<PAGE>

                                                             EXECUTION VERSION


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                             VIKING MERGER SUB, INC.





                                140,000 Warrants
                                   to Purchase
                                  Common Shares





                                WARRANT AGREEMENT





                          Dated as of November 23, 1999





                          NORWEST BANK MINNESOTA, N.A.

                                  Warrant Agent






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


                  WARRANT AGREEMENT, dated as of November 23, 1999, between
Viking Merger Sub, Inc., a Delaware corporation ("VIKING"), and Norwest Bank
Minnesota, N.A., as warrant agent (the "WARRANT AGENT").

                  WHEREAS, Viking proposes to issue 140,000 warrants (the
"WARRANTS") to initially purchase up to an aggregate of 172,182 Common Shares,
par value $0.01 per share (the "VIKING COMMON SHARES") (the Viking Common Shares
issuable on exercise of the Warrants being referred to herein as the "VIKING
WARRANT SHARES") in connection with a Purchase Agreement (the "PURCHASE
AGREEMENT") dated November 18, 1999, among Viking, Merrill Corporation
("MERRILL") and Donaldson, Lufkin & Jenrette Securities Corporation, as initial
purchaser, providing for the offering (the "OFFERING") by Merrill of 140,000
Units, each consisting of $1,000 principal amount at maturity of Merrill's 12%
Senior Subordinated Notes due 2009 (the "NOTES") and one warrant initially
representing the right to purchase 1.22987 Viking Common Shares;

                  WHEREAS, the Company has entered into an Agreement and Plan of
Merger with Merrill dated as of July 14, 1999 (as amended to the date hereof,
the "MERGER AGREEMENT") pursuant to which the Company will merge (the "MERGER")
with and into Merrill and, upon consummation of the Merger, Merrill will assume
all obligations of the Company under this Agreement;

                  WHEREAS, at the effective time of the Merger, each Viking
Common Share will become one share of Class B Common Stock of Merrill, par value
$0.01 per share ("MERRILL COMMON STOCK"), each Warrant by its terms will become
exercisable to initially purchase 1.22987 shares of Merrill Common Stock (the
"MERRILL WARRANT Shares") and Merrill will succeed to the obligations of Viking
under this Agreement and with respect to the Warrants;

                  WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company, and the Warrant Agent is willing so to act in connection
with the issuance of Warrant Certificates (as defined) and other matters as
provided herein;

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereto agree as follows:

SECTION 1.        CERTAIN DEFINITIONS.

                  As used in this Agreement, the following terms shall have the
following respective meanings:

                  "144A GLOBAL WARRANT" means a Global Warrant bearing the
Private Placement Legend, initially representing beneficial interests in
Warrants sold in reliance on Rule 144A.

                  "AFFILIATE" of any Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person. For purposes of this definition, "control" (including,
with correlative meanings, the terms "controlling," "controlled by" and "under
common control with"), as used with respect to any Person shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such specified Person, whether
through the ownership of voting securities, by agreement or otherwise; PROVIDED
that beneficial ownership of 10% or more of the voting securities of a Person
shall be deemed to be control.

<PAGE>

                  "APPLICABLE PROCEDURES" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Warrant, the rules and
procedures of the Depositary, Euroclear and Cedelbank that apply to such
transfer or exchange.

                  "BUSINESS DAY" means any day other than a Legal Holiday.

                  "CEDELBANK" means Cedelbank, a limited liability company (a
societe anonyme) organized under Luxembourg law.

                  "CLOSING DATE" means the date hereof.

                  "COMMISSION" means the Securities and Exchange Commission.

                  "DEFINITIVE WARRANTS" means Warrants issued in definitive form
and represented by a Warrant Certificate that does not bear the Global Warrant
Legend and that does not have the "Schedule of Exchanges of Interests in the
Global Warrant" attached thereto.

                  "DEPOSITARY" means, with respect to the Warrants issuable or
issued in whole or in part in global form, the Person specified in Section 3.3
hereof as the Depositary with respect to the Warrants, and any and all
successors thereto appointed as Depositary hereunder and having become such
pursuant to the applicable provision of the Indenture.

                  "EUROCLEAR" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear system.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                  "GLOBAL WARRANTS" means Warrants issued in global form and
represented by a Warrant Certificate that bears the Global Warrant Legend and
that has the "Schedule of Exchanges of Interests in the Global Warrant" attached
thereto, which is deposited with or on behalf of and registered in the name of
the Depositary.

                  "GLOBAL WARRANT LEGEND" means the legend set forth in Section
3.5(g)(ii), which is required to be placed on all Warrants issued in global form
under this Warrant Agreement.

                  "HOLDER" means a person who is listed as the record owner of a
Warrant.

                  "INDENTURE" means the indenture, dated the date hereof,
between Merrill, the Guarantors that are party thereto and Norwest Bank
Minnesota, N.A., as trustee relating to the Notes.

                  "INDIRECT PARTICIPANT" means a Person who holds a beneficial
interest in a Global Warrant through a Participant.

                  "INITIAL PURCHASER" means Donaldson, Lufkin & Jenrette
Securities Corporation.

                  "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that
is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act, which is not also a QIB.


                                       2
<PAGE>

                  "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which
banking institutions in the City of New York or the city in which the principal
corporate trust office or the Warrant Agent is located or at a place of payment
are authorized by law, regulation or executive order to remain closed. If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue on such payment for the intervening period.

                  "NON-U.S. PERSON" means a Person who is not a U.S. Person.

                  "OFFICER" means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary or any Vice-President of such Person.

                  "ONE-YEAR RESTRICTED PERIOD" means the one-year "distribution
compliance period" as defined in Rule 902(f) of Regulation S.

                  "OPINION OF COUNSEL" means an opinion from legal counsel who
is reasonably acceptable to the Warrant Agent in form and substance reasonably
acceptable to the Warrant Agent. The counsel may be an employee of or counsel to
the Company, any subsidiary of the Company or the Warrant Agent.

                  "PARTICIPANT" means, with respect to the Depositary, Euroclear
or Cedelbank, a Person who has an account with the Depositary, Euroclear or
Cedelbank, respectively (and, with respect to The Depository Trust Company,
shall include Euroclear and Cedelbank).

                  "PERSON" means any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof, including any subdivision or ongoing business of any such entity or
substantially all of the assets of any such entity, subdivision or business.

                  "PRIVATE PLACEMENT LEGEND" means the legend set forth in
Section 3.5(g)(i) to be placed on all Warrants issued under this Warrant
Agreement except where otherwise permitted by the provisions of this Warrant
Agreement.

                  "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

                  "REGULATION S" means Regulation S promulgated under the
Securities Act.

                  "REGULATION S TEMPORARY GLOBAL WARRANT" means a Global Warrant
bearing the Private Placement Legend initially representing beneficial interests
in Warrants offered and sold in reliance on Regulation S.

                  "REGULATION S PERMANENT GLOBAL WARRANT" means a permanent
Global Warrant issued in accordance with Section 3.1(d).

                  "RESTRICTED DEFINITIVE WARRANT" means a Definitive Warrant
that bears the Private Placement Legend.


                                       3
<PAGE>

                  "RESTRICTED GLOBAL WARRANT" means a 144A Global Warrant or a
Regulation S Temporary Global Warrant or both, as the context may require.

                  "RULE 144" means Rule 144 promulgated under the Securities
Act.

                  "RULE 144A" means Rule 144A promulgated under the Securities
Act.

                  "RULE 903" means Rule 903 promulgated under the Securities
Act.

                  "RULE 904" means Rule 904 promulgated under the Securities
Act.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "SEPARATION DATE" means the earliest of (i) 180 days after the
closing of the Offering, (ii) the date on which a registration statement with
respect to a registered exchange offer for the Notes is declared effective under
the Securities Act, (iii) the date a shelf registration statement with respect
to the Notes or the Warrants is declared effective under the Securities Act,
(iv) such date as Donaldson, Lufkin & Jenrette Securities Corporation in its
sole discretion shall determine and (v) the date the Company gives the notice
required by the Indenture upon the occurrence of a Change of Control (as defined
in the Indenture).

                  "TRANSFER RESTRICTED SECURITIES" shall mean (a) each Warrant
and Warrant Share held by an Affiliate of the Company and (b) each other Warrant
and Warrant Share until the earlier to occur of (i) the date on which such
Warrant or Warrant Share (other than any Warrant Share issued upon exercise of a
Warrant in accordance with a Registration Statement (as defined in the Warrant
Registration Rights Agreement)) has been disposed of in accordance with a
Registration Statement and (ii) the date on which such Warrant or Warrant Share
(or the related Warrant) is distributed to the public pursuant to Rule 144 under
the Act.

                  "TRUSTEE" means the trustee under the Indenture.

                  "UNRESTRICTED GLOBAL WARRANT" means a Global Warrant that does
not bear and is not required to bear the Private Placement Legend (other than
the Regulation S Permanent Global Warrant).

                  "UNRESTRICTED DEFINITIVE WARRANT" means a Definitive Warrant
that does not bear and is not required to bear the Private Placement Legend.

                  "U.S. PERSON" means a U.S. person as defined in Rule 902(o)
under the Securities Act.

                  "WARRANT CERTIFICATE" means a certificate, in global or
definitive form, substantially in the form of Exhibit A hereto, representing
Warrants.

                  "WARRANT REGISTRATION RIGHTS AGREEMENT" means the registration
rights agreement, dated as of November 23, 1999, between Merrill and the Initial
Purchaser relating to the Warrants and the Warrant Shares.

                  In addition, as used herein, the "COMPANY" shall refer to
Viking prior to the effective time of the Merger and to Merrill from and after
the effective time of the Merger; "COMMON STOCK" shall refer to Viking Common
Shares prior to the effective time of the Merger and to Merrill Common


                                       4
<PAGE>

Stock from and after the effective time of the Merger; and "WARRANT SHARES"
shall refer to Viking Warrant Shares prior to the effective time of the Merger
and to Merrill Warrant Shares from and after the effective time of the Merger.

SECTION 2.        APPOINTMENT OF WARRANT AGENT.

                  The Company hereby appoints the Warrant Agent to act as agent
for the Company in accordance with the instructions set forth hereinafter in
this Agreement and the Warrant Agent hereby accepts such appointment.

SECTION 3.        ISSUANCE OF WARRANTS; WARRANT CERTIFICATES.

         3.1.     FORM AND DATING.

                  (a)      GENERAL.

                  The Warrants shall be issued substantially in the form of
Exhibit A hereto. The Warrants may have notations, legends or endorsements
required by law, stock exchange rule or usage. Each Warrant shall be dated the
date of the countersignature.

                  The terms and provisions contained in the Warrants shall
constitute, and are hereby expressly made, a part of this Warrant Agreement. The
Company and the Warrant Agent, by their execution and delivery of this Warrant
Agreement, expressly agree to such terms and provisions and to be bound thereby.
However, to the extent any provision of any Warrant conflicts with the express
provisions of this Warrant Agreement, the provisions of this Warrant Agreement
shall govern and be controlling.

                  (b)      GLOBAL WARRANTS.

                  Global Warrants shall be substantially in the form of Exhibit
A attached hereto (including the Global Warrant Legend thereon and the "Schedule
of Exchanges of Interests in the Global Warrant" attached thereto). Each Global
Warrant shall represent such of the outstanding Warrants as shall be specified
therein and each shall provide that it shall represent the number of outstanding
Warrants from time to time endorsed thereon and that the number of outstanding
Warrants represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Warrant to reflect the amount of any increase or decrease in the number of
outstanding Warrants represented thereby shall be made by the Warrant Agent in
accordance with instructions given by the Holder thereof as required by Section
3.5 hereof.

                  (c)      144A GLOBAL WARRANTS.

                  Warrants initially offered and sold to QIBs in reliance on
Rule 144A shall be issued initially in the form of 144A Global Warrants, which
shall be deposited on behalf of the purchasers of the Warrants represented
thereby with the Warrant Agent, as custodian for the Depositary, and registered
in the name of the Depositary or the nominee of the Depositary for credit to the
accounts of DTC's Participants, duly executed by the Company and countersigned
by the Warrant Agent as hereinafter provided.


                                       5
<PAGE>

                  (d)      REGULATION S TEMPORARY GLOBAL WARRANTS.

                  Warrants initially offered and sold in reliance on Regulation
S shall be issued initially in the form of Regulation S Temporary Global
Warrants, which shall be deposited on behalf of the purchasers of the Warrants
represented thereby with the Warrant Agent, as custodian for the Depositary, and
registered in the name of the Depositary or the nominee of the Depositary for
the accounts of designated agents holding on behalf of Euroclear or Cedelbank,
duly executed by the Company and countersigned by the Warrant Agent as
hereinafter provided.

                  Within a reasonable time period after the expiration of the
One-Year Restricted Period, upon the receipt by the Warrant Agent of a written
certificate from the Depositary, together with copies of certificates from
Euroclear and Cedelbank certifying that they have received certification of
non-United States beneficial ownership of all Warrants represented by the
Regulation S Temporary Global Warrant (except to the extent of any beneficial
owners thereof who acquired an interest therein during the One-Year Restricted
Period pursuant to another exemption from registration under the Securities Act
and who will take delivery of a beneficial ownership interest in a 144A Global
Note), the Company shall issue and the Warrant Agent shall countersign as
hereinafter provided a Regulation S Permanent Global Warrant representing a
number of Warrants equal to the number of Warrants then represented by the
Regulation S Temporary Global Warrant, which shall be deposited with the Warrant
Agent, as custodian for the Depositary, and registered in the name of the
Depositary or the nominee of the Depositary, all pursuant to the Applicable
Procedures. Simultaneously with the countersignature of the Regulation S
Permanent Global Warrant as described above, the Warrant Agent shall cancel the
Regulation S Temporary Global Warrant.

                  Until the later of the termination of the One-Year Restricted
Period and the provision of the certifications required as specified in the
preceding paragraph, beneficial interests in any Regulation S Temporary Global
Warrant may be held only through Participants acting for and on behalf of
Euroclear and Cedelbank.

                  (e)      EUROCLEAR AND CEDELBANK PROCEDURES APPLICABLE.

                  The provisions of the "Operating Procedures of the Euroclear
System" and "Terms and Conditions Governing Use of Euroclear" and the "General
Terms and Conditions of Cedelbank" and "Customer Handbook" of Cedelbank shall be
applicable to transfers of beneficial interests in the Regulation S Global
Warrant that are held by Participants through Euroclear or Cedelbank.

                  (f)      DEFINITIVE WARRANTS.

                  Definitive Warrants shall be substantially in the form of
Exhibit A attached hereto (but without the Global Warrant Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Warrant" attached
thereto).

         3.2.     EXECUTION.

                  An Officer shall sign the Warrants for the Company by manual
or facsimile signature.

                  If the Officer whose signature is on a Warrant no longer holds
that office at the time a Warrant is countersigned, the Warrant shall
nevertheless be valid.


                                       6
<PAGE>

                  A Warrant shall not be valid until countersigned by the manual
signature of the Warrant Agent. The signature shall be conclusive evidence that
the Warrant has been properly issued under this Warrant Agreement.

                  The Warrant Agent shall, upon a written order of the Company
signed by an Officer (a "WARRANT COUNTERSIGNATURE ORDER"), countersign Warrants
for original issue up to the number stated in the preamble hereto.

                  The Warrant Agent may appoint an agent acceptable to the
Company to countersign Warrants. Such an agent may countersign Warrants whenever
the Warrant Agent may do so. Each reference in this Warrant Agreement to a
countersignature by the Warrant Agent includes a countersignature by such agent.
Such an agent has the same rights as the Warrant Agent to deal with the Company
or an Affiliate of the Company.

         3.3.     WARRANT REGISTRAR.

                  The Company shall maintain an office or agency where Warrants
may be presented for registration of transfer or for exchange ("WARRANT
REGISTRAR"). The Warrant Registrar shall keep a register of the Warrants and of
their transfer and exchange. The Company may appoint one or more co-Warrant
Registrars. The term "Warrant Registrar" includes any co-Warrant Registrar. The
Company may change any Warrant Registrar without notice to any holder. The
Company shall notify the Warrant Agent in writing of the name and address of any
agent not a party to this Warrant Agreement. If the Company fails to appoint or
maintain another entity as Warrant Registrar, the Warrant Agent shall act as
such. The Company or any of its subsidiaries may act as Warrant Registrar.

                  The Company initially appoints The Depository Trust Company
("DTC") to act as Depositary with respect to the Global Warrants.

                  The Company initially appoints the Warrant Agent to act as the
Warrant Registrar with respect to the Global Warrants.

         3.4.     HOLDER LISTS.

                  The Warrant Agent shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of all Holders. If the Warrant Agent is not the Warrant Registrar, the
Company shall promptly furnish to the Warrant Agent at such times as the Warrant
Agent may request in writing, a list in such form and as of such date as the
Warrant Agent may reasonably require of the names and addresses of the Holders.

         3.5.     TRANSFER AND EXCHANGE.

                  (a)      TRANSFER AND EXCHANGE OF GLOBAL WARRANTS.

                  A Global Warrant may not be transferred as a whole except by
the Depositary to a nominee of the Depositary, by a nominee of the Depositary to
the Depositary or to another nominee of the Depositary, or by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary. All Global Warrants will be exchanged by the Company for Definitive
Warrants if (i) the Company delivers to the Warrant Agent notice from the
Depositary that it is unwilling or unable to continue to act as Depositary or
that it is no longer a clearing agency registered under the Exchange


                                       7
<PAGE>

Act and, in either case, a successor Depositary is not appointed by the Company
within 120 days after the date of such notice from the Depositary or (ii) the
Company in its sole discretion determines that the Global Warrants (in whole but
not in part) should be exchanged for Definitive Warrants and delivers a written
notice to such effect to the Warrant Agent. Upon the occurrence of either of the
preceding events in (i) or (ii) above, Definitive Warrants shall be issued in
such names as the Depositary shall instruct the Warrant Agent. Global Warrants
also may be exchanged or replaced, in whole or in part, as provided in Sections
3.6 and 3.7 hereof. A Global Warrant may not be exchanged for another Warrant
other than as provided in this Section 3.5(a), however, beneficial interests in
a Global Warrant may be transferred and exchanged as provided in Section 3.5(b),
(c) or (f) hereof.

                  (b)      TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE
GLOBAL WARRANTS.

                  The transfer and exchange of beneficial interests in the
Global Warrants shall be effected through the Depositary, in accordance with the
provisions of this Warrant Agreement and the Applicable Procedures. Beneficial
interests in the Restricted Global Warrants shall be subject to restrictions on
transfer comparable to those set forth herein to the extent required by the
Securities Act. Transfers of beneficial interests in the Global Warrants also
shall require compliance with either subparagraph (i) or (ii) below, as
applicable, as well as one or more of the other following subparagraphs, as
applicable:

                  (i) TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL
         WARRANT. Beneficial interests in any Restricted Global Warrant may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Warrant in accordance
         with the transfer restrictions set forth in the Private Placement
         Legend. Beneficial interests in any Unrestricted Global Warrant may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Unrestricted Global Warrant. No written
         orders or instructions shall be required to be delivered to the Warrant
         Registrar to effect the transfers described in this Section 3.5(b)(i).

                 (ii) ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL INTERESTS
         IN GLOBAL WARRANTS. In connection with all transfers and exchanges of
         beneficial interests in a Global Warrant that are not subject to
         Section 3.5(b)(i) above (other than an exchange of beneficial interests
         in the Regulation S Temporary Global Warrant for beneficial interests
         in the Regulation S Permanent Global Warrant in accordance with Section
         3.1(d)), the transferor of such beneficial interest must deliver to the
         Warrant Registrar either (A) (1) a written order from a Participant or
         an Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to credit or cause to be
         credited a beneficial interest in another Global Warrant in an amount
         equal to the beneficial interest to be transferred or exchanged and (2)
         instructions given in accordance with the Applicable Procedures
         containing information regarding the Participant account to be credited
         with such increase or (B) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to cause to be issued a
         Definitive Warrant in an amount equal to the beneficial interest to be
         transferred or exchanged and (2) instructions given by the Depositary
         to the Warrant Registrar containing information regarding the Person in
         whose name such Definitive Warrant shall be registered; PROVIDED,
         HOWEVER, that in no event shall Definitive Warrants be issued upon the
         transfer or exchange of beneficial interests in the Regulation S
         Temporary Global Note prior to (x) the expiration of the One-Year
         Restricted Period and (y) the receipt by the Warrant Registrar of any
         certificates required pursuant to Rule 903 under the Securities Act.
         Upon effectiveness of the Registration Statement (as defined in the
         Warrant


                                       8
<PAGE>

         Registration Rights Agreement) in accordance with Section 3.5(f)
         hereof, the requirements of this Section 3.5(b)(ii) shall be deemed to
         have been satisfied upon receipt by the Warrant Registrar of a
         certification required by the Company in connection with such
         Registration Statement delivered by the Holder of such beneficial
         interests in the Restricted Global Warrants. Upon satisfaction of all
         of the requirements for transfer or exchange of beneficial interests in
         Global Warrants contained in this Agreement and the Warrants or
         otherwise applicable under the Securities Act, the Warrant Agent shall
         adjust the principal amount of the relevant Global Warrant(s) pursuant
         to Section 3.5(h) hereof.

                  (iii) TRANSFER OF BENEFICIAL INTERESTS TO ANOTHER RESTRICTED
         GLOBAL WARRANT. A beneficial interest in any Restricted Global Warrant
         may be transferred to a Person who takes delivery thereof in the form
         of a beneficial interest in another Restricted Global Warrant if the
         transfer complies with the requirements of Section 3.5(b)(ii) above and
         the Warrant Registrar receives the following:

                           (A) if the transferee will take delivery in the form
                  of a beneficial interest in the 144A Global Warrant, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications in item (1) or (3)
                  thereof; and

                           (B) if the transferee will take delivery in the form
                  of a beneficial interest in the Regulation S Temporary Global
                  Warrant, then the transferor must deliver a certificate in the
                  form of Exhibit B hereto, including the certifications in item
                  (2) thereof.

                  (iv) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN A
         RESTRICTED GLOBAL WARRANT FOR BENEFICIAL INTERESTS IN THE UNRESTRICTED
         GLOBAL WARRANT. A beneficial interest in any Restricted Global Warrant
         may be exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Warrant or transferred to a Person who takes
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Warrant if the exchange or transfer complies with
         the requirements of Section 3.5(b)(ii) above and:

                           (A) such transfer is effected pursuant to the
                  Registration Statement in accordance with the Warrant
                  Registration Rights Agreement; or

                           (B) the Warrant Registrar receives the following:

                                    (1) if the holder of such beneficial
                           interest in a Restricted Global Warrant proposes to
                           exchange such beneficial interest for a beneficial
                           interest in the Unrestricted Global Warrant, a
                           certificate from such holder in the form of Exhibit C
                           hereto, including the certifications in item (1)(a)
                           thereof; or

                                    (2) if the holder of such beneficial
                           interest in a Restricted Global Warrant proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in the Unrestricted Global
                           Warrant, a certificate from such holder in the form
                           of Exhibit B hereto, including the certifications in
                           item (4) thereof;

         and, in each such case set forth in this subparagraph (B), if the
         Warrant Registrar so requests or if the Applicable Procedures so
         require, an Opinion of Counsel in form reasonably acceptable to


                                       9
<PAGE>

         the Warrant Registrar to the effect that such exchange or transfer is
         in compliance with the Securities Act and that the restrictions on
         transfer contained herein and in the Private Placement Legend are no
         longer required in order to maintain compliance with the Securities
         Act.

                  If any such transfer is effected pursuant to subparagraph (B)
above at a time when an Unrestricted Global Warrant has not yet been issued, the
Company shall issue and, upon receipt of an Warrant Countersignature Order in
accordance with Section 3.2 hereof, the Warrant Agent shall countersign one or
more Unrestricted Global Warrants in the number equal to the number of
beneficial interests transferred pursuant to subparagraph (B) above.

                  (c) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS FOR
         DEFINITIVE WARRANTS.

                  (i) BENEFICIAL INTERESTS IN RESTRICTED GLOBAL WARRANTS TO
         RESTRICTED DEFINITIVE WARRANTS. If any holder of a beneficial interest
         in a Restricted Global Warrant proposes to exchange such beneficial
         interest for a Restricted Definitive Warrant or to transfer such
         beneficial interest to a Person who takes delivery thereof in the form
         of a Restricted Definitive Warrant, then, upon receipt by the Warrant
         Registrar of the following documentation:

                           (A) if the holder of such beneficial interest in a
                  Restricted Global Warrant proposes to exchange such beneficial
                  interest for a Restricted Definitive Warrant, a certificate
                  from such holder in the form of Exhibit C hereto, including
                  the certifications in item (2)(a) thereof;

                           (B) if such beneficial interest is being transferred
                  to a QIB in accordance with Rule 144A under the Securities
                  Act, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications in item (1) thereof;

                           (C) if such beneficial interest is being transferred
                  to a Non-U.S. Person in an offshore transaction in accordance
                  with Rule 903 or Rule 904 under the Securities Act, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

                           (D) if such beneficial interest is being transferred
                  pursuant to an exemption from the registration requirements of
                  the Securities Act in accordance with Rule 144 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(a)
                  thereof;

                           (E) if such beneficial interest is being transferred
                  to an Institutional Accredited Investor in reliance on an
                  exemption from the registration requirements of the Securities
                  Act other than those listed in subparagraphs (B) through (D)
                  above, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications, certificates and Opinion
                  of Counsel required by item (3) thereof, if applicable;

                           (F) if such beneficial interest is being transferred
                  to the Company or any of its Subsidiaries, a certificate to
                  the effect set forth in Exhibit B hereto, including the
                  certifications in item (3)(b) thereof; or


                                       10
<PAGE>

                           (G) if such beneficial interest is being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(c)
                  thereof,

the Warrant Agent shall cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Warrant Agent, the number of
Warrants represented by the Global Warrant to be reduced by the number of
Warrants to be represented by the Definitive Warrant pursuant to Section 3.5(h)
hereof, and the Company shall execute and the Warrant Agent shall countersign
and deliver to the Person designated in the instructions a Definitive Warrant in
the appropriate amount. Any Definitive Warrant issued in exchange for a
beneficial interest in a Restricted Global Warrant pursuant to this Section
3.5(c) shall be registered in such name or names as the holder of such
beneficial interest shall instruct the Warrant Registrar through instructions
from the Depositary and the Participant or Indirect Participant. The Warrant
Agent shall deliver such Definitive Warrants to the Persons in whose names such
Warrants are so registered. Any Definitive Warrant issued in exchange for a
beneficial interest in a Restricted Global Warrant pursuant to this Section
3.5(c)(i) shall bear the Private Placement Legend and shall be subject to all
restrictions on transfer contained therein.

                  (ii) BENEFICIAL INTERESTS IN RESTRICTED GLOBAL WARRANTS TO
         UNRESTRICTED DEFINITIVE WARRANTS. A holder of a beneficial interest in
         a Restricted Global Warrant may exchange such beneficial interest for
         an Unrestricted Definitive Warrant or may transfer such beneficial
         interest to a Person who takes delivery thereof in the form of an
         Unrestricted Definitive Warrant (but in the case of any transfer or
         exchange of a beneficial interest in the Regulation S Temporary Global
         Note, only after the expiration of the One-Year Restricted Period),
         only if:

                           (A) such transfer is effected pursuant to the
                  Registration Statement in accordance with the Warrant
                  Registration Rights Agreement; or

                           (B) the Warrant Registrar receives the following:

                                    (1) if the holder of such beneficial
                           interest in a Restricted Global Warrant proposes to
                           exchange such beneficial interest for a Definitive
                           Warrant that does not bear the Private Placement
                           Legend, a certificate from such holder in the form of
                           Exhibit C hereto, including the certifications in
                           item (1)(b) thereof; or

                                    (2) if the holder of such beneficial
                           interest in a Restricted Global Warrant proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           Definitive Warrant that does not bear the Private
                           Placement Legend, a certificate from such holder in
                           the form of Exhibit B hereto, including the
                           certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (B), if
                  the Warrant Registrar so requests or if the Applicable
                  Procedures so require, an Opinion of Counsel in form
                  reasonably acceptable to the Warrant Registrar to the effect
                  that such exchange or transfer is in compliance with the
                  Securities Act and that the restrictions on transfer contained
                  herein and in the Private Placement Legend are no longer
                  required in order to maintain compliance with the Securities
                  Act.


                                       11
<PAGE>

                  (iii) BENEFICIAL INTERESTS IN UNRESTRICTED GLOBAL WARRANTS OR
         REGULATION S PERMANENT GLOBAL WARRANTS TO UNRESTRICTED DEFINITIVE
         WARRANTS. If any holder of a beneficial interest in an Unrestricted
         Global Warrant or Regulation S Permanent Global Warrant proposes to
         exchange such beneficial interest for a Definitive Warrant or to
         transfer such beneficial interest to a Person who takes delivery
         thereof in the form of a Definitive Warrant, then, upon satisfaction of
         the conditions set forth in Section 3.5(b)(ii) hereof, the Warrant
         Agent shall cause the amount of the applicable Global Warrant to be
         reduced accordingly pursuant to Section 3.5(h) hereof, and the Company
         shall execute and the Warrant Agent shall countersign and deliver to
         the Person designated in the instructions a Definitive Warrant in the
         appropriate principal amount. Any Definitive Warrant issued in exchange
         for a beneficial interest pursuant to this Section 3.5(c)(iii) shall be
         registered in such name or names and in such authorized denomination or
         denominations as the holder of such beneficial interest shall instruct
         the Warrant Registrar through instructions from the Depositary and the
         Participant or Indirect Participant. The Warrant Agent shall deliver
         such Definitive Warrants to the Persons in whose names such Warrants
         are so registered. Any Definitive Warrant issued in exchange for a
         beneficial interest pursuant to this Section 3.5(c)(iii) shall not bear
         the Private Placement Legend.

                  (d) TRANSFER AND EXCHANGE OF DEFINITIVE WARRANTS FOR
BENEFICIAL INTERESTS IN GLOBAL WARRANTS.

                  (i) RESTRICTED DEFINITIVE WARRANTS TO BENEFICIAL INTERESTS IN
         RESTRICTED GLOBAL WARRANTS. If any Holder of a Restricted Definitive
         Warrant proposes to exchange such Warrant for a beneficial interest in
         a Restricted Global Warrant or to transfer such Restricted Definitive
         Warrants to a Person who takes delivery thereof in the form of a
         beneficial interest in a Restricted Global Warrant, then, upon receipt
         by the Warrant Registrar of the following documentation:

                           (A) if the Holder of such Restricted Definitive
                  Warrant proposes to exchange such Warrant for a beneficial
                  interest in a Restricted Global Warrant, a certificate from
                  such Holder in the form of Exhibit C hereto, including the
                  certifications in item (2)(b) thereof;

                           (B) if such Restricted Definitive Warrant is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (1)
                  thereof;

                           (C) if such Restricted Definitive Warrant is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

                           (D) if such Restricted Definitive Warrant is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(a) thereof;

                           (E) if such Restricted Definitive Warrant is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration


                                       12
<PAGE>

                  requirements of the Securities Act other than those listed
                  in subparagraphs (B) through (D) above, a certificate to the
                  effect set forth in Exhibit B hereto, including the
                  certifications, certificates and Opinion of Counsel required
                  by item (3) thereof, if applicable; or

                           (F) if such Restricted Definitive Warrant is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(b) thereof,

         the Warrant Agent shall cancel the Restricted Definitive Warrant and
         increase or cause to be increased the amount of the appropriate
         Restricted Global Warrant.

                  (ii) RESTRICTED DEFINITIVE WARRANTS TO BENEFICIAL INTERESTS IN
         UNRESTRICTED GLOBAL WARRANTS. A Holder of a Restricted Definitive
         Warrant may exchange such Warrant for a beneficial interest in an
         Unrestricted Global Warrant or transfer such Restricted Definitive
         Warrant to a Person who takes delivery thereof in the form of a
         beneficial interest in an Unrestricted Global Warrant only if:

                           (A) such transfer is effected pursuant to the
                  Registration Statement in accordance with the Registration
                  Rights Agreement; or

                           (B) the Warrant Registrar receives the following:

                                    (1) if the Holder of such Definitive
                           Warrants proposes to exchange such Warrants for a
                           beneficial interest in the Unrestricted Global
                           Warrant, a certificate from such Holder in the form
                           of Exhibit C hereto, including the certifications in
                           item (1)(c) thereof; or

                                    (2) if the Holder of such Definitive
                           Warrants proposes to transfer such Warrants to a
                           Person who shall take delivery thereof in the form of
                           a beneficial interest in the Unrestricted Global
                           Warrant, a certificate from such Holder in the form
                           of Exhibit B hereto, including the certifications in
                           item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Warrant Registrar so requests or if the Applicable
                  Procedures so require, an Opinion of Counsel in form
                  reasonably acceptable to the Warrant Registrar to the effect
                  that such exchange or transfer is in compliance with the
                  Securities Act and that the restrictions on transfer contained
                  herein and in the Private Placement Legend are no longer
                  required in order to maintain compliance with the Securities
                  Act.

         Upon satisfaction of the conditions of any of the subparagraphs in this
         Section 3.5(d)(ii), the Warrant Agent shall cancel the Definitive
         Warrants and increase or cause to be increased the aggregate principal
         amount of the Unrestricted Global Warrant.

                  (iii) UNRESTRICTED DEFINITIVE WARRANTS TO BENEFICIAL INTERESTS
         IN UNRESTRICTED GLOBAL WARRANTS. A Holder of an Unrestricted Definitive
         Warrant may exchange such Warrant for a beneficial interest in an
         Unrestricted Global Warrant or transfer such Definitive Warrants to a


                                       13
<PAGE>

         Person who takes delivery thereof in the form of a beneficial interest
         in an Unrestricted Global Warrant at any time. Upon receipt of a
         request for such an exchange or transfer, the Warrant Agent shall
         cancel the applicable Unrestricted Definitive Warrant and increase or
         cause to be increased the amount of one of the Unrestricted Global
         Warrants.

         If any such exchange or transfer from a Definitive Warrant to a
         beneficial interest is effected pursuant to subparagraphs (ii)(B) or
         (iii) above at a time when an Unrestricted Global Warrant has not yet
         been issued, the Company shall issue and, upon receipt of an Warrant
         Countersignature Order in accordance with Section 3.2 hereof, the
         Warrant Agent shall countersign one or more Unrestricted Global
         Warrants in the number equal to the number of beneficial interests of
         Definitive Warrants so transferred.

                  (e) TRANSFER AND EXCHANGE OF DEFINITIVE WARRANTS FOR
DEFINITIVE WARRANTS.

                  Upon request by a Holder of Definitive Warrants and such
Holder's compliance with the provisions of this Section 3.5(e), the Warrant
Registrar shall register the transfer or exchange of Definitive Warrants. Prior
to such registration of transfer or exchange, the requesting Holder shall
present or surrender to the Warrant Registrar the Definitive Warrants duly
endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Warrant Registrar duly executed by such Holder or by its
attorney, duly authorized in writing. In addition, the requesting Holder shall
provide any additional certifications, documents and information, as applicable,
required pursuant to the following provisions of this Section 3.5(e).

                  (i) RESTRICTED DEFINITIVE WARRANTS TO RESTRICTED DEFINITIVE
         WARRANTS. Any Restricted Definitive Warrant may be transferred to and
         registered in the name of Persons who take delivery thereof in the form
         of a Restricted Definitive Warrant if the Warrant Registrar receives
         the following:

                           (A) if the transfer will be made pursuant to Rule
                  144A under the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including the certifications in item (1) thereof;

                           (B) if the transfer will be made pursuant to Rule 903
                  or Rule 904, then the transferor must deliver a certificate in
                  the form of Exhibit B hereto, including the certifications in
                  item (2) thereof; or

                           (C) if the transfer will be made pursuant to any
                  other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver a certificate
                  in the form of Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable.

                  (ii) RESTRICTED DEFINITIVE WARRANTS TO UNRESTRICTED DEFINITIVE
         WARRANTS. Any Restricted Definitive Warrant may be exchanged by the
         Holder thereof for an Unrestricted Definitive Warrant or transferred to
         a Person or Persons who take delivery thereof in the form of an
         Unrestricted Definitive Warrant if:

                           (A) any such transfer is effected pursuant to the
                  Registration Statement in accordance with the Warrant
                  Registration Rights Agreement; or


                                       14
<PAGE>

                           (B) the Warrant Registrar receives the following:

                                    (1) if the Holder of such Restricted
                           Definitive Warrants proposes to exchange such
                           Warrants for an Unrestricted Definitive Warrant, a
                           certificate from such Holder in the form of Exhibit C
                           hereto, including the certifications in item (1)(d)
                           thereof; or

                                    (2) if the Holder of such Restricted
                           Definitive Warrants proposes to transfer such
                           Warrants to a Person who shall take delivery thereof
                           in the form of an Unrestricted Definitive Warrant, a
                           certificate from such Holder in the form of Exhibit B
                           hereto, including the certifications in item (4)
                           thereof;

                  and, in each such case set forth in this subparagraph (B), if
                  the Warrant Registrar so requests, an Opinion of Counsel in
                  form reasonably acceptable to the Company to the effect that
                  such exchange or transfer is in compliance with the Securities
                  Act and that the restrictions on transfer contained herein and
                  in the Private Placement Legend are no longer required in
                  order to maintain compliance with the Securities Act.

                  (iii) UNRESTRICTED DEFINITIVE WARRANTS TO UNRESTRICTED
         DEFINITIVE WARRANTS. A Holder of Unrestricted Definitive Warrants may
         transfer such Warrants to a Person who takes delivery thereof in the
         form of an Unrestricted Definitive Warrant. Upon receipt of a request
         to register such a transfer, the Warrant Registrar shall register the
         Unrestricted Definitive Warrants pursuant to the instructions from the
         Holder thereof.

                  (f)      REGISTRATION STATEMENT.

                  Upon the effectiveness of the Registration Statement and sales
of Warrants in connection therewith in accordance with the Warrant Registration
Rights Agreement, the Company shall issue and, upon receipt of a Warrant
Countersignature Order in accordance with Section 3.2, the Warrant Agent shall
countersign (i) one or more Unrestricted Global Warrants in an amount equal to
the amount of the beneficial interests in the Restricted Global Warrants sold
under such Registration Statement and (ii) Definitive Warrants in an amount
equal to the amount of the beneficial interests of the Restricted Definitive
Warrants sold under such Registration Statement. Concurrently with the issuance
of such Warrants, the Warrant Agent shall cause the amount of the applicable
Restricted Global Warrants to be reduced accordingly, and the Company shall
execute and the Warrant Agent shall countersign and deliver to the Persons
designated by the Holders of Definitive Warrants so accepted Definitive Warrants
in the appropriate amount.

                  (g)      LEGENDS.

                  The following legends shall appear on the face of all Global
Warrants and Definitive Warrants issued under this Warrant Agreement unless
specifically stated otherwise in the applicable provisions of this Warrant
Agreement.


                                       15
<PAGE>

                  (i)      PRIVATE PLACEMENT LEGEND.

                           (A) Except as permitted by subparagraph (B) below,
                  each Global Warrant and each Definitive Warrant (and all
                  Warrants issued in exchange therefor or substitution thereof)
                  shall bear the legend in substantially the following form:

                           "THIS SECURITY (OR ITS PREDECESSOR) AND THE WARRANT
         SHARES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER
         THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED
         OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
         ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS, EXCEPT AS SET FORTH IN
         THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
         INTEREST HEREIN, THE HOLDER:

                           (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
                  INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
                  SECURITIES ACT) (A "QIB"), (B) IT HAS ACQUIRED THIS SECURITY
                  IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S
                  UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL
                  "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1),(2), (3)
                  OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "IAI"),

                           (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE
                  TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY OF ITS
                  SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY
                  BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
                  ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF
                  RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
                  REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S OF THE
                  SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS
                  OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI THAT,
                  PRIOR TO SUCH TRANSFER, FURNISHES THE WARRANT AGENT A SIGNED
                  LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
                  RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH
                  CAN BE OBTAINED FROM THE WARRANT AGENT) AND, IF SUCH TRANSFER
                  IS IN RESPECT OF AN AGGREGATE PURCHASE AMOUNT OF LESS THAN
                  $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT
                  SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN
                  ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
                  REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
                  OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN
                  EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
                  ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF
                  THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION,

                           (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO
                  WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A
                  NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


                                       16
<PAGE>

                           AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND
         "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF
         REGULATION S UNDER THE SECURITIES ACT. THE WARRANT AGREEMENT CONTAINS A
         PROVISION REQUIRING THE WARRANT AGENT TO REFUSE TO REGISTER ANY
         TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING."

                           (B) Notwithstanding the foregoing, any Global Warrant
                  or Definitive Warrant issued pursuant to subparagraphs
                  (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii),
                  (e)(iii) or (f) to this Section 3.5 (and all Warrants issued
                  in exchange therefor or substitution thereof) shall not bear
                  the Private Placement Legend.

                  (ii) GLOBAL WARRANT LEGEND. Each Global Warrant shall bear a
         legend in substantially the following form:

                           "THIS GLOBAL WARRANT IS HELD BY THE DEPOSITARY (AS
         DEFINED IN THE WARRANT AGREEMENT GOVERNING THIS WARRANT) OR ITS NOMINEE
         IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
         TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE
         WARRANT AGENT MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
         PURSUANT TO SECTION 3.5 OF THE WARRANT AGREEMENT, (II) THIS GLOBAL
         WARRANT MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
         3.5(a) OF THE WARRANT AGREEMENT, (III) THIS GLOBAL WARRANT MAY BE
         DELIVERED TO THE WARRANT AGENT FOR CANCELLATION PURSUANT TO SECTION 3.8
         OF THE WARRANT AGREEMENT AND (IV) THIS GLOBAL WARRANT MAY BE
         TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
         [VIKING MERGER SUB, INC.] [MERRILL CORPORATION] (THE "COMPANY")."

                  (iii) UNIT LEGEND. Each Warrant issued prior to the Separation
         Date shall bear a legend in substantially the following form:

                           "THE WARRANTS EVIDENCED BY THIS CERTIFICATE ARE
         INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS (THE "UNITS"), EACH OF
         WHICH CONSIST OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE 12% SENIOR
         SUBORDINATED NOTES DUE 2009 (THE "NOTES") OF MERRILL CORPORATION AND
         ONE WARRANT (THE "WARRANTS") INITIALLY ENTITLING THE HOLDER THEREOF TO
         PURCHASE 1.22987 [COMMON SHARES, PAR VALUE $0.01 PER SHARE, OF VIKING
         MERGER SUB, INC.] [SHARES, PAR VALUE $0.01 PER SHARE, OF MERRILL
         CORPORATION CLASS B COMMON STOCK]

                           PRIOR TO THE EARLIEST TO OCCUR OF (I) 180 DAYS AFTER
         THE CLOSING OF THE OFFERING OF THE UNITS, (II) THE DATE ON WHICH A
         REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR
         THE NOTES IS DECLARED EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT
         OF 1933 (THE "SECURITIES ACT"), (III) THE DATE A SHELF REGISTRATION
         STATEMENT WITH RESPECT TO THE NOTES OR THE WARRANTS IS DECLARED
         EFFECTIVE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
         (THE "SECURITIES ACT"), (IV) SUCH DATE AS DONALDSON, LUFKIN &


                                       17
<PAGE>

         JENRETTE SECURITIES CORPORATION IN ITS SOLE DISCRETION SHALL DETERMINE
         AND (V) THE DATE ON WHICH THE ISSUER OF the NOTES GIVES THE NOTICE
         REQUIRED BY THE INDENTURE GOVERNING THE NOTES UPON THE OCCURRENCE OF A
         CHANGE OF CONTROL (AS DEFINED IN THE INDENTURE GOVERNING THE NOTES),
         THE WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR
         EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY
         TOGETHER WITH, THE NOTES."

                  (h)      CANCELLATION AND/OR ADJUSTMENT OF GLOBAL WARRANTS.

                  At such time as all beneficial interests in a particular
Global Warrant have been exercised or exchanged for Definitive Warrants or a
particular Global Warrant has been exercised, redeemed, repurchased or canceled
in whole and not in part, each such Global Warrant shall be returned to or
retained and canceled by the Warrant Agent in accordance with Section 3.8
hereof. At any time prior to such cancellation, if any beneficial interest in a
Global Warrant is exercised or exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global
Warrant or for Definitive Warrants, the amount of Warrants represented by such
Global Warrant shall be reduced accordingly and an endorsement shall be made on
such Global Warrant by the Warrant Agent or by the Depositary at the direction
of the Warrant Agent to reflect such reduction; and if the beneficial interest
is being exchanged for or transferred to a Person who will take delivery thereof
in the form of a beneficial interest in another Global Warrant, such other
Global Warrant shall be increased accordingly and an endorsement shall be made
on such Global Warrant by the Warrant Agent or by the Depositary at the
direction of the Warrant Agent to reflect such increase.

                  (i) GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

                  (i) To permit registrations of transfers and exchanges, the
         Company shall execute and the Warrant Agent shall countersign Global
         Warrants and Definitive Warrants upon the Company's order or at the
         Warrant Registrar's request.

                  (ii) No service charge shall be made to a holder of a
         beneficial interest in a Global Warrant or to a holder of a Definitive
         Warrant for any registration of transfer or exchange, but the Company
         may require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith .

                  (iii) All Global Warrants and Definitive Warrants issued upon
         any registration of transfer or exchange of Global Warrants or
         Definitive Warrants shall be the duly authorized, executed and issued
         warrants for Common Stock of the Company, not subject to any preemptive
         rights, and entitled to the same benefits under this Warrant Agreement,
         as the Global Warrants or Definitive Warrants surrendered upon such
         registration of transfer or exchange.

                  (iv) Prior to due presentment for the registration of a
         transfer of any Warrant, the Warrant Agent, and the Company may deem
         and treat the Person in whose name any Warrant is registered as the
         absolute owner of such Warrant for all purposes and none of the Warrant
         Agent, or the Company shall be affected by notice to the contrary.

                  (v) The Warrant Agent shall countersign Global Warrants and
         Definitive Warrants in accordance with the provisions of Section 3.2
         hereof.


                                       18
<PAGE>

                  (j)      FACSIMILE SUBMISSIONS TO WARRANT AGENT.

                  All certifications, certificates and Opinions of Counsel
required to be submitted to the Warrant Registrar pursuant to this Section 3.5
to effect a registration of transfer or exchange may be submitted by facsimile.

                  Notwithstanding anything herein to the contrary, as to any
certificates and/or certifications delivered to the Warrant Registrar pursuant
to this Section 3.5, the Warrant Registrar's duties shall be limited to
confirming that any such certifications and certificates delivered to it are in
the form of Exhibits B and C attached hereto. The Warrant Registrar shall not be
responsible for confirming the truth or accuracy of representations made in any
such certifications or certificates. As to any Opinions of Counsel delivered
pursuant to this Section 3.5, the Warrant Registrar may rely upon, and be fully
protected in relying upon, such opinions.

         3.6.     REPLACEMENT WARRANTS.

                  If any mutilated Warrant is surrendered to the Warrant Agent
or the Company and the Warrant Agent receives evidence to its satisfaction of
the destruction, loss or theft of any Warrant, the Company shall issue and the
Warrant Agent, upon receipt of a Warrant Countersignature Order, shall
countersign a replacement Warrant if the Warrant Agent's requirements are met.
If required by the Warrant Agent or the Company, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Warrant Agent
and the Company to protect the Company, the Warrant Agent, any Agent and any
agent for purposes of the countersignature from any loss that any of them may
suffer if a Warrant is replaced. The Company may charge for its expenses in
replacing a Warrant.

                  Every replacement Warrant is an additional warrant of the
Company and shall be entitled to all of the benefits of this Warrant Agreement
equally and proportionately with all other Warrants duly issued hereunder.

         3.7.     TEMPORARY WARRANTS.

                  Until certificates representing Warrants are ready for
delivery, the Company may prepare and the Warrant Agent, upon receipt of a
Warrant Countersignature Order, shall issue temporary Warrants. Temporary
Warrants shall be substantially in the form of certificated Warrants but may
have variations that the Company considers appropriate for temporary Warrants
and as shall be reasonably acceptable to the Warrant Agent. Without unreasonable
delay, the Company shall prepare and the Warrant Agent, as soon as practicable
upon receipt of the written order of the Company signed by an officer of the
Company, shall countersign definitive Warrants in exchange for temporary
Warrants.

                  Holders of temporary Warrants shall be entitled to all of the
benefits of this Warrant Agreement.

         3.8.     CANCELLATION.

                  Subject to Section 3.5(h) hereof, the Company at any time may
deliver Warrants to the Warrant Agent for cancellation. The Warrant Registrar
and Warrant Paying Agent shall forward to the Warrant Agent any Warrants
surrendered to them for registration of transfer, exchange or exercise. The
Warrant Agent and no one else shall cancel all Warrants surrendered for
registration of transfer,


                                       19
<PAGE>

exchange, exercise, replacement or cancellation and shall destroy canceled
Warrants (subject to the record retention requirement of the Exchange Act).
Certification of the destruction of all canceled Warrants shall be delivered to
the Company. The Company may not issue new Warrants to replace Warrants that
have been exercised or that have been delivered to the Warrant Agent for
cancellation.

SECTION 4. SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF
           WARRANTS.

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

                  (b) In order to exercise Warrants, the holder thereof must (i)
deliver to the Warrant Agent at its corporate trust office set forth in Section
15 hereof (x) in the case of Warrants represented by a Definitive Warrant, the
relevant the Warrant Certificate and the form of election to purchase on the
reverse thereof which is set forth in the form of Warrant Certificate attached
hereto as Exhibit A, duly filled in and signed, which signature shall be
medallion guaranteed by an institution which is a member of a Securities
Transfer Association recognized signature guarantee program, and (y) in the case
of Warrants represented by a Global Warrant, such customary documentation as the
Warrant Agent and the Company may require, and (ii) pay to the Warrant Agent for
the account of the Company the Exercise Price, as adjusted as herein provided,
for the number of Warrant Shares in respect of which such Warrants are then
exercised, which payment shall be made (x) in cash, by wire transfer or by
certified or official bank check payable to the order of the Company or (y) by
tendering Notes in the manner provided in Section 4(a) hereof.

                  (c) Subject to the provisions of Section 5 hereof, upon
compliance with clause (b) above, the Warrant Agent shall deliver or cause to be
delivered with all reasonable dispatch, to or upon the written order of the
holder and in such name or names as the Warrant holder may designate, a
certificate or certificates for the number of whole Warrant Shares issuable upon
the exercise of such Warrants or other securities or property to which such
holder is entitled hereunder, together with cash as provided in Section 9
hereof; provided that if any consolidation, merger or lease or sale of assets is
proposed to be effected by the Company as described in Section 8(m) hereof, or a
tender offer or an exchange offer for shares of Common Stock shall be made, upon
such surrender of Warrants and


                                       20
<PAGE>

payment of the Exercise Price as aforesaid, the Warrant Agent shall, as soon as
possible, but in any event not later than two business days thereafter, deliver
or cause to be delivered the full number of Warrant Shares issuable upon the
exercise of such Warrants in the manner described in this sentence or other
securities or property to which such holder is entitled hereunder, together with
cash as provided in Section 9 hereof. Such certificate or certificates shall be
deemed to have been issued and any person so designated to be named therein
shall be deemed to have become a holder of record of such Warrant Shares as of
the date of the surrender of such Warrants and payment of the Exercise Price.

                  (d) The Warrants shall be exercisable, at the election of the
holders thereof, either in full or from time to time in part. If less than all
the Warrants represented by a Warrant Certificate are exercised, such Warrant
Certificate shall be surrendered and a new Warrant Certificate of the same tenor
and for the number of Warrants which were not exercised shall be executed by the
Company and delivered to the Warrant Agent and the Warrant Agent shall
countersign the new Warrant Certificate, registered in such name or names as may
be directed in writing by the holder, and shall deliver the new Warrant
Certificate to the Person or Persons entitled to receive the same.

                  (e) All Warrant Certificates surrendered upon exercise of
Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant
Certificates shall then be disposed of by the Warrant Agent in accordance with
its standard practices. The Warrant Agent shall account promptly to the Company
with respect to Warrants exercised and concurrently pay to the Company all
monies received by the Warrant Agent for the purchase of the Warrant Shares
through the exercise of such Warrants.

                  (f) The Warrant Agent shall keep copies of this Agreement and
any notices given or received hereunder available for inspection by the holders
during normal business hours at its office. The Company shall supply the Warrant
Agent from time to time with such numbers of copies of this Agreement as the
Warrant Agent may request.

SECTION 5.        PAYMENT OF TAXES.

                  The Company will pay all documentary stamp taxes attributable
to the initial issuance of Warrant Shares upon the exercise of Warrants;
provided that the Company shall not be required to pay any tax or taxes which
may be payable in respect of any transfer involved in the issue of any Warrant
Certificates or any certificates for Warrant Shares in a name other than that of
the registered holder of a Warrant Certificate surrendered upon the exercise of
a Warrant, and the Company shall not be required to issue or deliver such
Warrant Certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

SECTION 6.        RESERVATION OF WARRANT SHARES.

                  (a) The Company will at all times reserve and keep available,
free from preemptive rights, out of the aggregate of its authorized but unissued
Common Stock, for the purpose of enabling it to satisfy any obligation to issue
Warrant Shares upon exercise of Warrants, the maximum number of shares of Common
Stock which may then be deliverable upon the exercise of all outstanding
Warrants.

                  (b) The Company or, if appointed, the transfer agent for the
Common Stock (the "TRANSFER AGENT") and every subsequent transfer agent for any
shares of the Company's capital stock


                                       21
<PAGE>

issuable upon the exercise of any of the rights of purchase aforesaid will be
irrevocably authorized and directed at all times to reserve such number of
authorized shares as shall be required for such purpose. The Company will keep a
copy of this Agreement on file with the Transfer Agent and with every subsequent
transfer agent for any shares of the Company's capital stock issuable upon the
exercise of the rights of purchase represented by the Warrants. The Warrant
Agent is hereby irrevocably authorized to requisition from time to time from
such Transfer Agent the stock certificates required to honor outstanding
Warrants upon exercise thereof in accordance with the terms of this Agreement.
The Company will supply such Transfer Agent with duly executed certificates for
such purposes and will provide or otherwise make available any cash which may be
payable as provided in Section 9 hereof. The Company will furnish such Transfer
Agent a copy of all notices of adjustments, and certificates related thereto,
transmitted to each holder pursuant to Section 11 hereof.

                  (c) Before taking any action which would cause an adjustment
pursuant to Section 8 hereof to reduce the Exercise Price below the then par
value (if any) of the Warrant Shares, the Company will take any corporate action
which may, in the opinion of its counsel (which may be counsel employed by the
Company), be necessary in order that the Company may validly and legally issue
fully paid and nonassessable Warrant Shares at the Exercise Price as so
adjusted.

                  (d) The Company covenants that all Warrant Shares which may be
issued upon exercise of Warrants will, upon issue, be fully paid, nonassessable,
free of preemptive rights and free from all taxes, liens, charges and security
interests with respect to the issuance thereof.

SECTION 7.        OBTAINING STOCK EXCHANGE LISTINGS.

                  The Company will from time to time take all action which may
be necessary so that the Warrant Shares, immediately upon their issuance upon
the exercise of Warrants, will be listed on the principal securities exchanges,
automated quotation systems or other markets within the United States of
America, if any, on which other shares of Common Stock are then listed, if any.

SECTION 8.        ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES
                  ISSUABLE.

                  The Exercise Price and the number of Warrant Shares issuable
upon the exercise of each Warrant are subject to adjustment from time to time
upon the occurrence of the events enumerated in this Section 8. For purposes of
this Section 8, "COMMON STOCK" means shares now or hereafter authorized of any
class of common stock of the Company and any other stock of the Company, however
designated, that has the right (subject to any prior rights of any class or
series of preferred stock) to participate in any distribution of the assets or
earnings of the Company without limit as to per share amount.

                  (a)      ADJUSTMENT FOR CHANGE IN CAPITAL STOCK.

                  If the Company (i) pays a dividend or makes a distribution on
its Common Stock in shares of its Common Stock, (ii) subdivides its outstanding
shares of Common Stock into a greater number of shares, (iii) combines its
outstanding shares of Common Stock into a smaller number of shares, (iv) makes a
distribution on its Common Stock in shares of its capital stock other than
Common Stock or (v) issues by reclassification of its Common Stock any shares of
its capital stock, then the Exercise Price in effect immediately prior to such
action shall be proportionately adjusted so that the holder of any Warrant
thereafter exercised may receive the aggregate number and kind of shares of


                                       22
<PAGE>

capital stock of the Company which he would have owned immediately following
such action if such Warrant had been exercised immediately prior to such action.

                  The adjustment shall become effective immediately after the
record date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or reclassification.
If, after an adjustment, a holder of a Warrant upon exercise of it may receive
shares of two or more classes of capital stock of the Company, the Company shall
determine, in good faith, the allocation of the adjusted Exercise Price between
the classes of capital stock. After such allocation, the exercise privilege and
the Exercise Price of each class of capital stock shall thereafter be subject to
adjustment on terms comparable to those applicable to Common Stock in this
Section 8. Such adjustment shall be made successively whenever any event listed
above shall occur.

                  (b)      ADJUSTMENT FOR RIGHTS ISSUE.
                  If the Company distributes any rights, options or warrants to
all holders of its Common Stock entitling them for a period expiring within 45
days after the record date mentioned below to purchase shares of Common Stock at
a price per share less than the Fair Value (as defined herein) per share on that
record date, the Exercise Price shall be adjusted in accordance with the
formula:


                                      O    +    N x P
                                              ---------
               E'   =    E     x                    M
                                   -------------------------
                                       O + N
where:

                  E'       =        the adjusted Exercise Price.

                  E        =        the current Exercise Price.

                  O        =        the number of shares of Common Stock
                                    outstanding on the record date.

                  N        =        the number of additional shares of Common
                                    Stock issued pursuant to such rights,
                                    options or warrants.

                  P        =        the aggregate price per share of the
                                    additional shares.

                  M        =        the Fair Value per share of Common Stock
                                    on the record date.

                  The adjustment shall be made successively whenever any such
rights, options or warrants are issued and shall become effective immediately
after the record date for the determination of stockholders entitled to receive
the rights, options or warrants. If at the end of the period during which such
rights, options or warrants are exercisable, not all rights, options or warrants
shall have been exercised, the Exercise Price shall be immediately readjusted to
what it would have been if "N" in the above formula had been the number of
shares actually issued.


                                       23
<PAGE>

                  (c)      ADJUSTMENT FOR OTHER DISTRIBUTIONS.

                  If the Company distributes to all holders of its Common Stock
any of its assets or debt securities or any rights or warrants to purchase debt
securities of the Company, the Exercise Price shall be adjusted in accordance
with the formula:

                                                M    -    F
                     E'   =    E     x      ----------------
                                                    M
where:

                  E'       =        the adjusted Exercise Price.

                  E        =        the current Exercise Price.

                  M        =        the Fair Value per share of Common Stock
                                    on the record date mentioned below.

                  F        =        the fair market value on the record date
                                    of the assets, securities, rights or
                                    warrants to be distributed in respect of one
                                    share of Common Stock as determined in good
                                    faith by the Board of Directors of the
                                    Company (the "Board of Directors").

                  The adjustment shall be made successively whenever any such
distribution is made and shall become effective immediately after the record
date for the determination of stockholders entitled to receive the distribution.

                  This Section 8(c) does not apply to cash dividends or cash
distributions paid out of consolidated current or retained earnings as shown on
the books of the Company prepared in accordance with generally accepted
accounting principles. Also, this Section 8(c) does not apply to rights, options
or warrants referred to in Section 8(b) hereof.

                  (d)      ADJUSTMENT FOR COMMON STOCK ISSUE.

                  If the Company issues shares of Common Stock for a
consideration per share less than the Fair Value per share on the date the
Company fixes the offering price of such additional shares, the Exercise Price
shall be adjusted in accordance with the formula:

                                                    P
                                                  -----
                   E'   =    E     x      O    +    M
                                          -------------------
                                                A
where:

                  E'       =        the adjusted Exercise Price.

                  E        =        the then current Exercise Price.


                                       24
<PAGE>

                  O        =        the number of shares outstanding
                                    immediately prior to the issuance of such
                                    additional shares.

                  P        =        the aggregate consideration received for
                                    the issuance of such additional shares.

                  M        =        the Fair Value per share on the date of
                                    issuance of such additional shares.

                  A        =        the number of shares outstanding
                                    immediately after the issuance of such
                                    additional shares.

                  The adjustment shall be made successively whenever any such
issuance is made, and shall become effective immediately after such issuance.

                  This subsection (d) does not apply to:

                           (1) any of the transactions described in subsections
         (a), (b) and (c) of this Section 8,

                           (2) the exercise of Warrants, or the conversion or
         exchange of other securities convertible or exchangeable for Common
         Stock the issuance of which caused an adjustment to be made under
         Section 8(e),

                           (3) Common Stock issued to the Company's employees,
         independent contractors or directors (or employees, independent
         contractors or directors of its subsidiaries) under bona fide employee
         benefit plans adopted by the Board of Directors and approved by the
         holders of Common Stock when required by law, if such Common Stock
         would otherwise be covered by this subsection (d) (but only to the
         extent that the aggregate number of shares excluded hereby and issued
         after the date of this Warrant Agreement shall not exceed 5% of the
         Common Stock outstanding at the time of the adoption of each such plan,
         exclusive of anti-dilution adjustments thereunder),

                           (4) Common Stock issued to shareholders of any person
         which merges into the Company, or with a subsidiary of the Company, in
         proportion to their stock holdings of such person immediately prior to
         such merger, upon such merger, provided that if such person is an
         Affiliate of the Company, the Board of Directors shall have obtained a
         fairness opinion from a nationally recognized investment banking,
         appraisal or valuation firm, which is not an Affiliate of the Company,
         stating that the consideration received in such merger is fair to the
         Company from a financial point of view,

                           (5) the issuance of shares of Common Stock pursuant
         to rights, options or warrants which were originally issued in a
         Non-Affiliate Sale (as defined below) together with one or more other
         securities as part of a unit at a price per unit.

                           (6) Common Stock issued to employees, independent
         contractors or directors of the Company and any of its Restricted
         Subsidiaries (as defined in the Indenture) within six months of the
         Closing Date.


                                       25
<PAGE>

                  (e)      ADJUSTMENT FOR CONVERTIBLE SECURITIES ISSUE.

                  If the Company issues any securities convertible into or
exchangeable for Common Stock (other than securities issued in transactions
described in subsections (a), (b) and (c) of this Section 8) for a consideration
per share of Common Stock initially deliverable upon conversion or exchange of
such securities less than the Fair Value per share on the date of issuance of
such securities, the Exercise Price shall be adjusted in accordance with this
formula:

                                                      P
                                                     -----
                                              O    +    M
                    E'   =    E     x      ----------------
                                              O    +     D
where:

                  E'       =        the adjusted Exercise Price.

                  E        =        the then current Exercise Price.

                  O        =        the number of shares outstanding
                                    immediately prior to the issuance of such
                                    securities.

                  P        =        the aggregate consideration received for the
                                    issuance of such securities.

                  M        =        the Fair Value per share on the date of
                                    issuance of such securities.

                  D        =        the maximum number of shares deliverable
                                    upon conversion or in exchange for such
                                    securities at the initial conversion or
                                    exchange rate.

                  The adjustment shall be made successively whenever any such
                  issuance is made, and shall become effective immediately after
                  such issuance.

                  If all of the Common Stock deliverable upon conversion or
exchange of such securities have not been issued when such securities are no
longer outstanding, then the Exercise Price shall promptly be readjusted to the
Exercise Price which would then be in effect had the adjustment upon the
issuance of such securities been made on the basis of the actual number of
shares of Common Stock issued upon conversion or exchange of such securities.

                  This subsection (e) does not apply to:

                           (1) convertible securities issued to shareholders of
any person which merges into the Company, or with a subsidiary of the Company,
in proportion to their stock holdings of such person immediately prior to such
merger, upon such merger, provided that if such person is an Affiliate of the
Company, the Board of Directors shall have obtained a fairness opinion from a
nationally recognized investment banking, appraisal or valuation firm, which is
not an Affiliate of the Company, stating that the consideration received in such
merger is fair to the Company from a financial point of view or


                                       26
<PAGE>

                           (2) options to purchase Common Stock issued to
employees, independent contractors or directors of the Company and any of its
Restricted Subsidiaries (as defined in the Indenture) within six months of the
Closing Date.

                  (f)      CONSIDERATION RECEIVED.

                  For purposes of any computation respecting consideration
received pursuant to subsections (d), and (e) of this Section 8, the following
shall apply:

                           (1) in the case of the issuance of shares of Common
         Stock for cash, the consideration shall be the amount of such cash,
         provided that in no case shall any deduction be made for any
         commissions, discounts or other expenses incurred by the Company for
         any underwriting of the issue or otherwise in connection therewith;

                           (2) in the case of the issuance of shares of Common
         Stock for a consideration in whole or in part other than cash, the
         consideration other than cash shall be deemed to be the fair market
         value thereof as determined in good faith by the Board of Directors
         (irrespective of the accounting treatment thereof), whose determination
         shall be conclusive, and described in a Board resolution which shall be
         filed with the Warrant Agent;

                           (3) in the case of the issuance of securities
         convertible into or exchangeable for shares, the aggregate
         consideration received therefor shall be deemed to be the consideration
         received by the Company for the issuance of such securities plus the
         additional minimum consideration, if any, to be received by the Company
         upon the conversion or exchange thereof (the consideration in each case
         to be determined in the same manner as provided in clauses (1) and (2)
         of this subsection); and

                           (4) in the case of the issuance of shares of Common
         Stock pursuant to rights, options or warrants which rights, options or
         warrants were originally issued together with one or more other
         securities as part of a unit at a price per unit, the consideration
         shall be deemed to be the fair value of such rights, options or
         warrants at the time of issuance thereof as determined in good faith by
         the Board of Directors whose determination shall be conclusive and
         described in a Board resolution which shall be filed with the Warrant
         Agent plus the additional minimum consideration, if any, to be received
         by the Company upon the exercise, conversion or exchange thereof (as
         determined in the same manner as provided in clauses (1) and (2) of
         this subsection).

                  (g)      FAIR VALUE.

                  In Sections 8(d) and (e) hereof, the "Fair Value" per security
at any date of determination shall be (1) in connection with a sale by the
Company to a party that is not an Affiliate of the Company in an arm's-length
transaction (a "NON-AFFILIATE SALE"), the price per security at which such
security is sold and (2) in connection with any sale by the Company to an
Affiliate of the Company, (a) the last price per security at which such security
was sold in a Non-Affiliate Sale within the three-month period preceding such
date of determination (it being understood that the sale of Common Stock of the
Company to DLJ Merchant Banking Partners II, L.P. and its Affiliates on November
23, 1999 was a sale to a party not then an Affiliate of the Company and
therefore a Non-Affiliate Sale) or (b) if clause (a) is not applicable, the fair
market value of such security determined in good faith by (i) a


                                       27
<PAGE>

majority of the Board of Directors, including a majority of the Disinterested
Directors, and approved in a Board resolution delivered to the Warrant Agent or
(ii) a nationally recognized investment banking, appraisal or valuation firm,
which is not an Affiliate of the Company, in each case, taking into account,
among all other factors deemed relevant by the Board of Directors or such
investment banking, appraisal or valuation firm, the trading price and volume of
such security on any national securities exchange or automated quotation system
on which such security is traded. Notwithstanding the foregoing, any sale to
Donaldson, Lufkin & Jenrette Securities Corporation (or any successor thereto)
pursuant to an underwritten public offering registered under the Securities Act
shall be deemed to be and treated as a Non-Affiliate Sale.

                  In Sections 8(b) and (c) hereof, the "Fair Value" per security
at any date of determination shall be (a) the last price per security at which
such security was sold by the Company in a Non-Affiliate Sale within the
three-month period preceding such date of determination or (b) if clause (a) is
not applicable, the fair market value of such security determined in good faith
by (i) a majority of the Board of Directors, including a majority of the
Disinterested Directors, and approved in a Board resolution delivered to the
Warrant Agent or (ii) a nationally recognized investment banking, appraisal or
valuation firm, which is not an Affiliate of the Company, in each case, taking
into account, among all other factors deemed relevant by the Board of Directors
or such investment banking, appraisal or valuation firm, the trading price and
volume of such security on any national securities exchange or automated
quotation system on which such security is traded.

                  For purposes of this Section 8(g), "Disinterested Director"
means, in connection with any issuance of securities that gives rise to a
determination of the Fair Value thereof, each member of the Board of Directors
who is not an officer, employee, director or other Affiliate of the party to
whom the Company is proposing to issue the securities giving rise to such
determination.

                  For purposes of this Section 8(g), "Affiliate" of any
specified Person means (A) any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified
Person and (B) any director, officer or employee of such specified person. For
purposes of this definition "CONTROL" (including, with correlative meanings, the
terms "CONTROLLING," "CONTROLLED BY" and "UNDER COMMON CONTROL WITH") as used
with respect to any Person, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by agreement or
otherwise.

                  (h)      WHEN DE MINIMIS ADJUSTMENT MAY BE DEFERRED.

                  No adjustment in the Exercise Price need be made unless the
adjustment would require an increase or decrease of at least 1% in the Exercise
Price. Any adjustments that are not made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Section 8
shall be made to the nearest cent or to the nearest 1/10,000th of a share, as
the case may be, it being understood that no such rounding shall be made under
subsection (p).

                  (i)      WHEN NO ADJUSTMENT REQUIRED.

                  No adjustment need be made for a transaction referred to
Section 8(a), (b), (c), (d), (e) or (f) hereof, if Warrant holders are to
participate (without being required to exercise their Warrants) in the
transaction on a basis and with notice that the Board of Directors determines to
be fair and appropriate in light of the basis and notice on which holders of
Common Stock participate in the transaction. No


                                       28
<PAGE>

adjustment need be made for (i) rights to purchase Common Stock pursuant to a
Company plan for reinvestment of dividends or interest, (ii) a change in the par
value or no par value of the Common Stock or (iii) the issuance by the Company
of warrants in connection with the Company's 14.5% Senior Preferred Stock due
2011 on or about November 23, 1999 or upon the exercise of such warrants. To the
extent the Warrants become convertible into cash, no adjustment need be made
thereafter as to the cash. Interest will not accrue on the cash.

                  (j)      NOTICE OF ADJUSTMENT.

                  Whenever the Exercise Price is adjusted, the Company shall
provide the notices required by Section 10 hereof.

                  (k)      NOTICE OF CERTAIN TRANSACTIONS.

                  If (i) the Company takes any action that would require an
adjustment in the Exercise Price pursuant to Section 8(a), (b), (c), (d), (e) or
(f) hereof and if the Company does not arrange for Warrant holders to
participate pursuant to Section 8(i) hereof, (ii) the Company takes any action
that would require a supplemental Warrant Agreement pursuant to Section 8(l)
hereof or (iii) there is a liquidation or dissolution of the Company, then the
Company shall mail to Warrant holders a notice stating the proposed record date
for a dividend or distribution or the proposed effective date of a subdivision,
combination, reclassification, consolidation, merger, transfer, lease,
liquidation or dissolution. The Company shall mail the notice at least 15 days
before such date. Failure to mail the notice or any defect in it shall not
affect the validity of the transaction.

                  (l)      REORGANIZATION OF COMPANY.

                  Immediately after the date hereof, if the Company consolidates
or merges with or into, or transfers or leases all or substantially all its
assets to, any person, upon consummation of such transaction the Warrants shall
automatically become exercisable for the kind and amount of securities, cash or
other assets which the holder of a Warrant would have owned immediately after
the consolidation, merger, transfer or lease if the holder had exercised the
Warrant immediately before the effective date of the transaction. Concurrently
with the consummation of such transaction, the corporation formed by or
surviving any such consolidation or merger if other than the Company, or the
person to which such sale or conveyance shall have been made, shall enter into
(i) a supplemental Warrant Agreement so providing and further providing for
adjustments which shall be as nearly equivalent as may be practical to the
adjustments provided for in this Section 8(l) and (ii) a supplement to the
Warrant Registration Rights Agreement providing for the assumption of the
Company's obligations thereunder. The successor Company shall mail to Warrant
holders a notice describing the supplemental Warrant Agreement and Warrant
Registration Rights Agreement. If the issuer of securities deliverable upon
exercise of Warrants under the supplemental Warrant Agreement is an affiliate of
the formed, surviving, transferee or lessee corporation, that issuer shall join
in the supplemental Warrant Agreement and Warrant Registration Rights Agreement.
If this Section 8(l) applies, Sections 8(a), (b), (c), (d), (e) and (f) hereof
do not apply.

                  (m)      COMPANY DETERMINATION FINAL.

                  Any determination that the Company or the Board of Directors
must make pursuant to Section 8(a), (c), (d), (e), (f), (g), (h) or (i) hereof
is conclusive.


                                       29
<PAGE>

                  (n)      WARRANT AGENT'S DISCLAIMER.

                  The Warrant Agent has no duty to determine when an adjustment
under this Section 8 should be made, how it should be made or what it should be.
The Warrant Agent has no duty to determine whether any provisions of a
supplemental Warrant Agreement under Section 8(l) hereof are correct. The
Warrant Agent 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 Company's failure to comply with this Section 8.

                  (o)      WHEN ISSUANCE OR PAYMENT MAY BE DEFERRED.

                  In any case in which this Section 8 shall require that an
adjustment in the Exercise Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event (i) issuing to the holder of any Warrant exercised after such record date
the Warrant Shares and other capital stock of the Company, if any, issuable upon
such exercise over and above the Warrant Shares and other capital stock of the
Company, if any, issuable upon such exercise on the basis of the Exercise Price
and (ii) paying to such holder any amount in cash in lieu of a fractional share
pursuant to Section 10 hereof; provided that the Company shall deliver to such
holder a due bill or other appropriate instrument evidencing such holder's right
to receive such additional Warrant Shares, other capital stock and cash upon the
occurrence of the event requiring such adjustment.

                  (p)      ADJUSTMENT IN NUMBER OF SHARES.

                  Upon each adjustment of the Exercise Price pursuant to this
Section 8, each Warrant outstanding prior to the making of the adjustment in the
Exercise Price shall thereafter evidence the right to receive upon payment of
the adjusted Exercise Price that number of shares of Common Stock (calculated to
the nearest hundredth) obtained from the following formula:

                           N'   =    N     x     E
                                               ---
                                                E'
where:

                  N'       =        the adjusted number of Warrant Shares
                                    issuable upon exercise of a Warrant by
                                    payment of the adjusted Exercise Price.

                  N        =        the number or Warrant Shares previously
                                    issuable upon exercise of a Warrant by
                                    payment of the Exercise Price prior to
                                    adjustment.

                  E'       =        the adjusted Exercise Price.

                  E        =        the Exercise Price prior to adjustment.

                  (q)      FORM OF WARRANTS.

                  Irrespective of any adjustments in the Exercise Price or the
number or kind of shares purchasable upon the exercise of the Warrants, Warrants
theretofore or thereafter issued may continue to


                                       30
<PAGE>

express the same price and number and kind of shares as are stated in the
Warrants initially issuable pursuant to this Agreement.

SECTION 9.        FRACTIONAL INTERESTS.

                  The Company shall not be required to issue fractional Warrant
Shares on the exercise of Warrants. If more than one Warrant shall be presented
for exercise in full at the same time by the same holder, the number of full
Warrant Shares which shall be issuable upon the exercise thereof shall be
computed on the basis of the aggregate number of Warrant Shares purchasable on
exercise of the Warrants so presented. If any fraction of a Warrant Share would,
except for the provisions of this Section 9, be issuable on the exercise of any
Warrants (or specified portion thereof), the Company shall pay an amount in cash
equal to the Fair Value per Warrant Share, as determined on the day immediately
preceding the date the Warrant is presented for exercise, multiplied by such
fraction, computed to the nearest whole U.S. cent.

SECTION 10.       NOTICES TO WARRANT HOLDERS.

                  (a) Upon any adjustment of the Exercise Price pursuant to
Section 8 hereof, the Company shall promptly thereafter (i) cause to be filed
with the Warrant Agent a certificate of a firm of independent public accountants
of recognized standing selected by the Board of Directors of the Company (who
may be the regular auditors of the Company) setting forth the Exercise Price
after such adjustment and setting forth in reasonable detail the method of
calculation and the facts upon which such calculations are based and setting
forth the number of Warrant Shares (or portion thereof) issuable after such
adjustment in the Exercise Price, upon exercise of a Warrant and payment of the
adjusted Exercise Price, which certificate shall be conclusive evidence of the
correctness of the matters set forth therein, and (ii) cause to be given to each
of the registered holders of Warrants at the address appearing on the Warrant
register for each such registered holder written notice of such adjustments by
first-class mail, postage prepaid. Where appropriate, such notice may be given
in advance and included as a part of the notice required to be mailed under the
other provisions of this Section 10.

                  (b)      In case:

                  (i) the Company shall authorize the issuance to all holders of
         shares of Common Stock of rights, options or warrants to subscribe for
         or purchase shares of Common Stock or of any other subscription rights
         or warrants;

                  (ii) the Company shall authorize the distribution to all
         holders of shares of Common Stock of evidences of its indebtedness or
         assets (other than dividends or cash distributions paid out of
         consolidated current or retained earnings as shown on the books of the
         Company prepared in accordance with generally accepted accounting
         principles or dividends payable in shares of Common Stock or
         distributions referred to in Section 10(a) hereof);

                  (iii) of any consolidation or merger to which the Company is a
         party and for which approval of any stockholders of the Company is
         required, or of the conveyance or transfer of the properties and assets
         of the Company substantially as an entirety, or of any reclassification
         or change of Common Stock issuable upon exercise of the Warrants (other
         than a change in par value, or from par value to no par value, or from
         no par value to par value, or as a result of a subdivision or
         combination), or a tender offer or exchange offer for shares of Common
         Stock;


                                       31
<PAGE>

                  (iv) of the voluntary or involuntary dissolution, liquidation
         or winding up of the Company; or

                  (v) the Company proposes to take any action (other than
         actions of the character described in Section 8(a) hereof) which would
         require an adjustment of the Exercise Price pursuant to Section 8
         hereof;

then the Company shall cause to be filed with the Warrant Agent and shall cause
to be given to each of the registered holders of Warrants at his address
appearing on the Warrant register, at least 20 days (or 10 days in any case
specified in clauses (i) or (ii) above) prior to the applicable record date
hereinafter specified, or promptly in the case of events for which there is no
record date, by first-class mail, postage prepaid, a written notice stating (x)
the date as of which the holders of record of shares of Common Stock to be
entitled to receive any such rights, options, warrants or distribution are to be
determined, (y) the initial expiration date set forth in any tender offer or
exchange offer for shares of Common Stock, or (z) the date on which any such
consolidation, merger, conveyance, transfer, dissolution, liquidation or winding
up is expected to become effective or consummated, and the date as of which it
is expected that holders of record of shares of Common Stock shall be entitled
to exchange such shares for securities or other property, if any, deliverable
upon such reclassification, consolidation, merger, conveyance, transfer,
dissolution, liquidation or winding up. The failure to give the notice required
by this Section 11 or any defect therein shall not affect the legality or
validity of any distribution, right, option, warrant, consolidation, merger,
conveyance, transfer, dissolution, liquidation or winding up, or the vote upon
any action.

                  (c) Nothing contained in this Agreement or in any of the
Warrant Certificates shall be construed as conferring upon the holders of
Warrants the right to vote or to consent or to receive notice as stockholders in
respect of the meetings of stockholders or the election of directors of the
Company or any other matter, or any rights whatsoever as stockholders of the
Company.

SECTION 11.       MERGER, CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT.

                  (a) Any corporation into which the Warrant Agent may be merged
or with which it may be consolidated, or any corporation resulting from any
merger or consolidation to which the Warrant Agent shall be a party, or any
corporation succeeding to the business of the Warrant Agent, shall be the
successor to the Warrant Agent hereunder without the execution or filing of any
paper or any further act on the part of any of the parties hereto, provided that
such corporation would be eligible for appointment as a successor warrant agent
under the provisions of Section 13 hereof. In case at the time such successor to
the Warrant Agent shall succeed to the agency created by this Agreement, and in
case at that time any of the Warrant Certificates shall have been countersigned
but not delivered, any such successor to the Warrant Agent may adopt the
countersignature of the original Warrant Agent; and in case at that time any of
the Warrant Certificates shall not have been countersigned, any successor to the
Warrant Agent may countersign such Warrant Certificates either in the name of
the predecessor Warrant Agent or in the name of the successor to the Warrant
Agent; and in all such cases such Warrant Certificates shall have the full force
and effect provided in the Warrant Certificates and in this Agreement.

                  (b) In case at any time the name of the Warrant Agent shall be
changed and at such time any of the Warrant Certificates shall have been
countersigned but not delivered, the Warrant Agent


                                       32
<PAGE>

whose name has been changed may adopt the countersignature under its prior name,
and in case at that time any of the Warrant Certificates shall not have been
countersigned, the Warrant Agent may countersign such Warrant Certificates
either in its prior name or in its changed name, and in all such cases such
Warrant Certificates shall have the full force and effect provided in the
Warrant Certificates and in this Agreement.

SECTION 12.       WARRANT AGENT.

                  The Warrant Agent undertakes the duties and obligations
imposed by this Agreement upon the following terms and conditions, by all of
which the Company and the holders of Warrants, by their acceptance thereof,
shall be bound:

                  (a) The statements contained herein and in the Warrant
Certificates shall be taken as statements of the Company and the Warrant Agent
assumes no responsibility for the correctness of any of the same except such as
describe the Warrant Agent or action taken or to be taken by it. The Warrant
Agent assumes no responsibility with respect to the distribution of the Warrant
Certificates except as herein otherwise provided.

                  (b) The Warrant Agent shall not be responsible for any failure
of the Company to comply with any of the covenants contained in this Agreement
or in the Warrant Certificates to be complied with by the Company.

                  (c) The Warrant Agent may consult at any time with counsel
satisfactory to it (who may be counsel for the Company) and the Warrant Agent
shall incur no liability or responsibility to the Company or to any holder of
any Warrant Certificate in respect of any action taken, suffered or omitted by
it hereunder in good faith and in accordance with the opinion or the advice of
such counsel.

                  (d) The Warrant Agent shall incur no liability or
responsibility to the Company or to any holder of any Warrant Certificate for
any action taken in reliance on any Warrant Certificate, certificate of shares,
notice, resolution, waiver, consent, order, certificate, or other paper,
document or instrument believed by it to be genuine and to have been signed,
sent or presented by the proper party or parties. The Warrant Agent need not
investigate any fact or matter stated in such document.

                  (e) The Company agrees to pay to the Warrant Agent reasonable
compensation for all services rendered by the Warrant Agent in the execution of
this Agreement, to reimburse the Warrant Agent for all expenses, taxes and
governmental charges and other charges of any kind and nature incurred by the
Warrant Agent in the execution of this Agreement. The Company shall indemnify
the Warrant Agent and its agents, employees, officers, directors and
shareholders for, and hold same harmless against, any and all losses,
liabilities or expenses (including without limitation reasonable attorney's fees
and expenses) incurred by it arising out of or in connection with the acceptance
or administration of its duties under this Warrant Agreement, including the
costs and expenses of enforcing this Warrant Agreement against the Company and
defending itself against any claim (whether asserted by the Company or any
Holder or any other person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith. The Warrant Agent shall notify the Company promptly of any claim for
which it may seek indemnity. Failure by the Warrant Agent to so notify the
Company shall not relieve the Company of its obligations hereunder. At the
Warrant Agent's sole discretion, the Company shall defend the claim and the
Warrant Agent shall cooperate in the defense at


                                       33
<PAGE>

the Company's expense. The Warrant Agent may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent, which consent shall
not be unreasonably withheld.

                  (f) The Warrant Agent shall be under no obligation to
institute any action, suit or legal proceeding or to take any other action
likely to involve expense unless the Company or one or more registered holders
of Warrants shall furnish the Warrant Agent with reasonable security and
indemnity for any costs and expenses which may be incurred, but this provision
shall not affect the power of the Warrant Agent to take such action as it may
consider proper, whether with or without any such security or indemnity. All
rights of action under this Agreement or under any of the Warrants may be
enforced by the Warrant Agent without the possession of any of the Warrant
Certificates or the production thereof at any trial or other proceeding relative
thereto, and any such action, suit or proceeding instituted by the Warrant Agent
shall be brought in its name as Warrant Agent and any recovery of judgment shall
be for the ratable benefit of the registered holders of the Warrants, as their
respective rights or interests may appear.

                  (g) The Warrant Agent, and any stockholder, director, officer
or employee of it, may buy, sell or deal in any of the Warrants or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not Warrant Agent
under this Agreement. Nothing herein shall preclude the Warrant Agent from
acting in any other capacity for the Company or for any other legal entity.

                  (h) The Warrant Agent shall act hereunder solely as agent for
the Company, and its duties shall be determined solely by the provisions hereof.
The Warrant Agent shall not be liable for anything which it may do or refrain
from doing in connection with this Agreement except for its own negligence or
bad faith.

                  (i) The Warrant Agent shall not at any time be under any duty
or responsibility to any holder of any Warrant Certificate to make or cause to
be made any adjustment of the Exercise Price or number of the Warrant Shares or
other securities or property deliverable as provided in this Agreement, or to
determine whether any facts exist which may require any of such adjustments, or
with respect to the nature or extent of any such adjustments, when made, or with
respect to the method employed in making the same. The Warrant Agent shall not
be accountable with respect to the validity or value or the kind or amount of
any Warrant Shares or of any securities or property which may at any time be
issued or delivered upon the exercise of any Warrant or with respect to whether
any such Warrant Shares or other securities will when issued be validly issued
and fully paid and nonassessable, and makes no representation with respect
thereto.

SECTION 13.       CHANGE OF WARRANT AGENT.

                  If the Warrant Agent shall become incapable of acting as
Warrant Agent, the Company shall appoint a successor to such Warrant Agent. If
the Company shall fail to make such appointment within a period of 30 days after
it has been notified in writing of such incapacity by the Warrant Agent or by
the registered holder of a Warrant Certificate, then the registered holder of
any Warrant may apply to any court of competent jurisdiction for the appointment
of a successor to the Warrant Agent. Pending appointment of a successor to such
Warrant Agent, either by the Company or by such a court, the duties of the
Warrant Agent shall be carried out by the Company. The holders of a majority of
the unexercised


                                       34
<PAGE>

Warrants shall be entitled at any time to remove the Warrant Agent and appoint a
successor to such Warrant Agent. Such successor to the Warrant Agent need not be
approved by the Company or the former Warrant Agent. After appointment the
successor to the Warrant Agent shall be vested with the same powers, rights,
duties and responsibilities as if it had been originally named as Warrant Agent
without further act or deed; provided that the former Warrant Agent shall
deliver and transfer to the successor to the Warrant Agent any property at the
time held by it hereunder and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Failure to give any notice
provided for in this Section 13, however, or any defect therein, shall not
affect the legality or validity of the appointment of a successor to the Warrant
Agent.

SECTION 14.       REPORTS.

                  (a) Whether or not required by the rules and regulations of
the Commission, so long as any Warrants or the Warrant Shares are outstanding,
the Company shall furnish to the Warrant Agent and the holders of Warrants or
Warrant Shares (i) all quarterly and annual financial information that would be
required to be contained in a filing with the Commission on Forms 10-Q and 10-K
if the Company were required to file such Forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and,
with respect to the annual information only, a report thereon by the Company's
certified independent accountants and (ii) all current reports that would be
required to be filed with the Commission on Form 8-K if the Company were
required to file such reports. In addition, whether or not required by the rules
and regulations of the Commission, the Company shall file a copy of all such
information and reports with the Commission for public availability (unless the
Commission shall not accept such a filing) and make such information available
to securities analysts and prospective investors upon request.

                  (b) The Company shall provide the Warrant Agent with a
sufficient number of copies of all such reports that the Warrant Agent may be
required to deliver to the holders of the Warrants and the Warrant Shares under
this Section 14.

SECTION 15.       NOTICES TO COMPANY AND WARRANT AGENT.

                  Any notice or demand authorized by this Agreement to be given
or made by the Warrant Agent or by the registered holder of any Warrant to or on
the Company shall be sufficiently given or made when received if deposited in
the mail, first class or registered, postage prepaid, addressed (until another
address is filed in writing by the Company with the Warrant Agent) as follows:

                                    Viking Merger Sub, Inc.
                                    c/o DLJ Merchant Banking Partners II, L.P.
                                    277 Park Avenue
                                    New York, New York 10172
                                    Telecopier No.: (212) 892-7272
                                    Attention:  William Dawson, Jr.


                                       35
<PAGE>

                           and
                                    Merrill Corporation
                                    One Merrill Circle
                                    St. Paul, Minnesota 55108
                                    Telecopier No.: (651) 632-4141
                                    Attention:  General Counsel

                           With a copy to:

                                    Davis Polk & Wardwell
                                    450 Lexington Avenue
                                    New York, New York 10017
                                    Telecopier No.: (212) 450-4800
                                    Attention: Richard Truesdell, Jr., Esq.

                           and
                                    Oppenheimer Wolff & Donnelly, LLP
                                    45 South Seventh Street
                                    Plaza VII, Suite 3400
                                    Minneapolis, Minnesota  55402
                                    Telecopier No.:  (612) 607-7100
                                    Attention:  Bruce A. Machmeier, Esq.

                  In case the Company shall fail to maintain such office or
agency or shall fail to give such notice of the location or of any change in the
location thereof, presentations may be made and notices and demands may be
served at the principal office of the Warrant Agent.

                  Any notice pursuant to this Agreement to be given by the
Company or by the registered holder(s) of any Warrant to the Warrant Agent shall
be sufficiently given when and if deposited in the mail, first-class or
registered, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company) to the Warrant Agent as follows:

                           Norwest Bank Minnesota, N.A.
                           Norwest Center
                           Mac #N903-120
                           Sixth and Marquette
                           Minneapolis, MN 55479
                           Telecopier No.: (612) 667-9825
                           Attention:  James R. Bryant


SECTION 16.       SUPPLEMENTS AND AMENDMENTS.

                  The Company and the Warrant Agent may from time to time
supplement or amend this Agreement without the approval of any holders of
Warrants in order to cure any ambiguity or to correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions in regard to matters or
questions arising hereunder which the Company and the Warrant Agent may deem
necessary or desirable and which shall not in any


                                       36
<PAGE>

way adversely affect the interests of the holders of Warrants. Any amendment or
supplement to this Agreement that has an adverse effect on the interests of the
holders of Warrants shall require the written consent of the holders of a
majority of the then outstanding Warrants (excluding Warrants held by the
Company or any of its affiliates). The consent of each holder of Warrants
affected shall be required for any amendment pursuant to which the Exercise
Price would be increased or the number of Warrant Shares purchasable upon
exercise of Warrants would be decreased (other than pursuant to adjustments
provided in this Agreement).

SECTION 17.       SUCCESSORS.

                  All the covenants and provisions of this Agreement by or for
the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns hereunder.

SECTION 18.       TERMINATION.

                  This Agreement shall terminate at 5:00 p.m., New York City
time on May 1, 2009. Notwithstanding the foregoing, this Agreement will
terminate on any earlier date if all Warrants have been exercised. The
provisions of Section 12 shall survive such termination.

SECTION 19.       GOVERNING LAW.

                  This Agreement and each Warrant Certificate issued hereunder
shall be deemed to be a contract made under the laws of the State of New York
and for all purposes shall be construed in accordance with the internal laws of
said State.

SECTION 20.       BENEFITS OF THIS AGREEMENT.

                  Nothing in this Agreement shall be construed to give to any
person or corporation other than the Company, the Warrant Agent and the
registered holders of Warrants any legal or equitable right, remedy or claim
under this Agreement; but this Agreement shall be for the sole and exclusive
benefit of the Company, the Warrant Agent and the registered holders of
Warrants.

SECTION 21.        COUNTERPARTS.

                  This Agreement may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.

                            [Signature Page Follows]


                                       37
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, as of the day and year first above written.

                                 VIKING MERGER SUB, INC.


                                 By:  /s/ Keith Palumbo
                                    --------------------------------------------
                                    Name:  Keith Palumbo
                                    Title:  Vice President


                                 NORWEST BANK MINNESOTA, N.A. as Warrant Agent


                                 By:    /S/ Timothy P. Mowdy
                                    --------------------------------------------
                                    Name:  Timothy P. Mowdy
                                    Title:  Corporate Trust Officer


<PAGE>


                                    EXHIBIT A

                          [Form of Warrant Certificate]

                                     [Face]

[INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE (SECTION 3.5(g)(i) OF THE
WARRANT AGREEMENT)]

[INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE (SECTION 3.5(g(ii) OF THE WARRANT
AGREEMENT)]

[INSERT THE UNIT LEGEND, IF APPLICABLE (SECTION 3.5(g)(iii) OF THE WARRANT
AGREEMENT)]

No. ___________                                                      ___Warrants
CUSIP No. ________

                               Warrant Certificate

                             VIKING MERGER SUB, INC.

                  This Warrant Certificate certifies that Cede & Co., or its
registered assigns, is the registered holder of Warrants expiring May 1, 2009
(the "Warrants") to purchase [Common Shares] [Class B Common Stock], par value
$.01 (the "Common Stock"), of [Viking Merger Sub, Inc.] [Merrill Corporation], a
Minnesota corporation. Each Warrant entitles the registered holder upon exercise
at any time from the opening of business on November 1, 2001 (the "Exercise
Date") until 5:00 p.m. New York City Time on May 1, 2009, to receive from the
Company 1.22987 fully paid and nonassessable [Common Shares] [shares of Common
Stock] (the "Warrant Shares") at the initial exercise price (the "Exercise
Price") of $22.00 per share payable upon surrender of this Warrant Certificate
and payment of the Exercise Price at the office or agency of the Warrant Agent,
but only subject to the conditions set forth herein and in the Warrant Agreement
referred to on the reverse hereof. The Exercise Price and number of Warrant
Shares issuable upon exercise of the Warrants are subject to adjustment upon the
occurrence of certain events set forth in the Warrant Agreement.

                  No Warrant may be exercised after 5:00 p.m., New York City
Time on May 1, 2009, and to the extent not exercised by such time such Warrants
shall become void.

                  Reference is hereby made to the further provisions of this
Warrant Certificate set forth on the reverse hereof and such further 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
countersigned by the Warrant Agent, as such term is used in the Warrant
Agreement.

                  This Warrant Certificate shall be governed by and construed in
accordance with the internal laws of the State of New York.


                                       1
<PAGE>



                  IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be signed below.





DATED: [                ], 1999

                                  [VIKING MERGER SUB, INC.]
                                  [MERRILL CORPORATION]





                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:


Countersigned:

NORWEST BANK MINNESOTA, N.A.
as Warrant Agent




By:_____________________________________
         Authorized Signature


                                       2
<PAGE>



                        [Reverse of Warrant Certificate]

                  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
May 1, 2009 entitling the holder on exercise to receive shares of Common Stock,
and are issued or to be issued pursuant to a Warrant Agreement dated as of
November 23, 1999 (the "Warrant Agreement"), duly executed and delivered by the
Company to Norwest Bank Minnesota, N.A., 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 Company and the holders (the words "holders" or "holder"
meaning the registered holders or registered holder) of the Warrants. A copy of
the Warrant Agreement may be obtained by the holder hereof upon written request
to the Company.

                  Warrants may be exercised at any time on or after November 1,
2001 and on or before 5:00 p.m. New York City time on May 1, 2009; provided that
holders shall be able to exercise their Warrants only if a registration
statement relating to the Warrants Shares is then in effect, or the exercise of
such Warrants is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "Securities Act"), and such securities are qualified
for sale or exempt from qualification under the applicable securities laws of
the states in which the various holders of the Warrants or other persons to whom
it is proposed that the Warrant Shares be issued on exercise of the Warrants
reside. In order to exercise Warrants, the holder thereof must (i) deliver to
the Warrant Agent at its corporate trust office set forth in Section 15 of the
Warrant Agreement (x) in the case of Warrants represented by a Definitive
Warrant, this Warrant Certificate and the form of election to purchase on the
reverse hereof, duly filled in and signed, which signature shall be medallion
guaranteed by an institution which is a member of a Securities Transfer
Association recognized signature guarantee program, and (y) in the case of
Warrants represented by a Global Warrant, such customary documentation as the
Warrant Agent and the Company may require, and (ii) pay to the Warrant Agent for
the account of the Company of the Exercise Price, as adjusted as provided in the
Warrant Agreement, for the number of Warrant Shares in respect of which such
Warrants are then exercised. No adjustment shall be made for any dividends on
any Common Stock issuable upon exercise of this Warrant.

                  The Warrant Agreement provides that upon the occurrence of
certain events the Exercise Price set forth on the face hereof may, subject to
certain conditions, be adjusted. If the Exercise Price is adjusted, the Warrant
Agreement provides that the number of shares of Common Stock issuable upon the
exercise of each Warrant shall be adjusted. No fractions of a share of Common
Stock will be issued upon the exercise of any Warrant, but the Company will pay
the cash value thereof determined as provided in the Warrant Agreement.

                  The Company has agreed pursuant to a Warrant Registration
Rights Agreement dated as of November 23, 1999 (the "Warrant Registration Rights
Agreement") to file within 120 days after the issuance of the Warrants and use
its reasonable best efforts to make effective on or before 180 days after such
date a shelf registration statement on the appropriate form under the Securities
Act, and to use its reasonable best efforts to keep such registration statement
continuously effective under the Securities Act in order to permit the resale of
the Warrants and Warrant Shares by the holders thereof for the period of time
referred to in the immediately preceding sentence.


                                      A-1
<PAGE>

                  Warrant Certificates, when surrendered at the office of the
Warrant Agent by the registered holder thereof in person or by legal
representative or attorney duly authorized in writing, may be exchanged, in the
manner and subject to the limitations provided in the Warrant Agreement, but
without payment of any service charge, for another Warrant Certificate or
Warrant Certificates of like tenor evidencing in the aggregate a like number of
Warrants.

                  Upon due presentation for registration of transfer of this
Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like
number of Warrants shall be issued to the transferee(s) 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 Company and the Warrant Agent may deem and treat the
registered holder(s) thereof as the absolute owner(s) of this Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise hereof, of any distribution to
the holder(s) hereof, and for all other purposes, and neither the Company nor
the Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights
of a stockholder of the Company.


                                      A-2
<PAGE>



                         [Form of Election to Purchase]

                    (To Be Executed Upon Exercise Of Warrant)

                  The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, to receive _____________ [Common
Shares][shares of Common Stock] and herewith tenders payment for such shares to
the order of [VIKING MERGER SUB, INC.][MERRILL CORPORATION], in the amount of
$__________ in accordance with the terms hereof. The undersigned requests that a
certificate for such shares be registered in the name of _______________, whose
address is __________________ and that such shares be delivered to ___________,
whose address is ____________________________. If said number of shares is less
than all of the [Common Shares][shares of Common Stock] purchasable hereunder,
the undersigned requests that a new Warrant Certificate representing the
remaining balance of such shares be registered in the name of
______________________, whose address is ____________________, and that such
Warrant Certificate be delivered to whose address is ____________________.


                                    ----------------------------------------
                                    Signature


Date:




                                    ----------------------------------------
                                    Signature Guaranteed


Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Warrant Agent, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Warrant Agent in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                      A-3
<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS OF GLOBAL WARRANTS

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

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




</TABLE>


                                      A-4
<PAGE>


                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

[Viking Merger Sub, Inc.
c/o DLJ Merchant Banking Partners, II, L.P.
277 Park Avenue
New York, New York 10172]

[Merrill Corporation
One Merrill Circle
St. Paul, Minnesota 55108]

Norwest Bank Minnesota, N.A.
Norwest Center
Mac #N903-120
Sixth and Marquette
Minneapolis, MN 55479


              Re:  Warrants

                  Reference is hereby made to the Warrant Agreement, dated as of
November 23, 1999 (the "WARRANT AGREEMENT"), relating to Warrants of [Viking
Merger Sub, Inc.] [Merrill Corporation] (the "COMPANY"), under which Norwest
Bank Minnesota, N.A. is acting as warrant agent. Capitalized terms used but not
defined herein shall have the meanings given to them in the Warrant Agreement.

                  ___________________, (the "TRANSFEROR") owns and proposes to
transfer the Warrant[s] or interest in such Warrant[s] specified in Annex A
hereto (the "TRANSFER"), to ___________________________ (the "TRANSFEREE"), as
further specified in Annex A hereto. In connection with the Transfer, the
Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

                  1. / /  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE 144A GLOBAL WARRANT OR A DEFINITIVE WARRANT PURSUANT
TO RULE 144A. The Transfer is being effected pursuant to and in accordance with
Rule 144A under the United States Securities Act of 1933, as amended (the
"Securities Act"), and, accordingly, the Transferor hereby further certifies
that the beneficial interest or Definitive Warrant is being transferred to a
Person that the Transferor reasonably believed and believes is purchasing the
beneficial interest or Definitive Warrant for its own account, or for one or
more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a "qualified institutional
buyer" within the meaning of Rule 144A in a transaction meeting the requirements
of Rule 144A and such Transfer is in compliance with any applicable blue sky
securities laws of any state of the United States. Upon consummation of the
proposed Transfer in accordance with the terms of the Warrant Agreement, the
transferred beneficial interest or Definitive Warrant will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the 144A Global Warrant and/or the Definitive Warrant and in the Warrant
Agreement and the Securities Act.


                                      B-1
<PAGE>

                  2. / /  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE REGULATIONS GLOBAL WARRANT OR A DEFINITIVE WARRANT
PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the Transferor hereby further certifies that (i) the Transfer is not being made
to a person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor and
any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was executed in,
on or through the facilities of a designated offshore securities market and
neither such Transferor nor any Person acting on its behalf knows that the
transaction was prearranged with a buyer in the United States, (ii) no directed
selling efforts have been made in contravention of the requirements of Rule
903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Warrant Agreement, the transferred beneficial interest or
Definitive Warrant will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Warrant and/or
the Definitive Warrant and in the Warrant Agreement and the Securities Act.

                  3. / /  CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY
OF A BENEFICIAL INTEREST IN the 144A GLOBAL WARRANT OR A DEFINITIVE WARRANT
PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR
REGULATION S. The Transfer is being effected in compliance with the transfer
restrictions applicable to beneficial interests in Restricted Global Warrants
and Restricted Definitive Warrants and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):

       (a) / /  such Transfer is being effected pursuant to and in accordance
       with Rule 144 under the Securities Act;

                                       or

       (b) / /  such Transfer is being effected to the Company or a subsidiary
thereof;

                                       or

       (c) / /  such Transfer is being effected pursuant to an effective
       registration statement under the Securities Act and in compliance with
       the prospectus delivery requirements of the Securities Act;

                                       or

       (d) / /  such Transfer is being effected to an Institutional Accredited
       Investor and pursuant to an exemption from the registration requirements
       of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the
       Transferor hereby further certifies that it has not engaged in any
       general solicitation within the meaning of Regulation D under the
       Securities Act and the Transfer complies with the transfer restrictions
       applicable to beneficial interests in a Restricted Global Warrant or
       Restricted Definitive Warrants and the requirements of the exemption
       claimed, which certification is supported by (1) a certificate executed
       by the Transferee in the form of Exhibit D to the Warrant Agreement and
       (2) if the Company requests, an Opinion of Counsel provided by the
       Transferor or


                                      B-2
<PAGE>

       the Transferee (a copy of which the Transferor has attached to this
       certification), to the effect that such Transfer is in compliance with
       the Securities Act. Upon consummation of the proposed transfer in
       accordance with the terms of the Warrant Agreement, the transferred
       beneficial interest or Definitive Warrant will be subject to the
       restrictions on transfer enumerated in the Private Placement Legend
       printed on the the Definitive Warrants and in the Warrant Agreement and
       the Securities Act.

                  4. / /  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL WARRANT OR OF AN UNRESTRICTED
DEFINITIVE WARRANT.

       (a) / /  CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
       being effected pursuant to and in accordance with Rule 144 under the
       Securities Act and in compliance with the transfer restrictions contained
       in the Warrant Agreement and any applicable blue sky securities laws of
       any state of the United States and (ii) the restrictions on transfer
       contained in the Warrant Agreement and the Private Placement Legend are
       not required in order to maintain compliance with the Securities Act.
       Upon consummation of the proposed Transfer in accordance with the terms
       of the Warrant Agreement, the transferred beneficial interest or
       Definitive Warrant will no longer be subject to the restrictions on
       transfer enumerated in the Private Placement Legend printed on the
       Restricted Global Warrants, on Restricted Definitive Warrants and in the
       Warrant Agreement.

       (b) / /  CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer
       is being effected pursuant to and in accordance with Rule 903 or Rule 904
       under the Securities Act and in compliance with the transfer restrictions
       contained in the Warrant Agreement and any applicable blue sky securities
       laws of any state of the United States and (ii) the restrictions on
       transfer contained in the Warrant Agreement and the Private Placement
       Legend are not required in order to maintain compliance with the
       Securities Act. Upon consummation of the proposed Transfer in accordance
       with the terms of the Warrant Agreement, the transferred beneficial
       interest or Definitive Warrant will no longer be subject to the
       restrictions on transfer enumerated in the Private Placement Legend
       printed on the Restricted Global Warrants, on Restricted Definitive
       Warrants and in the Warrant Agreement.

       (c) / /  CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
       Transfer is being effected pursuant to and in compliance with an
       exemption from the registration requirements of the Securities Act other
       than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
       restrictions contained in the Warrant Agreement and any applicable blue
       sky securities laws of any State of the United States and (ii) the
       restrictions on transfer contained in the Warrant Agreement and the
       Private Placement Legend are not required in order to maintain compliance
       with the Securities Act. Upon consummation of the proposed Transfer in
       accordance with the terms of the Warrant Agreement, the transferred
       beneficial interest or Definitive Warrant will not be subject to the
       restrictions on transfer enumerated in the Private Placement Legend
       printed on the Restricted Global Warrants or Restricted Definitive
       Warrants and in the Warrant Agreement.


                                      B-3
<PAGE>


                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.


                                  ----------------------------------------------
                                            [Insert Name of Transferor]


                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:

Dated:
      ---------------------


                                     B-4
<PAGE>



                       ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

       (a)   / /      a beneficial interest in the:

             (i)  / /          144A Global Warrant, or

             (ii) / /          Regulation S Temporary Global Warrant, or

             (iii) / /         Regulation S Permanent Global Warrant, or

             (iv) / /          Unrestricted Global Warrant; or

       (b)   / /      a Restricted Definitive Warrant; or

       (c)  / /       an Unrestricted Definitive Warrant.

2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]

       (a)   / /     a beneficial interest in the:

             (i)  / /         144A Global Warrant, or

             (ii) / /         Regulation S Temporary Global Warrant, or

             (iii) / /        Regulation S Permanent Global Warrant, or

             (iv)  / /        Unrestricted Global Warrant; or

       (b)   / /      a Restricted Definitive Warrant; or

       (c)   / /      an Unrestricted Definitive Warrant,

       in accordance with the terms of the Warrant Agreement.


                                      B-5
<PAGE>






                                    EXHIBIT C
                         FORM OF CERTIFICATE OF EXCHANGE

[Viking Merger Sub, Inc.
c/o DLJ Merchant Banking Partners, II, L.P.
277 Park Avenue
New York, New York 10172]

[Merrill Corporation
One Merrill Circle
St. Paul, Minnesota  55108]

Norwest Bank Minnesota, N.A.
Norwest Center
Mac #N903-120
Sixth and Marquette
Minneapolis, MN 55479


              Re:  Warrants

                              (CUSIP ____________)

                  Reference is hereby made to the Warrant Agreement, dated as of
November 23, 1999 (the "WARRANT AGREEMENT"), relating to Warrants of [Viking
Merger Sub, Inc.] [Merrill Corporation] (the "COMPANY"), under which Norwest
Bank Minnesota, N.A. is acting as warrant agent. Capitalized terms used but not
defined herein shall have the meanings given to them in the Warrant Agreement.

                  __________________________, (the "OWNER") owns and proposes to
exchange the Warrant[s] or interest in such Warrant[s] specified herein, in the
amount of $____________ in such Warrant[s] or interests (the "EXCHANGE"). In
connection with the Exchange, the Owner hereby certifies that:

                  1. EXCHANGE OF RESTRICTED DEFINITIVE WARRANTS OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL WARRANT FOR UNRESTRICTED DEFINITIVE WARRANTS OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL WARRANT

       (a) / /   Check if Exchange is from beneficial interest in a Restricted
       Global Warrant to beneficial interest in an Unrestricted Global Warrant.
       In connection with the Exchange of the Owner's beneficial interest in a
       Restricted Global Warrant for a beneficial interest in an Unrestricted
       Global Warrant in an equal principal amount, the Owner hereby certifies
       (i) the beneficial interest is being acquired for the Owner's own account
       without transfer, (ii) such Exchange has been effected in compliance with
       the transfer restrictions applicable to the Global Warrants and pursuant
       to and in accordance with the United States Securities Act of 1933, as
       amended (the "SECURITIES ACT"), (iii) the restrictions on transfer
       contained in the Warrant Agreement and the Private Placement Legend are
       not required in order to maintain compliance


                                      C-1
<PAGE>

       with the Securities Act and (iv) the beneficial interest in an
       Unrestricted Global Warrant is being acquired in compliance with any
       applicable blue sky securities laws of any state of the United States.

       (b) / /   CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
       GLOBAL WARRANT TO UNRESTRICTED DEFINITIVE WARRANT. In connection with the
       Exchange of the Owner's beneficial interest in a Restricted Global
       Warrant for an Unrestricted Definitive Warrant, the Owner hereby
       certifies (i) the Definitive Warrant is being acquired for the Owner's
       own account without transfer, (ii) such Exchange has been effected in
       compliance with the transfer restrictions applicable to the Restricted
       Global Warrants and pursuant to and in accordance with the Securities
       Act, (iii) the restrictions on transfer contained in the Warrant
       Agreement and the Private Placement Legend are not required in order to
       maintain compliance with the Securities Act and (iv) the Definitive
       Warrant is being acquired in compliance with any applicable blue sky
       securities laws of any state of the United States.

       (c) / /   CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE WARRANT TO
       BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL WARRANT. In connection with
       the Owner's Exchange of a Restricted Definitive Warrant for a beneficial
       interest in an Unrestricted Global Warrant, the Owner hereby certifies
       (i) the beneficial interest is being acquired for the Owner's own account
       without transfer, (ii) such Exchange has been effected in compliance with
       the transfer restrictions applicable to Restricted Definitive Warrants
       and pursuant to and in accordance with the Securities Act, (iii) the
       restrictions on transfer contained in the Warrant Agreement and the
       Private Placement Legend are not required in order to maintain compliance
       with the Securities Act and (iv) the beneficial interest is being
       acquired in compliance with any applicable blue sky securities laws of
       any state of the United States.

       (d) / /   CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE WARRANT TO
       UNRESTRICTED DEFINITIVE WARRANT. In connection with the Owner's Exchange
       of a Restricted Definitive Warrant for an Unrestricted Definitive
       Warrant, the Owner hereby certifies (i) the Unrestricted Definitive
       Warrant is being acquired for the Owner's own account without transfer,
       (ii) such Exchange has been effected in compliance with the transfer
       restrictions applicable to Restricted Definitive Warrants and pursuant to
       and in accordance with the Securities Act, (iii) the restrictions on
       transfer contained in the Warrant Agreement and the Private Placement
       Legend are not required in order to maintain compliance with the
       Securities Act and (iv) the Unrestricted Definitive Warrant is being
       acquired in compliance with any applicable blue sky securities laws of
       any state of the United States.

                  2. EXCHANGE OF RESTRICTED DEFINITIVE WARRANTS OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL WARRANTS FOR RESTRICTED DEFINITIVE WARRANTS OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL WARRANTS

       (a) / /   CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
       GLOBAL WARRANT TO RESTRIcted DEFINITIVE WARRANT. In connection with the
       Exchange of the Owner's beneficial interest in a Restricted Global
       Warrant for a Restricted Definitive Warrant in a number equal to the
       number of beneficial interests exchanged, the Owner hereby certifies that
       the Restricted Definitive Warrant is being acquired for the Owner's own
       account without transfer. Upon consummation of the proposed Exchange in
       accordance with the terms of the Warrant Agreement, the Restricted


                                      C-2
<PAGE>

       Definitive Warrant issued will continue to be subject to the restrictions
       on transfer enumerated in the Private Placement Legend printed on the
       Restricted Definitive Warrant and in the Warrant Agreement and the
       Securities Act.

       (b) CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE WARRANT TO BENEFICIAL
       INTEREST IN A RESTRICTED GLOBAL WARRANT. In connection with the Exchange
       of the Owner's Restricted Definitive Warrant for a beneficial interest in
       the [CHECK ONE] / /  144A Global Warrant  / /  Regulation S Temporary
       Global Warrant in a numBer equal to the number of beneficial interests
       exchanged, the Owner hereby certifies (i) the beneficial interest is
       being acquired for the Owner's own account without transfer and (ii) such
       Exchange has been effected in compliance with the transfer restrictions
       applicable to the Restricted Global Warrants and pursuant to and in
       accordance with the Securities Act, and in compliance with any applicable
       blue sky securities laws of any state of the United States. Upon
       consummation of the proposed Exchange in accordance with the terms of the
       Warrant Agreement, the beneficial interest issued will be subject to the
       restrictions on transfer enumerated in the Private Placement Legend
       printed on the relevant Restricted Global Warrant and in the Warrant
       Agreement and the Securities Act.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.


                                   ---------------------------------------------
                                             [Insert Name of Transferor]


                                   By:
                                      ------------------------------------------
                                      Name:
                                      Title:


Dated:
      -------------------------


                                      C-3
<PAGE>



                                    EXHIBIT D
                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

[Viking Merger Sub, Inc.
c/o DLJ Merchant Banking Partners II, L.P.
277 Park Avenue
New York, New York 10172]

[Merrill Corporation
One Merrill Circle
St. Paul, Minnesota  55108]

Norwest Bank Minnesota, N.A.
Norwest Center
Mac #N903-120
Sixth and Marquette
Minneapolis, MN 55479]

              Re: Warrants

                  Reference is hereby made to the Warrant Agreement, dated as of
November 23, 1999 (the "WARRANT AGREEMENT"), relating to Warrants of [Viking
Merger Sub, Inc.] [Merrill Corporation] (the "COMPANY"), under which Norwest
Bank Minnesota, N.A. is acting as warrant agent. Capitalized terms used but not
defined herein shall have the meanings given to them in the Warrant Agreement.

                  In connection with our proposed purchase of ____________
Warrants represented by:

       (a)   / /      a beneficial interest in a Global Warrant, or

       (b)   / /      a Definitive Warrant,

                      we confirm that:

                  1. We understand that any subsequent transfer of the Warrants
or any interest therein 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 or any interest therein
except in compliance with, such restrictions and conditions and the United
States Securities Act of 1933, as amended (the "SECURITIES ACT").

                  2. We understand that the offer and sale of the Warrants have
not been registered under the Securities Act, and that the Warrants and any
interest therein may not be offered or sold 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 the Warrants or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (C) to an institutional


                                      D-1
<PAGE>

"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and, if
requested by the Company, an Opinion of Counsel in form reasonably acceptable to
the Company to the effect that such transfer is in compliance with the
Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing the Definitive Warrant or beneficial interest in a Global
Warrant from us in a transaction meeting the requirements of clauses (A) through
(E) of this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.

                  3. We understand that, on any proposed resale of the Warrants
or beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company 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.

                  4. 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 its investment.

                  5. We are acquiring the Warrants or beneficial interest
therein purchased by us for our own 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.

                  We agree not to engage in any hedging transactions with regard
to the Warrants unless such hedging transactions are in compliance with the
Securities Act.

                  You and the Company 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.


                                   ---------------------------------------------
                                             [Insert Name of Transferor]


                                   By:
                                      ------------------------------------------
                                      Name:
                                      Title:


Dated:
      -----------------------


                                      D-2
<PAGE>



                                    EXHIBIT E

                  FORM OF WARRANT REGISTRATION RIGHTS AGREEMENT


                                      E-1