Exhibit
4.1

    WARRANT
AGREEMENT

    


    Agreement made as of November 8, 2007
between Capitol Acquisition Corp., a Delaware corporation, with offices at 509
7th
Street, N.W., Washington, D.C. 20004 (“Company”), and Continental Stock Transfer
& Trust Company, a New York corporation, with offices at 17 Battery Place,
New York, New York 10004 (“Warrant Agent”).

    


    WHEREAS, the Company has received
binding commitments (the “Subscription Agreements”) from Mark D. Ein, Amanda
Eilian, Raul J. Fernandez, Piyush Sodha, Richard C. Donaldson, Lawrence Calcano,
Brooke B. Coburn, Arno Penzias, Hugh Panero, Thomas E. Wheeler, Ted Leonsis, Dr.
Jeong H. Kim and ZG Ventures LLC (collectively, the “Sponsors”) to purchase an
aggregate of 7,000,000 warrants to purchase one share of the Company’s common
stock, par value $.0001 per share (“Common Stock”) for $7.50, subject to
adjustment as described herein (“Sponsors’ Warrants”); and

    


    WHEREAS, the Company is engaged in a
public offering (“Public Offering”) of Units and, in connection therewith, has
determined to issue and deliver up to 28,750,000 Warrants (“Public Warrants” and
together with the Sponsors’ Warrants, the “Warrants”) to the public investors,
each Warrant evidencing the right of the holder thereof to purchase one share of
Common Stock for $7.50, subject to adjustment as described herein;
and

    


    WHEREAS, the Company has filed with the
Securities and Exchange Commission a Registration Statement on Form S-1, No.
333-144834 (“Registration Statement”), for the registration, under the
Securities Act of 1933, as amended (“Act”) of, among other securities, the
Warrants and the Common Stock issuable upon exercise of the Warrants;
and

    


    WHEREAS, the Company desires the
Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing
to so act, in connection with the issuance, registration, transfer, exchange,
redemption and exercise of the Warrants; and

    


    WHEREAS, the Company desires to provide
for the form and provisions of the Warrants, the terms upon which they shall be
issued and exercised, and the respective rights, limitation of rights, and
immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    WHEREAS, all acts and things have been
done and performed which are necessary to make the Warrants, when executed on
behalf of the Company and countersigned by or on behalf of the Warrant Agent, as
provided herein, the valid, binding and legal obligations of the Company, and to
authorize the execution and delivery of this Agreement.

    


    NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as
follows:

    


    1.           Appointment of Warrant
Agent.  The Company hereby appoints the Warrant Agent to act as
agent for the Company for the Warrants, and the Warrant Agent hereby accepts
such appointment and agrees to perform the same in accordance with the terms and
conditions set forth in this Agreement.

    


    2.           Warrants.

    


    2.1.        Form of
Warrant.  Each Warrant shall be issued in registered form only,
shall be in substantially the form of Exhibit A hereto, the provisions of which
are incorporated herein and shall be signed by, or bear the facsimile signature
of, the Chairman of the Board or President and Treasurer, Secretary or Assistant
Secretary of the Company and shall bear a facsimile of the Company’s seal. In
the event the person whose facsimile signature has been placed upon any Warrant
shall have ceased to serve in the capacity in which such person signed the
Warrant before such Warrant is issued, it may be issued with the same effect as
if he or she had not ceased to be such at the date of issuance.

    


    2.2.        Effect of
Countersignature.  Unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no
effect and may not be exercised by the holder thereof.

    


    2.3.        Registration.

    


    2.3.1.        Warrant
Register.  The Warrant Agent shall maintain books (“Warrant
Register”), for the registration of original issuance and the registration of
transfer of the Warrants.  Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the
respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the
Company.



    
      
         


      

      
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    2.3.2.        Registered
Holder.  Prior to due presentment for registration of transfer
of any Warrant, the Company and the Warrant Agent may deem and treat the person
in whose name such Warrant shall be registered upon the Warrant Register
(“registered holder”), as the absolute owner of such Warrant and of each Warrant
represented thereby (notwithstanding any notation of ownership or other writing
on the Warrant Certificate made by anyone other than the Company or the Warrant
Agent), for the purpose of any exercise thereof, and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the
contrary.

    


    2.4.        Detachability of
Warrants.  The securities comprising the Units will not be
separately transferable until 35 days after the date hereof unless Citigroup
Global Markets Inc. (“Citigroup”) informs the Company of its decision to allow
earlier separate trading, but in no event will Citigroup allow separate trading
of the securities comprising the Units until the Company files a Current Report
on Form 8-K which includes an audited balance sheet reflecting the receipt by
the Company of the gross proceeds of the Public Offering including the proceeds
received by the Company from the exercise of the Underwriter’s over-allotment
option, if the over-allotment option is exercised prior to the filing of the
Form 8-K.

    


    2.5         Sponsors’
Warrants.  The Sponsors’ Warrants will be issued in the same
form as the Public Warrants but they (i) will not be transferable or salable
until the Company completes a business combination (subject to the terms of the
Subscription Agreements) and (ii) will be exercisable on a cashless basis and
will be non-redeemable by the Company so long as they are held by the Sponsors
or their permitted transferees (as described in the Subscription
Agreements).

    


    3.           Terms and Exercise of
Warrants

    


    3.1.        Warrant
Price.  Each Warrant shall, when countersigned by the Warrant
Agent, entitle the registered holder thereof, subject to the provisions of such
Warrant and of this Warrant Agreement, to purchase from the Company the number
of shares of Common Stock stated therein, at the price of $7.50 per whole share,
subject to the adjustments provided in Section 4 hereof and in the last sentence
of this Section 3.1.  The term “Warrant Price” as used in this Warrant
Agreement refers to the price per share at which Common Stock may be purchased
at the time a Warrant is exercised.  The Company in its sole
discretion may lower the Warrant Price at any time prior to the Expiration Date
for a period of not less than 10 business days; provided, however, that any such
reduction shall be identical in percentage terms among all of the
Warrants.



    
      
         


      

      
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    3.2.        Duration of
Warrants.  A Warrant may be exercised only during the period
(“Exercise Period”) commencing on the later of (i) the consummation by the
Company of a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or other similar business combination (“Business Combination”)
(as described more fully in the Company’s Registration Statement) and (ii)
November 8, 2008, and terminating at 5:00 p.m., New York City time on the
earlier to occur of (i) November 7, 2012 or (ii) the date fixed for
redemption of the Warrants as provided in Section 6 of this Agreement
(“Expiration Date”).  Except with respect to the right to receive the
Redemption Price (as set forth in Section 6 hereunder), each Warrant not
exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement shall cease at
the close of business on the Expiration Date.  The Company in its sole
discretion may extend the duration of the Warrants by delaying the Expiration
Date; provided, however, that the Company will provide notice to registered
holders of the Warrants of such extension of not less than 20 days.

    


    3.3.        Exercise of
Warrants.

    


    3.3.1.       
Payment.  Subject
to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
countersigned by the Warrant Agent, may be exercised by the registered holder
thereof by surrendering it, at the office of the Warrant Agent, or at the office
of its successor as Warrant Agent, in the Borough of Manhattan, City and State
of New York, with the subscription form, as set forth in the Warrant, duly
executed, and by paying in full the Warrant Price for each full share of Common
Stock as to which the Warrant is exercised and any and all applicable taxes due
in connection with the exercise of the Warrant, as follows:

    


    (a) in
cash, good certified check or good bank draft payable to the order of the
Company (or as otherwise agreed to by the Company);

    


    (b) in
the event of redemption pursuant to Section 6 hereof in which the Company’s
management has elected to force all holders of Warrants to exercise such
Warrants on a “cashless basis,” by surrendering the Warrants for that number of
shares of Common Stock equal to the quotient obtained by dividing (x) the
product of the number of shares of Common Stock underlying the Warrants,
multiplied by the difference between the Warrant Price and the “Fair Market
Value” by (y) the Fair Market Value. Solely for purposes of this Section
3.3.1(b), the “Fair Market Value” shall mean the average reported last sale
price of the Common Stock for the 10 trading days ending on the third trading
day prior to the date on which the notice of redemption is sent to holders of
Warrant pursuant to Section 6 hereof; or



    
      
         


      

      
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    (c) with
respect to any Sponsors’ Warrants, so long as such Sponsors’ Warrants are held
by the Sponsors or their permitted transferees (as described in the Subscription
Agreements), by surrendering such Sponsors’ Warrants for that number of shares
of Common Stock equal to the quotient obtained by dividing (x) the product of
the number of shares of Common Stock underlying the Warrants, multiplied by the
difference between the exercise price of the Warrants and the “Fair Market
Value” by (y) the Fair Market Value.  Solely for purposes of this
Section 3.3.1(c), the “Fair Market Value” shall mean the average last sales
price of the Common Stock in the principal trading market for the Common Stock
as reported by any national securities exchange or quoted on the NASD OTC
Bulletin Board (or successor exchange), as the case may be, for the five trading
days ending on the trading day preceding the date the Sponsors’ Warrants are
exercised.

    


    3.3.2.        Issuance of
Certificates.  As soon as practicable after the exercise of any
Warrant and the clearance of the funds in payment of the Warrant Price, the
Company shall issue to the registered holder of such Warrant a certificate or
certificates for the number of full shares of Common Stock to which he is
entitled, registered in such name or names as may be directed by him, her or it,
and if such Warrant shall not have been exercised in full, a new countersigned
Warrant for the number of shares as to which such Warrant shall not have been
exercised.  Subject to Section 7.4 and notwithstanding the foregoing,
the Company shall not be obligated to deliver any securities pursuant to the
exercise of a Warrant and shall have no obligation to settle such Warrant
exercise unless a registration statement under the Act with respect to the
Common Stock issuable upon exercise of the Warrants is effective and a current
prospectus relating to such Common Stock is available, or in the opinion of
counsel to the Company, the exercise of the Warrants is exempt from the
registration requirements of the Act and such securities are qualified for sale
or exempt from qualification under applicable securities laws of the states or
other jurisdictions in which the registered holders reside. For purposes of
clarification, in no event will a Sponsors’ Warrant be exercised unless a
registration statement under the Act relating to the Common Stock issuable upon
exercise of the Public Warrants is effective and a current prospectus relating
to such Common Stock is available.  In the event that a registration
statement with respect to the Common Stock underlying a Warrant is not effective
under the Act and a current prospectus relating to such Common Stock is not
available, the holder of such Warrant shall not be entitled to exercise such
Warrant and such Warrant may have no value and expire worthless. In no event
will the Company be required to net cash settle the exercise of the Public
Warrants. Warrants may not be exercised by, or securities issued to, any
registered holder in any state in which such exercise would be unlawful. In the
event that a registration statement is not effective for the exercised Warrants
and a current prospectus relating to such Common Stock is not available, the
purchaser of a unit containing such Warrant, will have paid the full purchase
price for the unit solely for the shares included in such unit.


    
      
         


      

      
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    3.3.3.        Valid
Issuance.  All shares of Common Stock issued upon the proper
exercise of a Warrant in conformity with this Agreement shall be validly issued,
fully paid and nonassessable.

    


    3.3.4.        Date of
Issuance.  Each person in whose name any such certificate for
shares of Common Stock is issued shall for all purposes be deemed to have become
the holder of record of such shares on the date on which the Warrant was
surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the close of
business on the next succeeding date on which the stock transfer books are
open.

    


    3.3.5.        Intentionally
Omitted.

    


    4.           Adjustments.

     

    The
number of shares of Common Stock issuable upon the exercise of each Warrant is
subject to adjustment from time to time upon the occurrence of the events
enumerated in this Section 4.  For purposes of this Section 4, “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.

     

    4.1           Adjustment for Change in
Capital Stock.  If the Company:

     

    (1)           pays
a dividend or makes a distribution on its Common Stock in either case in shares
of its Common Stock;

     

    (2)           subdivides
its outstanding shares of Common Stock into a greater number of
shares;

     

    (3)           combines
its outstanding shares of Common Stock into a smaller number of
shares;

     

    (4)           makes
a distribution on its Common Stock in shares of its capital stock other than
Common Stock; or


    
      
         


      

      
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    (5)           issues
by reclassification of its Common Stock any shares of its capital
stock,

     

    then the
number of shares of Common Stock issuable upon exercise of each Warrant
immediately prior to such action shall be proportionately adjusted so that the
holder of any Warrant thereafter exercised shall receive the aggregate number
and kind of shares of 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.

     

    Such
adjustment shall be made successively whenever any event listed above shall
occur.

     

    4.2        
Adjustment for Rights
Issue. If the Company distributes any rights, options or warrants to all
holders of its Common Stock entitling them to purchase shares of Common Stock at
a price per share less than the Closing Price per share on the Business Day
immediately preceding the ex-dividend date for such distribution of rights,
options or warrants, the number of shares of Common Stock issuable upon exercise
of each Warrant shall be adjusted in accordance with the formula:

    


    N’   =
  N    x     O           +            A

                                 O  +  (A
x P/M)

    where:

     

    
      N’ = the
adjusted number of shares of Common Stock issuable upon exercise of each
Warrant.

    

     

    
      N =
 the current number of shares of Common Stock issuable upon exercise of
each Warrant.

    

     

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

    

     

    
      A = 
the number of additional shares of Common Stock issuable pursuant to such rights
or warrants.

    

     

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

    

     

    
      M = the
Closing Price per share of Common Stock on the record
date.

    


    
      
         


      

      
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    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 number of shares of Common Stock issuable upon exercise
of each Warrant shall be immediately readjusted to what it would have been if
“N” in the above formula had been the number of shares actually
issued.

     

    4.3         Adjustment for Other
Distributions.  If the Company distributes to all holders of
its Common Stock any of its assets (including cash) or debt securities or any
rights, options or warrants to purchase debt securities, assets or other
securities of the Company (other than Common Stock), the number of shares of
Common Stock issuable upon exercise of each Warrant shall be adjusted in
accordance with the formula:

     

    N’    =
   N    x          M    

                                                                            M  -  F

    where:

     

    
      	
               
      

            	
              N’
      =

            	
              the
      adjusted number of shares of Common Stock issuable upon exercise of each
      Warrant.

            


    

     

    
      	
               
      

            	
              N  =

            	
              the
      current number of shares of Common Stock issuable upon exercise of each
      Warrant.

            


    

     

    
      	
               
      

            	
              M  =

            	
              the
      Closing Price per share of Common Stock on the Business Day immediately
      preceding the ex-dividend date for such
  distribution.

            


    

     

    
      	
               
      

            	
              F  =

            	
              the
      fair market value on the ex-dividend date for such distribution of the
      assets, securities, rights or warrants distributable to one share of
      Common Stock after taking into account, in the case of any rights, options
      or warrants, the consideration required to be paid upon exercise
      thereof.  The Board of Directors shall reasonably determine the
      fair market value in good faith.

            


    

     

    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 such distribution.


    
      
         


      

      
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    This
Section 4.3 does not apply to regular quarterly cash dividends including
increases thereof or rights, options or warrants referred to in Section
4.2.  If any adjustment is made pursuant to this Section 4.3 as a
result of the issuance of rights, options or warrants and at the end of the
period during which any such rights, options or warrants are exercisable, not
all such rights, options or warrants shall have been exercised, the Warrant
shall be immediately readjusted as if “F” in the above formula was the fair
market value on the ex-dividend date for such distribution of the indebtedness
or assets actually distributed upon exercise of such rights, options or warrants
divided by the number of shares of Common Stock outstanding on the ex-dividend
date for such distribution.  Notwithstanding anything to the contrary
contained in this Section 4.3, if “M-F” in the above formula is less than $1.00,
the Company may elect to, and if “M-F” or is a negative number, the Company
shall, in lieu of the adjustment otherwise required by this Section 4.3,
distribute to the holders of the Warrants, upon exercise thereof, the evidences
of indebtedness, assets, rights, options or warrants (or the proceeds thereof)
which would have been distributed to such holders had such Warrants been
exercised immediately prior to the record date for such
distribution.

     

    4.4         Adjustment for Common Stock
Issue. If the Company issues shares of Common Stock for a consideration
per share less than the Closing Price per share on the date the Company fixes
the offering price of such additional shares, the number of shares of Common
Stock issuable upon exercise of each Warrant shall be adjusted in accordance
with the formula:

     

    


    N’   =
   N    x      
       A  
      

                        O    +   P/M

     

    where:

     

    
      	
               
      

            	
              N’
      =

            	
              the
      adjusted number of shares of Common Stock issuable upon exercise of each
      Warrant.

            


    

     

    
      	
               
      

            	
              N  =

            	
              the
      current number of shares of Common Stock issuable upon exercise of each
      Warrant.

            


    

     

    
      	
               
      

            	
              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
      Closing Price 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.

    


    
      
         


      

      
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    This
Section 4.4 does not apply to:

     

    (1)        any
of the transactions described in Sections 4.2 and 4.3,

     

    (2)        the
exercise of Warrants, or the conversion or exchange of other securities
convertible or exchangeable for Common Stock, or the issuance of Common Stock
upon the exercise of rights or warrants issued to the holders of Common
Stock,

     

    (3)        Common
Stock (and options exercisable therefor) issued to the Company’s employees,
officers, directors, consultants or advisors (whether or not still in such
capacity on the date of exercise) under bona fide employee benefit plans or
stock option plans adopted by the board of directors of the Company and approved
by the holders of Common Stock when required by law, if such Common Stock would
otherwise be covered by this Section 4.4,

     

    (4)        Common
Stock issued in a bona fide public offering for cash,

     

    (5)        Common
Stock issued in a bona fide private placement to non-affiliates of the Company,
including without limitation the issuance of equity as consideration or partial
consideration for acquisitions from persons that are not affiliates of the
Company.

     

    4.5         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 Sections 4.2 and 4.3) for a consideration per share of Common Stock
initially deliverable upon conversion or exchange of such securities less than
the Closing Price per share on the date of issuance of such securities, the
number of shares of Common Stock issuable upon exercise of each Warrant shall be
adjusted in accordance with this formula:

    


    N’    =
   N    x         O     +     D

       
O   +   P/M

     

    where:

     

    
      	
               
      

            	
              N’
      =

            	
              the
      adjusted number of shares of Common Stock issuable upon exercise of each
      Warrant.

            


    

     

    
      	
               
      

            	
              N  =

            	
              the
      current number of shares of Common Stock issuable upon exercise of each
      Warrant.

            


    

     

    
      	
               
      

            	
              O  =

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

            


    


    
      
         


      

      
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              P  =

            	
              the
      aggregate consideration received for the issuance of such
      securities.

            


    

     

    
      	
               
      

            	
              M  =

            	
              the
      Closing Price 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 number
of shares of Common Stock issuable upon exercise of each Warrant shall promptly
be readjusted to what it would have been 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
Section 4.5 does not apply to:

     

    (1)           convertible
securities issued in a bona fide public offering for cash; or

     

    (2)           convertible
securities issued in a bona fide private placement to non-affiliates of the
Company, including the issuance of convertible securities as consideration or
partial consideration for acquisitions from persons that are not affiliates of
the Company.

     

    4.6           Adjustment for Tender or
Exchange Offer. If the Company or any of its subsidiaries makes a payment
in respect of a tender offer or exchange offer for the Common Stock, if the cash
and value of any other consideration included in the payment per share of the
Common Stock exceeds the Closing Price of the Common Stock on the trading day
next succeeding the last date on which tenders or exchanges may be made pursuant
to such tender or exchange offer, the number of shares of Common Stock issuable
upon exercise of each Warrant will be increased based on the following
formula:

     

    
      

       

      where,

       

      
        	 	
                N’ =

              	
                the
      adjusted number of shares of Common Stock issuable upon exercise of each
      Warrant;

              


      

       

      
        	 	
                No =

              	
                the
      current number of shares of Common Stock issuable upon exercise of each
      warrant;

              


      
 

      
        
           


        

        
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                AC =

              	
                the
      aggregate value of all cash and any other consideration (as determined by
      the board of directors of the Company) paid or payable for shares
      purchased in such tender or exchange
offer;

              


      

       

      
        	 	
                Oso =

              	
                the
      number of shares of Common Stock outstanding immediately prior to the date
      such tender or exchange offer
expires;

              


      

       

      
        	 	
                OS’ =

              	
                the
      number of shares of Common Stock outstanding immediately after the date
      such tender or exchange offer expires;
and

              


      

       

      
        	 	
                SP’
      =

              	
                the
      Closing Price of the Common Stock on the trading day next succeeding the
      date such tender or exchange offer
expires.

              


      

       

      The
adjustment shall be made successively and shall become effective immediately
following the date such tender or exchange offer expires.

       

      4.7          Consideration
Received. For purposes of any computation respecting consideration
received pursuant to Sections 4.4, 4.5 and 4.6, 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 or other sale or disposition 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 reasonably determined by the board of
directors of the Company (irrespective of the accounting treatment thereof) and
described in a board resolution which shall be filed with the Warrant Agent;
and

       

      (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 for the maximum number of shares used to
calculate the adjustment  (the consideration in each case to be
determined in the same manner as provided in clauses (1) and (2) of this Section
4.7).


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      4.8          Defined Terms; When De
Minimis Adjustment May Be Deferred. As used in this Section
4:

       

      (1)          The
“Closing Price” of the Common Stock on any date of determination
means;

       

      
        	
                 
      

              	
                (i)

              	
                the
      closing sale price for the regular trading session (without considering
      after hours or other trading outside regular trading session hours) of the
      Common Stock (regular way) on the American Stock Exchange on that date
      (or, if no closing price is reported, the last reported sale price during
      that regular trading session),

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                if
      the Common Stock is not listed for trading on the American Stock Exchange
      on that date, as reported in the composite transactions for the principal
      United States securities exchange on which the Common Stock is so
      listed,

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                if
      the Common Stock is not so reported, the last quoted bid price for the
      Common Stock in the over-the-counter market as reported by the OTC
      Bulletin Board, the National Quotation Bureau or similar organization,
      or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                if
      the Common Stock is not so quoted, the average of the mid-point of the
      last bid and ask prices for the Common Stock from at least three
      nationally recognized investment banking firms that the Company selects
      for this purpose.

              


      

       

      (2)           “ex-dividend
date” means the first date on which the shares of Common Stock trade on the
applicable exchange or in the applicable market, regular way, without the right
to receive the issuance or distribution in question;

       

      (3)           “trading
day” means, with respect to the Common Stock or any other security, a day during
which (i) trading in the Common Stock or such other security generally occurs,
(ii) there is no market disruption event (as defined below) and (iii) a Closing
Price for the Common Stock or such other security (other than a Closing Price
referred to in the next to last clause of such definition) is available for such
day; provided that if
the Common Stock or such other security is not admitted for trading or quotation
on or by any exchange, bureau or other organization, “trading day” will mean any
Business Day;


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      (4)           “market
disruption event” means, with respect to the Common Stock or any other security,
the occurrence or existence of more than one-half hour period in the aggregate
or any scheduled trading day for the Common Stock or such other security of any
suspension or limitation imposed on trading (by reason of movements in price
exceeding limits permitted by the stock exchange or otherwise) in the Common
Stock or such other security or in any options, contract, or future contracts
relating to the Common Stock or such other security, and such suspension or
limitation occurs or exists at any time before 1:00 p.m. (New York time) on such
day; and

       

      (5)           “Business
Day” means, any day on which the American Stock Exchange is open for trading and
which is not a Saturday, a Sunday or any other day on which banks in the City of
New York, New York, are authorized or required by law to close.

       

       No
adjustment in the number of shares of Common Stock issuable upon exercise of
each Warrant need be made unless the adjustment would require an increase or
decrease of at least 1% in such number.  Any adjustments that are not
made shall be carried forward and taken into account in any subsequent
adjustment.

       

       All
calculations under this Section 4 shall be made to the nearest cent or to the
nearest 1/100th of a share, as the case may be.

       

      4.9         
When No Adjustment
Required. No adjustment need be made for a transaction referred to in
Sections 4.2, 4.3, 4.4, 4.5 or 4.6 if Warrant holders are to participate,
without requiring the Warrants to be exercised, in the transaction on a basis
and with notice that the board of directors of the Company reasonably determines
to be fair and appropriate in light of the basis and notice on which holders of
Common Stock participate in the transaction.

       

       No
adjustment need be made for a change in the par value or no par value of the
Common Stock.

       

       To
the extent the Warrants become convertible into cash, no adjustment need be made
thereafter as to the amount of cash into which such Warrants are
exercisable.  Interest will not accrue on the cash.

       

      4.10        
Notice of
Adjustment. Whenever the number of shares of Common Stock issuable upon
exercise of each Warrant is adjusted, the Company shall provide the notices
required by Section 4.19 hereof.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      4.11        Notice of Certain
Transactions. If:

       

      (1)           the
Company takes any action that would require an adjustment in the Warrant Price
pursuant to Sections 4.1, 4.2, 4.3, 4.4, 4.5 or 4.6 and if the Company does not
arrange for Warrant holders to participate pursuant to Section 4.9;

       

      (2)           the
Company takes any action that would require a supplemental Warrant Agreement
pursuant to Section 4.12; or

       

      (3)           there
is a liquidation or dissolution of the Company,

       

      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.

       

      4.12        Reorganization of
Company. 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 such holder had exercised the Warrant immediately before the
effective date of the transaction; provided that (i) if the
holders of Common Stock were entitled to exercise a right of election as to the
kind or amount of securities, cash or other assets receivable upon such
consolidation or merger, then the kind and amount of securities, cash or other
assets for which each Warrant shall become exercisable shall be deemed to be the
weighted average of the kind and amount received per share by the holders of
Common Stock in such consolidation or merger that affirmatively make such
election or (ii) if a tender or exchange offer shall have been made to and
accepted by the holders of Common Stock under circumstances in which, upon
completion of such tender or exchange offer, the maker thereof, together with
members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange
Act) of which such maker is a part, and together with any affiliate or associate
of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any
members of any such group of which any such affiliate or associate is a part,
own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more
than 50% of the outstanding shares of Common Stock, the holder of a Warrant
shall be entitled to receive the highest amount of cash, securities or other
property to which such holder would actually have been entitled as a shareholder
if such Warrant holder had exercised the Warrant prior to the expiration of such
tender or exchange offer, accepted such offer and all of the Common Stock held
by such holder had been purchased pursuant to such tender or exchange offer,
subject to adjustments (from and after the consummation of such tender or
exchange offer) as nearly equivalent as possible to the adjustments provided for
in this Section 4.  Concurrently with the consummation of any such
transaction, the corporation or other entity 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 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 4.  The successor Company shall mail to Warrant holders a
notice describing the supplemental Warrant Agreement.


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      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.

       

      If this
Section 4.12 applies, Sections 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6 do not
apply.

       

      4.13        Warrant Agent’s
Disclaimer. The Warrant Agent has no duty to determine when an adjustment
under this Section 4 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 4.12 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 4.

       

      4.14        When Issuance or Payment May
Be Deferred. In any case in which this Section 4 shall require that an
adjustment in the number of shares of Common Stock issuable upon exercise of
each Warrant 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 number of shares of Common Stock
issuable upon exercise of each Warrant and (ii) paying to such holder any amount
in cash in lieu of a fractional share pursuant to Section 4.18 hereof; provided, however, 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.


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      4.15        Adjustment in Warrant
Price. Upon each event that provides for an adjustment of the number of
shares of Common Stock issuable upon exercise of each Warrant pursuant to this
Section 4, each Warrant outstanding prior to the making of the adjustment shall
thereafter have an adjusted Warrant Price (calculated to the nearest ten
millionth) obtained from the following formula:

      
         

        

         

        where:

         

        
          	 	
                  E’=

                	
                  the
      adjusted Warrant Price.

                


        

         

        
          	 	
                  E
      =

                	
                  the
      Warrant Price prior to adjustment.

                


        

         

        
          	
                   
      

                	
                  N’
      =

                	
                  the
      adjusted number of Warrant Shares issuable upon exercise of a Warrant by
      payment of the adjusted Warrant
Price.

                


        

         

        
          	
                   
      

                	
                  N  =

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

                


        

         

        Following
any adjustment to the Warrant Price pursuant to this Section 4, the amount
payable, when adjusted and together with any consideration allocated to the
issuance of the Warrants, shall never be less than the par value per Warrant
Share at the time of such adjustment.  Such adjustment shall be made
successively whenever any event listed above shall occur.

         

        4.16        Form of Warrants.
Irrespective of any adjustments in the number or kind of shares issuable upon
the exercise of the Warrants or the Warrant Price, Warrants theretofore or
thereafter issued may continue to express the same number and kind of shares and
Warrant Price as are stated in the Warrants initially issuable pursuant to this
Agreement.

         

        4.17        Other Dilutive
Events. In case any event shall occur affecting the Company, as to which
the provisions of this Section 4 are not strictly applicable, but would impact
the holders of Warrants adversely as compared to holders of Common Stock, and
the failure to make any adjustment would not fairly protect the purchase rights
represented by the Warrants in accordance with the essential intent and
principles of this Section then, in each such case, the Company shall appoint a
firm of independent public accountants, investment banking or other appraisal
firm of recognized national standing which shall give their opinion upon the
adjustment, if any, on a basis consistent with the essential intent and
principles established in this Section 4, necessary to preserve, without
dilution, the purchase rights represented by the Warrants.


        
          
             


          

          
            17

            
              

            

          

          
             


          

        


        4.18        Fractional Interests.
The Company shall not be required to issue fractional shares of Common Stock 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
shares of Common Stock which shall be issuable upon the exercise thereof shall
be computed on the basis of the aggregate number of shares of Common Stock
purchasable on exercise of the Warrants so presented.  If any fraction
of a shares of Common Stock would, except for the provisions of this Section
4.18, be issuable on the exercise of any Warrants (or specified portion
thereof), the Company shall pay an amount in cash equal to the fair market value
on the day immediately preceding the date the Warrant is presented for exercise,
multiplied by such fraction.

         

        4.19        Notices to Warrant
Holders.  Upon any adjustment of the Warrant Price pursuant to
Section 4, the Company shall promptly thereafter, and in any event within five
days, (i) cause to be filed with the Warrant Agent a certificate executed
by the Chief Financial Officer of the Company setting forth the number of shares
of Common Stock issuable upon exercise of each Warrant after such adjustment and
setting forth in reasonable detail the method of calculation and the facts upon
which such calculations are based, and (ii) cause to be given to each of
the registered holders of the Warrant Certificates at his address appearing on
the Warrant register 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 4.19.  The Warrant Agent shall be
fully protected in relying on any such certificate and on any adjustment therein
contained and shall not be deemed to have knowledge of such adjustment unless
and until it shall have received such certificate.

         

        In
case:

         

        (a)           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; or

         

        (b)           the
Company shall authorize the distribution to all holders of shares of Common
Stock of evidences of its indebtedness or assets (other than regular cash
dividends or dividends payable in shares of Common Stock or distributions
referred to in Section 4.2 hereof); or


        
          
             


          

          
            18

            
              

            

          

          
             


          

        


        (c)           of
any consolidation or merger to which the Company is a party and for which
approval of any shareholders 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;
or

         

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

         

        (e)           the
Company proposes to take any action not specified above which would require an
adjustment of the Warrant Price pursuant to Section 4 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 the Warrant Certificates at his
address appearing on the Warrant register, at least 10 calendar days prior to
the applicable record date hereinafter specified, or as promptly as practicable
under the circumstances in the case of events for which there is no record date,
by first-class mail, postage prepaid, a written notice stating (i) 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,
or (ii) the initial expiration date set forth in any tender offer or
exchange offer for shares of Common Stock, or (iii) 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 4.19 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.

         

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


        
          
             


          

          
            19

            
              

            

          

          
             


          

        


        4.           Transfer and Exchange of
Warrants.

        


        4.1.           Registration of
Transfer.  The Warrant Agent shall register the transfer, from
time to time, of any outstanding Warrant upon the Warrant Register, upon
surrender of such Warrant for transfer, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for
transfer.  Upon any such transfer, a new Warrant representing an equal
aggregate number of Warrants shall be issued and the old Warrant shall be
cancelled by the Warrant Agent.  The Warrants so cancelled shall be
delivered by the Warrant Agent to the Company from time to time upon
request.

        


        4.2.           Procedure for Surrender of
Warrants.  Warrants may be surrendered to the Warrant Agent,
together with a written request for exchange or transfer, and thereupon the
Warrant Agent shall issue in exchange therefor one or more new Warrants as
requested by the registered holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants; provided, however, that in the event that
a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent
shall not cancel such Warrant and issue new Warrants in exchange therefor until
the Warrant Agent has received an opinion of counsel for the Company stating
that such transfer may be made and indicating whether the new Warrants must also
bear a restrictive legend.

        


        4.3.           Fractional
Warrants.  The Warrant Agent shall not be required to effect
any registration of transfer or exchange which will result in the issuance of a
warrant certificate for a fraction of a warrant.

        


        4.4.           Service
Charges.  No service charge shall be made for any exchange or
registration of transfer of Warrants.

        


        4.5.           Warrant Execution and
Countersignature.  The Warrant Agent is hereby authorized to
countersign and to deliver, in accordance with the terms of this Agreement, the
Warrants required to be issued pursuant to the provisions of this Section 5, and
the Company, whenever required by the Warrant Agent, will supply the Warrant
Agent with Warrants duly executed on behalf of the Company for such
purpose.


        
          
             


          

          
            20

            
              

            

          

          
             


          

        


        5.           Redemption.

        


        5.1.           Redemption.  Subject
to Section 6.4 hereof, not less than all of the outstanding Warrants may be
redeemed, at the option of the Company, at any time while they are exercisable
and so long as an effective registration statement covering the shares of common
stock issuable upon exercise of the Warrants is current and available throughout
the “30-day redemption period” (defined below) and prior to their expiration, at
the office of the Warrant Agent, upon the notice referred to in Section 6.2, at
the price of $.01 per Warrant (“Redemption Price”), provided that the last sales
price of the Common Stock has been at least $14.25 per share (subject to
adjustment in accordance with Section 4 hereof), on each of twenty (20) trading
days within any thirty (30) trading day period ending on the third business day
prior to the date on which notice of redemption is given.

        


        5.2.           Date Fixed for, and Notice
of, Redemption.  In the event the Company shall elect to redeem
all of the Warrants, the Company shall fix a date for the redemption. Notice of
redemption shall be mailed by first class mail, postage prepaid, by the Company
not less than 30 days prior to the date fixed for redemption (the “30-day
redemption period”) to the registered holders of the Warrants to be redeemed at
their last addresses as they shall appear on the registration books. Any notice
mailed in the manner herein provided shall be conclusively presumed to have been
duly given whether or not the registered holder received such
notice.

        


        5.3.           Exercise After Notice of
Redemption.  The Warrants may be exercised for cash (or on a
“cashless basis” in accordance with Section 3.3.1 of this Agreement) at any time
after notice of redemption shall have been given by the Company pursuant to
Section 6.2 hereof and prior to the time and date fixed for redemption. On and
after the redemption date, the record holder of the Warrants shall have no
further rights except to receive, upon surrender of the Warrants, the Redemption
Price.

        


        6.4    
       Exclusion of Certain
Warrants. Any of the Sponsors’ Warrants shall not be redeemable by the
Company as long as such Sponsors’ Warrants continue to be held by the Sponsors
or their permitted transferees (as described in the Subscription Agreements).
However, once the Sponsors or their permitted transferees transfer such
Sponsors’ Warrants, such Sponsors’ Warrants shall then be redeemable by the
Company pursuant to Section 6 hereof.


        
          
             


          

          
            21

            
              

            

          

          
             


          

        


        6.           Other Provisions Relating to
Rights of Holders of Warrants.

        


        6.1.           No Rights as
Stockholder.  A Warrant does not entitle the registered holder
thereof to any of the rights of a stockholder of the Company, including, without
limitation, the right to receive dividends, or other distributions, including
the right to participate in any liquidation of the trust account (as described
in the Registration Statement), exercise any preemptive rights 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.

        


        6.2.           Lost, Stolen, Mutilated, or
Destroyed Warrants.  If any Warrant is lost, stolen, mutilated,
or destroyed, the Company and the Warrant Agent may on such terms as to
indemnity or otherwise as they may in their discretion impose (which shall, in
the case of a mutilated Warrant, include the surrender thereof), issue a new
Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed.  Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable
by anyone.

        


        6.3.           Reservation of Common
Stock.  The Company shall at all times reserve and keep
available a number of its authorized but unissued shares of Common Stock that
will be sufficient to permit the exercise in full of all outstanding Warrants
issued pursuant to this Agreement.

        


        6.4.           Registration of Common
Stock.  The Company agrees that prior to the commencement of
the Exercise Period, it shall use its best efforts to file with the Securities
and Exchange Commission a post-effective amendment to the Registration
Statement, or a new registration statement, for the registration, under the Act,
of, and it shall use its best efforts to take such action as is necessary to
qualify for sale, in those states in which the Warrants were initially offered
by the Company, the Common Stock issuable upon exercise of the
Warrants.  In either case, the Company will use its best efforts to
cause the same to become effective and to maintain the effectiveness of such
registration statement until the expiration of the Warrants in accordance with
the provisions of this Agreement.  The Warrants shall not be
exercisable and the Company shall not be obligated to issue Common Stock unless,
at the time a holder seeks to exercise the Warrants, a prospectus relating to
Common Stock issuable upon exercise of the Warrants is current and the Common
Stock has been registered or qualified or deemed to be exempt under the
securities laws of the state of residence of the holder of the
Warrants.  The provisions of this Section 7.4 may not be
modified, amended or deleted without the prior written consent of
Citigroup.


        
          
             


          

          
            22

            
              

            

          

          
             


          

        


        7.           Concerning the Warrant Agent
and Other Matters.

        


        7.1.         Payment of
Taxes.  The Company will from time to time promptly pay all
taxes and charges that may be imposed upon the Company or the Warrant Agent in
respect of the issuance or delivery of shares of Common Stock upon the exercise
of Warrants, but the Company shall not be obligated to pay any transfer taxes in
respect of the Warrants or such shares.

        


        7.2.         Resignation, Consolidation,
or Merger of Warrant Agent.

        


        7.2.6.       Appointment of Successor
Warrant Agent.  The Warrant Agent, or any successor to it
hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in writing
to the Company.  If the office of the Warrant Agent becomes vacant by
resignation or incapacity to act or otherwise, the Company shall appoint in
writing a successor Warrant Agent in place of the 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 resignation or incapacity by the Warrant
Agent or by the holder of the Warrant (who shall, with such notice, submit his
Warrant for inspection by the Company), then the holder of any Warrant may apply
to the Supreme Court of the State of New York for the County of New York for the
appointment of a successor Warrant Agent at the Company’s cost.  Any
successor Warrant Agent, whether appointed by the Company or by such court,
shall be a corporation organized and existing under the laws of the State of New
York, in good standing and having its principal office in the Borough of
Manhattan, City and State of New York, and authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
federal or state authority.  After appointment, any successor Warrant
Agent shall be vested with all the authority, powers, rights, immunities,
duties, and obligations of its predecessor Warrant Agent with like effect as if
originally named as Warrant Agent hereunder, without any further act or deed;
but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an
instrument transferring to such successor Warrant Agent all the authority,
powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and
deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.

        


        7.2.7.       Notice of Successor Warrant
Agent.  In the event a successor Warrant Agent shall be
appointed, the Company shall give notice thereof to the predecessor Warrant
Agent and the transfer agent for the Common Stock not later than the effective
date of any such appointment.


        
          
             


          

          
            23

            
              

            

          

          
             


          

        

      

    

    


    7.2.8.  Merger or Consolidation of
Warrant Agent.  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
shall be the successor Warrant Agent under this Agreement without any further
act.

    


    7.3.        Fees and Expenses of Warrant
Agent.

    


    7.3.1.  Remuneration.  The
Company agrees to pay the Warrant Agent reasonable remuneration for its services
as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand
for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder.

    


    7.3.2.  Further
Assurances.  The Company agrees to perform, execute,
acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may
reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.

    


    7.4.        Liability of Warrant
Agent.

    


    7.4.1.  Reliance on Company
Statement.  Whenever in the performance of its duties under
this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable
that any fact or matter be proved or established by the Company prior to taking
or suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the President or
Chairman of the Board of the Company and delivered to the Warrant
Agent.  The Warrant Agent may rely upon such statement for any action
taken or suffered in good faith by it pursuant to the provisions of this
Agreement.

    


    7.4.2.   Indemnity.  The
Warrant Agent shall be liable hereunder only for its own negligence, willful
misconduct or bad faith.  The Company agrees to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including judgments,
costs and reasonable counsel fees, for anything done or omitted by the Warrant
Agent in the execution of this Agreement except as a result of the Warrant
Agent’s negligence, willful misconduct, or bad faith.


    
      
         


      

      
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    7.4.3.    Exclusions.  The
Warrant Agent shall have no responsibility with respect to the validity of this
Agreement or with respect to the validity or execution of any Warrant (except
its countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Warrant; nor shall it be responsible to make any adjustments required under the
provisions of Section 4 hereof or responsible for the manner, method, or amount
of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any
shares of Common Stock to be issued pursuant to this Agreement or any Warrant or
as to whether any shares of Common Stock will when issued be valid and fully
paid and nonassessable.

    


    7.5.        Acceptance of
Agency.  The Warrant Agent hereby accepts the agency
established by this Agreement and agrees to perform the same upon the terms and
conditions herein set forth and among other things, shall account promptly to
the Company with respect to Warrants exercised and concurrently account for, and
pay to the Company, all moneys received by the Warrant Agent for the purchase of
shares of Common Stock through the exercise of Warrants.

    


    8.           Miscellaneous
Provisions.

    


    8.1.        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.

    


    8.2.        Notices.  Any
notice, statement or demand authorized by this Warrant Agreement to be given or
made by the Warrant Agent or by the holder of any Warrant to or on the Company
shall be sufficiently given when so delivered if by hand or overnight delivery
or if sent by certified mail or private courier service within five days after
deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Company with the Warrant Agent), as
follows:

    


    Capitol
Acquisition Corp.

    509
7th
Street, N.W.

    Washington,
D.C. 20004

    Attn:  Mark
D. Ein, Chief Executive Officer

    


    Any
notice, statement or demand authorized by this Agreement to be given or made by
the holder of any Warrant or by the Company to or on the Warrant Agent shall be
sufficiently given when so delivered if by hand or overnight delivery or if sent
by certified mail or private courier service within five days after deposit of
such notice, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:


    
      
         


      

      
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    Continental
Stock Transfer & Trust Company

    17
Battery Place

    New York,
New York 10004

    Attn:  Compliance
Department

    


    with a
copy in each case to:

    


    Graubard
Miller

    The
Chrysler Building

    405
Lexington Avenue

    New York,
New York 10174

    Attn:  David
Alan Miller, Esq.

    Facsimile:
(212) 818-8881

    


    and

    


    Davis
Polk & Wardwell

    450
Lexington Avenue

    New York,
New York 10017

    Attn:
Deanna L. Kirkpatrick, Esq.

    Facsimile:
(212) 450-3800

    


    and

    


    Citigroup
Global Markets Inc.

    388
Greenwich Street

    New York,
New York 10013

    Attn:  David
Spivak

    Facsimile:
(212) 723-8871

    


    


    8.3.        Applicable
law.  The validity, interpretation, and performance of this
Agreement and of the Warrants shall be governed in all respects by the laws of
the State of New York, without giving effect to conflicts of law principles that
would result in the application of the substantive laws of another
jurisdiction.  The Company hereby agrees that any action, proceeding
or claim against it arising out of or relating in any way to this Agreement
shall be brought and enforced in the courts of the State of New York or the
United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive.  The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenience
forum.  Any such process or summons to be served upon the Company may
be served by transmitting a copy thereof by registered or certified mail, return
receipt requested, postage prepaid, addressed to it at the address set forth in
Section 9.2 hereof.  Such mailing shall be deemed personal service and
shall be legal and binding upon the Company in any action, proceeding or
claim.


    
      
         


      

      
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    8.4.        Persons Having Rights under
this Agreement.  Nothing in this Agreement expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the parties hereto and the registered holders of the Warrants and, for the
purposes of Sections 2.5, 6.1, 6.4, 7.4, 9.2 and 9.8 hereof, Citigroup, any
right, remedy, or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise, or agreement
hereof.  Citigroup shall be deemed to be a third-party beneficiary of
this Agreement with respect to Sections 2.5, 6.1, 6.4, 7.4, 9.2 and 9.8
hereof.  All covenants, conditions, stipulations, promises, and
agreements contained in this Warrant Agreement shall be for the sole and
exclusive benefit of the parties hereto (and Citigroup with respect to the
Sections 2.5, 6.1, 6.4, 7.4, 9.2 and 9.8 hereof) and their successors and
assigns and of the registered holders of the Warrants.

    


    8.5.        Examination of the Warrant
Agreement.  A copy of this Agreement shall be available at all
reasonable times at the office of the Warrant Agent in the Borough of Manhattan,
City and State of New York, for inspection by the registered holder of any
Warrant.  The Warrant Agent may require any such holder to submit his
Warrant for inspection by it.

    


    8.6.        Counterparts.  This
Agreement may be executed in any number of original or facsimile 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.

    


    8.7.        Effect of
Headings.  The Section headings herein are for convenience only
and are not part of this Warrant Agreement and shall not affect the
interpretation thereof.

    


    9.8         Amendments.  This
Agreement may be amended by the parties hereto without the consent of any
registered holder for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained herein or adding
or changing any other provisions with respect to matters or questions arising
under this Agreement as the parties may deem necessary or desirable and that the
parties deem shall not adversely affect the interest of the registered
holders.  All other modifications or amendments, including any
amendment to increase the Warrant Price or shorten the Exercise Period, shall
require the written consent of the registered holders of a majority of the then
outstanding Warrants.  Notwithstanding the foregoing, the Company may
lower the Warrant Price or extend the duration of the Exercise Period pursuant
to Sections 3.1 and 3.2, respectively, without the consent of the registered
holders.


    
      
         


      

      
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    9.9         Severability. This
Agreement shall be deemed severable, and the invalidity or unenforceability of
any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof. Furthermore, in lieu of
any such invalid or unenforceable term or provision, the parties hereto intend
that there shall be added as a part of this Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be valid
and enforceable.


    
      
         


      

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

     

    
      
        	 
      	
                CAPITOL
      ACQUISITION CORP.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	
                /s/ Mark Ein

              
	 
      	 
      	
                 Name:

              
	 
      	 
      	
                 Title:

              
	 
      	 
      
	 
      	 
      
	 
      	
                CONTINENTAL
      STOCK TRANSFER

              
	 
      	
                &
      TRUST COMPANY

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	
                /s/ John W. Comer, Jr.

              
	 
      	 
      	
                 Name:  John
      W. Comer, Jr.

              
	 
      	 
      	
                 Title:
      Vice President

              


      

    


    
      
         


      

      
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