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                                                                     EXHIBIT 4.1

                           FIRST AMENDED AND RESTATED
                      CERTIFICATE OF RIGHTS AND PREFERENCES
                                       OF
                 SERIES C CUMULATIVE CONVERTIBLE PREFERRED STOCK
                                       OF
                           CHAMPION ENTERPRISES, INC.



         1. Number. The number of shares constituting the Series C Cumulative
Convertible Preferred Stock shall be Thirty-Five Thousand (35,000).

         2. Definitions. Unless the context otherwise requires, when used herein
the following terms shall have the meaning indicated.

         "Acquiring Person" means, in connection with any Business Combination,
the continuing or surviving corporation of a consolidation or merger with the
Company (if other than the Company), the transferee of all or substantially all
of the properties or assets of the Company, the corporation consolidating with
or merging into the Company in a consolidation or merger in connection with
which the Common Stock is changed into or exchanged for stock or other
securities of any other Person or cash or any other property, the entity or
group acting in concert acquiring or possessing the power to cast the majority
of the eligible votes at a meeting of the Company's shareholders at which
directors are elected, or, in the case of a capital reorganization or
reclassification, the Company.

         "Acquisition Price" means (i) the Daily Market Price of the Common
Stock on the date immediately preceding the date on which a Business Combination
is consummated, or (ii) if a purchase, tender or exchange offer is made by the
Acquiring Person (or by any of its affiliates) to the holders of the Common
Stock and such offer is accepted by the holders of more than fifty percent (50%)
of the outstanding shares of Common Stock, the greater of (x) the price
determined in accordance with the provisions of the foregoing clause (i) of this
sentence and (y) the Daily Market Price on the date immediately preceding the
acceptance of such offer by the holders of more than fifty percent (50%) of the
outstanding shares of Common Stock.

         "Articles" means the Restated Articles of Incorporation of the Company,
as amended.

         "Average Market Price" means, with respect to any reference date, the
average of the Daily Market Prices of the Common Stock for the thirty (30)
Business Days ending on and including the third Business Day before such
reference date, but not greater than the average of the Daily Market Prices of
the Common Stock for the five (5) Business Days ending on and including the
twenty-eighth Business Day before such reference date.

         "Board" means the Board of Directors of the Company.

         "Business Combination" is defined in Section 6(F)(i).



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         "Business Day" means any day on which the Common Stock may be traded on
the NYSE, or if not admitted for trading on the NYSE, on any day other than a
Saturday, Sunday or holiday on which banks in New York City are required or
permitted to be closed.

         "Capital Stock" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated) of capital or capital stock of such Person and (ii) with
respect to any Person that is not a corporation, any and all partnership,
limited partnership, limited liability company or other equity interests of such
Person.

         "Cash Redemption Closing Date" is defined in Section 6(B)(ii).

         "Certificate of Rights and Preferences" means this Certificate of
Rights and Preferences of the Series C Preferred Stock.

         "Common Stock" means the Company's common stock, par value one dollar
($1.00) per share, and any Capital Stock for or into which such Common Stock
hereafter is exchanged, converted, reclassified or recapitalized by the Company
or pursuant to a Business Combination to which the Company is a party.

         "Company" means Champion Enterprises, Inc., a Michigan corporation.

         "Conversion Closing Date" is defined in Section 6(A)(i).

         "Conversion Notice" is defined in Section 6(A)(i).

         "Conversion Price" is $5.6644, subject to adjustment for stock splits,
recombinations, stock dividends and the like.

         "Conversion Rate" means (i) the Stated Value of one share of Series C
Preferred Stock plus accrued and unpaid dividends divided by (ii) the Conversion
Price.

         "Daily Market Price" means, on any date, the amount per share of the
Common Stock (or, for purposes of determining the Daily Market Price of the
common stock of an Acquiring Person or its Parent under Section 6(F), the common
stock of such Acquiring Person or such Parent), equal to (i) the daily
volume-weighted average price on the NYSE or, if no such sale takes place on
such date, the average of the closing bid and asked prices on the NYSE thereof
on such date, in each case as reported by Bloomberg, L.P. (or by such other
Person as the Holder and the Company may agree), or (ii) if such Common Stock or
common stock of an Acquiring Person or its Parent is not then listed or admitted
to trading on the NYSE, the higher of (x) the book value per share thereof as
determined by any firm of independent public accountants of recognized standing
selected by the Board of Directors of the Company as of the last day of any
month ending within sixty (60) days preceding the date as of which the
determination is to be made or (y) the fair value per share thereof determined
in good faith by the Board of Directors of the Company as of a date which is no
more than ten (10) Business Days before and excluding the date as of which the
determination is to be made.

         "Dividend Payment Date" is defined in Section 3(A).


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         "Dividend Period" is defined in Section 3(A).

         "Dividend Rate" means a rate equal to five percent (5%) per annum times
the Stated Value subject to Sections 3(E) and 3(F).

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

         "Fletcher" means Fletcher International, Ltd. a company organized under
the laws of Bermuda, together with its successors.

         "Holder" shall mean a holder of Series C Preferred Stock.

         "Issue Date" means with respect to any shares of Series C Preferred
Stock the original date of issuance of such shares of Series C Preferred Stock.

         "Junior Securities" means Capital Stock that, with respect to dividends
and distributions upon Liquidation, ranks junior to the Series C Preferred
Stock, including but not limited to Common Stock, Series A Preferred Stock, and
any other class or series of Capital Stock issued by the Company or any
Subsidiary of the Company on or after the date of the Main Agreement, but
excluding any Parity Securities and Senior Securities issued (i) to Fletcher or
its authorized assignees under the Main Agreement and the Prior Agreement, (ii)
with the approval of the Holders of a Majority of the Series C Preferred Stock
or (iii) upon the conversion, redemption or exercise of securities described in
clause (i) or (ii).

         "Liquidation" means the voluntary or involuntary liquidation,
dissolution or winding up of the Company; provided, however, that a
consolidation, merger or share exchange shall not be deemed a Liquidation, nor
shall a sale, assignment, conveyance, transfer, lease or other disposition by
the Company of all or substantially all of its assets, which does not involve a
distribution by the Company of cash or other property to the holders of Common
Stock, be deemed to be a Liquidation.

         "Liquidation Preference" is defined in Section 4.

         "Main Agreement" means the Agreement dated as of March 29, 2002 between
the Company and Fletcher pursuant to which up to thirty-five thousand (35,000)
shares of Series C Preferred Stock and a warrant are to be issued by the
Company, including all Schedules and Exhibits thereto.

         "Main Agreement Date Price" means $8.0246.

         "Majority of the Series C Preferred Stock" means more than fifty
percent (50%) of the then outstanding shares of Series C Preferred Stock.

         "NYSE" shall have the meaning set forth in the Main Agreement.

         "Other Securities" means any stock (other than Common Stock) and other
securities of the Company or any other Person which the Holders of the Series C
Preferred Stock at any time shall be entitled to receive, or shall have
received, upon conversion or redemption of the Series C


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Preferred Stock in lieu of or in addition to Common Stock, or which at any time
shall be issuable or shall have been issued in exchange for or in replacement of
Common Stock or Other Securities.

         "Parent" means, as to any Acquiring Person, any corporation that (i)
controls the Acquiring Person directly or indirectly through one or more
intermediaries, (ii) is required to include the Acquiring Person in the
consolidated financial statements contained in such Parent's Annual Report on
Form 10-K (if the Parent is required to file such a report) and (iii) is not
itself included in the consolidated financial statements of any other Person
(other than its consolidated subsidiaries).

         "Parity Securities" means any class or series of Capital Stock that,
with respect to dividends or distributions upon Liquidation, is pari passu with
the Series C Preferred Stock, including the Series B Preferred Shares (as
defined in the Prior Agreement).

         "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, limited liability company, joint
venture, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

         "Preferred Stock" means the Company's preferred stock authorized
pursuant to the provisions of the Articles.

         "Prior Agreement" means the Agreement dated as of June 29, 2001,
between the Company and Fletcher pursuant to which twenty thousand (20,000)
shares of Series B-1 Preferred Stock and the right to purchase up to an
additional twelve thousand (12,000) shares of Series B Preferred Stock have been
issued by the Company, including all Schedules and Exhibits thereto.

         "Record Date" is defined in Section 3(A).

         "Redemption Amount" means a dollar amount for each share of the
then-outstanding Series C Preferred Stock redeemed by such Holder equal to the
Stated Value per share plus an amount equal to all accrued but unpaid dividends
thereon, whether or not earnings are available in respect of such dividends or
such dividends have been declared, to and including the date full payment is
tendered to the Holders with respect to such redemption.

         "Redemption Notice" is defined in Section 6(B)(i).

         "Redemption Notice Date" is defined in Section 6(B)(i).

         "Registered Common Stock" means Common Stock that has been registered
under the Securities Act and is freely tradable.

         "Restatement" means that Champion adversely restates net income or
shareholders' equity, in any material respect, in any portion of its financial
statements as included in a Form 10-K or Form 10-Q filed with the Securities and
Exchange Commission in the form of an amendment thereto, press release, Form 8-K
or any other method except as is required as a result of a change occurring
after the date of the Main Agreement in (i) applicable law or (ii) generally


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accepted accounting principles promulgated by the Financial Accounting Standards
Board or the Securities and Exchange Commission, which change is implemented by
the Company in the manner and at the time prescribed by such law or such
generally accepted accounting principle.

         "Restatement Conversion Price" means one hundred fifteen percent (115%)
of the Average Market Price calculated on the date ninety (90) days after and
excluding the Restatement Date.

         "Restatement Date" means the most recent date on which a Restatement
occurs.

         "Restatement Notice" means a written notice from Champion to Fletcher,
(i) stating the Restatement Date and (ii) including the documents in which the
Restatement was publicly disclosed.

         "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute, and the rules and regulations promulgated thereunder.

         "Senior Securities" means any class or series of Capital Stock that,
with respect to dividends or distributions upon Liquidation, ranks senior to the
Series C Preferred Stock.

         "Series A Preferred Stock" means the Series A Preferred Stock of the
Company, the powers, designations, preferences and relative, participating,
optional and other special rights of which are specified in the Articles.

         "Series B-1 Preferred Stock" means the Series B-1 Cumulative
Convertible Preferred Stock of the Company. The powers, designations,
preferences and relative, participating, optional and other special rights are
specified in the First Amended and Restated Certificate of Rights and
Preferences of Series B-1 Cumulative Convertible Preferred Stock.

         "Series C Preferred Stock" means the Series C Cumulative Convertible
Preferred Stock of the Company or successor as contemplated by Section 6(F)(ii).

         "Stated Value" is an amount equal to one thousand dollars ($1,000) per
share of Series C Preferred Stock.

         "Stock Redemption Closing Date" is defined in Section 6(B)(iii).

         "Subsidiary" of a Person means (i) a corporation, a majority of whose
stock with voting power, under ordinary circumstances, to elect directors is at
the time of determination, directly or indirectly, owned by such Person or by
one or more Subsidiaries of such Person, or (ii) any other entity (other than a
corporation) in which such Person or one or more Subsidiaries of such Person,
directly or indirectly, at the date of determination thereof has at least a
majority ownership interest.

         The foregoing definitions will be equally applicable to both the
singular and plural forms of the defined terms.

         3.   Dividends and Distributions.




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                  (A) Holders shall be entitled to receive out of the assets of
         the Company legally available for that purpose, dividends at the
         Dividend Rate to be paid in accordance with the terms of this Section
         3. Such dividends shall be fully cumulative from the Issue Date, shall
         accumulate regardless of whether the Company earns a profit and shall
         be payable in arrears, when and as declared by the Board, on March 31,
         June 30, September 30 and December 31 of each year (each such date
         being herein referred to as a "Dividend Payment Date"), commencing on
         June 30, 2002. The period from the Issue Date to June 30, 2002, and
         each quarterly period between consecutive Dividend Payment Dates shall
         hereinafter be referred to as a "Dividend Period." The dividend for any
         Dividend Period for any share of Series C Preferred Stock that is not
         outstanding on every day of the Dividend Period shall be prorated based
         on the number of days such share was outstanding during the period.
         Each such dividend shall be paid to the Holders of record as their
         names appear on the share register of the Company on the corresponding
         Record Date. As used above, the term "Record Date" means, with respect
         to the dividend payable on March 31, June 30, September 30 and December
         31, respectively, of each year, the preceding March 15, June 15,
         September 15 and December 15, or such other record date designated by
         the Board with respect to the dividend payable on such respective
         Dividend Payment Date not exceeding thirty (30) days preceding such
         Dividend Payment Date. Dividends on account of arrears for any past
         Dividend Periods may be declared and paid at any time, without
         reference to any Dividend Payment Date, to Holders of record on a date
         designated by the Board, not exceeding thirty (30) days preceding the
         payment date thereof, as may be fixed by the Board. For purposes of
         determining the amount of dividends accrued as of the first Dividend
         Payment Date and as of any date that is not a Dividend Payment Date,
         such amount shall be calculated on the basis of the Dividend Rate for
         the actual number of days elapsed from and including the Issue Date (in
         case of the first Dividend Payment Date and any date prior to the first
         Dividend Payment Date) or the last preceding Dividend Payment Date (in
         case of any other date) to the date as of which such determination is
         to be made, based on a three hundred sixty (360) day year.


                  (B) Dividends payable on the Series C Preferred Stock may be
         paid, at the option of the Company, either in cash or by the issuance
         of Registered Common Stock, provided, however, that the Company's right
         to pay dividends on any Dividend Payment Date by the issuance of
         Registered Common Stock shall continue only so long as the number of
         shares of Common Stock issued and issuable under the Main Agreement
         (including one year of dividends from such Dividend Payment Date,
         assuming that all such dividends will be paid in shares of Common Stock
         as they accrue) and all previously issued and issuable shares of Common
         Stock (including shares issued or issuable following exercise of the
         warrant issued pursuant to the Main Agreement), all issued and issuable
         but unconverted Series C Preferred Stock (on an as-converted basis as
         of that date) does not exceed seventeen and one-half percent (17.5%) of
         the Original Number (as defined in the Main Agreement), or, if such
         number of shares exceeds seventeen and one-half percent (17.5%) of the
         Original Number and does not exceed nineteen and ninety-nine
         one-hundredths percent (19.99%) of the Original Number, the Company has
         notified its shareholders of a shareholder's meeting for the purpose of
         voting on a Required Consent (as defined in the Main Agreement) in
         accordance with the Main Agreement and has used and is using its best
         efforts to obtain the Required Consent. Although it is the


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         intent and view of the Company that the issuance of Common Stock with
         respect to the Series C Preferred Stock is to be treated as independent
         of any issuance of Common Stock with respect to the Series B Preferred
         Shares (as defined in the Main Agreement), in the event any such
         issuances of Common Stock are deemed to be related pursuant to the
         listing requirements and rules of the NYSE by the NYSE, the provisions
         of this Section 3(B) (including, but not limited to, the obligation to
         obtain the Required Consent) shall be deemed to apply to the number of
         shares of Common Stock in the aggregate issued and issuable with
         respect to both the Series C Preferred Stock and the Series B Preferred
         Shares (as defined in the Prior Agreement). Subject to the foregoing,
         payments on any Dividend Payment Date shall be made in Registered
         Common Stock unless the Company notifies the Holders in writing of its
         intention to pay cash on or before, but no more than fifteen (15) days
         before, and including, the immediately preceding Dividend Payment Date.
         The number of shares of Registered Common Stock to be issued shall be
         determined by dividing the cash amount of the dividend otherwise
         payable by the Average Market Price calculated as of such Dividend
         Payment Date; provided, however, if the Company shall combine,
         subdivide or reclassify its Common Stock, or shall declare any dividend
         payable in shares of its Common Stock, or shall take any other action
         of a similar nature affecting such shares, the number of shares of
         Registered Common Stock to be issued shall be adjusted to the extent
         appropriate to reflect such event, including appropriate adjustments to
         account for any such event that occurs during the period used for
         calculating such Average Market Price. The number of shares of
         Registered Common Stock to be issued as a dividend shall be rounded up
         to the nearest whole share after aggregating all shares of Series C
         Preferred Stock owned by a Holder.

                  (C) If, on any Dividend Payment Date, the Company fails to pay
         dividends, then until the dividends that were scheduled to be paid on
         such date are paid, such dividends shall cumulate and shall accrue
         additional dividends to and including the date of payment thereof at
         the Dividend Rate then in effect, compounded quarterly on each
         subsequent Dividend Payment Date. Unpaid dividends for any period less
         than a full Dividend Period shall cumulate on a day to day basis and
         shall be computed on the basis of a three hundred sixty (360) day year.

                  (D) So long as any shares of the Series C Preferred Stock
         shall be outstanding, (i) the Company shall not and shall not allow its
         Subsidiaries to declare or pay any dividend whatsoever, whether in
         cash, property or otherwise, set aside any cash or property for the
         payment of dividends, or make any other distribution on any Junior
         Securities, (ii) the Company shall not and shall not allow its
         Subsidiaries to declare or pay any dividend whatsoever, whether in
         cash, property or otherwise, set aside any cash or property for the
         payment of dividends, or make any other distribution on any Parity
         Securities, except for dividends paid to the Company or any of its
         wholly-owned Subsidiaries and dividends paid on the Series B Preferred
         Shares (as defined in the Prior Agreement)) (iii) the Company shall not
         and shall not allow its Subsidiaries to repurchase, redeem or otherwise
         acquire for value or set aside any cash or property for the repurchase
         or redemption of any Junior Securities or Parity Securities, with the
         exception of the Series B Preferred Shares (as defined in the Prior
         Agreement), unless in each such case (x) all dividends to which the
         Holders of the Series C Preferred Stock shall have been entitled to
         receive for all previous Dividend Periods shall have been paid


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         and dividends for the subsequent four Dividend Periods shall have been
         designated and set aside and (y) a dividend (including the amount of
         any dividends paid pursuant to the provisions of Section 3(A)) is paid
         with respect to all outstanding shares of Series C Preferred Stock in
         an amount for each such share of Series C Preferred Stock equal to the
         aggregate amount of such dividend for the number of shares of Common
         Stock equal to (i) the Stated Value plus any accrued but unpaid
         dividends as of the record date of such dividend divided by (ii) the
         Conversion Price (or in the event of a Restatement, the Restatement
         Conversion Price, if the Restatement Conversion Price is lower than the
         then-current Conversion Price) on such record date (or, if such record
         date is not a Business Day, the last Business Day preceding such record
         date).

                  (E) Whenever, at any time or times, dividends payable on any
         Series B Preferred Share (as defined in the Prior Agreement) or any
         share of Series C Preferred Stock shall be in arrears in an aggregate
         amount greater than two (2) quarterly dividends, the Dividend Rate
         shall mean a rate equal to fifteen percent (15%) per annum times the
         Stated Value until such date that all accrued and unpaid dividends
         shall have been declared and paid in full.

                  (F) Whenever, at any time or times (i) an Issuance Blockage
         (as defined in the Main Agreement or the Prior Agreement) shall exist
         at any time ninety (90) calendar days after and excluding the date of
         the first Excess Rights Notice (as defined in the Main Agreement or the
         Prior Agreement) or (ii) the Company shall fail to redeem any shares of
         Series C Preferred Stock or any Series B Preferred Shares (as defined
         in the Prior Agreement) for cash by the date it is obligated to do so
         under Section 6(B) hereof or of the First Amended and Restated
         Certificate of Rights and Preferences of Series B-1 Cumulative
         Convertible Preferred Stock or any Subsequent Certificates of Rights
         and Preferences (as defined in the Prior Agreement) and such failure to
         pay cash is ongoing, then (x) the Dividend Rate shall mean a rate equal
         to fifteen percent (15%) per annum times the Stated Value until such
         date as the circumstances described in clause (i) and (ii) no longer
         exist and (y) all dividends payable with respect to such periods shall
         be paid in additional shares of Series C Preferred Stock.

         4. Liquidation Preference. In the event of any Liquidation, after
payment or provision for payment by the Company of the debts and other
liabilities of the Company and the liquidation preference of any Senior
Securities that rank senior to the Series C Preferred Stock with respect to
distributions upon Liquidation, each Holder shall be entitled to receive an
amount in cash for each share of the then outstanding Series C Preferred Stock
held by such Holder equal to the greater of (a) the Stated Value per share plus
an amount equal to all accrued but unpaid dividends thereon, whether or not
earnings are available in respect of such dividends or such dividends have been
declared, to and including the date full payment is tendered to the Holders with
respect to such Liquidation and no more and (b) the amount the Holders would
have received if the Holders had converted all outstanding shares of Series C
Preferred Stock into Common Stock in accordance with the provisions of Section
6(A) hereof as of the Business Day immediately preceding the date of such
Liquidation (as if the Conversion Notice had been delivered on such date and the
Conversion Closing Date had occurred on such date) (such greater amount being
referred to herein as the "Liquidation Preference"), before any distribution
shall be made to the holders of any Junior Securities (and any Senior Securities
or Parity Securities that,


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with respect to distributions upon Liquidation, rank junior to the Series C
Preferred Stock) upon the Liquidation of the Company. In case the assets of the
Company available for payment to the Holders are insufficient to pay the full
Liquidation Preference on all outstanding shares of the Series C Preferred Stock
and all outstanding shares of Parity Securities and Senior Securities that, with
respect to distributions upon Liquidation, are pari passu with the Series C
Preferred Stock in the amounts to which the holders of such shares are entitled,
then the entire assets of the Company available for payment to the Holders and
to the holders of such Parity Securities and Senior Securities shall be
distributed ratably among the Holders of the Series C Preferred Stock and the
holders of such Parity Securities and Senior Securities, based upon the
aggregate amount due on such shares upon Liquidation. Written notice of any
Liquidation of the Company, stating a payment date and the place where the
distributable amounts shall be payable, shall be given by facsimile and
overnight delivery not less than ten (10) days prior to the payment date stated
therein, to the Holders of record of the Series C Preferred Stock, if any, at
their respective addresses as the same shall appear on the books of the Company.

         5. Voting Rights. The Holders shall have the following voting rights
with respect to the Series C Preferred Stock:

                  (A) Each share of Series C Preferred Stock shall entitle the
         holder thereof to the voting rights specified in Section 5(B) and no
         other voting rights except as required by law.

                  (B) The consent of the Holders of at least a Majority of the
         Series C Preferred Stock, voting separately as a single class with one
         vote per share, in person or by proxy, either in writing without a
         meeting or at an annual or a special meeting of such Holders called for
         the purpose, shall be necessary to:

                           (i) amend, alter or repeal any of the provisions of
                  the Articles, including the Certificate of Rights and
                  Preferences, or Bylaws of the Company so as to:

                                    A. change any of the rights, preferences or
                            privileges of Holders. Without limiting the
                            generality of the preceding sentence, such change
                            includes any action that would:

                                            1. Reduce the Dividend Rate on the
                                    Series C Preferred Stock, or make such
                                    dividends non-cumulative, or defer the date
                                    from which dividends will accrue, or cancel
                                    accrued and unpaid dividends, or change the
                                    relative seniority rights of the holders of
                                    Series C Preferred Stock as to the payment
                                    of dividends in relation to the holders of
                                    any other capital stock of the Company;

                                            2. Reduce the amount payable to the
                                    holders of the Series C Preferred Stock upon
                                    the voluntary or involuntary liquidation,
                                    dissolution, or winding up of the Company,
                                    or change the relative seniority of the
                                    liquidation preferences of the holders of
                                    the Series


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                                    C. Preferred Stock to the rights upon
                                    liquidation of the holders of any other
                                    capital stock of the Company;

                                            3. Make the Series C Preferred Stock
                                    redeemable at the option of the Company,
                                    except as provided in Section 6 hereof.

                                    B. authorize, create or issue any shares of
                           Parity Securities or Senior Securities (or amend the
                           provisions of any existing class of Capital Stock to
                           make such class of Capital Stock a class of Parity
                           Securities or Senior Securities) on any date before
                           and excluding September 29, 2003, when there shall be
                           issued and outstanding Series C Preferred Stock (as
                           defined in the Main Agreement) with an aggregate
                           Redemption Amount of at least twenty-five million
                           dollars ($25,000,000).

                           (ii) permit any Subsidiary of the Company to issue or
                  sell, or obligate itself to issue or sell, except to the
                  Company or any wholly owned Subsidiary, any Capital Stock of
                  such Subsidiary; or

                           (iii) increase or decrease (other than by redemption
                  or conversion) the total number of authorized shares of
                  Preferred Stock or amend any provisions of any Parity
                  Securities or Senior Securities so as to make such Parity
                  Securities or Senior Securities redeemable by the Company.

                           (iv) Notwithstanding the foregoing, so long as the
                  Company complies with the requirements of Section 6(F) of this
                  Certificate of Rights and Preferences and Section 11 of the
                  Main Agreement, with respect to a Business Combination, such
                  Business Combination shall not be deemed to alter or change
                  the powers, preferences or rights of the Series C Preferred
                  Stock in any manner.

         6.   Conversion and Redemption.

                  (A) Procedure for Conversion.

                           (i) Shares of Series C Preferred Stock are
                  convertible into Registered Common Stock (or, at the sole
                  option of the Holder, unregistered Common Stock) at the
                  Conversion Rate per share (in the event of a Restatement, for
                  purposes of calculating the Conversion Rate, the Conversion
                  Price shall equal the Restatement Conversion Price, if the
                  Restatement Conversion Price is lower than the then-current
                  Conversion Price) (i) at the option of the Holder thereof at
                  any time, from time to time, in whole or in part, and (ii) at
                  the option of the Company any time on or after March 29, 2004
                  for all but not less than all of the shares of Series C
                  Preferred Stock if (x) the Average Market Price exceeds the
                  Ceiling Percentage multiplied by the Conversion Price on at
                  least thirty (30) consecutive Business Days and (y) the
                  Company has sufficient Registered Common Stock to deliver to
                  the Holder or Holders upon the closing of such conversion. The
                  "Ceiling Percentage" shall initially be two hundred percent
                  (200%) and shall decline by five percent (5%) (i.e., to 195%,
                  190%, etc.) for each


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<PAGE>

                  three-month-period that passes after March 29, 2004. The
                  conversion of shares of Series C Preferred Stock at the option
                  of the Holder may be effected by delivering a duly executed
                  written Preferred Stock Conversion Notice, in form and
                  substance as attached to the Main Agreement as Annex G (the
                  "Conversion Notice"), by facsimile, mail or overnight courier
                  delivery, to the Company's address set forth in Section 20 of
                  the Main Agreement. The closing of such exercise shall take
                  place (a) on the second Business Day following and excluding
                  the date the Conversion Notice is delivered, (b) such later
                  date as the conditions set forth in Section 6(A)(ii) have been
                  waived or satisfied or (c) any other date upon which the
                  exercising Holder and the Company mutually agree (the
                  "Conversion Closing Date"). Conversion of shares of Series C
                  Preferred Stock at the option of the Company may be effected
                  by delivering a duly executed written notice to all Holders
                  substantially in the form attached as Annex J to the Main
                  Agreement (the "Two Year Conversion Notice"), by facsimile,
                  mail or overnight courier delivery, to the Holder's address
                  set forth in Section 20 of the Main Agreement; the Conversion
                  Closing Date shall be (a) the twenty-fifth Business Day after
                  and excluding the date the Two Year Conversion Notice is
                  delivered to the Holders, (b) such later date as the
                  conditions set forth in Section 6(A)(ii) have been waived or
                  satisfied or (c) any other date upon which the Company and the
                  Holders mutually agree; such conversion shall apply to only
                  those shares of Series C Preferred Stock still outstanding on
                  such Conversion Closing Date.

                           (ii) It shall be a condition of the converting
                  Holder's obligation to close that each of the following are
                  satisfied, unless waived by such Holder:

                                    A. (1) the representations and warranties
                           made by the Company in the Main Agreement shall be
                           true and correct as of the Conversion Closing Date,
                           except those representations and warranties that
                           address matters only as of a particular date, which
                           shall be true and correct as of such date; (2) the
                           Company shall have complied fully with all of the
                           covenants and agreements in the Main Agreement; (3)
                           all shares to be issued upon such conversion shall be
                           registered under the Securities Act, shall be freely
                           tradable and shall be duly listed and admitted to
                           trading on the New York Stock Exchange, Nasdaq
                           National Market or American Stock Exchange (unless,
                           with respect to clause (3) only, the Holder expressly
                           consents in writing to the issuance of unregistered
                           Common Stock); and such Holder shall have received a
                           certificate of the Chief Executive Officer or the
                           Chief Financial Officer of the Company dated such
                           date and to the effect of clauses (1), (2) and (3).

                                    B. On the Conversion Closing Date, the
                           Company shall have delivered to the Holder an opinion
                           of Dykema Gossett PLLC (or such other counsel
                           reasonably satisfactory to such Holder) reasonably
                           satisfactory to such Holder, dated the date of
                           delivery, confirming in substance the matters covered
                           in paragraphs (a), (b), (c), (d), (e), (f) and
                           subsection (i) of (g) of Section 4 of the Main
                           Agreement and to the effect


                                       11
<PAGE>





                           that the offer and sale of such Registered Common
                           Stock to such Holder hereunder do not require
                           registration under the Securities Act.

                                    C. As of the Conversion Closing Date, the
                           Company shall have delivered to the Holder all
                           Restatement Notices required to be delivered
                           following a Restatement.

         The Company shall use its commercially reasonable efforts to cause each
of the foregoing conditions to be satisfied at the earliest possible date. If
such conditions are not satisfied or waived prior to the third Business Day
following and excluding the date the Conversion Notice is delivered, then the
Holder may, at its sole option, and at any time, withdraw the Conversion Notice
by written notice to the Company regardless of whether such conditions have been
satisfied or waived as of the withdrawal date and, after such withdrawal, shall
have no further obligations with respect to such Conversion Notice and may
submit a Conversion Notice with respect to the shares referenced in the
withdrawn Conversion Notice at any time.

                           (iii) Each conversion of Series C Preferred Stock
                  shall be deemed to have been effected immediately prior to the
                  close of business on the Business Day on which the Conversion
                  Notice is delivered as provided in Section 6(A)(i) (or, in the
                  case of the Two Year Conversion Notice the related Conversion
                  Closing Date), and at such time the Person or Persons in whose
                  name or names any certificate or certificates for shares of
                  Common Stock (or Other Securities) shall be issuable upon such
                  conversion as provided in Section 6(A)(iv) shall be deemed to
                  have become the holder or holders of record thereof. The
                  foregoing notwithstanding, such conversion shall not be deemed
                  effective if and as of the date that the Holder delivers
                  written notice of withdrawal to the Company as set forth in
                  Section 6(A)(ii) above.

                           (iv) On the Conversion Closing Date, the Holder shall
                  surrender the certificate representing the shares of Series C
                  Preferred Stock to be converted to the Company at the address
                  set forth for notices to the Company in Section 20 of the Main
                  Agreement, and such Holder shall thereupon be entitled to
                  receive the number of duly authorized, validly issued, fully
                  paid and nonassessable shares of Registered Common Stock (or
                  Other Securities or, if appropriate, unregistered Common
                  Stock) to which such Holder is entitled upon such conversion.

                           (v) On the Conversion Closing Date, the Company at
                  its expense (including the payment by it of any applicable
                  issue taxes) will cause to be issued in the name of and
                  delivered to the Holder whose Series C Preferred Stock is
                  being converted via book-entry transfer (if available to the
                  Company), or if such Holder shall direct, at such address
                  specified by the Holder via reputable overnight courier, one
                  or more certificates for the number of duly authorized,
                  validly issued, fully paid and nonassessable shares of
                  Registered Common Stock (or Other Securities or, if
                  appropriate, unregistered Common Stock) to which such Holder
                  shall be entitled upon such conversion, plus, in lieu of any
                  fractional share to which such Holder would otherwise be
                  entitled, cash in an amount equal to the


                                       12
<PAGE>

                  same fraction of the Daily Market Price per share on the
                  Business Day immediately preceding the date of such
                  conversion, and, in case such conversion is for only part of
                  the shares represented by the certificate surrendered, at such
                  address specified by the Holder via reputable overnight
                  courier, a new Series C Preferred Stock certificate of like
                  tenor, calling in the aggregate on the face or faces thereof
                  for the number of shares of Series C Preferred Stock which
                  have not been converted into Registered Common Stock (or Other
                  Securities or, if appropriate, unregistered Common Stock) upon
                  such conversion.

                           (vi) The Company shall deliver a Restatement Notice
                  to the Holder no later than two (2) days after and excluding
                  each Restatement Date.

                  (B) Procedure for Redemption.

                           (i) Redemption of the Series C Preferred Stock shall
                  occur under any of the following circumstances:

                                    A. At any time on or after March 29, 2004, a
                           Holder of Series C Preferred Stock may require the
                           Company to redeem any or all shares of Series C
                           Preferred Stock held by such Holder by delivering an
                           optional redemption notice to the Company
                           substantially in the form attached as Annex C to the
                           Main Agreement (a "Redemption Notice"). The date such
                           Redemption Notice is delivered shall be the
                           "Redemption Notice Date". All such redemptions shall
                           be made for shares of Registered Common Stock (unless
                           the Holder expressly consents in writing to the
                           issuance of unregistered Common Stock) pursuant to
                           Section 6(B)(iii); provided, that, if the Company
                           satisfies the conditions for cash redemption set
                           forth in Section 6(B)(ii) and elects in writing
                           within five (5) Business Days of the first Redemption
                           Notice Date hereunder to redeem Series C Preferred
                           Stock for cash, the Company shall deliver (x) the
                           number of shares of Registered Common Stock (unless
                           the Holder expressly consents in writing to the
                           issuance of unregistered Common Stock) that would
                           have been issuable to such Holder had such Holder
                           elected on the Redemption Notice Date to convert such
                           shares of Series C Preferred Stock pursuant to
                           Section 6(A)(i), in the manner provided in Section
                           6(B)(iii) and (y) cash in the manner provided in
                           Section 6(B)(ii) equal to the product of (a) the
                           Daily Market Price as of the Redemption Notice Date
                           times (b) the amount, if any, by which (i) the number
                           of shares of Common Stock to which such Holder would
                           otherwise be entitled to receive on the date the
                           Company elected cash redemption pursuant to Section
                           6(B)(ii) as if the Company had elected Common Stock
                           redemption pursuant to Section 6(B)(iii) on such date
                           exceeds (ii) the number of shares of Common Stock
                           deliverable pursuant to clause (x) (such difference,
                           the "Additional Redemption Shares"). The Holder may
                           not redeem Series B Preferred Shares (as defined in
                           the Prior Agreement) and Series C Preferred Stock
                           with an aggregate Redemption Amount greater than
                           thirty million dollars ($30 million) in any
                           twelve-month period, provided that any redemption

                                       13
<PAGE>

                           pursuant to Section 6(B)(i)(B) of the First Amended
                           and Restated Certificate of Rights and Preferences of
                           Series B-1 Cumulative Convertible Preferred Stock
                           shall not be included for purposes of calculating
                           such aggregate Redemption Amount. In the event that
                           the aggregate value of the Common Stock and cash, if
                           any, to be received by a Holder pursuant to this
                           Section 6(B)(i)(A) is less than the amount such
                           Holder would have received upon redemption if such
                           Holder had converted the Series C Preferred Stock
                           subject to the Redemption Notice into Common Stock in
                           accordance with the provisions of Section 6(A) hereof
                           as of the Business Day immediately preceding the
                           Redemption Notice Date (as if the Conversion Notice
                           had been delivered on such date and the Conversion
                           Closing Date had occurred on such date), then such
                           Holder shall receive Common Stock and cash, if any,
                           pursuant to Section 6(B)(ii) or Section 6(B)(iii), as
                           the case may be, with an aggregate value equivalent
                           to such amount in lieu of the amount of Common Stock
                           and cash, if any, that would otherwise be issuable
                           pursuant to this Section 6(B)(i)(A).

                                    B. On April 2, 2009, the Company shall
                           redeem all of the Series C Preferred Stock held by
                           all Holders. All such redemptions shall be made for
                           shares of Registered Common Stock (unless the Holder
                           expressly consents in writing to the issuance of
                           unregistered Common Stock) pursuant to Section
                           6(B)(iii), unless the Company satisfies the
                           conditions for cash redemption set forth in Section
                           6(B)(ii) and elects to redeem such shares for cash.
                           In the event that the aggregate value of the Common
                           Stock and cash, if any, to be received by a Holder
                           pursuant to this Section 6(B)(i)(B) is less than the
                           amount such Holder would have received upon
                           redemption if such Holder had converted all of such
                           Holder's Series C Preferred Stock into Common Stock
                           in accordance with the provisions of Section 6(A)
                           hereof as of the Business Day immediately preceding
                           April 2, 2009 (as if the Conversion Notice had been
                           delivered on such date and the Conversion Closing
                           Date had occurred on such date), then such Holder
                           shall receive Common Stock and cash, if any, pursuant
                           to Section 6(B)(ii) or Section 6(B)(iii), as the case
                           may be, with an aggregate value equivalent to such
                           amount in lieu of the amount of Common Stock and
                           cash, if any, that would otherwise be issuable
                           pursuant to this Section 6(B)(i)(B).

                           (ii) If the Company is permitted under the terms of
                  its then outstanding credit facilities and elects in a writing
                  substantially in the form attached as Annex D to the Main
                  Agreement delivered to the redeeming Holder on or before the
                  fifth Business Day following and excluding the date of the
                  first Redemption Notice (or in the case of redemption pursuant
                  to Section 6(B)(i)(B) by February 27, 2009 (the "Seven Year
                  Redemption Reference Date")) (each such date, a "Redemption
                  Reference Date") to redeem such shares for cash, then (a) such
                  shares shall be redeemed for cash to the extent provided in
                  Section 6(B)(i)(A) or 6(B)(i)(B), as applicable, (b) the
                  closing of such redemption shall


                                       14
<PAGE>

                  take place on the second Business Day after and excluding the
                  end of the calendar quarter in which the Redemption Reference
                  Date occurs, provided that if the Redemption Reference Date is
                  less than thirty (30) days before and excluding the end of
                  such calendar quarter, then such closing shall occur on the
                  thirtieth (30th) day after and excluding the Redemption
                  Reference Date, unless otherwise agreed in writing by the
                  Company and the redeeming Holder (or in the case of a cash
                  redemption pursuant to Section 6(B)(i)(B), by April 2, 2009
                  (each such date, a "Cash Redemption Closing Date") and (c)
                  unless otherwise agreed in writing by the Holder and the
                  Company, all future redemptions of Series C Preferred Stock
                  under Section 6(B)(i)(A) shall be for cash to the extent
                  provided in Section 6(B)(i)(A). At such closing, the Holder
                  shall surrender the certificate representing the shares of
                  Series C Preferred Stock to be redeemed to the Company at the
                  address set forth for notices to the Company in Section 20 of
                  the Main Agreement, and the Company shall deliver to the
                  Holder via wire transfer of immediately available U.S. funds
                  cash equal to the aggregate Redemption Amount of such shares
                  calculated as of the Cash Redemption Closing Date. In the case
                  of a cash redemption pursuant to Section 6(B)(i)(B), if the
                  Company acting in good faith is unable to tender cash as
                  provided in this Section 6(B)(ii) on or before the Cash
                  Redemption Closing Date and certifies such circumstance in a
                  writing signed by the Chief Executive Officer and the Chief
                  Financial Officer of the Company that is delivered to the
                  Holder before the Cash Redemption Closing Date, then (x)
                  (without limiting any other available remedies, including
                  without limitation under Section 3(F) or at law or in equity)
                  the Company may redeem such shares for Registered Common Stock
                  as set forth in Section 6(B)(iii), (y) the Stock Redemption
                  Closing Date shall be the thirty-fifth (35th) calendar day
                  after and excluding the date on which the Holder receives such
                  notice (provided that the Holder may, by written notice to the
                  Company, accelerate this date to the second (2nd) Business Day
                  after and excluding the date the Company receives notice from
                  such Holder), and (z) the rights of the Holder under this
                  Certificate of Rights and Preferences (other than the accrual
                  of dividends under Section 3 and the right to receive
                  consideration for redemption as set forth herein) shall cease
                  as of April 2, 2009 (provided that if the Company fails to
                  redeem such shares on the Stock Redemption Closing Date
                  provided above, then all such rights shall be reinstated in
                  full). In the case of redemptions pursuant to Section
                  6(B)(i)(A) only, if the Company fails to tender cash as
                  provided in this Section 6(B)(ii) on or before the Cash
                  Redemption Closing Date, then the Holder may, at its sole
                  option (and without limiting any other available remedies,
                  including without limitation under Section 3(F) or at law or
                  in equity) elect to (1) withdraw the Redemption Notice by
                  written notice to the Company and, after such withdrawal,
                  shall have no further obligations with respect to such
                  Redemption Notice and may submit a Redemption Notice with
                  respect to the shares referenced in the withdrawn Redemption
                  Notice at any time or (2) receive shares of Registered Common
                  Stock as set forth in Section 6(B)(iii), in which case the
                  Stock Redemption Closing Date shall be the second Business Day
                  after and excluding the date on which the Holder notifies the
                  Company in writing of such election. In the case of
                  redemptions pursuant to Section 6(B)(i)(B) only, if the
                  Company fails to tender


                                       15
<PAGE>

                  cash as provided in this Section 6(B)(ii) on or before the
                  Cash Redemption Closing Date, then the Holder may, at its sole
                  option (and without limiting any other available remedies,
                  including without limitation under Section 3(F) or at law or
                  in equity) elect to receive shares of Registered Common Stock
                  as set forth in Section 6(B)(iii), in which case the Stock
                  Redemption Closing Date shall be the second Business Day after
                  and excluding the date on which the Holder notifies the
                  Company in writing of such election. If such redemption is for
                  only part of the shares represented by the certificate
                  surrendered, the Company shall send a new Preferred Stock
                  certificate of like tenor, calling in the aggregate on the
                  face or faces thereof for the number of shares of Series C
                  Preferred Stock which have not been redeemed via reputable
                  overnight courier to such address specified by the Holder.

                           (iii) If the Company elects in a writing
                  substantially in the form attached as Annex D to the Main
                  Agreement delivered to the redeeming Holder on or before the
                  fifth Business Day following and excluding the Redemption
                  Notice Date to redeem such Additional Redemption Shares of
                  Series C Preferred Stock for shares of Registered Common Stock
                  (or, in the case of redemptions pursuant to Section
                  6(B)(i)(B), by the Redemption Reference Date), or if the
                  Company fails to timely elect cash redemption as set forth in
                  Section 6(B)(ii), then (a) all such shares shall be redeemed
                  for Registered Common Stock (unless the Holder expressly
                  consents in writing to the issuance of unregistered Common
                  Stock), and (b) the closing of such redemption shall take
                  place on the earlier of (1) the second Business Day after and
                  excluding the delivery of the Company's election and (2) the
                  seventh Business Day after and excluding the Redemption Notice
                  Date, (or, in the case of redemptions pursuant to Section
                  6(B)(i)(B), by April 2, 2009) or on such other date as the
                  Company and such Holder agree in writing (the "Stock
                  Redemption Closing Date") and (c) unless otherwise agreed in
                  writing by the Holder and the Company, all future redemptions
                  of Series C Preferred Stock shall be for Registered Common
                  Stock. At such closing, the Holder shall surrender the
                  certificate representing the shares of Series C Preferred
                  Stock to be redeemed to the Company at the address set forth
                  for notices to the Company in Section 20 of the Main Agreement
                  and the Company at its expense (including the payment by it of
                  any applicable issue taxes) shall cause to be issued in the
                  name of and delivered to the Holder whose Series C Preferred
                  Stock is being redeemed via book-entry transfer (if available
                  to the Company), the number of duly authorized, validly
                  issued, fully paid and nonassessable shares of Registered
                  Common Stock (unless the Holder expressly consents in writing
                  to the issuance of unregistered Common Stock in which case all
                  references to Registered Common Stock in this Section
                  6(B)(iii) shall be to unregistered Common Stock, but only with
                  respect to the shares of Common Stock subject to such
                  Redemption Notice) to which such Holder shall be entitled upon
                  such redemption, plus, in lieu of any fractional share to
                  which such Holder would otherwise be entitled, cash in an
                  amount equal to the same fraction of the Daily Market Price
                  per share on the Business Day immediately preceding the Stock
                  Redemption Closing Date, and, in case such redemption is for
                  only part of the shares represented by the certificate
                  surrendered, at such address specified by the


                                       16
<PAGE>

                  Holder via reputable overnight courier, a new Preferred Stock
                  certificate of like tenor, calling in the aggregate on the
                  face thereof for the number of shares of Series C Preferred
                  Stock which have not been redeemed. The number of shares of
                  Registered Common Stock to be delivered at such closing shall
                  equal the quotient of (x) the aggregate Redemption Amount of
                  the shares of Series C Preferred Stock being redeemed
                  (calculated as of the Stock Redemption Closing Date) divided
                  by (y) the greater of (1) the lesser of (A) the Average Market
                  Price calculated as of the Redemption Notice Date or the
                  Redemption Reference Date, as applicable, (B) the Daily Market
                  Price on the date the Company delivers its election to redeem
                  such shares for Registered Common Stock and (C) if the Company
                  fails to deliver an election to redeem such shares for
                  Registered Common Stock by the fifth Business Day following
                  and excluding the Redemption Notice Date or by the Redemption
                  Reference Date, as applicable, the Daily Market Price on the
                  fifth Business Day following and excluding the Redemption
                  Notice Date or the fifth (5th) Business Day immediately
                  preceding the Stock Redemption Closing Date, as applicable,
                  and (2) in the case of redemptions pursuant to Section
                  6(B)(i)(A) only (and not in the case of redemption pursuant to
                  Section 6(B)(i)(B)), an amount equal to product of (a) the
                  quotient of six dollars divided by eight dollars and fifty
                  cents ($6.00/$8.50) times (b) the Main Agreement Date Price.
                  It shall be a condition of the redeeming Holder's obligation
                  to close that each of the following are satisfied, unless
                  waived by such Holder:

                                    A. (1) the representations and warranties
                           made by the Company in the Main Agreement shall be
                           true and correct as of the Stock Redemption Closing
                           Date, except that those representations and
                           warranties which only address matters on a particular
                           date shall only be true and correct as of such date;
                           (2) the Company shall have complied fully with all of
                           the covenants and agreements in the Main Agreement;
                           (3) all shares to be issued upon such redemption
                           shall be registered under the Securities Act, shall
                           be freely tradable and shall be duly listed and
                           admitted to trading on the New York Stock Exchange,
                           Nasdaq National Market or American Stock Exchange
                           (unless, with respect to clause (3) only, the Holder
                           expressly consents in writing to the issuance of
                           unregistered Common Stock); and such Holder shall
                           have received a certificate of the Chief Executive
                           Officer or the Chief Financial Officer of the Company
                           dated such date and to the effect of clauses (1), (2)
                           and (3).

                                    B. On the Stock Redemption Closing Date, the
                           Company shall have delivered to the Holder an opinion
                           of Dykema Gossett PLLC (or such other counsel
                           reasonably satisfactory to such Holder) reasonably
                           satisfactory to such Holder, dated the date of
                           delivery, confirming in substance the matters covered
                           in paragraphs (a), (b), (c), (d), (e), (f) and
                           subsection (i) of (g) of Section 4 of the Main
                           Agreement and to the effect that the offer and sale
                           of such Registered Common Stock to such Holder
                           hereunder do not require registration under the
                           Securities Act.


                                       17
<PAGE>

                                    C. There shall not exist an Issuance
                           Blockage (as defined in the Main Agreement) and the
                           issuance of Common Stock shall not cause the Company
                           to exceed the Maximum Number (as defined in the Main
                           Agreement).

                  The Company shall use its best efforts to cause each of the
                  foregoing conditions to be satisfied at the earliest possible
                  date. If such conditions are not satisfied or waived on or
                  before the Stock Redemption Closing Date, then the Holder may,
                  at its sole option, and at any time, (1) withdraw the
                  Redemption Notice by written notice to the Company regardless
                  of whether such conditions have been satisfied or waived as of
                  the withdrawal date and, after such withdrawal, shall have no
                  further obligations with respect to such Redemption Notice and
                  may submit a Redemption Notice with respect to the shares
                  referenced in the withdrawn Redemption Notice at any time or
                  (2) elect cash redemption as set forth in Section 6(B)(ii), in
                  which case, the Cash Redemption Closing Date shall be the
                  second Business Day after and excluding the date on which the
                  Holder notifies the Company in writing of its election for
                  cash redemption to the extent permitted under the terms of the
                  Company's credit facilities set forth in Champion's SEC
                  Filings (as defined in the Main Agreement) made on or before
                  the date of the Main Agreement and excluding any subsequent
                  amendments or extensions thereto.

                  (C) The Company shall at all times reserve for issuance such
         number of its shares of Common Stock as shall be required under the
         Main Agreement.

                  (D) The Company will procure, at its sole expense, the listing
         of the Common Stock issuable upon conversion or redemption of the
         Series C Preferred Stock and shares issuable as dividends hereunder,
         subject to issuance or notice of issuance, on all stock exchanges and
         quotation systems on which the Common Stock is then listed or quoted,
         no later than the date on which such Series C Preferred Stock is issued
         to the Holder and thereafter shall use its best efforts to prevent
         delisting or removal from quotation of such shares. The Company will
         pay any and all documentary stamp or similar issue or transfer taxes
         that may be payable in respect of the issuance or delivery of shares of
         Common Stock on conversion or redemption of shares of the Series C
         Preferred Stock. The Company shall not, however, be required to pay any
         tax which may be payable in respect of any transfer involving the issue
         and delivery of shares of Common Stock in a name other than that in
         which the shares of Series C Preferred Stock so converted or redeemed
         were registered, and no such issue and delivery shall be made unless
         and until the person requesting such issue has paid to the Company the
         amount of any such tax, or has established, to the reasonable
         satisfaction of the Company, that such tax has been paid.

                  (E) No fractional shares or scrip representing fractional
         shares shall be issued upon the conversion or redemption of the Series
         C Preferred Stock. If any such conversion or redemption would otherwise
         require the issuance of a fractional share of Common Stock, an amount
         equal to such fraction multiplied by the current Daily Market Price per
         share of Common Stock on the date of conversion or redemption shall be
         paid to the Holder in cash by the Company. If more than one share of
         Series C Preferred


                                       18
<PAGE>

         Stock shall be surrendered for conversion or redemption at one time by
         or for the same Holder, the number of full shares of Common Stock
         issuable upon conversion or redemption thereof shall be computed on the
         basis of the aggregate number of shares of Series C Preferred Stock so
         surrendered.

                  (F) Business Combinations.

                           (i) In case the Company after the date of the Main
                  Agreement is party to (a) any acquisition of the Company by
                  means of merger or other form of corporate reorganization in
                  which outstanding shares of the Company are exchanged for
                  securities or other consideration issued, or caused to be
                  issued, by the Acquiring Person or its Parent, Subsidiary or
                  affiliate, (b) a sale of all or substantially all of the
                  assets of the Company (on a consolidated basis) in a single
                  transaction or series of related transactions, (c) any other
                  transaction or series of related transactions by the Company
                  in which the power to cast the majority of the eligible votes
                  at a meeting of the Company's shareholders at which directors
                  are elected is transferred to a single entity or group acting
                  in concert, or (d) a capital reorganization or
                  reclassification of the Common Stock or Other Securities
                  (other than a reorganization or reclassification in which the
                  Common Stock or Other Securities are not converted into or
                  exchanged for cash or other property, and, immediately after
                  consummation of such transaction, the shareholders of the
                  Company immediately prior to such transaction own the Common
                  Stock, Other Securities or other voting stock of the Company
                  in substantially the same proportions relative to each other
                  as such shareholders owned immediately prior to such
                  transaction), then, and in the case of each such transaction
                  (each of which is referred to herein as "Business
                  Combination"), proper provision shall be made so that, upon
                  the basis and the terms and in the manner provided herein, the
                  Holder of each unconverted and unredeemed share of Series C
                  Preferred Stock, upon conversion or redemption hereof at any
                  time after the consummation of such Business Combination,
                  shall be entitled to receive upon such conversion or
                  redemption, in lieu of the cash, Common Stock or Other
                  Securities issuable upon such conversion or redemption prior
                  to such consummation, any of the following, as shall be
                  elected, in whole or in part, from time to time, by such
                  Holder:

                                    A. the stock and other securities, cash and
                           property to which such Holder would have been
                           entitled upon such consummation if such Holder had
                           converted such Series C Preferred Stock immediately
                           prior thereto;

                                    B. the stock and other securities, cash and
                           property to which such Holder would have been
                           entitled upon such consummation if (i) such Holder
                           had elected redemption of such Series C Preferred
                           Stock, with the Redemption Notice Date occurring
                           immediately prior thereto (notwithstanding any
                           restrictions on redemption existing on such
                           Redemption Notice Date) and (ii) the Company had
                           elected to redeem such shares for Registered Common
                           Stock immediately prior thereto


                                       19
<PAGE>

                                    C. the number of shares of common stock of
                           the Acquiring Person or its Parent, at the election
                           of the Holder, determined by dividing (A) the amount
                           equal to the product obtained by multiplying (1) the
                           number of shares of the Company's Common Stock (or
                           Other Securities) to which such Holder would have
                           been entitled had such holder converted such Series C
                           Preferred Stock immediately prior to such
                           consummation, times (2) the greater of the
                           Acquisition Price and the Conversion Price in effect
                           on the Business Day immediately preceding the date of
                           such consummation, by (B) the Daily Market Price per
                           share of the common stock of the Acquiring Person or
                           its Parent, as the case may be, on the Business Day
                           immediately preceding the date of such consummation;

                                    D. the number of shares of common stock of
                           the Acquiring Person or its Parent, at the election
                           of the Holder, determined by dividing (A) the
                           aggregate Redemption Amount of such shares of Series
                           C Preferred Stock by (B) the lesser of (1) the
                           Average Market Price of the common stock of the
                           Acquiring Person or its Parent, as the case may be,
                           calculated as of the date the Business Combination is
                           consummated, and (2) the quotient of (a) the product
                           of (i) the Conversion Price (but if before such
                           consummation the Company shall combine, subdivide or
                           reclassify its Common Stock, shall declare any
                           dividend payable in shares of Common Stock, or shall
                           take any other action of a similar nature affecting
                           such shares, this amount shall be adjusted to the
                           extent appropriate to reflect such event or events)
                           and (ii) the Daily Market Price per share of the
                           common stock of the Acquiring Person or its Parent,
                           as the case may be, on the Business Day immediately
                           preceding the date of such consummation divided by
                           (b) the Daily Market Price per share of the Company's
                           Common Stock on the Business Day immediately
                           preceding the date of such consummation. The
                           foregoing notwithstanding, if the Acquiring Person or
                           its Parent, as the case may be, shall combine,
                           subdivide or reclassify its Common Stock, or shall
                           declare any dividend payable in shares of its Common
                           Stock, or shall take any other action of a similar
                           nature affecting such shares, the conversion or
                           redemption price in this clause (D) shall be adjusted
                           to the extent appropriate to reflect such event,
                           including appropriate adjustments to account for any
                           such event that occurs during any of the measurement
                           periods set forth in the previous sentence; or

                                    E. cash in an amount equal to one hundred
                           thirty-three percent (133%) of the aggregate
                           Redemption Amount of such shares of Series C
                           Preferred Stock;

                  provided, that if the Company delivers to such Holder a
                  written notice in the form of Annex K to the Main Agreement (a
                  "Business Combination Restriction Notice") no later than the
                  fifteenth (15th) calendar day after and excluding the date on
                  which the proposed Business Combination is first publicly
                  disclosed and no later than the fifteenth (15th) calendar day
                  before and excluding the closing date of such Business
                  Combination, then in lieu of clauses (A), (B), (C), (D) and
                  (E)

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<PAGE>

                  above and all other rights and preferences under this
                  Certificate of Rights and Preferences, the Holder shall
                  receive, on such closing date, in exchange for the shares of
                  Series C Preferred Stock then held by such Holder, (1) the
                  stock and other securities, cash and property to which such
                  Holder would have been entitled upon such closing date if such
                  Holder had, (a) converted such Series C Preferred Stock
                  immediately prior to such closing date or (b) redeemed
                  (notwithstanding any restrictions on redemption existing on
                  such Redemption Notice Date) such Series C Preferred Stock
                  effective upon such closing date, calculated as if the
                  Redemption Notice Date occurred immediately prior to such
                  closing date and the Company had elected to redeem such shares
                  for Registered Common Stock immediately prior thereto (the
                  selection of (a) or (b) shall be made by such Holder in its
                  sole discretion by written notice delivered to the Company no
                  later than the third (3rd) Business Day before and including
                  such closing date; provided that such Holder may change such
                  election at any time if any material change shall occur in (i)
                  the closing date, (ii) the consideration deliverable to Common
                  Stock holders in such Business Combination, (iii) the
                  Acquisition Price, or (iv) any material term or condition of
                  such Business Combination) and (2) in addition to all
                  consideration received by such Holder under clause (1) above,
                  cash equal to the product of (x) the aggregate Redemption
                  Amount of such shares of Series C Preferred Stock multiplied
                  by (y) the Merger Adjustment Percentage and provided further,
                  that if such Holder converts or redeems shares of Series C
                  Preferred Stock on or after the date of delivery of the
                  Business Combination Restriction Notice and before the date of
                  closing of such Business Combination, then in addition to the
                  stock and other securities, cash and property that such Holder
                  has received, or is entitled to receive, upon the conversion
                  or redemption of such shares, such Holder shall be entitled to
                  receive upon the date of closing of such Business Combination
                  the cash amount described in clause (2) above (but not the
                  stock and other securities, cash and property described in
                  clause (1) above) with respect to all such previously
                  converted or redeemed shares. The "Merger Adjustment
                  Percentage" shall equal the product of the Merger Payment
                  Percentage multiplied by a fraction the numerator of which
                  shall be the number of days remaining until the seventh (7th)
                  anniversary of the Issue Date and the denominator of which
                  shall be two thousand five hundred and twenty (2,520);
                  provided that the Merger Adjustment Percentage shall not be
                  less than zero percent (0%). The "Merger Payment Percentage"
                  shall equal (A) fifty percent (50%) minus (B) the product of
                  (1) ten percent (10%) multiplied by (2) the quotient (which
                  shall not be less than zero percent (0%)) of (x) the
                  Acquisition Price in effect on the Business Day immediately
                  preceding the date of such consummation minus the Conversion
                  Price in effect on the Business Day immediately preceding the
                  date of such consummation divided by (y) the Conversion Price
                  in effect on the Business Day immediately preceding the date
                  of such consummation.

                           (ii) Notwithstanding anything contained herein or in
                  the Main Agreement to the contrary, the Company will not
                  effect any Business Combination unless the requirements of
                  Section 11 of the Main Agreement have been met and unless,
                  prior to the consummation thereof, each Person (other than


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<PAGE>

                  the Company) that may be required to deliver any stock,
                  securities, cash or property upon conversion of Series C
                  Preferred Stock as provided herein shall assume, by written
                  instrument delivered to, and reasonably satisfactory to, the
                  Holders of a Majority of the Series C Preferred Stock, (A) the
                  obligations of the Company under this Certificate of Rights
                  and Preferences (and if the Company shall survive the
                  consummation of such transaction, such assumption shall be in
                  addition to, and shall not release the Company from, any
                  continuing obligations of the Company under this Certificate
                  of Rights and Preferences) and (B) the obligation to deliver
                  to the Holders of Series C Preferred Stock such shares of
                  stock, securities, cash or property as, in accordance with the
                  foregoing provisions of this Section 6(F), such Holders may be
                  entitled to receive, and such Person shall have similarly
                  delivered to such Holders an opinion of counsel for such
                  Person, which counsel shall be reasonably satisfactory to
                  Holders of a Majority of the Series C Preferred Stock, stating
                  that the rights of such Holders under this Certificate of
                  Rights and Preferences shall thereafter continue in full force
                  and effect and the terms hereof, including, without
                  limitation, all of the provisions of this Section 6(F) shall
                  be applicable to the stock, securities, cash or property which
                  such Person may be required to deliver upon any conversion of
                  Preferred Stock or exercise of any rights pursuant hereto.

         7. Status of Converted and Redeemed Shares; Limitations on Series C
Preferred Stock. The Company shall return to the status of unauthorized and
undesignated shares of Preferred Stock each share of Series C Preferred Stock
which shall be converted, redeemed or for any other reason acquired by the
Company, and such shares thereafter may have such characteristics and
designations as the Board may determine (subject to Section 5), provided,
however, no share of Series C Preferred Stock which shall be converted, redeemed
or otherwise acquired by the Company shall thereafter be reissued, sold or
transferred by the Company as Series C Preferred Stock. Except as provided in
the Main Agreement, the Company will not issue any further shares of Series C
Preferred Stock. Except for redemptions pursuant to Section 6(B), the Company
shall have no right to redeem the shares of Series C Preferred Stock without the
consent of a Majority of the Holders.




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