<PAGE>

                                                                     Exhibit 4.6
================================================================================


                                WARRANT AGREEMENT


                            Dated as of May 26, 2000


                                 By and Between


                              SW ACQUISITION, L.P.


                                       and


                              THE BANK OF NEW YORK,


                                as Warrant Agent


                             ----------------------


                   Warrants to Purchase Partnership Interests
                             in SW Acquisition, L.P.


================================================================================
<PAGE>

<TABLE>
<CAPTION>
                                                  TABLE OF CONTENTS
                                                  -----------------

                                                                                                        Page
                                                                                                         ----
                                                        ARTICLE I

                                            ISSUANCE, FORM, EXECUTION, DELIVERY
                                          AND REGISTRATION OF WARRANT CERTIFICATES
<S>                  <C>                                                                                 <C>
SECTION 1.01.        Issuance of Warrants..............................................................   2
SECTION 1.02.        Form of Warrant Certificates......................................................   3
SECTION 1.03.        Execution of Warrant Certificates.................................................   3
SECTION 1.04.        Authentication and Delivery.......................................................   4
SECTION 1.05.        Temporary Warrant Certificates....................................................   5
SECTION 1.06.        Separation of Warrants and Shares.................................................   6
SECTION 1.07.        Registration......................................................................   6
SECTION 1.08.        Registration of Transfers or Exchanges............................................   7
SECTION 1.09.        Lost, Stolen, Destroyed, Defaced or Mutilated Warrant Certificates................  15
SECTION 1.10.        Offices for Exercise, etc.........................................................  16

SECTION 1.11.        Book-Entry Provisions for Global Warrants.........................................  17

                                                        ARTICLE II

                                              DURATION, EXERCISE OF WARRANTS;
                                         EXERCISE PRICE AND REPURCHASE OF WARRANTS

SECTION 2.01.        Duration of Warrants..............................................................  19
SECTION 2.02.        Exercise, Exercise Price, Settlement and Delivery.................................  19
SECTION 2.03.        Cancellation of Warrant Certificates..............................................  22

                                                        ARTICLE III

                                               OTHER PROVISIONS RELATING TO
                                               RIGHTS OF HOLDERS OF WARRANTS

SECTION 3.01.        Enforcement of Rights.............................................................  22

                                                        ARTICLE IV

                                           CERTAIN COVENANTS OF THE PARTNERSHIP

SECTION 4.01.        Payment of Taxes..................................................................  23
SECTION 4.02.        Rules 144 and 144A................................................................  23
SECTION 4.03.        Notice of Certain Events..........................................................  24
</TABLE>

                                      -i-
<PAGE>

                                    ARTICLE V

                                   ADJUSTMENTS
<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----
<S>                  <C>                                                                                <C>
SECTION 5.01.        Adjustment Events.................................................................  24
SECTION 5.02.        Adjustment of Applicable Capital Contribution.....................................  24

                                                        ARTICLE VI

                                               CONCERNING THE WARRANT AGENT

SECTION 6.01.        Warrant Agent.....................................................................  28
SECTION 6.02.        Conditions of Warrant Agent's Obligations.........................................  28
SECTION 6.03.        Resignation and Appointment of Successor..........................................  33

                                                        ARTICLE VII

                                                       MISCELLANEOUS

SECTION 7.01.        Amendment.........................................................................  35
SECTION 7.02.        Notices and Demands to the Partnership and Warrant Agent..........................  36
SECTION 7.03.        Addresses for Notices to Parties and for Transmission of Documents................  36
SECTION 7.04.        Notices to Holders................................................................  37
SECTION 7.05.        Applicable Law; Submission To Jurisdiction........................................  37
SECTION 7.06.        Persons Having Rights Under Agreement.............................................  37
SECTION 7.07.        Headings..........................................................................  38
SECTION 7.08.        Counterparts......................................................................  38
SECTION 7.09.        Inspection of Agreement...........................................................  38
SECTION 7.10.        Availability of Equitable Remedies................................................  38
SECTION 7.11.        Obtaining of Governmental Approvals...............................................  38




EXHIBIT A       -    Form of Warrant Certificate......................................................  A-1
EXHIBIT B       -    Form of Legend for Global Warrant................................................  B-1
EXHIBIT C       -    Certificate To Be Delivered upon Exchange or Registration of Transfer of Warrants  C-1
EXHIBIT D       -    Form of Transferee Certificate for Institutional Accredited Investors............  D-1
EXHIBIT E       -    Form of Transferee Certificate for Regulation S Transfers........................  E-1
</TABLE>

                                      -ii-
<PAGE>

                             INDEX OF DEFINED TERMS
                             ----------------------

<TABLE>
<CAPTION>
Defined Term                                                       Section
------------                                                       -------
<S>                                                                <C>
Adjustment Event...........................................        5.01
Adjustment Event Notice....................................        5.01
Affiliate..................................................        5.02(i)
Agreement..................................................        Recitals
Amended Partnership Agreement..............................        Recitals
Applicable Capital Contribution............................        1.01
Business Day...............................................        2.01
Cashless Exercise..........................................        2.02(c)
Current Market Value.......................................        5.02(i)
Definitive Warrants........................................        1.02
Depository.................................................        1.08
Election To Exercise.......................................        2.02(b)
Exercisability Date........................................        2.02(a)
Exercise Date..............................................        2.02(d)
Exercise Event.............................................        2.02(a)
Exercise Price.............................................        2.02(a)
Expiration Date............................................        2.01
Fundamental Transaction....................................        5.01(c)
General Partner............................................        1.03
Global Partnership Interests...............................        2.02(f)
Global Warrants............................................        1.02
Independent Warrant Appraiser..............................        5.02(c)
Institutional Accredited Investor..........................        1.08(a)
Initial Public Equity Offering.............................        2.02(a)
Issue Date.................................................        1.08(g)
Officers' Certificate......................................        1.08(d)
144A Global Warrant........................................        1.02
Participants...............................................        1.11(a)
Partnership................................................        Recitals
Partnership Appraiser......................................        5.02(a)
Partnership Interest.......................................        1.01
Person.....................................................        2.02(a)
Private Placement Legend...................................        1.08(g)
Purchase Agreement.........................................        Recitals
Purchaser..................................................        Recitals
QIB........................................................        1.08(a)
Registrar..................................................        1.07
Regulation S Global Warrant................................        1.02
Related Parties............................................        6.02(e)
Requisite Warrant Holders..................................        7.01
Resale Restriction Termination Date........................        1.08(a)
Securities Act.............................................        1.02
Separability Date..........................................        1.06
Separation.................................................        1.06
Shares.....................................................        Recitals
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<CAPTION>
Defined Term                                                       Section
------------                                                       -------
<S>                                                                <C>
Statement of Resolution....................................        Recitals
Subject Class..............................................        4.03
TNP........................................................        Recitals
Units......................................................        Recitals
Warrant Agent..............................................        Recitals
Warrant Agent Office.......................................        1.10
Warrant Certificates.......................................        Recitals
Warrant Exercise Office....................................        2.02(b)
Warrant Register...........................................        1.07
Warrantholder Appraiser....................................        5.02(b)
Warrants...................................................        Recitals
</TABLE>

                                      -iv-
<PAGE>

                               WARRANT AGREEMENT
                               -----------------

          WARRANT AGREEMENT, dated as of May 26, 2000 (the "Agreement") by and
                                                            ---------
between SW ACQUISITION, L.P., a Texas limited partnership (together with any
successor thereto, the "Partnership"), and The Bank of New York, a New York
                        -----------
banking association, as warrant agent (together with any successor Warrant
Agent, the "Warrant Agent").
            -------------

          WHEREAS, the Partnership has entered into a purchase agreement (the

"Purchase Agreement") dated as of May 19, 2000 by and among the Partnership, TNP
-------------------
Enterprises, Inc., a Texas corporation whose common equity is wholly owned by
the Partnership ("TNP"), and the purchasers named therein (each a "Purchaser"
                  ---                                              ---------
and collectively, the "Purchasers") in which the Partnership and TNP have agreed
                       ----------
to issue and sell to the Purchasers 100,000 units (the "Units") consisting of
                                                        -----
100,000 shares of 14 1/2% Senior Redeemable Preferred Stock of TNP (the
"Shares") and 100,000 warrants (the "Warrants") to purchase limited partnership
                                     --------
interests of the Partnership which, in the aggregate, will entitle the holders
to receive the amount limited partners who had made an aggregate $3,753,886.01
capital contribution (3.5% of total contributions as of the date of this
Agreement) would receive of the residual distributions to all partners in
accordance with their capital contributions after a return of capital and
preferred distributions are made to the limited partners (other than holders of
limited partnership interests issued upon exercise of the Warrants) and the
general partner, subject to adjustment as described herein at a price equal to
$.01 per Partnership Interest (as defined below).  The certificates evidencing
the Warrants are herein referred to collectively as the "Warrant Certificates";
                                                         --------------------

          WHEREAS, on the date hereof the existing partners of the Partnership
executed the Amended and Restated Agreement of Limited Partnership of SW
Acquisition, L.P. (the "Amended Partnership Agreement") amending and restating
                        -----------------------------
the Amended and Restated Agreement of Limited Partnership of SW Acquisition,
L.P. dated as of April 7, 2000, in order to permit the issuance of the Warrants
and the limited partnership interests issuable upon exercise of the Warrants;

          WHEREAS, the Partnership desires the Warrant Agent, as warrant agent,
to assist the Partnership in connection with the issuance, exchange,
cancellation, replacement and exercise of the Warrants, and in this Agreement
wishes to set forth, among other things, the terms and conditions on which the
War-
<PAGE>

                                      -2-


rants may be issued, exchanged, canceled, replaced and exercised;

          WHEREAS, the Shares and the Warrants comprising parts of the Units
shall not be separately transferable until the Separability Date (as defined
below); and

          WHEREAS, the Shares will have the terms set forth in the Statement of
Resolution filed by TNP with the Secretary of State of the State of Texas on May
25,2000 (the "Statement of Resolution") and holders of the Shares will have the
              -----------------------
benefits of the Registration Rights Agreement (as defined in the Purchase
Agreement).

          NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE I

                      ISSUANCE, FORM, EXECUTION, DELIVERY
                   AND REGISTRATION OF WARRANT CERTIFICATES
                   ----------------------------------------

          SECTION 1.01.  Issuance of Warrants.  Warrants comprising part of the
                         --------------------
Units shall be originally issued in connection with the issuance of the Units
and such Warrants shall not be separately transferable from the Shares until on
or after the Separability Date as provided in Section 1.06 hereof.

          Each Warrant Certificate shall evidence the number of Warrants
specified therein, and each Warrant evidenced thereby shall, when exercisable as
provided herein and therein, represent the right, subject to the provisions
contained herein and therein, to purchase from the Partnership (and the
Partnership shall issue and sell to the holder of such Warrant upon exercise
thereof) a limited partnership interest entitling the holder of such limited
partnership interest to receive the amount a limited partner who had made a
$37.5388601 capital contribution (the "Applicable Capital Contribution")
                                       -------------------------------
(0.000035% of total capital contributions as of the date of this Agreement)
would receive of the distributions to all partners in accordance with their
capital contributions pursuant to Section 5.1(e) of the Amended Partnership
Agreement (a "Partnership Interest") at an exercise price of $.01 per
Partnership Interest.  The Applicable Capital Contribution is subject to
adjustment as provided herein and in the Warrant.

          SECTION 1.02.  Form of Warrant Certificates.  The Warrant Certificates
                         ----------------------------
will initially be issued either in global
<PAGE>

                                      -3-


form as 144A Global Warrants or Regulation S Global Warrants (collectively, the
"Global Warrants"), substantially in the form of Exhibit A hereto, or in
 ---------------                                 ---------
registered form as definitive Warrant Certificates (the "Definitive Warrants")
                                                         -------------------
substantially in the form of Exhibit A attached hereto. Any Global Warrants to
                             ---------
be delivered pursuant to this Agreement shall bear the legend set forth in
Exhibit B attached hereto. Such Global Warrants shall represent such of the
---------
outstanding Warrants as shall be specified therein and each shall provide that
it shall represent the aggregate amount of outstanding Warrants from time to
time endorsed thereon and that the aggregate amount of outstanding Warrants
represented thereby may from time to time be reduced or increased, as
appropriate. Any endorsement of a Global Warrant to reflect the amount of any
increase or decrease in the amount of outstanding Warrants represented thereby
shall be made by the Warrant Agent and the Depository (as defined below) in
accordance with instructions given by the holder thereof. The Depository Trust
Company shall act as the Depository with respect to the Global Warrants, if
issued, until a successor shall be appointed by the Partnership and the Warrant
Agent. Upon written request, a holder of record of Warrants may receive from the
Warrant Agent or the Depository Definitive Warrants as set forth in Section 1.08
hereof.

          "144A Global Warrant" means a permanent global security in registered
           -------------------
form representing the aggregate principal amount of Warrants sold in reliance on
Rule 144A.

          "Regulation S Global Warrant" means a permanent global security in
           ---------------------------
registered form representing the aggregate principal amount of Warrants sold in
reliance on Regulation S under the Securities Act.

          "Securities Act" means the Securities Act of 1933, as amended.
           --------------

          SECTION 1.03.  Execution of Warrant Certificates.  The Warrant
                         ---------------------------------
Certificates shall be executed on behalf of the Partnership by the manager of SW
II Acquisition LLC (the "General Partner"), a Texas limited liability company
and general partner of SW I Acquisition GP, L.P., a Texas limited partnership
and general partner of the Partnership.  Such signature may be the manual or
facsimile signature of such person.  Typographical and other minor errors or
defects in any such reproduction of any such signature shall not affect the
validity or enforceability of any Warrant Certificate that has been duly
countersigned and delivered by the Warrant Agent.
<PAGE>

                                      -4-


          In case the manager of the General Partner who shall have signed any
of the Warrant Certificates shall cease to be such manager of the General
Partner before the Warrant Certificate so signed shall be countersigned and
delivered by the Warrant Agent or disposed of by the Partnership, such Warrant
Certificate nevertheless may be countersigned and delivered or disposed of as
though the person who signed such Warrant Certificate had not ceased to be the
manager of the General Partner; and any Warrant Certificate may be signed on
behalf of the Partnership by such person as, at the actual date of the execution
of such Warrant Certificate, shall be the proper manager of the General Partner
although at the date of the execution and delivery of this Agreement any such
person was not such proper officer of the General Partner.

          SECTION 1.04.  Authentication and Delivery.  Subject to the
                         ---------------------------
immediately following paragraph, Warrant Certificates shall be authenticated by
manual or facsimile signature and dated the date of authentication by the
Warrant Agent and shall not be valid for any purpose unless so authenticated and
dated.  The Warrant Certificates shall be numbered and shall be registered in
the Warrant Register (as defined in Section 1.07 hereof).

          Upon the receipt by the Warrant Agent of a written order of the
Partnership, which order shall be signed by the manager of the General Partner,
and shall specify the amount of Warrants to be authenticated, whether the
Warrants are to be Global Warrants or Definitive Warrants, the date of such
Warrants and such other information as the Warrant Agent may reasonably request,
without any further action by the Partnership, the Warrant Agent is authorized,
upon receipt from the Partnership at any time and from time to time of the
Warrant Certificates, duly executed as provided in Section 1.03 hereof, to
authenticate the Warrant Certificates and upon the holder's request deliver
them.  Such authentication shall be by a duly authorized signatory of the
Warrant Agent (although it shall not be necessary for the same signatory to sign
all Warrant Certificates).

          In case any authorized signatory of the Warrant Agent who shall have
authenticated any of the Warrant Certificates shall cease to be such authorized
signatory before the Warrant Certificate shall be disposed of by the Partnership
or the Warrant Agent, such Warrant Certificate nevertheless may be delivered or
disposed of as though the person who authenticated such Warrant Certificate had
not ceased to be such authorized signatory of the Warrant Agent; and any Warrant
Certificate may
<PAGE>

                                      -5-


be authenticated on behalf of the Warrant Agent by such persons as, at the
actual time of authentication of such Warrant Certificates, shall be the duly
authorized signatories of the Warrant Agent, although at the time of the
execution and delivery of this Agreement any such person is not such an
authorized signatory.

          The Warrant Agent's authentication on all Warrant Certificates shall
be in substantially the form set forth in Exhibit A hereto.
                                          ---------

          SECTION 1.05.  Temporary Warrant Certificates.  Pending the
                         ------------------------------
preparation of definitive Warrant Certificates, the Partnership may execute, and
the Warrant Agent shall authenticate and deliver, temporary Warrant
Certificates, which are printed, lithographed, typewritten or otherwise
produced, substantially of the tenor of the definitive Warrant Certificates in
lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Warrant
Certificates may determine, as evidenced by their execution of such Warrant
Certificates.

          If temporary Warrant Certificates are issued, the Partnership will
cause definitive Warrant Certificates to be prepared without unreasonable delay.
After the preparation of definitive Warrant Certificates, the temporary Warrant
Certificates shall be exchangeable for definitive Warrant Certificates upon
surrender of the temporary Warrant Certificates at any office or agency
maintained by the Partnership for that purpose pursuant to Section 1.10 hereof.
Subject to the provisions of Section 4.01 hereof, such exchange shall be without
charge to the holder.  Upon surrender for cancellation of any one or more
temporary Warrant Certificates, the Partnership shall execute, and the Warrant
Agent shall authenticate and deliver in exchange therefor, one or more
definitive Warrant Certificates representing in the aggregate a like number of
Warrants.  Until so exchanged, the holder of a temporary Warrant Certificate
shall in all respects be entitled to the same benefits under this Agreement as a
holder of a definitive Warrant Certificate.

          SECTION 1.06.  Separation of Warrants and Shares.  The Shares and the
                         ---------------------------------
Warrants will not be separately transferable until the Separability Date.

"Separability Date" shall mean the earliest to occur of:  (1) 180 days after the
------------------
date of this Agreement; (2) the occurrence of a Change of Control (as defined in
the Statement of Resolution); (3) the occurrence of a Voting Rights Triggering
Event (as defined in the Statement of Resolution); (4) the effectiveness of a
registration statement
<PAGE>

                                      -6-


under the Securities Act with respect to the Shares or the Exchange Shares (as
defined in the Registration Rights Agreement); or (5) such earlier date as
determined by CIBC World Markets Corp. in its discretion and specified to the
Partnership, the transfer agent for the Shares and the Warrant Agent in writing.
The surrender of a Unit certificate for separate Warrant certificates and Share
certificates is herein referred to as a "Separation." The Partnership shall
                                         ----------
promptly notify the Warrant Agent of the Separability Date.

          SECTION 1.07.  Registration.  The Partnership will keep, at the office
                         ------------
or agency maintained by the Partnership for such purpose, a register or
registers in which, subject to such reasonable regulations as it may prescribe,
the Partnership shall provide for the registration of, and registration of
transfer and exchange of, Warrants as provided in this Article.  Each person
designated by the Partnership from time to time as a person authorized to
register the transfer and exchange of the Warrants is hereinafter called,
individually and collectively, the "Registrar."  The Partnership hereby
                                    ---------
initially appoints the Warrant Agent as Registrar.  Upon written notice to the
Warrant Agent and any acting Registrar, the Partnership may appoint a successor
Registrar for such purposes.

          The Partnership will at all times designate one person (who may be the
Partnership and who need not be a Registrar) to act as repository of a master
list of names and addresses of the holders of Warrants (the "Warrant Register").
                                                             ----------------
The Warrant Agent will act as such repository unless and until some other person
is, by written notice from the Partnership to the Warrant Agent and the
Registrar, designated by the Partnership to act as such. The Partnership shall
cause each Registrar to furnish to such repository, on a current basis, such
information as to all registrations of transfer and exchanges effected by such
Registrar, as may be necessary to enable such repository to maintain the Warrant
Register on as current a basis as is practicable.

          SECTION 1.08.  Registration of Transfers or Exchanges.
                         --------------------------------------

          (a)  Transfer or Exchange of Definitive Warrants.  When Definitive
               -------------------------------------------
Warrants are presented to the Warrant Agent with a request from the holder:

     (i)  to register the transfer of the Definitive Warrants; or
<PAGE>

                                      -7-


     (ii)  to exchange such Definitive Warrants for an equal number of
           Definitive Warrants of other authorized denominations,

the Warrant Agent shall register the transfer or make the exchange as requested
if the requirements under this Warrant Agreement as set forth in this Section
1.08 hereof for such transactions are met; provided, however, that the
                                           --------  -------
Definitive Warrants presented or surrendered by a holder for registration of
transfer or exchange:

     (x)   shall be duly endorsed or accompanied by a written instruction of
           transfer or exchange in form satisfactory to the Partnership and the
           Warrant Agent, duly executed by such holder or by his attorney, duly
           authorized in writing; and

     (y)   in the case of Warrants the offer and sale of which have not been
           registered under the Securities Act and are presented for transfer or
           exchange prior to (X) the date which is two years (or such shorter
           period as may be prescribed by Rule 144(k) (or any successor
           provision thereto)) after the later of the date of original issuance
           of the Warrants and the last date on which the Partnership or any
           affiliate of the Partnership was the owner of such Warrants, or any
           predecessor thereto, and (Y) such later date, if any, as may be
           required by any subsequent change in applicable law (the "Resale
                                                                     ------
           Restriction Termination Date"), such Warrants shall be accompanied by
           ----------------------------
           the following additional information and documents, as applicable:

           (A) if such Warrants are being delivered to the Warrant Agent by a
               holder for registration in the name of such holder, without
               transfer, a certification from such holder to that effect (in
               substantially the form of Exhibit C hereto); or
                                         ---------

           (B) if such Warrants are being transferred to a qualified
               institutional buyer (as defined in Rule 144A under the Securities
               Act) (a "QIB") in accordance with Rule 144A under the Securities
                        ---
               Act, a certification from the transferor to that effect (in
               substantially the form of Exhibit C hereto); or
                                         ---------
<PAGE>

                                      -8-


          (C)  if such Warrants are being transferred to an institutional
               "accredited investor" within the meaning of subparagraphs (a)(1),
               (a)(2), (a)(3) or (a)(7) of Rule 501 under the Securities Act (an
               "Institutional Accredited Investor"), delivery by the transferor
                ---------------------------------
               of a certification to that effect (in substantially the form of

               Exhibit C hereto), and delivery by the proposed transferee of a
               ---------
               Transferee Certificate for Institutional Accredited Investors (in
               substantially the form of Exhibit D hereto); or
                                         ---------

          (D)  if such Warrants are being transferred in reliance on Regulation
               S under the Securities Act, delivery by the transferor of a
               certification to that effect (in substantially the form of

               Exhibit C hereto), and a Certificate for Regulation S Transfers
               ---------
               in the form of Exhibit E hereto; or
                              ---------

          (E)  if such Warrants are being transferred in reliance on Rule 144
               under the Securities Act, delivery by the transferor of (i) a
               certification from the transferor to that effect (in
               substantially the form of Exhibit C hereto), and (ii) an opinion
                                         ---------
               of counsel reasonably  satisfactory to the Partnership to the
               effect that such transfer is in compliance with the Securities
               Act; or

          (F)  if such Warrants are being transferred in reliance on another
               exemption from the registration requirements of the Securities
               Act, a certification from the transferor to that effect (in
               substantially the form of Exhibit C hereto) and an opinion of
                                         ---------
               counsel reasonably satisfactory to the Partnership to the effect
               that such transfer is in compliance with the Securities Act;

               provided that the Partnership may, based upon the views of its
               --------
               own counsel, instruct the Warrant Agent not to register such
               transfer in any case where the proposed transferee is not a QIB,
               Non-U.S. Person or Institutional Accredited Investor.

          (b)  Restrictions on Transfer of a Definitive Warrant for a Beneficial
               -----------------------------------------------------------------
Interest in a Global Warrant.  A Definitive Warrant may not be transferred by a
----------------------------
holder for a beneficial in-
<PAGE>

                                      -9-


terest in a Global Warrant except upon satisfaction of the requirements set
forth below. Upon receipt by the Warrant Agent of a Definitive Warrant, duly
endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Warrant Agent, together with:

          (A)  certification from such holder (in substantially the form of
               Exhibit C hereto) that such Definitive Warrant is being
               ---------
               transferred to (I) a QIB in accordance with Rule 144A under the
               Securities Act, (II) to an Institutional Accredited Investor or
               (III) in an offshore transaction in reliance on Regulation S and,
               with respect to (II) or (III), at the option of the Partnership
               or the Warrant Agent, an Opinion of Counsel reasonably acceptable
               to the Partnership to the effect that such transfer is in
               compliance with the Securities Act; and

          (B)  written instructions directing the Warrant Agent to make, or to
               direct the Depository to make, an endorsement on the applicable
               Global Warrant to reflect an increase in the aggregate amount of
               the Warrants represented by the Global Warrant,

then the Warrant Agent shall cancel such Definitive Warrant and cause, or direct
the Depository to cause, in accordance with the standing instructions and
procedures existing between the Depository and the Warrant Agent, the number of
Partnership Interests represented by the applicable Global Warrant to be
increased accordingly.  If no 144A Global Warrant or Regulation S Global Warrant
is then outstanding, the Partnership shall issue and the Warrant Agent shall
upon written instructions from the Partnership authenticate a new Global Warrant
in the appropriate amount.

               (c)  Transfer or Exchange of Global Warrants.  The transfer or
                    ---------------------------------------
exchange of Global Warrants or beneficial interests therein shall be effected
through the Depository, in accordance with this Section 1.08, the Private
Placement Legend, this Agreement (including the restrictions on transfer set
forth herein) and the procedures of the Depository therefor.  Upon receipt by
the Registrar or Co-Registrar of written instructions, or such other instruction
as is customary for the Depository, from the Depository or its nominee,
requesting the registration of transfer of an interest in a 144A Global Warrant,
a Regulation S Global Warrant, as the case may be, to another type of Global
Warrant, together with the applicable Global Warrants (or, if the applicable
type of Global Warrant
<PAGE>

                                     -10-


required to represent the interest as requested to be obtained is not then
outstanding, only the Global Warrant representing the interest being
transferred), the Registrar or Co-Registrar shall reflect on its books and
records (and the applicable Global Warrant) the applicable increase and decrease
of the principal amount of Warrants represented by such types of Global
Warrants, giving effect to such transfer. If the applicable type of Global
Warrant required to represent the interest as requested to be obtained is not
outstanding at the time of such request, the Partnership shall issue and the
Warrant Agent shall, upon written instructions from the Partnership in
accordance with Section 1.08, authenticate a new Global Warrant of such type in
principal amount equal to the principal amount of the interest requested to be
transferred.

          (d)  Transfer or Exchange of a Beneficial Interest in a Global Warrant
               -----------------------------------------------------------------
for a Definitive Warrant.
------------------------

     (i)  Any person having a beneficial interest in a Global Warrant may
          transfer or exchange such beneficial interest for a Definitive
          Warrant; provided, however, that prior to the Registration, a
                   --------  -------
          transferee that is a QIB or Institutional Accredited Investor may not
          exchange a beneficial interest in a Global Warrant for a Definitive
          Warrant until receipt by the Warrant Agent of written instructions or
          such other form of instructions as is customary for the Depository
          from the Depository or its nominee on behalf of any person having a
          beneficial interest in a Global Warrant, including a written order
          containing registration instructions and, in the case of any such
          transfer or exchange of a beneficial interest in Warrants the offer
          and sale of which have not been registered under the Securities Act,
          the following additional information and documents:

          (A)  if such beneficial interest is being transferred to the person
               designated by the Depository as being the beneficial owner, a
               certification from such person to that effect (in substantially
               the form of Exhibit C hereto); or
                           ---------

          (B)  if such beneficial interest is being transferred in reliance on
               Regulation S under the Securities Act, delivery by the transferor
               of (i) a certification to that effect (in substantially the form
               of Exhibit C hereto), and (ii) a Certifi-
                  ---------
<PAGE>

                                     -11-

               cate for Regulation S Transfers in the form of Exhibit E hereto;
                                                              ---------
               or

          (C)  if such beneficial interest is being transferred in reliance on
               Rule 144 under the Securities Act, delivery by the transferor of
               (i) a certification to that effect (in substantially the form of
               Exhibit C hereto) and (ii) an opinion of counsel reasonably
               ---------
               satisfactory to the Partnership to the effect that such transfer
               is in compliance with the Securities Act; or

          (D)  if such beneficial interest is being transferred in reliance on
               another exemption from the registration requirements of the
               Securities Act, a certification from the transferor to that
               effect (in substantially the form of Exhibit C hereto) and an
                                                    ---------
               opinion of counsel reasonably satisfactory to the Partnership to
               the effect that such transfer is in compliance with the
               Securities Act; provided that the Partnership may instruct the
                               --------
               Warrant Agent not to register such transfer in any case where the
               proposed transferee is not a QIB, Non-U.S. Person or
               Institutional Accredited Investor.

          then the Warrant Agent will cause, in accordance with the standing
          instructions and procedures existing between the Depository and the
          Warrant Agent, the aggregate amount of the Global Warrant to be
          reduced and, following such reduction, the Partnership will execute
          and, upon receipt of an authentication order in the form of an
          officers' certificate (a certificate signed by the manager of the
          General Partner) (an "Officers' Certificate"), the Warrant Agent will
                                ---------------------
          authenticate and deliver to the transferee a Definitive Warrant.  The
          Warrant Agent shall not be deemed to have knowledge of any
          registration under the Securities Act unless it receives an Officers'
          Certificate specifying such registration.

     (ii) Definitive Warrants issued in exchange for a beneficial interest in a
          Global Warrant pursuant to this Section 1.08(d) shall be registered in
          such names and in such authorized denominations as the Depository,
          shall instruct the Warrant Agent in writing. The Warrant Agent shall
          deliver such Definitive Warrants to the persons in whose names such
          Warrants
<PAGE>

                                     -12-


          are so registered and adjust the Global Warrant pursuant to
          paragraph (h) of this Section 1.08.

          (e)  Restrictions on Transfer or Exchange of Global Warrants.
               -------------------------------------------------------
Notwithstanding any other provisions of this Agreement (other than the
provisions set forth in subsection (f) of this Section 1.08), a Global Warrant
may not be transferred or exchanged as a whole except by the Depository to a
nominee of the Depository or by a nominee of the Depository to the Depository or
another nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.

          (f)  Authentication of Definitive Warrants in Absence of Depository.
               --------------------------------------------------------------
If at any time:

     (i)  the Depository for the Global Warrants notifies the Partnership and
          the Warrant Agent that the Depository is unwilling or unable to
          continue as Depository for the Global Warrants and a successor
          Depository for the Global Warrants is not appointed by the
          Partnership within 90 days after delivery of such notice; or

     (ii) The Partnership, at its sole discretion, notifies the Warrant Agent
          in writing that it elects to cause the issuance of Definitive
          Warrants for all Global Warrants under this Agreement,

then the Partnership will execute, and the Warrant Agent will, upon receipt of
an Officers' Certificate requesting the authentication and delivery of
Definitive Warrants, authenticate and deliver Definitive Warrants, in an
aggregate number equal to the aggregate number of warrants represented by the
Global Warrant, in exchange for such Global Warrant.

          (g)  Private Placement Legend.  Upon the registration of transfer,
               ------------------------
exchange or replacement of Warrant Certificates not bearing the legend set forth
in the first paragraph of Exhibit A attached hereto (the "Private Placement
                          ---------                       -----------------
Legend"), the Warrant Agent shall deliver Warrant Certificates that do not  bear
------
the Private Placement Legend.  Upon the registration of transfer, exchange or
replacement of Warrant Certificates bearing the Private Placement Legend, the
Warrant Agent shall deliver Warrant Certificates that bear the Private Placement
Legend unless, and the Warrant Agent is hereby authorized to deliver Warrant
Certificates without the Private Placement Legend if, (i) the requested transfer
is not prior to the date
<PAGE>

                                     -13-


which is two years (or such shorter period as may be prescribed by Rule 144(k)
(or any successor provision thereto) under the Securities Act or any successor
provision thereunder) after the later of the original issue date of the Warrants
(the "Issue Date") or the last day on which the Partnership or any of its
      ----------
Affiliates was the owner of the Warrant or any predecessor security, (ii) there
is delivered to the Warrant Agent an opinion of counsel reasonably satisfactory
to the Partnership and the Warrant Agent to the effect that neither such legend
nor the related restrictions on transfer are required in order to maintain
compliance with the provisions of the Securities Act or (iii) the Warrants to be
transferred or exchanged represented by such Warrant Certificates are being
transferred or exchanged pursuant to an effective registration statement under
the Securities Act.

           (h)  Cancellation or Adjustment of a Global Warrant.  At such time as
                ----------------------------------------------
all beneficial interests in a Global Warrant have either been exchanged for
Definitive Warrants, redeemed, repurchased or canceled, such Global Warrant
shall be returned to the Partnership or, upon written order to the Warrant Agent
in the form of an Officers' Certificate from the Partnership, retained and
canceled by the Warrant Agent.  At any time prior to such cancellation, if any
beneficial interest in a Global Warrant is exchanged for Definitive Warrants,
redeemed, repurchased or canceled, the number of Warrants represented by such
Global Warrant shall be reduced and an endorsement shall be made on such Global
Warrant by the Warrant Agent to reflect such reduction.

           (i)  Obligations with Respect to Transfers or Exchanges of Definitive
                ----------------------------------------------------------------
Warrants.
--------

     (i)   To permit registrations of transfers or exchanges, the Partnership
           shall execute, at the Warrant Agent's request, and the Warrant Agent
           shall authenticate Definitive Warrants and Global Warrants.

     (ii)  All Definitive Warrants and Global Warrants issued upon any
           registration, transfer or exchange of  Definitive Warrants or
           Global Warrants shall be the valid obligations of the
           Partnership, entitled to the same benefits under this Warrant
           Agreement as the Definitive Warrants or Global Warrants
           surrendered upon the registration of transfer or exchange.

     (iii) Prior to due presentment for registration of transfer of any Warrant,
           the Warrant Agent and the
<PAGE>

                                     -14-


           Partnership may deem and treat the person in whose name any Warrant
           is registered as the absolute owner of such Warrant, and neither the
           Warrant Agent nor the Partnership shall be affected by notice to the
           contrary.

           (j)     Restriction on Transfer of Warrants Without General Partner
                   -----------------------------------------------------------
Approval.  Notwithstanding any other provision of this Agreement, the Warrant
--------
Agent shall not permit the transfer of any Global Warrant or Definitive Warrant
unless the Warrant Agent has received confirmation from the general partner of
the Partnership that the general partner is reasonably satisfied that:

           (i)     The transfer will not cause the Partnership to be treated as
     an association taxable as a corporation for Federal income tax purposes;

           (ii)    The transfer will not result in the termination of the
     Partnership for Federal income tax purposes;

           (iii)   The transfer will not result in the Partnership or any of its
     partners being subject to regulation as a public utility holding company
     under the Public Utility Holding Company Act of 1935, as amended, or any
     other similar state or federal law, or as a public utility under the
     Federal Power Act;

           (iv)    The transfer will not cause the Partnership to be treated as
     a "publicly traded partnership" (within the meaning of Code (as defined in
     the Amended Partnership Agreement) Section 7704);

           (v)     The transfer will not violate any applicable Federal or state
     law, rule or regulation, including, without limitation, the Securities Act
     or any other applicable Federal or state securities laws, rules or
     regulations;

           (vi)    The transfer will not cause some or all of the Partnership
     Assets (as defined in the Amended Partnership Agreement) to be "plan
     assets" or the trading and investment activity of the Partnership to
     constitute "prohibited transactions" under ERISA (as defined in the Amended
     Partnership Agreement) or the Code; and
<PAGE>

                                     -15-


            (vii)  The transfer will not cause the Partnership to be an
     investment company required to be registered under the Investment Company
     Act of 1940, as amended.

          "Depositary" means, with respect to the Warrants issued in the form of
           ----------
one or more Global Warrants, The Depository Trust Company or another Person
designated as Depository by the Partnership, which must be a clearing agency
registered under the Exchange Act.

          SECTION 1.09.  Lost, Stolen, Destroyed, Defaced or Mutilated Warrant
                         -----------------------------------------------------
Certificates.  Upon receipt by the Partnership and the Warrant Agent (or any
------------
agent of the Partnership or the Warrant Agent, if requested by the Partnership)
of evidence satisfactory to them of the loss, theft, destruction, defacement, or
mutilation of any Warrant Certificate and of an indemnity bond satisfactory to
them and, in the case of mutilation or defacement, upon surrender thereof to the
Warrant Agent for cancellation, then, in the absence of notice to the
Partnership or the Warrant Agent that such Warrant Certificate has been acquired
by a bona fide purchaser or holder in due course, the Partnership shall execute,
     ---- ----
and an authorized signatory of the Warrant Agent shall manually authenticate and
deliver, in exchange for or in lieu of the lost, stolen, destroyed, defaced or
mutilated Warrant Certificate, a new Warrant Certificate representing a like
number of Warrants, bearing a number or other distinguishing symbol not
contemporaneously outstanding.  The Partnership or the Warrant Agent may require
an indemnity bond that is sufficient in the judgment of the Partnership and the
Warrant Agent to protect the Partnership and the Warrant Agent from any loss
which any of them may suffer if a Warrant Certificate is replaced.  Upon the
issuance of any new Warrant Certificate under this Section in a name other than
the prior registered holder of the lost, stolen, destroyed, defaced or mutilated
Warrant Certificate, the Partnership may require the payment from the holder of
such Warrant Certificate of a sum sufficient to cover any tax, stamp tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Warrant Agent and the
Registrar) in connection therewith.  Every substitute Warrant Certificate
executed and delivered pursuant to this Section in lieu of any lost, stolen or
destroyed Warrant Certificate shall constitute an additional contractual
obligation of the Partnership, whether or not the lost, stolen or destroyed
Warrant Certificate shall be at any time enforceable by anyone, and shall be
entitled to the benefits of (but shall be subject to all the limitations of
rights set forth in) this Agreement equally and proportionately with any and all
other
<PAGE>

                                     -16-


Warrant Certificates duly executed and delivered hereunder. The provisions of
this Section 1.09 are exclusive with respect to the replacement of lost, stolen,
destroyed, defaced or mutilated Warrant Certificates and shall preclude (to the
extent lawful) any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement of lost, stolen, destroyed, defaced or mutilated Warrant
Certificates.

          The Warrant Agent is hereby authorized to authenticate in accordance
with the provisions of this Agreement, and deliver the new Warrant Certificates
required pursuant to the provisions of this Section.

          SECTION 1.10.  Offices for Exercise, etc.  So long as any of the
                         -------------------------
Warrants remain outstanding, the Partnership will designate and maintain in the
Borough of Manhattan, The City of New York:  (a) an office or agency where the
Warrant Certificates may be presented for exercise, (b) an office or agency
where the Warrant Certificates may be presented for registration of transfer and
for exchange (including the exchange of temporary Warrant Certificates for
definitive Warrant Certificates pursuant to Section 1.05 hereof), and (c) an
office or agency where notices and demands to or upon the Partnership in respect
of the Warrants or of this Agreement may be served.  The Partnership may from
time to time change or rescind such designation, as it may deem desirable or
expedient; provided, however, that an office or agency shall at all times be
           --------  -------
maintained in the Borough of Manhattan, The City of New York, as provided in the
first sentence of this Section.  In addition to such office or offices or agency
or agencies, the Partnership may from time to time designate and maintain one or
more additional offices or agencies within or outside The City of New York,
where Warrant Certificates may be presented for exercise or for registration of
transfer or for exchange, and the Partnership may from time to time change or
rescind such designation, as it may deem desirable or expedient.  The
Partnership will give to the Warrant Agent written notice of the location of any
such office or agency and of any change of location thereof.  The Partnership
hereby designates the Warrant Agent at its corporate trust office identified at
101 Barclay Street, Floor 21 West, New York, New York 10286 (the "Warrant Agent
                                                                  -------------
Office"), as the initial agency maintained for each such purpose.  In case the
------
Partnership shall fail to maintain any such office or agency or shall fail to
give such notice of the location or of any change in the location thereof,
presentations and demands may be made and notice may be served at the Warrant
Agent Office and the Partnership appoints the Warrant
<PAGE>

                                     -17-

Agent as its agent to receive all such presentations, surrenders, notices and
demands.

          SECTION 1.11.  Book-Entry Provisions for Global Warrants.  (a)  The
                         -----------------------------------------
Global Warrants, if issued, initially shall (i) be registered in the name of the
Depository or the nominee of such Depository, (ii) be delivered to the Warrant
Agent as custodian for such Depository and (iii) bear legends as set forth in
Exhibit B.
---------

          Members of, or participants in, the Depository ("Participants") shall
                                                           ------------
have no rights under this Warrant Agreement with respect to any Global Warrant
held on their behalf by the Depository, or the Warrant Agent as its custodian,
or under the Global Warrant, and the Depository may be treated by the
Partnership, the Warrant Agent and any agent of the Partnership or the Warrant
Agent as the absolute owner of the Global Warrant for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Partnership, the
Warrant Agent or any agent of the Partnership or the Warrant Agent from giving
effect to any written certification, proxy or other authorization furnished by
the Depository or impair, as between the Depository and Participants, the
operation of customary practices governing the exercise of the rights of a
beneficial owner in a Global Warrant.

          (b)  Transfers of Global Warrants shall be limited to transfers in
whole, but not in part, to the Depository, its successors or their respective
nominees.  Interests of beneficial owners in the Global Warrants may be
transferred or exchanged for Definitive Warrants in accordance with the rules
and procedures of the Depository and the provisions of Section 1.08; provided,
                                                                     --------
however, that Definitive Warrants shall be transferred to all beneficial owners
-------
in exchange for their beneficial interests in Global Warrants if (i) the
Depository notifies the Partnership that it is unwilling or unable to continue
as Depository for any Global Warrant and a successor Depository is not appointed
by the Partnership within 90 days of such notice, (ii) the Partnership, at its
option, notifies the Warrant Agent in writing that it elects to cause the
issuance of the Warrants as Definitive Warrants or (iii) an Event of Default has
occurred and is continuing and the Registrar has received a request from the
Depository to issue Definitive Warrants.

          (c)  In connection with any transfer or exchange of a portion of the
beneficial interest in a Global Warrant to beneficial owners pursuant to
paragraph (b), the Registrar shall
<PAGE>

                                     -18-


(if one or more Definitive Warrants are to be issued) reflect on its books and
records the date and a decrease in the principal amount of such Global Warrant
in an amount equal to the principal amount of the beneficial interest in the
Global Warrant to be transferred, and the Partnership shall execute, and the
Warrant Agent shall authenticate and deliver, one or more Definitive Warrants of
like tenor and amount.

          (d)  In connection with the transfer of Global Warrants as an entirety
to beneficial owners pursuant to paragraph (b) of this Section 1.11, the Global
Warrants shall be deemed to be surrendered to the Warrant Agent for
cancellation, and the Partnership shall execute, and the Warrant Agent shall
upon written instructions from the Partnership authenticate and deliver, to each
beneficial owner identified by the Depository in exchange for its beneficial
interest in the Global Warrants, an equal aggregate principal amount of
Definitive Warrants of authorized denominations.

          (e)  Any Definitive Warrants constituting a "restricted security"
(within the meaning of Rule 144(a)(3) under the Securities Act) delivered in
exchange for an interest in a Global Warrant pursuant to paragraph (c) of this
Section 1.11 shall, except as otherwise provided by Section 1.08, bear the
Private Placement Legend.

          (f)  The Holder of any Global Warrant may grant proxies and otherwise
authorize any Person, including Participants and Persons that may hold interests
through Participants, to take any action which a Holder is entitled to take
under this Warrant Agreement or the Warrants and the Warrant Agent is entitled
to rely upon any electronic instructions from beneficial owners to the Holder of
any Global Warrant.

                                  ARTICLE II

                        DURATION, EXERCISE OF WARRANTS;
                   EXERCISE PRICE AND REPURCHASE OF WARRANTS
                   -----------------------------------------

          SECTION 2.01.  Duration of Warrants.  Subject to the terms and
                         --------------------
conditions established herein, the Warrants shall expire at 5:00 p.m., New York
City time, on April 1, 2011.  The applicable date of expiration of a particular
Warrant is referred to herein as the "Expiration Date" of such Warrant.  Each
                                      ---------------
Warrant may be exercised on any Business Day (as defined below) on or after the
Exercisability Date (as defined in Section 2.02) and on or prior to the close of
business on the Expiration Date.
<PAGE>

                                     -19-


          Any Warrant not exercised before the close of business on the
Expiration Date shall become void, and all rights of the holder under the
Warrant Certificate evidencing such Warrant and under this Agreement shall
cease.

          "Business Day" shall mean any day other than Saturday or Sunday on
           ------------
which banks in New York City are open for business.

          SECTION 2.02.  Exercise, Exercise Price, Settlement and Delivery.  (a)
                         -------------------------------------------------
Subject to the provisions of this Agreement, a holder of a Warrant shall have
the right to purchase from the Partnership on or after the Exercisability Date
and on or prior to the close of business on the Expiration Date the fully paid
Partnership Interest specified in Section 1.01, subject to adjustment in
accordance with Article V hereof, at the purchase price of $.01 for each
Partnership Interest purchased (the "Exercise Price").  The Applicable Capital
                                     --------------
Contribution shall be subject to adjustment from time to time as set forth in
Article V hereof.

          "Exercisability Date" means, with respect to each Warrant, the date as
           -------------------
of which an Exercise Event shall have occurred.

          "Exercise Event" means, with respect to each Warrant, the date of the
           --------------
occurrence of the earliest of:  (1) an Initial Public Equity Offering, (2) a
class of equity securities of the Partnership is listed on a United States
national securities exchange or authorized for quotation on the Nasdaq National
Market or is otherwise subject to registration under the Exchange Act or (3) the
Separability Date.  The Partnership will promptly notify the Warrant Agent of an
Exercise Event.

          "Initial Public Equity Offering" means a primary public offering
           ------------------------------
(whether or not underwritten, but excluding any offering pursuant to Form S-4 or
Form S-8 under the Securities Act) of equity securities of the Partnership
pursuant to an effective registration statement under the Securities Act.

          "Person" means any individual, corporation, partnership, limited
           ------
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity, including any predecessor of any such entity.

          (b)  Warrants may be exercised on or after the Exercisability Date by
(i) surrendering at any office or agency
<PAGE>

                                     -20-


maintained for that purpose by the Partnership pursuant to Section 1.10 (each a
"Warrant Exercise Office") the Warrant Certificate evidencing such Warrants with
 -----------------------
the form of election to exercise Partnership Interests set forth on the reverse
side of the Warrant Certificate (the "Election to Exercise") duly completed and
                                      --------------------
signed by the registered holder or holders thereof or by the duly appointed
legal representative thereof or by a duly authorized attorney, and in the case
of a transfer, such signature shall be guaranteed by an eligible guarantor
institution, and (ii) paying in full the Exercise Price for each such Warrant
exercised. Each Warrant may be exercised only in whole.

          (c)  Simultaneously with the exercise of each Warrant, payment in full
of the aggregate Exercise Price may be made, at the option of the holder, (i) by
wire transfer or by certified or official bank check, (ii) by a decrease in the
holder's Applicable Capital Contribution by an amount equal to the Exercise
Price or (iii) with any combination of (i) and (ii).  An exercise of a Warrant
in accordance with clause (ii) of the immediately preceding sentence is herein
called a "Cashless Exercise."  All provisions of this Agreement shall be
          -----------------
applicable with respect to an exercise of a Warrant Certificate pursuant to a
Cashless Exercise for less than the full number of Warrants represented thereby.
No payment or adjustment shall be made on account of any distributions on the
Partnership Interests issued upon exercise of a Warrant.  If the Partnership has
not effected the registration under the Securities Act of the offer and sale of
the Partnership Interests by the Partnership to the holders of the Warrants upon
the exercise thereof, the Partnership may elect to require that holders of the
Warrants effect the exercise of the Warrants solely pursuant to the Cashless
Exercise option and may also amend the Warrants to eliminate the requirement for
payment of the Exercise Price with respect to such Cashless Exercise option.

          (d)  Upon such surrender of a Warrant Certificate and payment and
collection of the Exercise Price at any Warrant Exercise Office (other than any
Warrant Exercise Office that also is an office of the Warrant Agent), such
Warrant Certificate and payment shall be promptly delivered to the Warrant
Agent.  The "Exercise Date" for a Warrant shall be the date when all of the
             -------------
items referred to in the first sentence of paragraphs (b) and (c) of this
Section 2.02 are received by the Warrant Agent at or prior to 11:00 a.m., New
York City time, on a Business Day and the exercise of the Warrants will be
effective as of such Exercise Date.  If any items referred to in the first
sentence of paragraphs (b) and (c) are received after 11:00 a.m.,
<PAGE>

                                     -21-


New York City time, on a Business Day, the exercise of the Warrants to which
such item relates will be effective on the next succeeding Business Day.
Notwithstanding the foregoing, in the case of an exercise of Warrants on the
Expiration Date, if all of the items referred to in the first sentence of
paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00
p.m., New York City time, on the Expiration Date, the exercise of the Warrants
to which such items relate will be effective on the Expiration Date.

          (e)  Upon the exercise of a Warrant in accordance with the terms
hereof, the receipt of a Warrant Certificate and payment of the Exercise Price
(or election of the Cashless Exercise option), the Warrant Agent shall:  (i)
except to the extent exercise of the Warrant has been effected through Cashless
Exercise, cause an amount equal to the aggregate Exercise Price to be paid to
the Partnership by crediting the same to the account designated by the
Partnership in writing to the Warrant Agent for that purpose; (ii) advise the
Partnership immediately by telephone of the amount so deposited to the
Partnership's account and promptly confirm such telephonic advice in writing;
and (iii) as soon as practicable, advise the Partnership in writing of the
number of Warrants exercised in accordance with the terms and conditions of this
Agreement and the Warrant Certificates, the instructions of each exercising
holder of the Warrant Certificates with respect to delivery of the Partnership
Interests to which such holder is entitled upon such exercise, and such other
information as the Partnership shall reasonably request.

          (f)  Subject to Section 5.02 hereof, as soon as practicable after the
exercise of any Warrant or Warrants in accordance with the terms hereof, the
Partnership shall issue or cause  to be issued to or upon the written order of
the registered holder of the Warrant Certificate evidencing such exercised
Warrant or Warrants, a certificate or certificates evidencing the Partnership
Interests to which such holder is entitled, in fully registered form, registered
in such name or names as may be directed by such holder pursuant to the Election
to Exercise, as set forth on the reverse of the Warrant Certificate.  Such
certificate or certificates evidencing the Partnership Interests shall be deemed
to have been issued and any persons who are designated to be named therein shall
be deemed to have become the holder of record of such Partnership Interests as
of the close of business on the Exercise Date.  After such exercise of any
Warrant, the Partnership shall also issue or cause to be issued to or upon the
written order of the registered holder of such Warrant Certificate, a new
Warrant
<PAGE>

                                     -22-


Certificate, countersigned by the Warrant Agent pursuant to written instruction,
evidencing the number of Warrants, if any, remaining unexercised unless such
Warrants shall have expired.

          SECTION 2.03.  Cancellation of Warrant Certificates.  In the event the
                         ------------------------------------
Partnership shall purchase or otherwise acquire Warrants, the Warrant
Certificates evidencing such Warrants may thereupon be delivered to the Warrant
Agent, and if so delivered, shall at the Partnership's written instruction be
canceled by it and retired.  The Warrant Agent shall cancel all Warrant
Certificates properly surrendered for exchange, substitution, transfer or
exercise in accordance with its customary procedures.

                                  ARTICLE III

                         OTHER PROVISIONS RELATING TO
                         RIGHTS OF HOLDERS OF WARRANTS
                         -----------------------------

          SECTION 3.01.  Enforcement of Rights.  (a)  Notwithstanding any of the
                         ---------------------
provisions of this Agreement, any holder of any Warrant Certificate, without the
consent of the Warrant Agent, the holder of any Partnership Interests or the
holder of any other Warrant Certificate, may, in and for his own behalf,
enforce, and may institute and maintain any suit, action or proceeding against
the Partnership suitable to enforce, his right to exercise the Warrant or
Warrants evidenced by his Warrant Certificate in the manner provided in such
Warrant Certificate and in this Agreement.

          (b)  Neither the Warrants nor any Warrant Certificate shall entitle
the holders thereof to any of the rights of a holder of Partnership Interests,
including, without limitation, the right to vote or to receive any partnership
distributions or other payments or to consent or to receive notice as limited
partners in respect of the meetings of partners or for the appointment of the
general partner of the Partnership or any other matter, or any rights whatsoever
as limited partners of the Partnership, except as expressly provided herein.

                                  ARTICLE IV

                     CERTAIN COVENANTS OF THE PARTNERSHIP
                     ------------------------------------

          SECTION 4.01.  Payment of Taxes.  The Partnership will pay all
                         ----------------
documentary stamp taxes attributable to the initial issuance of Warrants and of
the Partnership Interests upon the exercise of Warrants; provided, however, that
                                                         --------  -------
the Partner-
<PAGE>

                                     -23-


ship shall not be required to pay any tax or other governmental charge which may
be payable in respect of any transfer or exchange of any Warrant Certificates or
any certificates for Partnership Interests in a name other than the registered
holder of a Warrant Certificate surrendered upon the exercise of a Warrant. In
any such case, no transfer or exchange shall be made unless or until the person
or persons requesting issuance thereof shall have paid to the Partnership the
amount of such tax or other governmental charge or shall have established to the
satisfaction of the Partnership that such tax or other governmental charge has
been paid or an exemption is available therefrom.

          SECTION 4.02.  Rules 144 and 144A.  The Partnership covenants that it
                         ------------------
will file the reports required to be filed by it under the Securities Act and
the Exchange Act and the rules and regulations adopted by the Securities and
Exchange Commission thereunder in a timely manner in accordance with the
requirements of the Securities Act and the Exchange Act and, if at any time the
Partnership is not required to file such reports, it will, upon the request of
any holder or beneficial owner of Warrants, make available such information
necessary to permit sales pursuant to Rule 144A under the Securities Act.

          SECTION 4.03.  Notice of Certain Events.  The Partnership shall
                         ------------------------
provide at least ten days' prior written notice to the Warrant Agent and holders
of the Warrants of any action of the Partnership or other event requiring the
consent or vote of Limited Partners (as defined in the Amended Partnership
Agreement) pursuant to Section 8.4(a), 8.4(b)(ii), (viii) and, as to
distributions pursuant to Section 5.1(e), (xx), 9.7 and 13.1 of the Amended
Partnership Agreement.  The notice shall provide a reasonable description of the
action or event and the economic or other effects the action or event could have
on holders of the Warrants.

          SECTION 4.04.  Reorganization.  To the extent the Partnership is
                         --------------
reorganized into a corporation or other form, the provisions of this Agreement
will be amended to provide that holders of the Warrants will continue to be
entitled to the substantive and economic rights contained herein.

                                   ARTICLE V

                                  ADJUSTMENTS
                                  -----------

          SECTION 5.01.  Adjustment Events.  The Partnership shall provide at
                         -----------------
least ten days' prior written notice (an "Ad-
<PAGE>

                                     -24-


justment Event Notice") to the Warrant Agent and holders of the Warrants of (i)
any amendment to the provisions of Sections 5.1(a) through 5.1(d) of the Amended
Partnership Agreement that would result in an increase in the aggregate
distributions made pursuant to such provisions (other than as a result of a
capital contribution to the Partnership), (ii) any new issuances at a price less
than Current Market Value of interests in the Partnership entitling the holder
to receive a portion of any distribution made to all partners in accordance with
their capital contributions pursuant to Section 5.1(e) of the Amended
Partnership Agreement or (iii) any action or event that would result in a
distribution (other than any tax distribution pursuant to Section 5.2 of the
Amended Partnership Agreement) to all partners in accordance with their capital
contributions pursuant to Section 5.1(e) of the Amended Partnership Agreement)
(each, an "Adjustment Event"). The notice shall provide a reasonable description
           ----------------
of the Adjustment Event and the economic or other effects the Adjustment Event
could have on holders of the Warrants.

          SECTION 5.02.  Adjustment of Applicable Capital Contribution.  The
                         ---------------------------------------------
Applicable Capital Contribution is subject to adjustment from time to time as
provided in this Section.

          (a)  Partnership Appraiser.  In connection with any Adjustment Event,
               ---------------------
the Partnership shall select an independent financial advisor (the "Partnership
                                                                    -----------
Appraiser"), which, notwithstanding the foregoing, may be CIBC World Markets
---------
Corp. or one of its Affiliates, to determine the nature and amount of an
equitable adjustment to be made to the Applicable Capital Contribution to give
effect to such Adjustment Event.  The determination of the Partnership Appraiser
shall be set forth in the Adjustment Event Notice.

          (b)  Warrantholder Appraiser.  If the holders of a majority of the
               -----------------------
Warrants then outstanding object to the determination of the Partnership
Appraiser with respect to an adjustment to the Applicable Capital Contribution,
an independent financial advisor selected by holders of a majority of the
aggregate number of Warrants then outstanding (the "Warrantholder Appraiser")
                                                    -----------------------
will conduct an independent determination of the nature and amount of the
equitable adjustment to be made to the Applicable Capital Contribution.  The
Warrantholder Appraiser shall give the Partnership and all holders of the
Warrants notice of the Warrantholder Appraiser's determination within 10 days of
its selection.
<PAGE>

                                     -25-


          (c)  Independent Warrant Appraiser.  If the adjustment determined by
               -----------------------------
the Warrantholder Appraiser is within 10 percent of the adjustment as determined
by the Partnership Appraiser, the adjustment will be equal to the arithmetic
mean of the two appraisals.  If the difference between the determination of the
adjustment as determined by the Partnership Appraiser and the Warrantholder
Appraiser is greater than 10 percent of the adjustment as determined by the
Warrantholder Appraiser, the Partnership Appraiser and the Warrantholder
Appraiser shall promptly appoint a mutually satisfactory third party (the
"Independent Warrant Appraiser") who will within 10 days of its appointment make
 -----------------------------
a determination of the appropriate equitable adjustment, if any.  The
Independent Warrant Appraiser shall give the Partnership and all holders of the
Warrants notice of the Independent Warrant Appraiser's determination of such
adjustment.

          (d)  Notice of Adjustment.  Whenever the Applicable Capital
               --------------------
Contribution is adjusted pursuant to the foregoing provisions of this Section
5.01, the Partnership shall promptly mail to holders of Warrants then
outstanding at the addresses appearing on the Warrant Register a notice of the
adjustment.  The Partnership shall file with the Warrant Agent and any other
Registrar such notice and a certificate from the Partnership Appraiser, the
Warrantholder Appraiser or the Independent Warrant Appraiser briefly stating the
facts requiring the adjustment and the manner of computing it.  The certificate
shall be conclusive evidence that the adjustment is correct.  Neither the
Warrant Agent nor any such Registrar shall be under any duty or responsibility
with respect to any such certificate except to exhibit the same during normal
business hours to any holder desiring inspection thereof.

          (e)  Warrant Agent's Adjustment Disclaimer.  The Warrant Agent has no
               -------------------------------------
duty to determine when an adjustment under this Section 5.01 should be made, how
it should be made or what it should be.  The Warrant Agent shall not be
accountable for and makes no representation as to the validity or value of any
securities or assets issued upon exercise of Warrants.  The Warrant Agent shall
not be responsible for the Partnership's failure to comply with this Section
5.01.

          (f)  Underlying Partnership Interests. The Partnership shall at all
               --------------------------------
times reserve and keep available for the purpose of effecting the exercise of
Warrants, free from preemptive rights, the full amount of Partnership Interests
then deliverable upon the exercise of all Warrants then outstanding and payment
of the exercise price, and the Partnership Inter-
<PAGE>

                                     -26-


ests so deliverable shall be fully paid and free from all liens and security
interests.

          (g)  Specificity of Adjustment.  Irrespective of any adjustments in
               -------------------------
the Applicable Capital Contribution, Warrant Certificates theretofore or
thereafter issued may continue to express the same amounts per Warrant as are
stated on the Warrant Certificates initially issuable pursuant to this
Agreement.

          (h)  Multiple Adjustments.  After an adjustment to the Applicable
               --------------------
Capital Contribution for outstanding Warrants under this Article V, any
subsequent event requiring an adjustment under this Article V shall cause an
adjustment to the Applicable Capital Contribution for outstanding Warrants as so
adjusted.

          (i)  Definitions.
               -----------

          "Current Market Value" of any security at any date means (i) the value
           --------------------
of the security determined in good faith by the Partnership, based on the most
recently completed arm's-length transaction between the Partnership and a person
other than an Affiliate of the Partnership and the closing of which occurs on
such date or shall have occurred within the six months preceding such date, (ii)
if no such transaction shall have occurred on such date or within such six-month
period, the value of the security most recently determined as of a date within
the six months preceding such date by an Independent Financial Expert or (iii)
if neither clause (i) nor (ii) is applicable, the value of the security
determined as of such date by an Independent Financial Expert.

          "Independent Financial Expert" means a United States investment
           ----------------------------
banking firm of national or regional standing in the United States (i) which
does not, and whose directors, officers and employees or Affiliates do not have
a direct or indirect material financial interest for its proprietary account in
the Partnership or any of its Affiliates and (ii) which, in the judgment of the
Partnership, is otherwise independent with respect to the Partnership and its
Affiliates and qualified to perform the task for which it is to be engaged.
Notwithstanding the foregoing, CIBC World Markets Corp. and its Affiliates shall
be deemed to be Independent Financial Experts.

          "Affiliate" of any specified Person means any other Person which,
           ---------
directly or indirectly, controls, is controlled by or is under direct or
indirect common control with such
<PAGE>

                                     -27-


specified Person. For purposes of this definition, "control" (including, with
                                                    -------
correlative meanings, the terms "controlling," "controlled by" and "under common
                                 -----------    -------------       ------------
control with") when used with respect to any Person means the power to direct
------------
the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise.

          (j)  Partnership Determinations.  Any action taken or determination
               --------------------------
made by the Partnership under this Section 5.02 shall be taken or made only with
the consent of a majority of the Limited Partners (as defined in the Amended
Partnership Agreement).

          (k)  When De Minimis Adjustment May Be Deferred.  No adjustment in the
               ------------------------------------------
Applicable Capital Contribution need be made unless the adjustment would require
an increase of at least 1% in the Applicable Capital Contribution.  Any
adjustments that are not made shall be carried forward and taken into account in
any subsequent adjustments.

                                  ARTICLE VI

                         CONCERNING THE WARRANT AGENT
                         ----------------------------

          SECTION 6.01.  Warrant Agent.  The Partnership hereby appoints The
                         -------------
Bank of New York as Warrant Agent of the Partnership in respect of the Warrants
and the Warrant Certificates upon the terms and subject to the conditions herein
and in the Warrant Certificates set forth; and The Bank of New York hereby
accepts such appointment.  The Warrant Agent  shall have the powers and
authority specifically granted to and conferred upon it in the Warrant
Certificates and hereby and such further powers and authority to act on behalf
of the Partnership as the Partnership may hereafter grant to or confer upon it
and it shall accept in writing.  All of the terms and provisions with respect to
such powers and authority contained in the Warrant Certificates are subject to
and governed by the terms and provisions hereof.  The Warrant Agent may act
through agents and shall not be responsible for the misconduct or negligence of
any such agent appointed with due care.

          SECTION 6.02.  Conditions of Warrant Agent's Obligations.  The Warrant
                         -----------------------------------------
Agent accepts its obligations herein set forth upon the terms and conditions
hereof and in the Warrant Certificates, including the following, to all of which
the Partnership agrees and to all of which the rights hereunder of
<PAGE>

                                     -28-


the holders from time to time of the Warrant Certificates shall be subject:

          (a)  The Warrant Agent shall be entitled to compensation to be agreed
     upon with the Partnership in writing for all services rendered by it and
     the Partnership agrees promptly to pay such compensation and to reimburse
     the Warrant Agent for its reasonable out-of-pocket expenses (including
     reasonable fees and expenses of counsel) incurred without gross negligence
     or willful misconduct on its part in connection with the services rendered
     by it hereunder and execution of this Agreement.  The Partnership also
     agrees to indemnify the Warrant Agent and any predecessor Warrant Agent,
     their directors, officers, affiliates, agents and employees for, and to
     hold them and their directors, officers, affiliates, agents and employees
     harmless against, any loss, liability or expense of any nature whatsoever
     (including, without limitation, reasonable fees and expenses of counsel)
     incurred without gross negligence or willful misconduct on the part of the
     Warrant Agent, arising out of or in connection with its acting or
     acceptance as such Warrant Agent hereunder and its exercise of its rights
     and performance of its obligations hereunder, including without limitation,
     the costs and expenses of defending against any claim (whether asserted by
     the Partnership, a holder or any other Person) of liability, including
     reasonable attorney's fees and expenses.  The obligations of the
     Partnership under this Section 6.02 shall survive the exercise and the
     expiration of the Warrant Certificates and the resignation and removal of
     the Warrant Agent.

          (b)  In acting under this Agreement and in connection with the Warrant
     Certificates, the Warrant Agent is acting solely as agent of the
     Partnership and does not assume any  obligation or relationship of agency
     or trust for or with any of the owners or holders of the Warrant
     Certificates.

          (c)  The Warrant Agent may consult with counsel of its selection and
     any advice or written opinion of such counsel shall be full and complete
     authorization and protection in respect of any action taken, suffered or
     omitted by it hereunder in good faith and in accordance with such advice or
     opinion.

          (d)  The Warrant Agent shall be fully protected and shall incur no
     liability for or in respect of any action taken or omitted to be taken or
     thing suffered by it in
<PAGE>

                                     -29-

reliance upon any Warrant Certificate, notice, direction, consent, certificate,
affidavit, opinion of counsel, instruction, statement or other paper or document
reasonably believed by it to be genuine and to have been presented or signed by
the proper parties.

          (e)  The Warrant Agent, and its officers, directors, affiliates and
     employees ("Related Parties"), may become the owners of, or acquire any
                 ---------------
     interest in, Warrant Certificates, limited partnership interests or other
     obligations of the Partnership with the same rights that it or they would
     have it if were not the Warrant Agent hereunder and, to the extent
     permitted by applicable law, it or they may engage or be interested in any
     financial or other transaction with the Partnership and may act on, or as
     Depository, trustee or agent for, any committee or body of holders of
     limited partnership interests or other obligations of the Partnership as
     freely as if it were not the Warrant Agent hereunder.  Nothing in this
     Agreement shall be deemed to prevent the Warrant Agent or such Related
     Parties from acting in any other capacity for the Partnership.

          (f)  The Warrant Agent shall not be under any liability for interest
     on, and shall not be required to invest, any monies at any time received by
     it pursuant to any of the provisions of this Agreement or of the Warrant
     Certificates.

          (g)  The Warrant Agent shall not be under any responsibility in
     respect of the validity of this Agreement (or any term or provision hereof)
     or the execution and delivery hereof (except the due execution and delivery
     hereof by the Warrant Agent) or in respect of the validity or execution of
     any Warrant Certificate (except its authentication thereof).

          (h)  The recitals and other statements contained herein and in the
     Warrant Certificates (except as to the Warrant Agent's authentication
     thereon) shall be taken as the statements of the Partnership and the
     Warrant Agent assumes no responsibility for the correctness of the same.
     The Warrant Agent does not make any representation as to the validity or
     sufficiency of this Agreement or the Warrant Certificates, except for its
     due execution and delivery of this Agreement; provided, however, that the
                                                   --------  -------
     Warrant Agent shall not be relieved of its duty to authenticate the Warrant
     Certificates as authorized by this
<PAGE>

                                     -30-

Agreement. The Warrant Agent shall not be accountable for the use or application
by the Partnership of the proceeds of the exercise of any Warrant.

          (i)  Before the Warrant Agent acts or refrains from acting with
respect to any matter contemplated by this Warrant Agreement, it may require:

               (1) an Officers' Certificate stating on behalf of the Partnership
          that, in the opinion of the signers, all conditions precedent, if any,
          provided for in this Warrant Agreement relating to the proposed action
          have been complied with; and

               (2) if reasonably necessary in the sole judgment of the Warrant
          Agent, an opinion of counsel for the Partnership stating that, in the
          opinion of such counsel, all such conditions precedent have been
          complied with provided that such matter is one customarily opined on
                        --------
          by counsel.

          Each Officers' Certificate or, if requested, an opinion of counsel
     with respect to compliance with a condition or covenant provided for in
     this Warrant Agreement shall include:

               (1) a statement that the person making such certificate or
          opinion has read such covenant or condition;

               (2) a brief statement as to the nature and scope of the
          examination or investigation upon which the statements or opinions
          contained in such certificate or opinion are based;

               (3) a statement that, in the opinion of such person, he or she
          has made such examination or investigation as is necessary to enable
          him or her to express an informed opinion as to whether or not such
          covenant or condition has been complied with; and

               (4) a statement as to whether or not, in the opinion of such
          person, such condition or covenant has been complied with.

          (j)  The Warrant Agent shall be obligated to perform such duties as
     are herein and in the Warrant Certificates
<PAGE>

                                     -31-


     specifically set forth and no implied duties or obligations shall be read
     into this Agreement or the Warrant Certificates against the Warrant Agent.
     The Warrant Agent shall not be accountable or under any duty or
     responsibility for the use by the Partnership of any of the Warrant
     Certificates authenticated by the Warrant Agent and delivered by it to the
     Partnership pursuant to this Agreement. The Warrant Agent shall have no
     duty or responsibility in case of any default by the Partnership in the
     performance of its covenants or agreements contained in the Warrant
     Certificates or in the case of the receipt of any written demand from a
     holder of a Warrant Certificate with respect to such default, including,
     without limiting the generality of the foregoing, any duty or
     responsibility to initiate or attempt to initiate any proceedings at law or
     otherwise or, except as provided in Section 7.02 hereof, to make any demand
     upon the Partnership.

          (k)  Unless otherwise specifically provided herein, any order,
     certificate, notice, request, direction or other communication from the
     Partnership made or given under any provision of this Agreement shall be
     sufficient if signed by its General Partner.

          (l)  The Warrant Agent shall have no responsibility in respect of any
     adjustment pursuant to Article V hereof.

          (m)  the Partnership agrees that it will perform, execute, acknowledge
     and deliver, or cause to be performed, executed, acknowledged and
     delivered, all such further and other acts, instruments and assurances as
     may reasonably be required by the Warrant Agent for the carrying out or
     performing by the Warrant Agent of the provisions of this Agreement.

          (n)  The Warrant Agent is hereby authorized and directed to accept
     written instructions with respect to the performance of its duties
     hereunder from the manager of the General Partner and to apply to the
     manager of the General Partner for advice or instructions in connection
     with its duties, and it shall not be liable for any action taken or
     suffered to be taken by it in good faith in accordance with instructions
     with respect to any matter arising in connection with the Warrant Agent's
     duties and obligations arising under this Agreement.  Such application by
     the Warrant Agent for written instructions from the Partnership may, at the
     option of the Warrant Agent, set forth in writing any action proposed to be
     taken or
<PAGE>

                                     -32-


     omitted by the Warrant Agent with respect to its duties or obligations
     under this Agreement and the date on or after which such action shall be
     taken and the Warrant Agent shall not be liable for any action taken or
     omitted in accordance with a proposal included in any such application on
     or after the date specified therein (which date shall be not less than 10
     Business Days after the Partnership receives such application unless the
     Partnership consents to a shorter period), provided that (i) such
                                                --------
     application includes a statement to the effect that it is being made
     pursuant to this paragraph (n) and that unless objected to prior to such
     date specified in the application, the Warrant Agent will not be liable for
     any such action or omission to the extent set forth in such paragraph (n)
     and (ii) prior to taking or omitting any such action, the Warrant Agent has
     not received written instructions objecting to such proposed action or
     omission.

          (o)  Whenever in the performance of its duties under this Agreement
     the Warrant Agent shall deem it necessary or desirable that any fact or
     matter be proved or established by the Partnership prior to taking or
     suffering any action hereunder, such fact or matter (unless other evidence
     in respect thereof be herein specifically prescribed) may be deemed to be
     conclusively proved and established by a certificate signed on behalf of
     the Partnership by the manager of the General Partner; and such certificate
     shall be full authorization to the Warrant Agent for any action taken or
     suffered in good faith by it under the provisions of this Agreement in
     reliance upon such certificate.

          (p)  The Warrant Agent shall not be required to risk or expend its own
     funds in the performance of its obligations and duties hereunder.

          SECTION 6.03.  Resignation and Appointment of Successor.  (a)  The
                         ----------------------------------------
Partnership agrees, for the benefit of the holders from time to time of the
Warrant Certificates, that there shall at all times be a Warrant Agent
hereunder.

          (b)  The Warrant Agent may at any time resign as Warrant Agent by
giving written notice to the Partnership of such intention on its part,
specifying the date on which its desired resignation shall become effective;
provided, however, that such date shall be at least 30 days after the date on
--------  -------
which such notice is given unless the Partnership agrees to accept less notice.
Upon receiving such notice of resignation, the
<PAGE>

                                     -33-


Partnership shall promptly appoint a successor Warrant Agent, qualified as
provided in Section 6.03(d) hereof, by written instrument in duplicate signed on
behalf of the Partnership, one copy of which shall be delivered to the resigning
Warrant Agent and one copy to the successor Warrant Agent. As provided in
Section 6.03(d) hereof, such resignation shall become effective upon the earlier
of (x) the acceptance of the appointment by the successor Warrant Agent or (y)
30 days after receipt by the Partnership of notice of such resignation. The
Partnership may, at any time and for any reason, and shall, upon any event set
forth in the next succeeding sentence, remove the Warrant Agent and appoint a
successor Warrant Agent by written instrument in duplicate, specifying such
removal and the date on which it is intended to become effective, signed on
behalf of the Partnership, one copy of which shall be delivered to the Warrant
Agent being removed and one copy to the successor Warrant Agent. The Warrant
Agent shall be removed as aforesaid if it shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver of the Warrant Agent or
of its property shall be appointed, or any public officer shall take charge or
control of it or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation. Any removal of the Warrant Agent and any
appointment of a successor Warrant Agent shall become effective upon acceptance
of appointment by the successor Warrant Agent as provided in Section 6.03(d). As
soon as practicable after appointment of the successor Warrant Agent, the
Partnership shall cause written notice of the change in the Warrant Agent to be
given to each of the registered holders of the Warrants in the manner provided
for in Section 8.04 hereof.

          (c)  Upon resignation or removal of the Warrant Agent, if the
Partnership shall fail to appoint a successor Warrant Agent within a period of
60 days after receipt of such notice of resignation or removal, then the holder
of any Warrant Certificate or the retiring Warrant Agent may apply to a court of
competent jurisdiction for the appointment of a successor to the Warrant Agent
at the expense of the Partnership.  Pending appointment of a successor to the
Warrant Agent, either by the Partnership or by such a court, the duties of the
Warrant Agent shall be carried out by the Partnership.

          (d)  Any successor Warrant Agent, whether appointed by the Partnership
or by a court, shall be a bank or trust company in good standing, incorporated
under the laws of the United States of America or any State thereof and having,
at the time of its appointment, a combined capital surplus of at least $50
million.  Such successor Warrant Agent shall execute
<PAGE>

                                     -34-


and deliver to its predecessor and to the Partnership an instrument accepting
such appointment hereunder and all the provisions of this Agreement, and
thereupon such successor Warrant Agent, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Warrant Agent hereunder, and such predecessor shall thereupon become
obligated to (i) transfer and deliver, and such successor Warrant Agent shall be
entitled to receive, all securities, records or other property on deposit with
or held by such predecessor as Warrant Agent hereunder and (ii) upon payment of
the amounts then due it pursuant to Section 6.02(a) hereof, pay over, and such
successor Warrant Agent shall be entitled to receive, all monies deposited with
or held by any predecessor Warrant Agent hereunder.

          (e)  Any corporation or bank into which the Warrant Agent hereunder
may be merged or converted, or any corporation or bank with which the Warrant
Agent may be consolidated, or any corporation or bank resulting from any merger,
conversion  or consolidation to which the Warrant Agent shall be a party, or any
corporation or bank to which the Warrant Agent shall sell or otherwise transfer
all or substantially all of its corporate trust business, shall be the successor
to the Warrant Agent under this Agreement (provided that such corporation or
                                           --------
bank shall be qualified as aforesaid) without the execution or filing of any
document or any further act on the part of any of the parties hereto.

          (f)  No Warrant Agent under this Warrant Agreement shall be personally
liable for any action or omission of any successor Warrant Agent.

                                  ARTICLE VII

                                 MISCELLANEOUS
                                 -------------

          SECTION 7.01.  Amendment.  This Agreement and the terms of the
                         ---------
Warrants may be amended by the Partnership and the Warrant Agent, without the
consent of the holder of any Warrant Certificate, for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective or
inconsistent provision contained herein or therein, or to effect any assumptions
of the Partnership's obligations hereunder and thereunder by a successor
corporation under the circumstances described in Section 5.01(d) hereof or in
any other manner which the Partnership may deem necessary or desirable and which
<PAGE>

                                     -35-


shall not adversely affect the interests of the holders of the Warrant
Certificates.

          The Partnership and the Warrant Agent may amend, modify or supplement
this Agreement and the terms of the Warrants, and waivers to departures from the
terms hereof and thereof may be given, with the consent of the Requisite Warrant
Holders (as defined below) for the purpose of adding any provision to or
changing in any manner or eliminating any of the provisions of this Agreement or
modifying in any manner the rights of the holders of the outstanding Warrants;

provided, however, that no such modification that increases the Exercise Price
--------  -------
or decreases the [Applicable Contribution Rate], makes any change to the last
paragraph of Section 5.01(d), reduces the period of time during which the
Warrants are exercisable hereunder, or effects any change to this Section 7.01
may be made with respect to any Warrant without the consent of the holder of
such Warrant.  "Requisite Warrant Holders" means in the case of any amendment,
                -------------------------
modification, supplement or waiver affecting Warrant Holders, the holders of a
majority in number of the outstanding Warrants so affected.  Notwithstanding any
other provision of this Agreement, the Warrant Agent's consent must be obtained
regarding any supplement or amendment which alters the Warrant Agent's rights or
duties (it being expressly understood that the foregoing shall not be in
derogation of the right of the Partnership to remove the Warrant Agent in
accordance with Section 6.03 hereof).  For purposes of any amendment,
modification or waiver hereunder, Warrants held by the Partnership or any of its
Affiliates shall be disregarded.

          Any modification or amendment made in accordance with this Agreement
will be conclusive and binding on all present and future holders of Warrant
Certificates whether or not they have consented to such modification or
amendment or waiver and whether or not notation of such modification or
amendment is made upon such Warrant Certificates.  Any instrument given by or on
behalf of any holder of a Warrant Certificate in connection with any consent to
any modification or amendment will be conclusive and binding on all subsequent
holders of such Warrant Certificate.

          SECTION 7.02.  Notices and Demands to the Partnership and Warrant
                         --------------------------------------------------
Agent.  If the Warrant Agent shall receive any notice or demand addressed to the
-----
Partnership by the holder of a Warrant Certificate pursuant to the provisions
hereof or of the Warrant Certificates, the Warrant Agent shall promptly forward
such notice or demand to the Partnership.
<PAGE>

                                     -36-


          SECTION 7.03.  Addresses for Notices to Parties and for Transmission
                         -----------------------------------------------------
of Documents.  All notices hereunder to the parties hereto shall be deemed to
------------
have been given when sent by certified or registered mail, postage prepaid, or
by facsimile transmission, confirmed by first class mail, postage prepaid,
addressed to any party hereto as follows:

          To the Partnership:

               SW Acquisition, L.P.
               c/o Laurel Hill Capital Partners LLC
               2 Robbins Lane, Suite 201
               Jericho, New York 11753

               Attention:  Kathleen Marion

               Facsimile:  (516) 933-3108

          To the Warrant Agent:

               The Bank of New York
               101 Barclay Street, Floor 21 West
               New York, New York  10286

               Attention:  Corporate Trust Trustee
                           Administration

               Facsimile:  (212) 815-5915

or at any other address of which either of the foregoing shall have notified the
other in writing.

          SECTION 7.04.  Notices to Holders.  Notices to holders of Warrants
                         ------------------
shall be mailed to such holders at the addresses of such holders as they appear
in the Warrant Register.  Any such notice shall be sufficiently given if sent by
first-class mail, postage prepaid.

          SECTION 7.05.  APPLICABLE LAW; SUBMISSION TO JURISDICTION.  THE
                         ------------------------------------------
VALIDITY, INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT AND EACH WARRANT
CERTIFICATE ISSUED HEREUNDER AND OF THE RESPECTIVE TERMS AND PROVISIONS THEREOF
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PROVISIONS THEREOF.

          SECTION 7.06.  Persons Having Rights Under Agreement.  Nothing in this
                         -------------------------------------
Agreement expressed or implied and nothing that may be inferred from any of the
provisions hereof is intended,
<PAGE>

                                     -37-


or shall be construed, to confer upon, or give to, any person or corporation
other than the Partnership, the Warrant Agent, the holders of the Warrant
Certificates, any right, remedy or claim under or by reason of this Agreement or
of any covenant, condition, stipulation, promise or agreement hereof; and all
covenants, conditions, stipulations, promises and agreements in this Agreement
contained shall be for the sole and exclusive benefit of the Partnership and the
Warrant Agent and their successors and of the holders of the Warrant
Certificates.

          SECTION 7.07.  Headings.  The descriptive headings of the several
                         --------
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

          SECTION 7.08.  Counterparts.  This Agreement may be executed in any
                         ------------
number of counterparts, each of which so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.

          SECTION 7.09.  Inspection of Agreement.  A copy of this Agreement
                         -----------------------
shall be available during regular business hours at the principal corporate
trust office of the Warrant Agent, for inspection by the holder of any Warrant
Certificate.  The Warrant Agent may require such holder to submit his Warrant
Certificate for inspection by it.

          SECTION 7.10.  Availability of Equitable Remedies.  Since a breach of
                         ----------------------------------
the provisions of this Agreement could not adequately be compensated by money
damages, holders of Warrants shall be entitled, in addition to any other right
or remedy available to them, to an injunction restraining such breach or a
threatened breach and to specific performance of any such provision of this
Agreement, and in either case no bond or other security shall be required in
connection therewith, and the parties hereby consent to such injunction and to
the ordering of specific performance.

          SECTION 7.11.  Obtaining of Governmental Approvals.  The Partnership
                         -----------------------------------
will from time to time take all action required to be taken by it which may be
necessary to obtain and keep effective any and all permits, consents and
approvals of governmental agencies and authorities and securities acts filings
under United States Federal and state laws which may be or become requisite in
connection with the issuance, sale, transfer, and delivery of the Warrant
Certificates, the exercise of the Warrants or the issuance, sale, transfer and
delivery of the Partnership Interests issued upon exercise of the Warrants.
<PAGE>

                                     -38-


                           [Signature Page Follows]
<PAGE>

                                      S-1


          IN WITNESS WHEREOF, this Warrant Agreement has been duly executed by
the parties hereto as of the day and year first above written.


                              SW ACQUISITION, L.P.,
                                a Texas limited partnership


                              By: SW I ACQUISITION GP, L.P.,
                                    a Texas limited partnership
                                    and its general partner

                              By: SW II ACQUISITION LLC,
                                    a Texas limited liability
                                    company and its general
                                    partner


                              By:___________________________________
                                 Name:  William J. Catacosinos
                                 Title: Manager


                              THE BANK OF NEW YORK,
                                as Warrant Agent


                              By:___________________________________
                                 Name:
                                 Title:
<PAGE>

                                                                       EXHIBIT A
                                                                       ---------

                         [FORM OF WARRANT CERTIFICATE]
                         -----------------------------

                                    [FACE]

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

          THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE PARTNERSHIP OR ANY
AFFILIATE OF THE PARTNERSHIP WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
OF SUCH SECURITY), ONLY (A) TO THE PARTNERSHIP, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER
THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL
INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY OTHER DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
PARTNERSHIP'S AND THE WARRANT AGENT'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM, AND IN THE CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF TRANSFER
(A FORM OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP OR THE WARRANT AGENT)
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE PARTNERSHIP AND THE WARRANT
AGENT.  THIS LEGEND WILL BE REMOVED

                                      A-1
<PAGE>

UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SW ACQUISITION, L.P.,
DATED AS OF MAY 26, 2000, AMONG THE PARTNERS OF THE PARTNERSHIP, A COPY OF WHICH
IS ON FILE WITH THE WARRANT AGENT.

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED
UNLESS THE WARRANT AGENT HAS RECEIVED CONFIRMATION FROM THE GENERAL PARTNER OF
THE PARTNERSHIP THAT THE GENERAL PARTNER IS REASONABLY SATISFIED THAT:

          (I)    THE TRANSFER WILL NOT CAUSE THE PARTNERSHIP TO BE TREATED AS AN
     ASSOCIATION TAXABLE AS A CORPORATION FOR FEDERAL INCOME TAX PURPOSES;

          (II)   THE TRANSFER WILL NOT RESULT IN THE TERMINATION OF THE
     PARTNERSHIP FOR FEDERAL INCOME TAX PURPOSES;

          (III)  THE TRANSFER WILL NOT RESULT IN THE PARTNERSHIP OR ANY OF ITS
     PARTNERS BEING SUBJECT TO REGULATION AS A PUBLIC UTILITY HOLDING COMPANY
     UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, AS AMENDED, OR ANY
     OTHER SIMILAR STATE OR FEDERAL LAW, OR AS A PUBLIC UTILITY UNDER THE
     FEDERAL POWER ACT;

          (IV)   THE TRANSFER WILL NOT CAUSE THE PARTNERSHIP TO BE TREATED AS A
     "PUBLICLY TRADED PARTNERSHIP" WITHIN THE MEANING OF CODE SECTION 7704;

          (V)    THE TRANSFER WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE
     LAW, RULE OR REGULATION, INCLUDING, WITHOUT LIMITATION, THE SECURITIES ACT
     OR ANY OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS, RULES OR
     REGULATIONS;

          (VI)   THE TRANSFER WILL NOT CAUSE SOME OR ALL OF THE PARTNERSHIP
     ASSETS TO BE "PLAN ASSETS" OR THE TRADING AND INVESTMENT ACTIVITY OF THE
     PARTNERSHIP TO CONSTITUTE "PROHIBITED TRANSACTIONS" UNDER ERISA OR THE
     CODE; AND

          (VII)  THE TRANSFER WILL NOT CAUSE THE PARTNERSHIP TO BE AN INVESTMENT
     COMPANY REQUIRED TO BE REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940,
     AS AMENDED.

                                      A-2
<PAGE>

                                                                 CUSIP #[      ]

No. [   ]                                                    [      ] Warrants

                              WARRANT CERTIFICATE
                              -------------------

                             SW ACQUISITION, L.P.

          This Warrant Certificate certifies that [        ], or registered
assigns, is the registered holder of [   ] Warrants (the "Warrants") to purchase
                                                          --------
partnership interests ("Partnership Interests") in SW ACQUISITION, L.P., a Texas
                        ---------------------
limited partnership (the "Partnership", which term includes its successors and
                          -----------
assigns).  Each Warrant entitles the holder to purchase from the Partnership at
any time from 9:00 a.m. New York City time on or after the Exercisability Date
until 5:00 p.m., New York City time, on April 1, 2011 (the "Expiration Date"), a
                                                            ---------------
fully paid partnership interest entitling the holder of such limited partnership
interest to receive the amount a limited partner who had made a $37.5388601
capital contribution (0.000035% of total capital contributions as of the date of
the Warrant Agreement) would receive of the distributions to all partners in
accordance with their capital contributions pursuant to Section 5.1(e) of the
Amended Partnership Agreement (a "Partnership Interest"), at the exercise price
of $.01 for each Partnership Interest purchased (the "Exercise Price"), subject
                                                      --------------
to adjustment as provided in Article V of the Warrant Agreement, upon surrender
of this Warrant Certificate and payment of the Exercise Price (i) by wire
transfer or certified or official bank check, (ii) by a decrease in the holder's
Applicable Capital Contribution by an amount equal to the Exercise Price or
(iii) in any combination of (i) and (ii), at any office or agency maintained for
that purpose by the Partnership (the "Warrant Agent Office"), subject to the
                                      --------------------
conditions set forth herein and in the Warrant Agreement.  An exercise of a
Warrant in accordance with clause (ii) of the immediately preceding sentence is
herein called a "Cashless Exercise."  If the Partnership has not effected the
                 -----------------
registration under the Securities Act of the offer and sale of the Partnership
Interests by the Partnership to the holders of the Warrants upon the exercise
thereof, the Partnership may elect to require that holders of the Warrants
effect the exercise of the Warrants solely pursuant to the Cashless Exercise
option and may also amend the Warrants to eliminate the requirement for payment
of the Exercise Price with respect to such Cashless Exercise option.  All
provisions of the Warrant Agreement shall be applicable with respect to an
exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than
the full number of Warrants represented thereby.  Capitalized terms used

                                      A-3
<PAGE>

herein without being defined herein shall have the definitions ascribed to such
terms in the Warrant Agreement.

          "Exercisability Date" means, with respect to each Warrant, the date of
           -------------------
which an Exercise Event shall have occurred.

          "Exercise Event" means, with respect to each Warrant, the date of the
           --------------
occurrence of the earliest of:  (1) an Initial Public Equity Offering, (2) a
class of equity securities of the Partnership is listed on a United States
national securities exchange or authorized for quotation on the Nasdaq National
Market or is otherwise subject to registration under the Exchange Act or (3) the
Separability Date.  The Partnership will promptly notify the Warrant Agent of an
Exercise Event.

          The Partnership has initially designated the principal corporate trust
office of the Warrant Agent in the Borough of Manhattan, The City of New York,
as the initial Warrant Agent Office.  The Applicable Capital Contribution is
subject to adjustment upon the occurrence of certain events set forth in the
Warrant Agreement.

          Any Warrants not exercised on or prior to 5:00 p.m., New York City
time, on April 1, 2011 shall thereafter be void.

          Reference is hereby made to the further provisions on the reverse
hereof which provisions shall for all purposes have the same effect as though
fully set forth at this place.

          This Warrant Certificate shall not be valid unless authenticated by
the Warrant Agent, as such term is used in the Warrant Agreement.

          THIS WARRANT CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS
PROVISIONS THEREOF.

                                      A-4
<PAGE>

          WITNESS the signature of the Partnership's duly authorized signatory.

Dated:  ____________________


                                   SW ACQUISITION, L.P.,
                                     a Texas limited partnership

                                   By:  SW I ACQUISITION GP, L.P.,
                                          a Texas limited partnership
                                          and its general partner

                                   By:  SW II ACQUISITION LLC,
                                          a Texas limited liability
                                          company and its general
                                          partner


                                   By:_________________________________
                                      Name:   William J. Catacosinos
                                      Title:  Manager

                                      A-5
<PAGE>

          Certificate of Authentication:

This is one of the Warrants
referred to in the within
mentioned Warrant Agreement:

THE BANK OF NEW YORK,
  as Warrant Agent


By:  _______________________
     Authorized Signatory


Date of Authentication:  ____________________


                                      A-6
<PAGE>

                         [FORM OF WARRANT CERTIFICATE]
                         -----------------------------

                                   [REVERSE]

                             SW ACQUISITION, L.P.

          The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants expiring at 5:00 p.m., New York City time, on April
1, 2011 (the "Expiration Date"), each of which represents the right to purchase
              ---------------
at any time on or after the Exercisability Date (as defined in the Warrant
Agreement) and on or prior to the Expiration Date, one fully paid Partnership
Interest, subject to adjustment as set forth in Article V of the Warrant
Agreement.  The Warrants are issued pursuant to a Warrant Agreement dated as of
May 26, 2000 (the "Warrant Agreement"), duly executed and delivered by the
                   -----------------
Partnership to The Bank of New York, as Warrant Agent (the "Warrant Agent"),
                                                            -------------
which Warrant Agreement is hereby incorporated by reference in and made a part
of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Partnership and the holders (the words "holders" or holder"
meaning the registered holders or registered holder) of the Warrants.

          Warrants may be exercised by (i) surrendering at any Warrant Agent
Office this Warrant Certificate with the form of Election to Exercise set forth
hereon duly completed and executed and (ii) to the extent such exercise is not
being effected through a Cashless Exercise by paying in full the Warrant
Exercise Price for each such Warrant exercised and any other amounts required to
be paid pursuant to the Warrant Agreement.

          If all of the items referred to in the preceding paragraph are
received by the Warrant Agent at or prior to 11:00 a.m., New York City time, on
a Business Day, the exercise of the Warrant to which such items relate will be
effective on such Business Day.  If any items referred to in the preceding
paragraph are received after 11:00 a.m., New York City time, on a Business Day,
the exercise of the Warrants to which such item relates will be deemed to be
effective on the next succeeding Business Day.  Notwithstanding the foregoing,
in the case of an exercise of Warrants on April 1, 2011, if all of the items
referred to in the preceding paragraph are received by the Warrant Agent at or
prior to 5:00 p.m., New York City time, on  such Expiration Date, the exercise
of the Warrants to which such items relate will be effective on the Expiration
Date.

                                      A-7
<PAGE>

          As soon as practicable after the exercise of any Warrant or Warrants,
the Partnership shall issue or cause to be issued to or upon the written order
of the registered holder of this Warrant Certificate, a certificate or
certificates evidencing the Partnership Interest or Partnership Interests to
which such holder is entitled, in fully registered form, registered in such name
or names as may be directed by such holder pursuant to the Election to Exercise,
as set forth on the reverse of this Warrant Certificate.  Such certificate or
certificates evidencing the Partnership Interest or Partnership Interests shall
be deemed to have been issued and any persons who are designated to be named
therein shall be deemed to have become the holder of record of such Partnership
Interest or Partnership Interests as of the close of business on the date upon
which the exercise of this Warrant was deemed to be effective as provided in the
preceding paragraph.

          Warrant Certificates, when surrendered at any office or agency
maintained by the Partnership for that purpose by the registered holder thereof
in person or by legal representative or attorney duly authorized in writing, may
be exchanged for a new Warrant Certificate or new Warrant Certificates
evidencing in the aggregate a like number of Warrants, in the manner and subject
to the limitations provided in the Warrant Agreement, without charge except for
any tax or other governmental charge imposed in connection therewith.

          Upon due presentment for registration of transfer of this Warrant
Certificate at any office or agency maintained by the Partnership for that
purpose, a new Warrant Certificate evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any tax or other governmental charge imposed in
connection therewith.

          The Partnership and the Warrant Agent may deem and treat the
registered holder hereof as the absolute owner of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone) for the purpose of any exercise hereof and for all other purposes, and
neither the Partnership nor the Warrant Agent shall be affected by any notice to
the contrary.

          The term "Business Day" shall mean any day other than a Saturday or
                    ------------
Sunday on which banks in New York City are open for business.

          The Partnership Interests are entitled to certain of the benefits and
subject to certain of the obligations under the Amended and Restated Agreement
of Limited Partnership of SW

                                      A-8
<PAGE>

Acquisition, L.P., dated as of May 26, 2000, among the partners of the
Partnership (the "Amended Partnership Agreement"). The Amended Partnership
                  -----------------------------
Agreement provides the holders of Partnership Interests with, among other
things, the right, subject to the conditions and limitations contained therein,
to include the Partnership Interests in certain registration statements filed by
the Partnership for its account or for the account of any of its
securityholders. In addition, the holder of this Warrant, by acceptance of this
Warrant, agrees to be subject to any Bring-Along Right (as defined in the
Amended Partnership Agreement) set forth in the Amended Partnership Agreement to
the extent that a holder of Partnership Interests issued upon exercise of such
Warrant would be subject to such Bring-Along Right. In the event of any sale of
Warrants pursuant to a Bring-Along Right, Warrant holders will receive the
consideration for their Warrants that they would have received for Partnership
Interests if they had exercised their Warrants immediately before the sale.

                                      A-9
<PAGE>

                        (FORM OF ELECTION TO EXERCISE)

(To be executed upon exercise of Warrants on the Exercise Date)

          The undersigned hereby irrevocably elects to exercise [     ] of the
Warrants represented by this Warrant Certificate and purchase the entire
Partnership Interests issuable upon the exercise of such Warrants and herewith
tenders payment for such Partnership Interests as follows:

          $[     ] in cash or by certified or official bank check; or by a
decrease in the undersigned's Applicable Capital Contribution by an amount equal
to the aggregate Exercise Price pursuant to a Cashless Exercise (as defined in
the Warrant Agreement).

          The undersigned requests that a certificate representing such
Partnership Interests be registered in the name of ____________________ whose
address is _________________________ and that such certificate be delivered to
__________________________ whose address is __________________________.

          Dated __________________, ____

          Name of holder of
          Warrant Certificate:  _______________________________
                                         (Please Print)

          Tax Identification or
          Social Security Number:  ____________________________

          Address:  ___________________________________________
                    ___________________________________________
          Signature:  _________________________________________

                      Note:   The above signature must correspond with the name
                              as written upon the face of this Warrant
                              Certificate in every particular, without
                              alteration or enlargement or any change whatever
                              and if the certificate representing the
                              Partnership Interests or any Warrant Certificate
                              representing Warrants not exercised is to be
                              registered in a name other than that in which this
                              Warrant Certificate is registered, the signature
                              of the holder hereof


                                     A-10
<PAGE>

                              must be guaranteed as provided in the Warrant
                              Agreement.

Dated ____________________, ____

          Signature:  ________________________________________

                      Note:   The above signature must correspond with the name
                              as written upon the face of this Warrant
                              Certificate in every particular, without
                              alteration or enlargement or any change whatever.

          Signature Guaranteed:  _____________________________


                             [FORM OF ASSIGNMENT]

          For value received _______________________ hereby sells, assigns and
transfers unto _____________________ the within Warrant Certificate, together
with all right, title and interest therein, and does hereby irrevocably
constitute and appoint __________________________ attorney, to transfer said
Warrant Certificate on the books of the within-named Partnership, with full
power of substitution in the premises.

Dated ____________________, ____

          Signature:  ________________________________________
                      Note:   The above signature must correspond with the name
                              as written upon the face of this Warrant
                              Certificate in every particular, without
                              alteration or enlargement or any change whatever.

          Signature Guaranteed:  _____________________________

                                     A-11
<PAGE>

               SCHEDULE OF EXCHANGES OF CERTIFICATED WARRANTS/1/
               ----------------------------------------------

          The following exchanges of a part of this Global Warrant for
certificated Warrants have been made:

<TABLE>
<CAPTION>
                                                                  Number of
                                                                 Warrants of
                    Amount of              Amount of             this Global
                   decrease in            increase in              Warrant           Signature of
                    Number of              Number of              following           authorized
Date of         Warrants of this        Warrants of this        such decrease        signatory of
Exchange         Global Warrant          Global Warrant         (or increase)       Warrant Agent
----------------------------------------------------------------------------------------------------
<S>             <C>                     <C>                     <C>                 <C>
</TABLE>


_________________________
/1/  This is to be included only if the Warrant is in global form.

                                     A-12
<PAGE>

                                                                       EXHIBIT B
                                                                       ---------
                       FORM OF LEGEND FOR GLOBAL WARRANT
                       ---------------------------------

          Any Global Warrant authenticated and delivered hereunder shall bear a
legend in substantially the following form:

          THIS SECURITY IS A GLOBAL WARRANT WITHIN THE MEANING OF THE
     WARRANT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN
     THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A
     SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR
     SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
     DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES
     DESCRIBED IN THE WARRANT AGREEMENT, AND NO TRANSFER OF THIS
     SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY
     THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF
     THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
     DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
     DESCRIBED IN THE WARRANT AGREEMENT.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
     REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
     CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION
     OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
     REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
     REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
     IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
     AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
     OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
     WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
     AN INTEREST HEREIN.

                                 B-1
<PAGE>

                                                                       EXHIBIT C
                                                                       ---------
                   CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                    OR REGISTRATION OF TRANSFER OF WARRANTS

                  Re:       Warrants to Purchase Partnership

                            Interests in (the "Warrants")
                            SW ACQUISITION, L.P.
                            -----------------------------

          This Certificate relates to ____ Warrants held in* ___ book-entry or*
_______ certificated form by ______ (the "Transferor").

The Transferor:*

     [_]  has requested the Warrant Agent by written order to deliver in
exchange for its beneficial interest in the Global Warrant held by the
Depository a Warrant or Warrants in definitive, registered form of authorized
denominations and an aggregate number equal to its beneficial interest in such
Global Warrant (or the portion thereof indicated above); or

     [_]  has requested the Warrant Agent by written order to exchange or
register the transfer of a Warrant or Warrants.

          In connection with such request and in respect of each such Warrant,
the Transferor does hereby certify that Transferor is familiar with the Warrant
Agreement relating to the above captioned Warrants and the restrictions on
transfers thereof as provided in Section 1.08 of such Warrant Agreement, and
that the transfer of this Warrant does not require registration under the
Securities Act of 1933, as amended (the "Act") because*:
                                         ---

     [_]  Such Warrant is being acquired for the Transferor's own account,
without transfer (in satisfaction of Section 1.08(a)(y)(A) or Section
1.08(d)(i)(A) of the Warrant Agreement).

     [_]  Such Warrant is being transferred to a qualified institutional buyer
(as defined in Rule 144A under the Act), in reliance on Rule 144A.

     [_]  Such Warrant is being transferred to an institutional "accredited
investor" (within the meaning of subparagraphs (a)(1), (2), (3) or (7) of Rule
501 under the Act).

     [_]  Such Warrant is being transferred in reliance on Regulation S under
the Act.

                                      C-1
<PAGE>

     [_]  Such Warrant is being transferred in accordance with Rule 144 under
the Act.

     [_]  Such Warrant is being transferred in reliance on and in compliance
with an exemption from the registration requirements of the Act.

                              ______________________________
                              [INSERT NAME OF TRANSFEROR]

                              By:  _________________________

Date:  _________________
       *Check applicable box.

                                      C-2
<PAGE>

                                                                       EXHIBIT D
                                                                       ---------
                           Form of Certificate to Be
                         Delivered in Connection with
                Transfers to Institutional Accredited Investors
                -----------------------------------------------

                                                             _____________, ____

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York  10286

Attention:  Corporate Trust Trustee Administration

Ladies and Gentlemen:

          In connection with our proposed purchase of warrants (the "Warrants")
to purchase Partnership Interests of SW Acquisition, L.P. (the "Partnership"),
we confirm that:

          1.  We have received such information as we deem necessary in order to
     make our investment decision.

          2.  We understand that any subsequent transfer of the Warrants is
     subject to certain restrictions and conditions set forth in the Warrant
     Agreement and the undersigned agrees to be bound by, and not to resell,
     pledge or otherwise transfer the Warrants except in compliance with, such
     restrictions and conditions and the Securities Act of 1933, as amended (the
     "Securities Act").

          3.  We understand that the offer and sale of the Warrants have not
     been registered under the Securities Act, and that the Warrants may not be
     offered or sold within the United States or to, or for the account or
     benefit of, U.S. persons except as permitted in the following sentence. We
     agree, on our own behalf and on behalf of any accounts for which we are
     acting as hereinafter stated, that if we should sell any Warrants prior to
     (x) the date which is two years after the later of the date of original
     issuance of the Warrants (or such shorter period as may be prescribed by
     Rule 144(k) under the Securities Act or any successor provision thereto) or
     the last day on which the Partnership or any affiliate of the Partnership
     was owner of such Warrants, or any predecessor thereto, and (y) such later
     date, if any, as may be required by applicable laws, we will do so only (A)
     to the

                                      D-1
<PAGE>

     Partnership, (B) inside the United States in accordance with Rule 144A
     under the Securities Act to a "qualified institutional buyer" (as defined
     therein), (C) inside the United States to an institutional "accredited
     investor" (as defined below) that, prior to such transfer, furnishes (or
     has furnished on its behalf by a U.S. broker-dealer) to the Warrant Agent a
     signed letter substantially in the form hereof, (D) outside the United
     States in accordance with Regulation S under the Securities Act, (E)
     pursuant to the exemption from registration provided by Rule 144 under the
     Securities Act (if available) or (F) pursuant to an effective registration
     statement under the Securities Act and (G) pursuant to another available
     exemption under the Securities Act, and we further agree to provide to any
     person purchasing Warrants from us a notice advising such purchaser that
     resales of the Warrants are restricted as stated herein.

          4.  We understand that, on any proposed resale of Warrants, we will be
     required to furnish to the Warrant Agent and the Partnership, such
     certification, legal opinions and other information as the Warrant Agent
     and the Partnership may reasonably require to confirm that the proposed
     sale complies with the foregoing restrictions.  We further understand that
     the Warrants purchased by us will bear a legend to the foregoing effect.

          5.  We are an institutional "accredited investor" (as defined in Rule
     501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
     have such knowledge and experience in financial and business matters as to
     be capable of evaluating the merits and risks of our investment in the
     Warrants, and we and any accounts for which we are acting are each able to
     bear the economic risk of our or their investment, as the case may be.

          6.  We are acquiring the Warrants purchased by us for our account or
     for one or more accounts (each of which is an institutional "accredited
     investor") as to each of which we exercise sole investment discretion.

                                      D-2
<PAGE>

          You and the Partnership are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.

                                        Very truly yours,

                                        [Name of Transferee]

                                        By:  __________________________
                                              [Authorized Signatory]

          Upon transfer the Warrants would be registered in the name of the new
beneficial owner as follows:

Name:______________________________

Address:___________________________

Taxpayer ID Number:________________

                                      D-3
<PAGE>

                                                                       EXHIBIT E
                                                                       ---------
                           Form of Certificate to Be
                            Delivered in Connection
                          with Regulation S Transfers
                          ---------------------------

                                                           _______________, ____

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York  10286

Attention:  Corporate Trust Trustee Administration

Ladies and Gentlemen:

          In connection with our proposed sale of Warrants of SW Acquisition,
L.P. (the "Partnership"), we confirm that such sale has been effected pursuant
to and in accordance with Regulation S under the Securities Act of 1933, as
amended (the "Securities Act"), and, accordingly, we represent that:

          (1) the offer of the Warrants was not made to a person in the United
     States;

          (2) either (a) at the time the buy offer was originated, the
     transferee was outside the United States or we and any person acting on our
     behalf reasonably believed that the transferee was outside the United
     States, or (b) the transaction was executed in, on or through the
     facilities of a designated off-shore securities market and neither we nor
     any person acting on our behalf knows that the transaction has been pre-
     arranged with a buyer in the United States;

          (3) no directed selling efforts have been made in the United States in
     contravention of the requirements of Rule 903(b) or Rule 904(b) of
     Regulation S under the Securities Act, as applicable;

          (4) the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act;

          (5) we have advised the transferee of the transfer restrictions
     applicable to the Warrants; and

                                      E-1
<PAGE>

          (6) if the circumstances set forth in Rule 904(c) under the Securities
     Act are applicable, we have complied with the additional conditions
     therein, including (if applicable) sending a confirmation or other notice
     stating that the Warrants may be offered and sold during the restricted
     period specified in Rule 903(c)(2) or (3), as applicable, in accordance
     with the provisions of Regulation S; pursuant to registration of the
     Warrants under the Securities Act; or pursuant to an available exemption
     from the registration requirements under the Act.

          You and the Partnership are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.  Defined terms used herein without
definition have the respective meanings provided in Regulation S under the
Securities Act.

                              Very truly yours,

                              [Name of Transferee]

                              By: ___________________________
                                   [Authorized Signatory]

          Upon transfer the Warrants would be registered in the name of the new
beneficial owner as follows:

Name:______________________________

Address:___________________________

Taxpayer ID Number:________________

                                      E-2