreements and the Amst▇▇▇ ▇▇▇rant Agreement shall be paid from and after collectively referred to herein as the Effective Time"Warrant Agreements."

Warrants. (a) In accordance with the terms of the ESJ Exchange Agreement dated as of June 5, 1992 among the ESJ Entities, TPC Holding Corp. First Sun represents and the Company and the warrant certificates issued thereunder (the "Warrant Certificates"), all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS") (other than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall be canceled and extinguished at the Effective Time, with no payment being made with respect to such ESJ Warrants) shall, following the Effective Time, be exercisable only for an amount of cash equal to the Offer Price and the holders of such ESJ Warrants shall be entitled to receive, upon surrender to the Paying Agent of the warrant certificates for cancellation, cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time Distributor that: (i) Registration Statements on Form N-4 (and, if applicable, Form S-1) for each of the ESJ Warrants shall represent only Contracts identified on Attachment A have been filed with the right Commission in the form previously delivered to receive the Warrant Consideration in lieu Distributor and that copies of Shares issuable upon exercise thereof, any and all amendments thereto will be forwarded to the Distributor at the time that they are filed with the Commission; (ii) The Registration Statement and any further amendments or supplements thereto will, when they become effective, conform in all warrant agreements material respects to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, and the rules and regulations of the Commission under such Acts, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall be terminated not apply to any statement or omission made in reliance upon and cancelled and in conformity with information furnished in writing to First Sun by the Distributor expressly for use therein; (iii) no party to such warrant agreements shall have First Sun is validly existing as a stock life insurance company in good standing under the right to acquire any capital stock laws of the Companystate of New York, Parentwith power (corporate or otherwise) to own its properties and conduct its business as described in the Prospectus, and has been duly qualified for the Surviving Corporation transaction of business and is in good standing under the laws of each other jurisdiction, or conducts any business, so as to require such qualification; (iv) The Contracts to be issued through the Separate Account and offered for sale by the Distributor on behalf of First Sun hereunder have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued and will conform to the description of such Contracts contained in the Prospectuses relating thereto; (v) Those persons who offer and sell the Contracts are to be appropriately licensed in a manner as to comply with the state insurance laws; -2- 3 (vi) The performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in a breach or violation of any of the terms and provisions of, or constitute a default under any statute, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which First Sun is a party or by which First Sun is bound, First Sun's Charter as a stock life insurance company or By-laws, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over First Sun or any of their respective subsidiariesits properties; and no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by First Sun of the transactions contemplated by this Agreement, except such as may be required under the Securities Exchange Act of 1934 or state insurance or securities laws in connection with the distribution of the Contracts by the Distributor; and (vii) There are no material legal or governmental proceedings pending to which First Sun or the Separate Account is a party or of which any property of First Sun or the Separate Account is the subject, other than as set forth in the Prospectus relating to the Contracts, and other than litigation incident to the kind of business conducted by First Sun, if determined adversely to First Sun, would individually or in the aggregate have a material adverse effect on the financial position, surplus or operations of First Sun. (b) In accordance with the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between the Company The Distributor represents and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them warrants to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants by the holders thereof. The Company agrees to use its best efforts to First Sun that; (i) obtain, prior It is a broker-dealer duly registered with the Commission pursuant to the Effective Time, consents or waivers from each Bank whereby such Bank agrees to receive the Warrant Consideration Securities Exchange Act of 1934 and a member in lieu of Shares issuable upon the exercise good standing of the Bank Warrants National Association of Securities Dealers, Inc., and is in compliance with the securities laws in those states in which it conducts business as a broker-dealer; (ii) ensure The performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms or provisions of or constitute a default under any statute, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which the Distributor is a party or by which the Distributor is bound, the Certificate of Incorporation or By-laws of the Distributor, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Distributor or its property; and (iii) To the extent that following any statements or omissions made in the Effective Times (x) Registration Statement, or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to First Sun by the Bank Warrants shall represent only Distributor expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective or are filed with the right to receive cash Commission, as the case may be, conform in an amount equal all material respects to the per share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock requirements of the Company, Parent, the Surviving Corporation or any Securities Act of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to the product of (i) the number of Shares issuable upon exercise of such Warrant and (ii) the difference between the Offer Price 1933 and the per Share exercise price per Warrant, without interest, which amount shall rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state any material fact required to be paid from and after stated therein or necessary to make the Effective Timestatements therein not misleading.

Warrants. Pursuant to the terms of each of the Warrants, each of the Securityholders, with respect to each of the Warrants held by them, hereby: (a) In accordance with irrevocably waives any and all notice provisions applicable to the terms Contemplated Transactions that are set forth in any of the ESJ Exchange Agreement dated as of June 5Warrants; (b) agrees that, 1992 among contingent upon the ESJ Entities, TPC Holding Corp. and the Company and the warrant certificates issued thereunder (the "Warrant Certificates"), all outstanding warrants consummation of the Company issued pursuant thereto (Contemplated Transactions, each of the "ESJ WARRANTS") (other than ESJ Warrants owned held by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants such Securityholder shall be canceled terminated and extinguished at the Effective Time, with no payment being made with respect to such ESJ Warrants) shall, following the Effective Time, be exercisable only for an amount of cash equal to the Offer Price cancelled and the holders of such ESJ Warrants shall be entitled to receive, upon surrender to the Paying Agent of the warrant certificates for cancellation, cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time (i) the ESJ Warrants shall converted into and represent only solely the right to receive the Warrant Consideration Distributions in lieu accordance with Section 3(c) of Shares the 2021 Pre-Funded Warrants, Section 2(c) of the 2021 Non-Pre-Funded Warrants, Section 3(c) of the 2020 Pre-Funded Warrants, Section 2(c) of the 2020 Non-Pre-Funded Warrants and Section 2(c) of the 2019 Non-Pre-Funded Warrants, as the case may be; (c) irrevocably waives all other rights under each of the Warrants and acknowledges that such Securityholder’s right to receive the Warrant Distributions, if and when payable or issuable upon exercise thereoffollowing the consummation of the Contemplated Transactions, (ii) shall fully satisfy any and all warrant agreements shall be terminated and cancelled and (iii) no party of the Company’s obligations to such warrant agreements shall have Securityholder pursuant and with respect to each of the right to acquire any capital stock Warrants, and that none of the Company, Parentits successors and permitted assigns and, for the Surviving Corporation avoidance of doubt, Purchaser or any other acquiror of their respective subsidiaries. (b) In accordance with the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants by the holders thereof. The Company agrees to use its best efforts to (i) obtain, prior to the Effective Time, consents or waivers from each Bank whereby such Bank agrees to receive the Warrant Consideration in lieu of Shares issuable upon the exercise of the Bank Warrants and (ii) ensure that following the Effective Times (x) the Bank Warrants shall represent only the right to receive cash in an amount equal to the per share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or ’s assets shall have any further obligation with respect to any of their respective Subsidiaries..the Warrants; and (cd) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to further acknowledges and irrevocably waives any and all breaches and events of default that may have occurred under any of the product of (i) the number of Shares issuable upon exercise of such Warrant and (ii) the difference between the Offer Price and the per Share exercise price per Warrant, without interest, which amount shall be paid from and after the Effective TimeWarrants.

Warrants. The Borrower will issue to the Bank, as soon as reasonably practicable, detachable warrants (athe `Warrants') In accordance with the terms to purchase 100,000 shares of the ESJ Exchange Agreement dated as Borrower's common stock at an exercise price of June 5$1.00 per share. The Warrants will be issued for no consideration other than the Bank's agreement to enter into the October 9, 1992 among 1997 amendments to this letter agreement and to make a $750,000 bridge loan pursuant thereto. The Warrants will be in form and substance satisfactory to the ESJ EntitiesBank, TPC Holding Corp. will have an exercise period of 5 years and the Company and the will be governed by a warrant certificates issued thereunder purchase agreement (the `Warrant Agreement') in form and substance satisfactory to the Bank."Warrant Certificates"), all outstanding warrants j. By deleting from clause (c) of Section 5.1 of the Company issued pursuant thereto (Letter Agreement the "ESJ WARRANTS") (other than ESJ Warrants owned by Parentreferences to Sections 3.7, Merger Sub or any other direct or indirect subsidiary of Parent3.8, which ESJ Warrants shall be canceled 3.9 and extinguished at the Effective Time, with no payment being made with respect to such ESJ Warrants) shall, following the Effective Time, be exercisable only for an amount of cash equal to the Offer Price and the holders of such ESJ Warrants shall be entitled to receive, upon surrender to the Paying Agent 3.10. - 3 - 4 k. By deleting in its entirety Section 5.4 of the warrant certificates for cancellation, cash Letter Agreement. l. By deleting in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time (i) the ESJ Warrants shall represent only the right to receive the Warrant Consideration in lieu of Shares issuable upon exercise thereof, (ii) all warrant agreements shall be terminated and cancelled and (iii) no party to such warrant agreements shall have the right to acquire any capital stock its entirety Section 6.3 of the CompanyLetter Agreement; provided that the amendment made by this paragraph will not become effective until the Borrower has paid all commitment fees accrued through October 9, Parent1997. m. By deleting from the fourth sentence of Section 6.7 of the Letter Agreement the words "together with payment of the sum described in the fourth sentence of ss.6.3". n. By inserting into the definition of "Loan Documents" appearing in Section 7.1 of the Letter Agreement, immediately after the words "Revolving Note", the Surviving Corporation or any of their respective subsidiaries. (b) In accordance with following: "the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the Warrant Agreement,"WARRANTS") entitling them 4. In order to receive an aggregate of 4,858 Shares (upon payment induce the Bank to enter into this Agreement and to make the Bridge Loan, the Borrower is paying to the Bank a non-refundable amendment fee of $.01 per Share) upon 10,000. This fee is not to be reduced by or applied against any fees, interest or other payments heretofore, now or hereafter required under the exercise of Letter Agreement, the ESJ Warrants by Revolving Note and/or the holders thereofBridge Note. 5. The Company agrees Wherever in any Financing Document, or in any certificate or opinion to use its best efforts be delivered in connection therewith, reference is made to (i) obtain, prior a "letter agreement" or to the Effective Time"Letter Agreement", consents or waivers from each Bank whereby such Bank agrees to receive the Warrant Consideration in lieu of Shares issuable upon the exercise of the Bank Warrants and (ii) ensure that following the Effective Times (x) the Bank Warrants shall represent only the right to receive cash in an amount equal to the per share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to the product of (i) the number of Shares issuable upon exercise of such Warrant and (ii) the difference between the Offer Price and the per Share exercise price per Warrant, without interest, which amount shall be paid from and after the Effective Timedate hereof same will be deemed to refer to the Letter Agreement, as hereby amended. 6. Simultaneously with the execution and delivery of this Agreement, the Borrower is executing and delivering to the Bank the Bridge Note, in substitution of the Revolving Note. The Bridge Note is a $750,000 promissory note of the Borrower, substantially in the form attached hereto as Exhibit 1. Wherever in any of the Financing Documents or in any certificate or opinion to be delivered in connection therewith, reference is made to a "Revolving Note", from and after the date hereof same will be deemed to refer to the Bridge Note. 7. In order to induce the Bank to enter into this Agreement, the Borrower further represents and warrants as follows: a. The execution, delivery and performance of this Agreement and the Bridge Note have been duly authorized by the Borrower by all necessary corporate and other action, will not require the consent of any third party and will not conflict with, violate the provisions of, or cause a default or constitute an event which, with the passage of time or the giving of notice or both, could cause a default on the part of the Borrower under its charter documents or by-laws or under any contract, agreement, law, rule, order, ordinance, franchise, instrument or other document, or result in the imposition of any lien or encumbrance (except in favor of the Bank) on any property or assets of the Borrower. b. The Borrower has duly executed and delivered each of this Agreement and the Bridge Note. c. Each of this Agreement and the Bridge Note is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms. d. The statements, representations and warranties made in the Letter Agreement and/or in the Security Agreement continue to be correct as of the date hereof; except as amended, updated and/or supplemented by the attached Supplemental Disclosure Schedule. e. Giving effect to the amendments set forth in Section 3 above, the covenants and agreements of the Borrower contained in the Letter Agreement and/or in the Security Agreement have been complied with on and as of the date hereof. f. Giving effect to the amendments set forth in Section 3 above, no event which constitutes or which, with notice or lapse of time, or both, could constitute, an Event of Default (as defined in the Letter Agreement) has occurred and is continuing. g. Except as heretofore disclosed to the Bank in writing, no material adverse change has occurred in the financial condition of the Borrower from that disclosed in the annual financial statements of the Borrower dated December 31, 1996, heretofore furnished to the Bank. 8. Except as expressly affected hereby, the Letter Agreement and each of the other Financing Documents remains in full force and effect as heretofore. Without limitation of the foregoing, the IAR Security Agreement and the Supplementary Security Agreement remain in full force and effect and secure inter alia the Borrower's obligations under the Bridge Note and under the Letter Agreement, as amended by this Agreement.

Warrants. Upon the Closing (aas defined in Section 4.1 below) In accordance with or any Subsequent Closing (as defined in Section 4.2 below), as applicable, and in return for the terms Company's receipt of the ESJ Exchange Agreement dated as Purchase Price of June 5, 1992 among the ESJ Entities, TPC Holding Corp. Warrant and the Consideration for the Notes issued at such Closing, each Lender shall receive a warrant to purchase Conversion Shares in the form attached hereto as Exhibit B (the "Warrant"). Each Warrant shall be exercisable for a period of ten (10) years from issuance for that number of Conversion Shares determined by dividing the Warrant Coverage Amount by the applicable Conversion Price. The exercise price for the Conversion Shares purchasable upon exercise of the Warrants shall be the Conversion Price applicable to such shares; provided that if the Warrant is exercised by the Lender prior to the conversion or repayment of the corresponding Note or if the Notes are repaid in cash prior to conversion, the Warrants shall be exercisable for Company's Series A Preferred stock and the Conversion Price for purposes of the preceding sentences shall be $0.61 per share. The Company and the warrant certificates issued thereunder (the "Warrant Certificates"), all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS") (other than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall be canceled Lenders acknowledge and extinguished at the Effective Time, with no payment being made agree that with respect to such ESJ WarrantsWarrants issued at the Closing (as defined in Section 4.1 below) shall, following and the Effective Time, be exercisable only for an amount of cash equal Subsequent Closings (as defined in Section 4.2 below): (a) neither the Lenders nor any affiliated company has rendered any services to the Offer Price and the holders of such ESJ Warrants shall be entitled to receive, upon surrender to the Paying Agent of the warrant certificates for cancellation, cash Company in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time (i) the ESJ Warrants shall represent only the right to receive the Warrant Consideration in lieu of Shares issuable upon exercise thereof, (ii) all warrant agreements shall be terminated and cancelled and (iii) no party to such warrant agreements shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective subsidiaries. connection with this Agreement; (b) In accordance with the terms of the Lenders' Equity Agreement dated Warrants are not being issued as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants by the holders thereof. The Company agrees to use its best efforts to (i) obtain, prior to the Effective Time, consents or waivers from each Bank whereby such Bank agrees to receive the Warrant Consideration in lieu of Shares issuable upon the exercise of the Bank Warrants and (ii) ensure that following the Effective Times (x) the Bank Warrants shall represent only the right to receive cash in an amount equal to the per share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective Subsidiaries.. compensation; (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to the product aggregate fair market value of (i) the number Notes, if issued apart from the Warrants, is $1,000,000.00 and the aggregate fair market value of Shares issuable upon exercise of such Warrant the Warrants, if issued apart from the Notes, is $100.00; and (iid) the difference between the Offer Price all tax returns and other information return of each party relative to this Agreement and the per Share exercise price per Warrant, without interest, which amount Notes and Warrants issued pursuant hereto shall be paid from and after consistently reflect the Effective Timematters agreed to in (a) through (c) above."

Warrants. (a) In accordance with the terms of the ESJ Exchange Agreement dated as of June 5, 1992 among the ESJ Entities, TPC Holding Corp. and the Company and the warrant certificates issued thereunder (the "Warrant Certificates"), all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS") (other than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall be canceled and extinguished at the Effective Time, with no payment being made with respect to such ESJ Warrants) shall, following the Effective Time, be exercisable only for an amount of cash equal to the Offer Price and the holders of such ESJ Warrants shall be entitled to receive, upon surrender to the Paying Agent of the warrant certificates for cancellation, cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time (i) the ESJ Warrants shall represent only the right to receive the Warrant Consideration in lieu of Shares issuable upon exercise thereof, (ii) all warrant agreements shall be terminated and cancelled and (iii) no party to such warrant agreements shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective subsidiaries. (b) In accordance with the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants by the holders thereof. The Company agrees to use its best efforts to (i) obtain, prior to the Effective Time, consents or waivers from each Bank whereby such Bank agrees to receive the Warrant Consideration in lieu of Shares issuable upon the exercise of the Bank Warrants and (ii) ensure that following the Effective Times (x) the Bank Warrants shall represent only the right to receive cash in an amount equal to the per share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective Subsidiaries... (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to the product of (i) the number of Shares issuable upon exercise of such Warrant and (ii) the difference between the Offer Price and the per Share exercise price per Warrant, without interest, which amount shall be paid from and after the Effective Time.

Warrants. Subject to Section 1.2 hereof, upon the execution of this Agreement by the Required Holders, the Warrants are hereby amended as follows: (ai) In The first sentence of Section 2(c) is hereby deleted in its entirety and replaced with the following: “This Warrant may be exercised, in whole or in part, at any time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Trading Day immediately preceding the date of such election; (B) = the Exercise Price of this Warrant, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.” (ii) The tenth sentence of Section 2(d) is hereby deleted in its entirety and replaced with the ESJ Exchange Agreement dated as following: “The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of June 5this Section 2(d), 1992 among provided that the ESJ Entities, TPC Holding Corp. Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(d) shall continue to apply.” (iii) The first sentence of Section 2(e)(iv) is hereby deleted in its entirety and replaced with the following: “In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the warrant certificates issued thereunder Holder is required by its broker to purchase (in an open market transaction or otherwise) or the "Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Certificates"Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), all outstanding warrants then the Company shall (A) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company issued pursuant thereto timely complied with its exercise and delivery obligations hereunder, and (C) unless Holder elected to have the "ESJ WARRANTS"Warrant reinstated under clause (B), if requested by Holder purchase the number of Warrant Shares for which such exercise was not honored for the price at which the sell order giving rise to such purchase obligation was executed.” (iv) The first sentence of Section 3(a) is hereby deleted in its entirety and replaced with the following: “If the Company, at any time while this Warrant is outstanding: (other than ESJ Warrants owned by Parent, Merger Sub i) pays a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other direct equity or indirect subsidiary equity equivalent securities payable in shares of ParentCommon Stock (which, which ESJ Warrants for avoidance of doubt, shall be canceled and extinguished at not include any shares of Common Stock issued by the Effective Time, with no payment being made with respect to such ESJ Warrants) shall, following the Effective Time, be exercisable only for an amount of cash equal to the Offer Price and the holders of such ESJ Warrants shall be entitled to receive, upon surrender to the Paying Agent of the warrant certificates for cancellation, cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time (i) the ESJ Warrants shall represent only the right to receive the Warrant Consideration in lieu of Shares issuable upon exercise thereofof this Warrant), (ii) all warrant agreements shall be terminated and cancelled and subdivides outstanding shares of Common Stock into a larger number of shares, (iii) no party to such warrant agreements shall have combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the right to acquire Common Stock any shares of capital stock of the Company, Parentthen in each case the formula for determining the Exercise Price shall be modified by multiplying each of the fixed numbers in the formula by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the Surviving Corporation or any denominator shall be the number of their respective subsidiariesshares of Common Stock (excluding treasury shares, if any) outstanding immediately after such event.” (bv) In The first sentence of Section 3(b) is hereby deleted in its entirety and replaced with the following: “If the Company, at any time prior to the Termination Date, shall distribute to all holders of Common Stock (and not to Holders of the Warrants) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock (which shall be subject to Section 3(a)), then in each such case at each time this Warrant is exercised the Exercise Price determined in accordance with the terms formula shall be adjusted by multiplying such Exercise Price by a fraction of which the Lenders' Equity Agreement dated denominator shall be the Exercise Price as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants determined by the holders thereof. The Company agrees to use its best efforts to (iformula, and of which the numerator shall be such Exercise Price less the per share fair market value at the record date(s) obtain, prior to the Effective Time, consents or waivers from each Bank whereby such Bank agrees fixed for determination of stockholders entitled to receive the Warrant Consideration in lieu of Shares issuable upon the exercise distribution(s) of the Bank Warrants and (ii) ensure that following the Effective Times (x) the Bank Warrants shall represent only the right portion of such assets or evidence of indebtedness so distributed applicable to receive cash in an amount equal to the per one outstanding share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, Common Stock (determined by dividing the Surviving Corporation or any amount distributed by the then issued and outstanding shares of their respective Subsidiaries.. (cCommon Stock) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to as determined by the product Board of (i) the number of Shares issuable upon exercise of such Warrant and (ii) the difference between the Offer Price and the per Share exercise price per Warrant, without interest, which amount shall be paid from and after the Effective TimeDirectors in good faith.”

Warrants. As of the Effective Time, pursuant to this Agreement and without any further action on the part of any holder thereof, each Warrant outstanding immediately prior to the Effective Time shall (ai) In in the case of Warrants issued pursuant to the Warrant Agreements, be converted in accordance with its terms pursuant to Section 12(g) of each Warrant Agreement into the terms of the ESJ Exchange Agreement dated as of June 5, 1992 among the ESJ Entities, TPC Holding Corp. and the Company and the warrant certificates issued thereunder right to receive (the "Warrant Certificates"), all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS"A) (other than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall be canceled and extinguished at the Effective Time, with no payment being made with respect to such ESJ Warrants) shall, following the Effective Time, be exercisable only for an amount of in cash equal to from the Offer Price and the holders of such ESJ Warrants shall be entitled to receive, upon surrender to the Paying Agent of the warrant certificates for cancellation, cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time (i) the ESJ Warrants shall represent only the right to receive the Warrant Consideration in lieu of Shares issuable upon exercise thereof, (ii) all warrant agreements shall be terminated and cancelled and (iii) no party to such warrant agreements shall have the right to acquire any capital stock of the Company, Parent, or the Surviving Corporation or any of their respective subsidiaries. (b) In accordance with the terms of the Lenders' Equity Agreement dated Corporation, as of June 5applicable, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants by the holders thereof. The Company agrees to use its best efforts to (i) obtain, prior to the Effective Time, consents or waivers from each Bank whereby such Bank agrees to receive the Warrant Consideration in lieu of Shares issuable upon the exercise of the Bank Warrants and (ii) ensure that following the Effective Times (x) the Bank Warrants shall represent only the right to receive cash in an amount equal to the per share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to the product of (ix) the number of Shares issuable upon shares of Common Stock subject to such Warrant, and (y) the excess, if any, of the Estimated Per Share Common Stock Closing Consideration over the exercise price of such Warrant plus (B) the right to receive, for each share of Common Stock subject to such Warrant, the Per Share Holdback Amount (Common) and the Per Share Adjustment Amount (Common) as provided herein and in the Escrow Agreement, or (ii) in the difference between case of any other Warrants, be canceled and, in consideration for the Offer Price and cancellation thereof, the per Share exercise price per Warrant, without interest, which amount holder thereof shall be paid from and after entitled to receive (A) at the Effective Time, an amount in cash from the Company or the Surviving Corporation, as applicable, equal to the product of (x) the number of shares of Common Stock subject to such Warrant, and (y) the excess, if any, of the Estimated Per Share Common Stock Closing Consideration over the exercise price of such Warrant plus (B) the right to receive, for each share of Common Stock subject to such Warrant, the Per Share Holdback Amount (Common) and the Per Share Adjustment Amount (Common) as provided herein and in the Escrow Agreement. The Company and the Surviving Corporation shall take all actions required by the terms of the Warrant Agreements (including pursuant to Section 12(g) and 13(c) thereof) to effectuate the foregoing.

Warrants. At the Closing, the Company shall issue and sell to each Purchaser, and each of the Purchasers shall purchase, severally and not jointly, a warrant in substantially the form attached hereto as Exhibit B (a) In accordance with each, a “Warrant” and collectively the “Warrants”), pursuant to the terms of the ESJ Exchange Agreement dated as of June 5, 1992 among the ESJ Entities, TPC Holding Corp. and the Company and the warrant certificates issued thereunder (the "conditions hereof. Each such Warrant Certificates"), all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS") (other than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall be canceled and extinguished at the Effective Time, with no payment being made with respect exercisable for up to such ESJ Warrants) shall, following the Effective Time, be exercisable only for an amount that number of cash equal to the Offer Price and the holders shares of such ESJ Warrants shall be entitled to receive, upon surrender to the Paying Agent of the warrant certificates for cancellation, cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time (i) the ESJ Warrants shall represent only the right to receive the Warrant Consideration in lieu of Shares issuable upon exercise thereof, (ii) all warrant agreements shall be terminated and cancelled and (iii) no party to such warrant agreements shall have the right to acquire any capital stock equity securities of the Company, Parentas is equal to twenty-five percent (25%) of the principal amount of the Notes purchased by the Purchaser at the Closing, divided by the Surviving Corporation or purchase price of the applicable equity securities as more fully described in the Warrants. The Company and the Purchasers agree that: (i) neither the Purchasers nor any of their respective subsidiaries. (b) In accordance with the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between Affiliates has rendered any services to the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively in connection with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants by the holders thereof. The Company agrees to use its best efforts to (i) obtain, prior to the Effective Time, consents or waivers from each Bank whereby such Bank agrees to receive the Warrant Consideration in lieu of Shares issuable upon the exercise of the Bank Warrants and (ii) ensure that following the Effective Times (x) the Bank Warrants shall represent only the right to receive cash in an amount equal to the per share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to the product of (i) the number of Shares issuable upon exercise of such Warrant and this Agreement; (ii) the difference between Warrants are not being issued as compensation; (iii) the Offer Price Notes and the per Share exercise price per Warrants constitute an “investment unit” for purposes of Section 1273(c)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”); (iv) the fair market value of each Note authorized for issuance hereunder, if issued apart from the corresponding Warrant, without interestis 99% of the principal amount of the Note, which and the aggregate fair market value of each Warrant authorized for issuance hereunder, if issued apart from the corresponding Note, is 1% of the principal amount of such Note; (v) the Company believes that the amount of original issue discount that will accrue on the Notes will be de minimis and (vi) all tax returns and other information of each party relative to this Agreement and the Notes and Warrants issued pursuant hereto shall be paid from and after consistently reflect the Effective Timematters agreed to in (i) through (v) above unless required by the Code or other applicable tax law.

Warrants. (a) In accordance with A. The Warrants shall be constituted as 1,193,581 Series "I" Warrants entitling the terms holders to subscribe for shares of the ESJ Exchange Agreement dated as of June 5common stock, 1992 among the ESJ Entities, TPC Holding Corp. and the Company and the warrant certificates issued thereunder $0.001 par value per share (the "Warrant CertificatesCommon Stock"), all outstanding warrants ) of the Company issued pursuant thereto at a fixed price of $0.01 per share (subject to the provisions of the Schedule hereto) at any time prior to 5:00 p.m. (Tulsa, Oklahoma time) on April 30, 2007, the final date for exercise of a Warrant being the "ESJ WARRANTSExpiration Date" and the price payable upon exercise of a Warrant being the "Subscription Price". B. The Warrants shall be issued as follows: (i) (other than ESJ Warrants owned by ParentEach of the Warrant Holders agrees that immediately upon the Offer being declared unconditional as provided in Section 2.3 of the Exchange and Merger Agreement, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants each outstanding Loan Note shall be canceled and extinguished at converted solely into the Effective Timeright to receive one Warrant of the Company having the terms provided in this Agreement, with no payment being made the Loan Notes shall cease to exist, and each holder of a certificate representing any such Loan Notes shall thereafter cease to have any rights with respect to such ESJ Warrants) shallLoan Notes, following the Effective Time, be exercisable only for an amount of cash equal to the Offer Price and the holders of such ESJ Warrants shall be entitled to receive, upon surrender to the Paying Agent of the warrant certificates for cancellation, cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time (i) the ESJ Warrants shall represent only except the right to receive the Warrant Consideration Warrants of the Company upon the surrender of such certificate in lieu of Shares issuable upon exercise thereof, accordance with paragraph (iii) below. (ii) all warrant agreements On or after the Offer being declared unconditional, each person who was immediately before that time a holder of record of Loan Notes may deliver to the Company a letter of transmittal duly executed and completed in accordance with the instructions thereto, together with such holders' certificates representing such Loan Notes and the Company shall be terminated deliver to such holders certificates in respect of the Warrants of the Company to which such holders are then entitled. C. Each of the Warrant Holders represents and cancelled agrees as follows: (i) It is the sole legal and beneficial owner of the Loan Notes registered in its name, free from any encumbrance arising by, through or under such holder, but not otherwise.. (ii) It has the requisite power and authority to enter into and perform this Agreement and this Agreement and any other documents executed by it in connection with this Agreement will, when executed, constitute binding obligations of the Warrant Holder enforceable in accordance with their respective terms. (iii) no party It is an "accredited investor" as that term is defined in the Securities Act of 1933, as amended, and is acquiring the Warrants for its own account, and has received all information it believes necessary to such warrant agreements shall have evaluate its investment in the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective subsidiariesWarrants. (biv) In Each of the Warrant Holders hereby acknowledges and confirms that the Warrants and the Common Stock, whether issued or arising as a consequence of exercise of the Warrants will be "restricted securities" under the United States Securities Act of 1933 (as amended) and that the ability to resell such Warrants and such Common Stock will therefore be limited. D. Each of Alliance and the Company represents and agrees as follows: (i) The representations and warranties made by each of them in the Exchange and Merger Agreement are true and correct. (ii) The execution and performance of this Agreement by each of them have been duly and validly authorized by the board of directors of each of them, and no other corporate action is necessary to authorize the execution, delivery and performance of this Agreement by each of them. Each of them has full, absolute and unrestricted right, power and authority to execute and perform this Agreement and to carry out the transactions contemplated hereby. This Agreement has been duly and validly executed by each of them and this Agreement and any other documents executed by them in connection with this Agreement is constitute valid and binding obligations of each of them, enforceable in accordance with their respective terms. (iii) They will not modify or amend the terms of the Lenders' Equity Offer or the Exchange and Merger Agreement dated as of June 5, 1992 between without the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise consent of the ESJ Warrants by the holders thereof. The Company agrees to use its best efforts to (i) obtain, prior to the Effective Time, consents or waivers from each Bank whereby such Bank agrees to receive the Warrant Consideration in lieu of Shares issuable upon the exercise of the Bank Warrants and (ii) ensure that following the Effective Times (x) the Bank Warrants shall represent only the right to receive cash in an amount equal to the per share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to the product of (i) the number of Shares issuable upon exercise of such Warrant and (ii) the difference between the Offer Price and the per Share exercise price per Warrant, without interest, which amount shall be paid from and after the Effective TimeHolders.

Warrants. (a) In accordance with Promptly following the terms execution of the ESJ Exchange Agreement dated as of June 5this Agreement, 1992 among the ESJ Entities, TPC Holding Corp. and the Company and shall use commercially reasonable efforts to ensure that at the warrant certificates issued thereunder (the "Warrant Certificates")Appointment Time, all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS") (other than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall be canceled and extinguished at the Effective Time, with no payment being made with respect to such ESJ Warrants) shall, following the Effective Time, be exercisable only for an amount of cash equal to the Offer Price and the holders terminated. In consideration of such ESJ Warrants shall termination, each holder of an In-the-Money Warrant terminated in accordance with this Section 2.8 will be entitled to receivereceive in settlement of such In-the-Money Warrant, upon surrender to the Paying Agent of the warrant certificates for cancellation, cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that as promptly as practicable following the Effective Time (i) the ESJ Warrants shall represent only the right to receive the Warrant Consideration in lieu of Shares issuable upon exercise thereof, (ii) all warrant agreements shall be terminated and cancelled and (iii) no party to such warrant agreements shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective subsidiaries. (b) In accordance with the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants by the holders thereof. The Company agrees to use its best efforts to (i) obtain, prior to the Effective Appointment Time, consents or waivers a cash payment from each Bank whereby such Bank agrees the Payment Fund, subject to receive the Warrant Consideration in lieu any required withholding of Shares issuable upon the exercise of the Bank Warrants and (ii) ensure that following the Effective Times (x) the Bank Warrants shall represent only the right to receive cash in an amount equal to the per share Offer Price less $.01 per sharetaxes, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to the product of (i) the total number of Shares shares of Company Common Stock otherwise issuable upon exercise of such In-the-Money Warrant and (ii) the difference between excess of the Offer Price and over the per Share applicable exercise price per Warrantshare of Company Common Stock otherwise issuable upon exercise of such In-the-Money Warrant (the “In-the-Money Warrant Consideration”); provided, without interesthowever, which that with respect to any person subject to Section 16(a) of the Exchange Act, any such amount shall be paid from and as soon as practicable after the Effective Timefirst date payment can be made without liability to such person under Section 16(b) of the Exchange Act. For the avoidance of doubt, all Company Warrants that are not In-the-Money Warrants shall be terminated without payment of any consideration and without any further liability to the Company or the Surviving Corporation and shall not be accelerated, and the holders of Company Warrants shall be entitled to the In-the-Money Warrant Consideration pursuant to this Section 2.8 only to the extent such Company Warrants are In-the-Money Warrants. (b) The Company shall use commercially reasonable efforts to cause each holder of a Company Warrant to execute a written acknowledgment of such holder that (i) the payment of the In-the-Money Warrant Consideration, if any, will satisfy in full the Company’s obligation to such person pursuant to such Company Warrant and (ii) subject to the payment of the In-the-Money Warrant Consideration, if any, such Company Warrant held by such holder shall, without any action on the part of the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between the Company and the holder and neither party shall have any further rights or obligations with respect thereto and (iii) that any Company Warrant held by such holder that is not an In-the-Money Warrant shall be canceled without payment of any consideration and without any further liability to the Company or the Surviving Corporation. Such written acknowledgment shall be substantially in the form attached hereto as Exhibit C.

Warrants. (a) In accordance with the terms of the ESJ Exchange Agreement dated as of June 5, 1992 among the ESJ Entities, TPC Holding Corp. and the Company and the warrant certificates issued thereunder (the "Warrant Certificates"), all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS") (other Not later than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall be canceled and extinguished at 30 days prior to the Effective Time, with no payment being made with respect the Company will send a notice to such ESJ Warrants) shall, following the Effective Time, be exercisable only for an amount of cash equal to the Offer Price and the holders of outstanding warrants to purchase shares of Company Common Stock (the "Company Warrants"): (i) specifying that such ESJ warrants will not be assumed in connection with the Merger, and (ii) specifying that any Company Warrants shall be entitled to receive, upon surrender to the Paying Agent outstanding as of the warrant certificates for cancellation, cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time (i) the ESJ Warrants shall will terminate and be cancelled at such time and represent only the right to receive the consideration, if any, specified in this Section 3.6(a) in accordance with this Agreement. At the Effective Time, each Company Warrant will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into, and represent only, the right to receive, upon delivery thereof to the Company, an amount in cash equal to the excess, if any, of (i) the product of the Merger Consideration in lieu multiplied by the number of Shares shares of Company Common Stock issuable upon exercise thereof, of such Company Warrant immediately prior to the Effective Time over (ii) the aggregate exercise price of all warrant agreements shall be terminated and cancelled and (iii) no party to such warrant agreements shall have the right to acquire any capital stock shares of the Company, Parent, the Surviving Corporation or any of their respective subsidiaries. (b) In accordance with the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants by the holders thereof. The Common Stock exercisable under such Company agrees to use its best efforts to (i) obtain, Warrant immediately prior to the Effective Time. The aggregate amount payable pursuant to this Section 3.6(a) will hereinafter be referred to as the "Warrant Cash-Out Amount." (b) Promptly following the Effective Time, consents or waivers from the Parent will cause the Paying Agent to mail to each Bank whereby such Bank agrees holder (as of the Effective Time) of a Company Warrant if converted into the right to receive the Warrant Consideration Cash-Out Amount pursuant to Section 3.6(a), (i) a letter of transmittal (which will be in lieu of Shares issuable upon such form and have such other provisions as the exercise of the Bank Warrants Parent may reasonably specify), and (ii) ensure that following instructions for use in receiving cash payable in respect of such Company Warrants. Upon the Effective Times (x) delivery of such letter of transmittal, duly completed and validly executed in accordance with the Bank Warrants shall represent only instructions thereto, together with the right documentation representing the Company Warrant surrendered thereby, to the Paying Agent, the holders of Company Warrant will be entitled to receive cash the Warrant Cash-Out Amount payable to them in an amount equal to the per share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to the product of (i) the number of Shares issuable upon exercise respect of such Warrant and (ii) the difference between the Offer Price and the per Share exercise price per Warrant, without interest, which amount shall be paid from and after the Effective TimeCompany Warrants pursuant to Section 3.6(a).

Warrants. (a) In accordance with Target shall adopt such resolutions or take such other actions as are required to adjust the terms of the ESJ Exchange Agreement dated as of June 5, 1992 among the ESJ Entities, TPC Holding Corp. and the Company and the warrant certificates issued thereunder (the "Warrant Certificates"), all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS") (other than ESJ Warrants owned by Parentto provide that, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall be canceled and extinguished effective at the Effective Time, with no payment being made with respect (i) each outstanding warrant to purchase Common Stock listed on Schedule 3.2(b) (a "Warrant") whether --------------- or not then exercisable, shall become fully exercisable, (ii) each Warrant that is then outstanding shall be canceled and (iii) in consideration of such ESJ Warrants) shallcancellation, following and except to the extent that Parent and the holder of any such Warrant otherwise agree, Parent shall pay, promptly after the Effective Time, be exercisable only for to such holders of Warrants an amount of cash equal to the Offer Price and the holders of such ESJ Warrants shall be entitled to receive, upon surrender to the Paying Agent of the warrant certificates for cancellation, cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time (i) the ESJ Warrants shall represent only the right to receive the Warrant Consideration in lieu of Shares issuable upon exercise thereof, (ii) all warrant agreements shall be terminated and cancelled and (iii) no party to such warrant agreements shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective subsidiaries. (b) In accordance with the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants by the holders thereof. The Company agrees to use its best efforts to (i) obtain, prior to the Effective Time, consents or waivers from each Bank whereby such Bank agrees to receive the Warrant Consideration in lieu of Shares issuable upon the exercise of the Bank Warrants and (ii) ensure that following the Effective Times (x) the Bank Warrants shall represent only the right to receive cash in an amount equal to the per share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant respect thereof equal to the product of (ix) the excess of the Per Share Merger Consideration over the exercise price thereof and (y) the number of Shares issuable upon exercise shares of Common Stock subject thereto (such Warrant payment to be net of taxes required by law to be withheld with respect thereto); provided that the -------- foregoing shall be subject to the obtaining of any necessary consents of holders of Warrants, it being agreed that Target and Parent will use their reasonable best efforts to obtain any such consents; and provided further -------- ------- that Target shall not be required to make any payments in connection with obtaining such consents. Target shall not grant any additional warrants or similar rights on or after the date hereof. (b) Notwithstanding anything to the contrary set forth in Section 2.5(a), no later than the earlier of (i) December 31, 2001, or (ii) the difference between date that AP NH, LLC exercises any of the Offer Price Note Warrants (as defined below), Target and AP NH, LLC shall enter into such documentation (collectively, the per Share exercise price per Warrant"Warrant Amendment") as is necessary to effect an amendment to the Warrant held by AP NH, without interestLLC such that (i) a portion of the Warrants held by AP NH, LLC which amount represent the right to acquire an aggregate of 341,464 Common Shares (collectively, the "Note Warrants") held by AP NH, LLC as of the date of this First Amendment, whether or not then exercisable, shall become fully exercisable, (ii) each Note Warrant that is then outstanding shall be paid from canceled and (iii) in consideration of such cancellation, at the sole and exclusive option of Parent, Parent shall, promptly after the Effective Time, either (A) pay to AP NH, LLC the amounts payable with respect to the Note Warrants as provided in Section 2.5(a), or (B) deliver to AP NH, LLC a subordinated note in the aggregate principal amount of $1,400,000 (the "Subordinated Note") from Parent or an Affiliate of Parent which will directly own the Mortgaged Property (as defined below) after the Merger, which Subordinated Note shall contain the terms set forth in Section 2.5(c) of this First Amendment. The "Mortgaged Property" shall consist of the land and improvements known as the Miraval Spa and Resort, which property is comprised of a total of 106 guest rooms and other buildings related to the Miraval Spa and Resort business upon 130 acres of land. Notwithstanding this Section 2.5(b), the Warrant Amendment shall be null, void and of no effect if the Original Agreement, as amended by this First Amendment, is terminated in accordance with Article VII thereof.

Warrants. (a) In accordance with the terms of the ESJ Exchange Agreement dated as of June 5, 1992 among the ESJ Entities, TPC Holding Corp. and the Company and the warrant certificates issued thereunder (the "Warrant Certificates"), all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS") (other than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall be canceled and extinguished at the Effective Time, with no payment being made with respect to such ESJ Warrants) shall, following the Effective Time, be exercisable only for an amount of cash equal to the Offer Price and the holders of such ESJ Warrants shall be entitled to receive, upon surrender to the Paying Agent of the warrant certificates for cancellation, cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time (i) the ESJ Warrants shall represent only the right to receive the Warrant Consideration in lieu of Shares issuable upon exercise thereof, (ii) all warrant agreements shall be terminated and cancelled and (iii) no party to such warrant agreements shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective subsidiaries. (b) In accordance with the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants by the holders thereof. The Company agrees to use its best efforts to (i) obtain, Immediately prior to the Effective Time, consents or waivers from each Bank whereby Warrant holder shall assign to the Company, pursuant to the terms of the Warrant Assignment Agreement, all of the Warrants held by such Bank agrees holder, in exchange for the consideration set forth in this Section 4.4. Each Warrant holder shall thereafter be entitled to receive the for each Warrant Consideration in lieu of Shares issuable upon the exercise of the Bank Warrants held thereby and (ii) ensure that following the Effective Times (x) the Bank Warrants shall represent only the right to receive cash in so assigned, an amount equal to: (i) a payment in cash by the Company (subject to any applicable withholding taxes), at the per share Offer Price less $.01 per shareEffective Time, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to the product of (iA) the total number of Company Common Shares issuable upon exercise of as to which such Warrant remains unexercised times (B) the excess, if any, of (1) the Preliminary Merger Price over (2) the exercise price per Company Common Share subject to such Warrant, if any (such amounts payable hereunder being referred to as the “Warrant Payments”) and (ii) any additional payment when due and payable under Section 4.7(c). Upon surrender of the difference between warrant agreement by the Offer holder of such Warrant to the Escrow and Paying Agent, the Escrow and Paying Agent shall pay to such holder, on behalf of the Company and subject to any applicable withholding taxes, the Warrant Payments due under this Section 4.4 with respect to such Warrant. Notwithstanding the foregoing, the Escrow and Paying Agent shall not pay to the Warrant holder that portion of the Warrant Payments representing that portion of the Preliminary Merger Price to be deposited in (i) the Indemnity Escrow, (ii) the Adjustment Escrow, and (iii) if applicable, the per Share exercise price per Warrant, without interest, which amount shall be paid from and after Transaction Expenses Escrow until such time as such amounts are distributable pursuant to the Effective TimeEscrow Agreement.

Warrants. (a) In accordance with Promptly following the terms execution of the ESJ Exchange Agreement dated as of June 5this Agreement, 1992 among the ESJ Entities, TPC Holding Corp. and the Company and shall use commercially reasonable efforts to ensure that at the warrant certificates issued thereunder (the "Warrant Certificates")Appointment Time, all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS") (other than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall be canceled and extinguished at the Effective Time, with no payment being made with respect to such ESJ Warrants) shall, following the Effective Time, be exercisable only for an amount of cash equal to the Offer Price and the holders terminated. In consideration of such ESJ Warrants shall termination, each holder of an In-the-Money Warrant terminated in accordance with this Section 2.8 will be entitled to receivereceive in settlement of such In-the-Money Warrant, upon surrender to the Paying Agent of the warrant certificates for cancellation, cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that as promptly as practicable following the Effective Time (i) the ESJ Warrants shall represent only the right to receive the Warrant Consideration in lieu of Shares issuable upon exercise thereof, (ii) all warrant agreements shall be terminated and cancelled and (iii) no party to such warrant agreements shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective subsidiaries. (b) In accordance with the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants by the holders thereof. The Company agrees to use its best efforts to (i) obtain, prior to the Effective Appointment Time, consents or waivers a cash payment from each Bank whereby such Bank agrees the Payment Fund, subject to receive the Warrant Consideration in lieu any required withholding of Shares issuable upon the exercise of the Bank Warrants and (ii) ensure that following the Effective Times (x) the Bank Warrants shall represent only the right to receive cash in an amount equal to the per share Offer Price less $.01 per sharetaxes, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to the product of (i) the total number of Shares shares of Company Common Stock otherwise issuable upon exercise of such In-the-Money Warrant and (ii) the difference between excess of the Offer Price and over the per Share applicable exercise price per Warrantshare of Company Common Stock otherwise issuable upon exercise of such In-the-Money Warrant (the "IN-THE-MONEY WARRANT CONSIDERATION"); provided, without interesthowever, which that with respect to any person subject to Section 16(a) of the Exchange Act, any such amount shall be paid from and as soon as practicable after the Effective Timefirst date payment can be made without liability to such person under Section 16(b) of the Exchange Act. For the avoidance of doubt, all Company Warrants that are not In-the-Money Warrants shall be terminated without payment of any consideration and without any further liability to the Company or the Surviving Corporation and shall not be accelerated, and the holders of Company Warrants shall be entitled to the In-the-Money Warrant Consideration pursuant to this Section 2.8 only to the extent such Company Warrants are In-the-Money Warrants. (b) The Company shall use commercially reasonable efforts to cause each holder of a Company Warrant to execute a written acknowledgment of such holder that (i) the payment of the In-the-Money Warrant Consideration, if any, will satisfy in full the Company's obligation to such person pursuant to such Company Warrant and (ii) subject to the payment of the In-the-Money Warrant Consideration, if any, such Company Warrant held by such holder shall, without any action on the part of the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between the Company and the holder and neither party shall have any further rights or obligations with respect thereto and (iii) that any Company Warrant held by such holder that is not an In-the-Money Warrant shall be canceled without payment of any consideration and without any further liability to the Company or the Surviving Corporation. Such written acknowledgment shall be substantially in the form attached hereto as Exhibit C.

Warrants. 3.1 Notwithstanding anything to the contrary in Section 3 of the Outstanding Warrants, upon consummation of the Merger, to the extent that there is an outstanding amount under the Note corresponding to Outstanding Warrants, without any further required action on the part of any Lender, any Warrantholder (a) In as defined in the Outstanding Warrants), the Company or any other party, all Outstanding Warrants shall be deemed to have been automatically exercised in full by cashless exercise in accordance with the terms provisions set forth in Section 3 of the ESJ Exchange Agreement dated Outstanding Warrants, and as of June 5, 1992 among the ESJ Entities, TPC Holding Corp. and the Company and the warrant certificates issued thereunder a result (the "Warrant Certificates"), all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS"i) (other than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall be canceled and extinguished at the Effective Time, with no payment being made with respect to such ESJ Warrants) shall, following the Effective Time, be exercisable only for an amount of cash equal to the Offer Price and the holders of such ESJ the Outstanding Warrants shall be entitled to receive, for each share of Class B Common Stock issuable upon surrender to such cashless exercise, the Paying Agent Per Share Merger Consideration (as defined in the Merger Agreement) in respect of the warrant certificates for cancellationshares of Class B Common Stock in accordance with the provisions of the Merger Agreement, cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time (i) the ESJ Warrants shall represent only the right to receive the Warrant Consideration in lieu of Shares issuable upon exercise thereof, and (ii) all warrant agreements the amount of principal and interest outstanding under the Notes corresponding to the Outstanding Warrants shall be terminated and cancelled and (iii) no party to such warrant agreements shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective subsidiaries. (b) In reduced in accordance with the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants by the holders thereofsuch Notes. The Company agrees acknowledges that it will provide the Warrantholders with prior notice of the consummation of the Merger in accordance with the terms of Section 3(e) of the Outstanding Warrants, including information as to use its best efforts the portion of the Outstanding Warrants that will be deemed to (i) obtainbe automatically exercised pursuant to this Section 3.1. 3.2 Notwithstanding anything to the contrary in Section 3 of the Initial Warrants, prior to the Effective Time, consents or waivers from each Bank whereby such Bank agrees to receive the Warrant Consideration in lieu of Shares issuable upon the exercise consummation of the Bank Merger, each Warrantholder shall be entitled to elect, solely at the discretion of the Warrantholder, to exercise any Initial Warrants and held by such Warrantholder (i) by cashless exercise in accordance with their terms, or (ii) ensure that following by paying the Effective Times applicable Warrant Price (xas defined in the Initial Warrants) the Bank Warrants shall represent only the right to receive cash in an amount equal to the per share Offer Price less $.01 per shareby cash, certified check or wire transfer of funds (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to in which case such Lenders' Equity Agreement shall have the right to acquire exercise will not result in any capital stock corresponding reduction of the Company, Parent, principal and interest outstanding under the Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to the product of (i) the number of Shares issuable upon exercise of such Warrant and (ii) the difference between the Offer Price and the per Share exercise price per Warrant, without interest, which amount shall be paid from and after the Effective Timecorresponding Note).

Warrants. As additional consideration for each completed Transaction, (ai) In upon the sale of Securities during the term of this Agreement to Investors introduced (including for such purposes investors introduced by persons introduced by ▇▇▇▇▇▇▇) to Client by ▇▇▇▇▇▇▇ prior to or during the term of this Agreement and (ii) upon the sale of Securities in Future Offerings during the Participation Period to Investors introduced (excluding for such purposes investors introduced by persons introduced by ▇▇▇▇▇▇▇ other than any such investors who purchased Securities during the term of this Agreement) to Client by ▇▇▇▇▇▇▇ prior to or during the term of this Agreement, Client shall promptly ▇▇▇▇▇ ▇▇▇▇▇▇▇ warrants for the purchase of an amount equal to five percent (5%) of the Securities issued in such completed Transaction. The warrants to purchase common stock issued pursuant to Section 4 (i) shall be exercisable over a five (5) year period, have an exercise price equal to the exercise price of the Investor’s warrants and contain other customary terms as Client and ▇▇▇▇▇▇▇ agree, including the ability to assign the warrants to other accredited representatives of ▇▇▇▇▇▇▇. The warrants to purchase common stock issued pursuant to Section 4(ii) of this Section 4 shall be on the terms provided for any such warrant in any Future Offering, or if no warrants are to be issued in any Future Offering, on terms to be agreed by Client and ▇▇▇▇▇▇▇.” 3. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement. 4. Except as specifically provided herein, the Agreement is in all other respects hereby ratified and confirmed without amendment. 5. This Agreement shall be governed by and construed in accordance with the terms laws of the ESJ Exchange Agreement dated as State of June 5, 1992 among the ESJ Entities, TPC Holding Corp. New York applicable to contracts executed and the Company and the warrant certificates issued thereunder (the "Warrant Certificates"), all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS") (other than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall to be canceled and extinguished at the Effective Time, with no payment being made with respect to such ESJ Warrants) shall, following the Effective Time, be exercisable only for an amount of cash equal to the Offer Price and the holders of such ESJ Warrants wholly performed therein. The prevailing party shall be entitled to receivea reasonable sum of attorney’s fees and any other reasonable costs and expenses relating thereto. 6. The Agreement, upon surrender as amended hereby, represents the entire agreement by and between the Client and ▇▇▇▇▇▇▇ and supersedes any and all other agreements, either oral or written, with respect to the Paying Agent subject matter hereof. This letter may be executed simultaneously in two or more counterparts, each of the warrant certificates for cancellation, cash in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time (i) the ESJ Warrants shall represent only the right to receive the Warrant Consideration in lieu of Shares issuable upon exercise thereof, (ii) all warrant agreements which shall be terminated deemed an original, but all of which shall constitute one and cancelled the same instrument. Any modification of this letter will be effective only if it is in writing and (iii) no party to such warrant agreements shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective subsidiaries. (b) In accordance with the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"), the Banks hold certain rights (the "BANK WARRANTS" and, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants signed by the holders thereof. The Company agrees to use its best efforts to (i) obtain, prior to the Effective Time, consents or waivers from each Bank whereby such Bank agrees to receive the Warrant Consideration in lieu of Shares issuable upon the exercise of the Bank Warrants Client and (ii) ensure that following the Effective Times (x) the Bank Warrants shall represent only the right to receive cash in an amount equal to the per share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to the product of (i) the number of Shares issuable upon exercise of such Warrant and (ii) the difference between the Offer Price and the per Share exercise price per Warrant, without interest, which amount shall be paid from and after the Effective Time▇▇▇▇▇▇▇.

Warrants. (a) In accordance with Promptly following the terms execution of the ESJ Exchange Agreement dated as of June 5this Agreement, 1992 among the ESJ Entities, TPC Holding Corp. and the Company and the warrant certificates issued thereunder (the "Warrant Certificates"), all outstanding warrants of the Company issued pursuant thereto (the "ESJ WARRANTS") (other than ESJ Warrants owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent, which ESJ Warrants shall be canceled and extinguished use commercially reasonable efforts to ensure that at the Effective Time, all Company Warrants shall be terminated. In consideration of such termination, each holder of an In-the-Money Warrant terminated in accordance with no payment being made with respect this Section 1.9 will be entitled to receive in settlement of such ESJ Warrants) shallIn-the-Money Warrant, as promptly as practicable following the Effective Time, be exercisable only for an amount of a cash equal to payment from the Offer Price and the holders of such ESJ Warrants shall be entitled to receive, upon surrender to the Paying Agent of the warrant certificates for cancellation, cash Payment Fund (as defined in an amount equal to the Warrant Consideration. The Company shall take all actions necessary to ensure that following the Effective Time (i) the ESJ Warrants shall represent only the right to receive the Warrant Consideration in lieu of Shares issuable upon exercise thereof, (ii) all warrant agreements shall be terminated and cancelled and (iii) no party to such warrant agreements shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective subsidiaries. (b) In accordance with the terms of the Lenders' Equity Agreement dated as of June 5, 1992 between the Company and certain banks and other financial institutions (the "Banks"Section 1.11), the Banks hold certain rights (the "BANK WARRANTS" andsubject to any required withholding of taxes, collectively with the ESJ Warrants, the "WARRANTS") entitling them to receive an aggregate of 4,858 Shares (upon payment of $.01 per Share) upon the exercise of the ESJ Warrants by the holders thereof. The Company agrees to use its best efforts to (i) obtain, prior to the Effective Time, consents or waivers from each Bank whereby such Bank agrees to receive the Warrant Consideration in lieu of Shares issuable upon the exercise of the Bank Warrants and (ii) ensure that following the Effective Times (x) the Bank Warrants shall represent only the right to receive cash in an amount equal to the per share Offer Price less $.01 per share, (y) the Lenders' Equity Agreement shall be terminated and cancelled and (z) no party to such Lenders' Equity Agreement shall have the right to acquire any capital stock of the Company, Parent, the Surviving Corporation or any of their respective Subsidiaries.. (c) As used herein "WARRANT CONSIDERATION" shall mean an amount per Warrant equal to the product of (i) the total number of Shares shares of Company Common Stock otherwise issuable upon exercise of such In-the-Money Warrant and (ii) the difference between excess of the Offer Price and Merger Consideration over the per Share applicable exercise price per Warrantshare of Company Common Stock otherwise issuable upon exercise of such In-the-Money Warrant (the “In-the-Money Warrant Consideration”); provided, without interesthowever, which that with respect to any person subject to Section 16(a) of the Exchange Act, any such amount shall be paid from and as soon as practicable after the Effective Timefirst date payment can be made without liability to such person under Section 16(b) of the Exchange Act. For the avoidance of doubt, all Company Warrants that are not In-the-Money Warrants shall be terminated without payment of any consideration and without any further liability to the Company or the Surviving Corporation and shall not be accelerated, and the holders of Company Warrants shall be entitled to the In-the-Money Warrant Consideration pursuant to this Section 1.9 only to the extent such Company Warrants are In-the-Money Warrants. (b) The Company shall use commercially reasonable efforts to cause each holder of a Company Warrant to execute a written acknowledgment of such holder that (i) the payment of the In-the-Money Warrant Consideration, if any, will satisfy in full the Company’s obligation to such person pursuant to such Company Warrant and (ii) subject to the payment of the In-the-Money Warrant Consideration, if any, such Company Warrant held by such holder shall, without any action on the part of the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between the Company and the holder and neither party shall have any further rights or obligations with respect thereto and (iii) that any Company Warrant held by such holder that is not an In-the-Money Warrant shall be canceled without payment of any consideration and without any further liability to the Company or the Surviving Corporation.