WARRANT AGREEMENT



 





Exhibit 4.8




WARRANT AGREEMENT




Dated as of March 9, 2000




By and Between




TRANSPORTATION ACQUISITION I CORP.




and




FIRST UNION NATIONAL BANK




as Warrant Agent




Warrants to Purchase Common Stock,




Par Value $0.01 Per Share




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page

	ARTICLE I
	ISSUANCE, FORM, EXECUTION, DELIVERY
 AND REGISTRATION OF WARRANT CERTIFICATES
	SECTION 1.01.
	 	 	 	Issuance of Warrants	 	 	2	 
	SECTION 1.02.
	 	 	 	Form of Warrant Certificates	 	 	2	 
	SECTION 1.03.
	 	 	 	Execution of Warrant Certificates	 	 	2	 
	SECTION 1.04.
	 	 	 	Authentication and Delivery	 	 	3	 
	SECTION 1.05.
	 	 	 	Temporary Warrant Certificates	 	 	3	 
	SECTION 1.06.
	 	 	 	[INTENTIONALLY OMITTED].	 	 	4	 
	SECTION 1.07.
	 	 	 	Registration	 	 	4	 
	SECTION 1.08.
	 	 	 	Registration of Transfers or Exchanges	 	 	4	 
	SECTION 1.09.
	 	 	 	Lost, Stolen, Destroyed, Defaced or Mutilated Warrant Certificates	 	 	10	 
	SECTION 1.10.
	 	 	 	Offices for Exercise, etc	 	 	10	 
	SECTION 1.11.
	 	 	 	Book-Entry Provisions for Global Warrants	 	 	11	 
	ARTICLE II
	DURATION, EXERCISE OF WARRANTS;
 EXERCISE PRICE AND REPURCHASE OF WARRANTS
	SECTION 2.01.
	 	 	 	Duration of Warrants	 	 	12	 
	SECTION 2.02.
	 	 	 	Exercise, Exercise Price, Settlement and Delivery	 	 	13	 
	SECTION 2.03.
	 	 	 	Cancellation of Warrant Certificates	 	 	15	 
	ARTICLE III
	OTHER PROVISIONS RELATING TO
 RIGHTS OF HOLDERS OF WARRANTS
	SECTION 3.01.
	 	 	 	Enforcement of Rights	 	 	16	 
	ARTICLE IV
	CERTAIN COVENANTS OF THE COMPANY
	SECTION 4.01.
	 	 	 	Payment of Taxes	 	 	16	 
	SECTION 4.02.
	 	 	 	Rules 144 and 144A	 	 	16	 
	SECTION 4.03.
	 	 	 	Form of Initial Public Equity Offering	 	 	17	 
	SECTION 4.04.
	 	 	 	Registration of Shares	 	 	17	 







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	 	 	 	 	 	 	Page

	ARTICLE V
	ADJUSTMENTS
	SECTION 5.01.
	 	 	 	Adjustment of Exercise Rate; Notices	 	 	17	 
	SECTION 5.02.
	 	 	 	Fractional Shares	 	 	23	 
	SECTION 5.03.
	 	 	 	Certain Distributions	 	 	23	 
	ARTICLE VI
	CONCERNING THE WARRANT AGENT
	SECTION 6.01.
	 	 	 	Warrant Agent	 	 	23	 
	SECTION 6.02.
	 	 	 	Conditions of Warrant Agent's Obligations	 	 	24	 
	SECTION 6.03.
	 	 	 	Resignation and Appointment of Successor	 	 	27	 
	ARTICLE VII
	MISCELLANEOUS
	SECTION 7.01.
	 	 	 	Amendment	 	 	29	 
	SECTION 7.02.
	 	 	 	Notices and Demands to the Company and Warrant Agent	 	 	30	 
	SECTION 7.03.
	 	 	 	Addresses for Notices to Parties and for Transmission of Documents	 	 	30	 
	SECTION 7.04.
	 	 	 	Notices to Holders	 	 	30	 
	SECTION 7.05.
	 	 	 	Applicable Law; Submission To Jurisdiction	 	 	31	 
	SECTION 7.06.
	 	 	 	Persons Having Rights Under Agreement	 	 	31	 
	SECTION 7.07.
	 	 	 	Headings	 	 	31	 
	SECTION 7.08.
	 	 	 	Counterparts	 	 	31	 
	SECTION 7.09.
	 	 	 	Inspection of Agreement	 	 	31	 
	SECTION 7.10.
	 	 	 	Availability of Equitable Remedies	 	 	31	 
	SECTION 7.11.
	 	 	 	Obtaining of Governmental Approvals	 	 	31	 
	EXHIBIT A
	 	-	 	Form of Warrant Certificate	 	 	A-1	 
	EXHIBIT B
	 	-	 	Form of Legend for Global Warrant	 	 	B-1	 
	EXHIBIT C
	 	-	 	Certificate To Be Delivered upon Exchange or Registration of Transfer of Warrants	 	 	C-1	 
	EXHIBIT D
	 	-	 	Form of Transferee Certificate for Institutional Accredited Investors	 	 	D-1	 
	EXHIBIT E
	 	-	 	Form of Transferee Certificate for Regulation S Transfers	 	 	E-1	 







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INDEX OF DEFINED TERMS




	 	 	 
	Defined Term
	 	Section

	Affiliate
	 	5.01(b)
	Agreement
	 	Recitals
	Business Day
	 	2.01
	Capital Stock
	 	5.01(m)
	Cashless Exercise
	 	2.02(c)
	Cashless Exercise Ratio
	 	2.02(c)
	Common Stock
	 	Recitals
	Company
	 	Recitals
	Current Market Value
	 	5.01(m)
	Definitive Warrants
	 	1.02
	Depository
	 	1.08
	Distribution
	 	5.03
	Distribution Rights
	 	5.03
	Election To Exercise
	 	2.02(b)
	Exercisability Date
	 	2.02(a)
	Exercise Date
	 	2.02(d)
	Exercise Price
	 	2.02(a)
	Exercise Rate
	 	2.02(a)
	Expiration Date
	 	2.01
	Fundamental Transaction
	 	5.01(c)
	Global Shares
	 	2.02(f)
	Global Warrants
	 	1.02
	Indenture
	 	Recitals
	Independent Financial Expert
	 	5.01(m)
	Initial Public Equity Offering
	 	2.02(a)
	Initial Purchasers
	 	Recitals
	Notes
	 	Recitals
	Officers’ Certificate
	 	1.08(d)
	144A Global Warrant
	 	1.02
	Person
	 	2.02(a)
	Private Placement Legend
	 	1.08(g)
	Registrar
	 	1.07
	Registration Rights Agreement
	 	Recitals
	Regulation S Global Warrant
	 	1.02
	Related Parties
	 	6.02(e)
	Requisite Warrant Holders
	 	7.01
	Resale Restriction Termination Date
	 	1.08
	Securities Act
	 	1.06
	Separability Date
	 	1.06
	Separation
	 	1.06
	Shares
	 	1.01







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	Defined Term
	 	Section

	Subject Class
	 	4.03
	Surviving Person
	 	5.01(c)
	Time of Determination
	 	5.01(b)
	Trustee
	 	Recitals
	Units
	 	Recitals
	Warrant Agent
	 	Recitals
	Warrant Agent Office
	 	1.10
	Warrant Certificates
	 	Recitals
	Warrant Exercise Office
	 	2.02(b)
	Warrant Register
	 	1.07
	Warrants
	 	Recitals







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WARRANT AGREEMENT




          WARRANT AGREEMENT, dated as of March 9, 2000 (the “Agreement”) by and
between TRANSPORTATION ACQUISITION I CORP., a Delaware corporation (together
with any successor thereto, the “Company”), and First Union National Bank, as
warrant agent (“FUNB;” with any successor Warrant Agent, the “Warrant Agent”).



          WHEREAS, the Company has entered into a purchase agreement (the “Purchase
Agreement”) dated as of March 9, 2000 by and among the Company, Transportation
Technologies Industries, Inc. (“TTII”), a Delaware corporation, the Guarantors
named therein, CIBC Inc. (“CIBC”) and First Union Investors Inc. (“FUSI”) (each
a “Purchaser” and collectively, the “Purchasers”) in which the Company and TTII
have agreed to issue and sell to the Purchasers $125,000,000 aggregate
principal amount of Senior Subordinated Increasing Rate Notes due 2008 (the
“Notes”) of TTII, along with 198,529 Warrants (the “Warrants”), each Warrant
initially entitling the holder thereof to purchase 1.240312 shares of Common
Stock, par value $0.01 per share, of the Company (the “Common Stock”) at a
price equal to $0.01 per share. Upon the consummation of the merger of the
Company with and into TTII, with TTII as the surviving corporation, (the
“Merger”), pursuant to the Agreement and Plan of Merger dated as of January 28,
2000 between the Company and TTII, each Warrant will convert into one warrant
to purchase 1.240312 shares of common stock of TTII (the “TTII Warrants”). In
addition, upon consummation of the Merger, TTII will succeed to all the rights
and obligations of the Company under this Agreement, the Warrant Escrow
Agreement (as defined herein) and the Registration Rights Agreement (as defined
herein) and shall be bound to the same extent as if it were a party hereto and
thereto. The certificates evidencing the Warrants are herein referred to
collectively as the “Warrant Certificates.” Initially, the Company will
deliver the Warrants (the “Escrow Warrants”) to First Union National Bank, as
escrow agent (the “Escrow Agent”) pursuant to the terms of the Warrant Escrow
Agreement, dated as of March 9, 2000, among the Company, the Purchasers and the
Escrow Agent (the “Warrant Escrow Agreement”); and



          WHEREAS, the holders of the Warrants are entitled to the benefits of a
Common Stock Registration Rights and Stockholders Agreement dated as of March
9, 2000 between the Company, the Key Equity Group (as defined therein) and the
Purchasers (the “Registration Rights Agreement”); and



          WHEREAS, the Company desires the Warrant Agent as warrant agent to assist
the Company in connection with the issuance, exchange, cancellation,
replacement and exercise of the Warrants, and in this Agreement wishes to set
forth, among other things, the terms and conditions on which the Warrants may
be issued, exchanged, cancelled, replaced and exercised;



          NOW, THEREFORE, the parties hereto agree as follows:



 









 





ARTICLE I




ISSUANCE, FORM, EXECUTION, DELIVERY

AND REGISTRATION OF WARRANT CERTIFICATES




          SECTION 1.01. Issuance of Warrants. Each Warrant Certificate shall
evidence the number of Warrants specified therein, and each Warrant evidenced
thereby shall, when exercisable as provided herein and therein, represent the
right, subject to the provisions contained herein and therein, to purchase from
the Company (and the Company shall issue and sell to the holder of such Warrant
upon exercise thereof) 1.240312 fully paid and non-assessable shares of the
Company’s Common Stock at an exercise price of $0.01 per share. The shares
purchasable upon exercise of a Warrant are hereinafter referred to as the
“Shares” and are subject to adjustment as provided herein and in the Warrant,
and, unless the context otherwise requires, such term shall also include any
other securities or property purchasable and deliverable upon exercise of a
Warrant as provided in Article V, subject to adjustment as provided herein and
in the Warrant.



          SECTION 1.02. Form of Warrant Certificates. The Warrant Certificates will
initially be issued either in global form as 144A Global Warrants or Regulation
S Global Warrants (collectively, the “Global Warrants”), substantially in the
form of Exhibit A hereto, or in registered form as definitive Warrant
Certificates (the “Definitive Warrants”) substantially in the form of Exhibit A
attached hereto. Any Global Warrants to be delivered pursuant to this
Agreement shall bear the legend set forth in Exhibit B attached hereto. Such
Global Warrants shall represent such of the outstanding Warrants as shall be
specified therein and each shall provide that it shall represent the aggregate
amount of outstanding Warrants from time to time endorsed thereon and that the
aggregate amount of outstanding Warrants represented thereby may from time to
time be reduced or increased, as appropriate. Any endorsement of a Global
Warrant to reflect the amount of any increase or decrease in the amount of
outstanding Warrants represented thereby shall be made by the Warrant Agent and
the Depository (as defined below) in accordance with instructions given by the
holder thereof. The Depository Trust Company shall act as the Depository with
respect to the Global Warrants, if issued, until a successor shall be appointed
by the Company and the Warrant Agent. Upon written request, a holder of record
of Warrants may receive from the Warrant Agent or the Depository Definitive
Warrants as set forth in Section 1.08 hereof.



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



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



          SECTION 1.03. Execution of Warrant Certificates. The Warrant Certificates
shall be executed on behalf of the Company by the chairman of its Board of
Directors, its president or any vice president and attested by its secretary or assistant secretary. Such signatures may be the manual or
facsimile signatures of the present or any future such officers. Typographical
and other minor errors



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or defects in any such reproduction of any such
signature shall not affect the validity or enforceability of any Warrant
Certificate that has been duly countersigned and delivered by the Warrant
Agent.



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



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



          Upon the receipt by the Warrant Agent of a written order of the Company,
which order shall be signed by the chairman of its Board of Directors, its
president, Chief Financial Officer or any vice president and attested by its
secretary or assistant secretary, and shall specify the amount of Warrants to
be authenticated, whether the Warrants are to be Global Warrants or Definitive
Warrants, the date of such Warrants and such other information as the Warrant
Agent may reasonably request, without any further action by the Company, the
Warrant Agent is authorized, upon receipt from the Company at any time and from
time to time of the Warrant Certificates, duly executed as provided in Section
1.03 hereof, to authenticate the Warrant Certificates and upon the holder’s
request deliver them. Such authentication shall be by a duly authorized
signatory of the Warrant Agent (although it shall not be necessary for the same
signatory to sign all Warrant Certificates).



          In case any authorized signatory of the Warrant Agent who shall have
authenticated any of the Warrant Certificates shall cease to be such authorized
signatory before the Warrant Certificate shall be disposed of by the Company or
the Warrant Agent, such Warrant Certificate nevertheless may be delivered or
disposed of as though the person who authenticated such Warrant Certificate had
not ceased to be such authorized signatory of the Warrant Agent; and any
Warrant Certificate may be authenticated on behalf of the Warrant Agent by such
persons as, at the actual time of authentication of such Warrant Certificates,
shall be the duly authorized signatories of the Warrant Agent, although at the
time of the execution and delivery of this Agreement any such person is not
such an authorized signatory.



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



          SECTION 1.05. Temporary Warrant Certificates. Pending the preparation of
definitive Warrant Certificates, the Company may execute, and the Warrant Agent
shall authenticate and deliver, temporary Warrant Certificates, which are
printed, lithographed, typewritten or otherwise



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produced, substantially of the
tenor of the definitive Warrant Certificates in lieu of which they are issued
and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Warrant Certificates may determine,
as evidenced by their execution of such Warrant Certificates.



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



          SECTION 1.06. [INTENTIONALLY OMITTED].



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



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



          SECTION 1.08. Registration of Transfers or Exchanges.



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




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




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





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




	 	(x)	 	shall be duly endorsed or accompanied by a written
instruction of transfer or exchange in form satisfactory to the
Company and the Warrant Agent, duly executed by such holder or by
his attorney, duly authorized in writing; and
	 
	 	(y)	 	in the case of Warrants the offer and sale of which have not
been registered under the Securities Act and are presented for
transfer or exchange prior to (X) the date which is two years (or
such shorter period as may be prescribed by Rule 144(k) (or any
successor provision thereto)) after the later of the date of
original issuance of the Warrants and the last date on which the
Company or any affiliate of the Company was the owner of such
Warrants, or any predecessor thereto, and (Y) such later date, if
any, as may be required by any subsequent change in applicable law
(the “Resale Restriction Termination Date”), such Warrants shall be
accompanied by the following additional information and documents,
as applicable:






	 	(A)	 	if such Warrants are being delivered to the
Warrant Agent by a holder for registration in the name of such
holder, without transfer, a certification from such holder to
that effect (in substantially the form of Exhibit C hereto);
or
	 
	 	(B)	 	if such Warrants are being transferred to a
qualified institutional buyer (as defined in Rule 144A under
the Securities Act) (a “QIB”) in accordance with Rule 144A
under the Securities Act, a certification from the transferor
to that effect (in substantially the form of Exhibit C
hereto); or
	 
	 	(C)	 	if such Warrants are being transferred to an
institutional “accredited investor” within the meaning of
subparagraphs (a)(1), (a)(2), (a)(3) or (a)(7) of Rule 501
under the Securities Act (an “Institutional Accredited
Investor”), delivery by the transferor of a certification to
that effect (in substantially the form of Exhibit C hereto),
and delivery by the proposed transferee of a Transferee
Certificate for Institutional Accredited Investors (in
substantially the form of Exhibit D hereto); or
	 
	 	(D)	 	if such Warrants are being transferred in
reliance on Regulation S under the Securities Act, delivery by
the transferor of a certification to that effect (in
substantially the form of Exhibit C hereto), and a Certificate
for Regulation S Transfers in the form of Exhibit E hereto; or




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	 	(E)	 	if such Warrants are being transferred in
reliance on Rule 144 under the Securities Act, delivery by the
transferor of (i) a certification from the transferor to that
effect (in substantially the form of Exhibit C hereto), and
(ii) an opinion of counsel reasonably satisfactory to the
Company to the effect that such transfer is in compliance with
the Securities Act; or
	 
	 	(F)	 	if such Warrants are being transferred in
reliance on another exemption from the registration
requirements of the Securities Act, a certification from the
transferor to that effect (in substantially the form of
Exhibit C hereto) and an opinion of counsel reasonably
satisfactory to the Company to the effect that such transfer
is in compliance with the Securities Act; provided that the
Company may, based upon the views of its own counsel, instruct
the Warrant Agent not to register such transfer in any case
where the proposed transferee is not a QIB, Non-U.S. Person or
Institutional Accredited Investor.





          (b) Restrictions on Transfer of a Definitive Warrant for a Beneficial
Interest in a Global Warrant. A Definitive Warrant may not be transferred by a
holder for a beneficial interest in a Global Warrant except upon satisfaction
of the requirements set forth below. Upon receipt by the Warrant Agent of a
Definitive Warrant, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Warrant Agent, together with:




	 	(A)	 	certification from such holder (in substantially the form of
Exhibit C hereto) that such Definitive Warrant is being transferred
to (I) a QIB in accordance with Rule 144A under the Securities Act,
(II) to an Institutional Accredited Investor or (III) in an offshore
transaction in reliance on Regulation S and, with respect to (II) or
(III), at the option of the Company or the Warrant Agent, an Opinion
of Counsel reasonably acceptable to the Company to the effect that
such transfer is in compliance with the Securities Act; and
	 
	 	(B)	 	written instructions directing the Warrant Agent to make, or
to direct the Depository to make, an endorsement on the applicable
Global Warrant to reflect an increase in the aggregate amount of the
Warrants represented by the Global Warrant,





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



          (c) Transfer or Exchange of Global Warrants. The transfer or exchange of
Global Warrants or beneficial interests therein shall be effected through the
Depository, in accordance with this Section 1.08, the Private Placement Legend,
this Agreement (including the restrictions on transfer set forth herein) and
the procedures of the Depository therefor. Upon receipt by the Registrar or
Co-Registrar of written instructions, or such other instruction as is customary
for the Depository, from the



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Depository or its nominee, requesting the
registration of transfer of an interest in a 144A Global Warrant, a Regulation
S Global Warrant, as the case may be, to another type of Global Warrant,
together with the applicable Global Warrants (or, if the applicable type of
Global Warrant required to represent the interest as requested to be obtained
is not then outstanding, only the Global Warrant representing the interest
being transferred), the Registrar or Co-Registrar shall reflect on its books
and records (and the applicable Global Warrant) the applicable increase and
decrease of the principal amount of Warrants represented by such types of
Global Warrants, giving effect to such transfer. If the applicable type of
Global Warrant required to represent the interest as requested to be obtained
is not outstanding at the time of such request, the Company shall issue and the
Warrant Agent shall, upon written instructions from the Company in accordance
with Section 1.08, authenticate a new Global Warrant of such type in principal
amount equal to the principal amount of the interest requested to be
transferred.



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




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






	 	(A)	 	if such beneficial interest is being transferred
to the person designated by the Depository as being the
beneficial owner, a certification from such person to that
effect (in substantially the form of Exhibit C hereto); or
	 
	 	(B)	 	if such beneficial interest is being transferred
in reliance on Regulation S under the Securities Act, delivery
by the transferor of (i) a certification to that effect (in
substantially the form of Exhibit C hereto), and (ii) a
Certificate for Regulation S Transfers in the form of Exhibit
E hereto; or
	 
	 	(C)	 	if such beneficial interest is being transferred
in reliance on Rule 144 under the Securities Act, delivery by
the transferor of (i) a certification to that effect (in
substantially the form of Exhibit C hereto) and (ii) an
opinion of counsel reasonably satisfactory to the Company to
the effect that such transfer is in compliance with the
Securities Act; or
	 
	 	(D)	 	if such beneficial interest is being transferred
in reliance on another exemption from the registration
requirements of the Securities Act, a certification




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	 	 	 	from the
transferor to that effect (in substantially the form of
Exhibit C hereto) and an opinion of counsel reasonably
satisfactory to the Company to the effect that such transfer
is in compliance with the Securities Act; provided that the
Company may instruct the Warrant Agent not to register such
transfer in any case where the proposed transferee is not a
QIB, Non-U.S. Person or Institutional Accredited Investor.






	 	 	 	then the Warrant Agent will cause, in accordance with the standing
instructions and procedures existing between the Depository and the
Warrant Agent, the aggregate amount of the Global Warrant to be
reduced and, following such reduction, the Company will execute
and, upon receipt of an authentication order in the form of an
officers’ certificate (a certificate signed by two officers of the
Company, one of whom must be the principal executive officer,
principal financial officer or principal accounting officer) (an
“Officers’ Certificate”), the Warrant Agent will authenticate and
deliver to the transferee a Definitive Warrant. The Warrant Agent
shall not be deemed to have knowledge of any registration under the
Securities Act unless it receives an Officers’ Certificate
specifying such registration.
	 
	 	(ii)	 	Definitive Warrants issued in exchange for a beneficial
interest in a Global Warrant pursuant to this Section 1.08(d)
shall be registered in such names and in such authorized
denominations as the Depository, shall instruct the Warrant Agent
in writing. The Warrant Agent shall deliver such Definitive
Warrants to the persons in whose names such Warrants are so
registered and adjust the Global Warrant pursuant to paragraph (h)
of this Section 1.08.





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



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




	 	(i)	 	the Depository for the Global Warrants notifies the
Company and the Warrant Agent that the Depository is unwilling or
unable to continue as Depository for the Global
Warrants and a successor Depository for the Global Warrants is not
appointed by the Company within 90 days after delivery of such
notice; or
	 
	 	(ii)	 	The Company, at its sole discretion, notifies the Warrant
Agent in writing that it elects to cause the issuance of
Definitive Warrants for all Global Warrants under this Agreement,





then the Company will execute, and the Warrant Agent will, upon receipt of an
Officers’ Certificate requesting the authentication and delivery of Definitive



-8-









 








Warrants, authenticate and deliver Definitive Warrants, in an aggregate number
equal to the aggregate number of warrants represented by the Global Warrant, in
exchange for such Global Warrant.



          (g) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Warrant Certificates not bearing the legend set
forth in the first paragraph of Exhibit A attached hereto (the “Private
Placement Legend”), the Warrant Agent shall deliver Warrant Certificates that
do not bear the Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Warrant Certificates bearing the Private Placement
Legend, the Warrant Agent shall deliver Warrant Certificates that bear the
Private Placement Legend unless, and the Warrant Agent is hereby authorized to
deliver Warrant Certificates without the Private Placement Legend if, (i) the
requested transfer is not prior to the date which is two years (or such shorter
period as may be prescribed by Rule 144(k) (or any successor provision thereto)
under the Securities Act or any successor provision thereunder) after the later
of the original Issue Date of the Warrants or the last day on which the Company
or any of its Affiliates was the owner of the Warrant or any predecessor
security, (ii) there is delivered to the Warrant Agent an opinion of counsel
reasonably satisfactory to the Company and the Warrant Agent to the effect that
neither such legend nor the related restrictions on transfer are required in
order to maintain compliance with the provisions of the Securities Act or (iii)
the Warrants to be transferred or exchanged represented by such Warrant
Certificates are being transferred or exchanged pursuant to an effective
registration statement under the Securities Act.



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



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




	 	(i)	 	To permit registrations of transfers or exchanges, the
Company shall execute, at the Warrant Agent’s request, and the
Warrant Agent shall authenticate Definitive Warrants and Global
Warrants.
	 
	 	(ii)	 	All Definitive Warrants and Global Warrants issued upon
any registration, transfer or exchange of Definitive Warrants or
Global Warrants shall be the valid obligations of the Company,
entitled to the same benefits under this Warrant Agreement as the
Definitive Warrants or Global Warrants surrendered upon the
registration of transfer or exchange.
	 
	 	(iii)	 	Prior to due presentment for registration of transfer of
any Warrant, the Warrant Agent and the Company may deem and treat
the person in whose name any Warrant is registered as the absolute
owner of such Warrant, and neither the Warrant Agent nor the
Company shall be affected by notice to the contrary.




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



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



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



          SECTION 1.10. Offices for Exercise, etc. So long as any of the Warrants
remain outstanding, the Company will designate and maintain in the Borough of
Manhattan, The City of New York: (a) an office or agency where the Warrant
Certificates may be presented for exercise, (b) an office or agency where the
Warrant Certificates may be presented for registration of transfer and for
exchange (including the exchange of temporary Warrant Certificates for
definitive Warrant Certificates pursuant to Section 1.05 hereof), and (c) an
office or agency where notices and demands to or upon the Company in respect of
the Warrants or of this Agreement may be served. The Company may from time to
time change or rescind such designation, as it may deem desirable or expedient;
pro-



-10-









 







vided, however, that an office or agency shall at all times be maintained in
the Borough of Manhattan, The City of New York, as provided in the first
sentence of this Section. In addition to such office or offices or agency or
agencies, the Company may from time to time designate and maintain one or more
additional offices or agencies within or outside The City of New York, where
Warrant Certificates may be presented for exercise or for registration of
transfer or for exchange, and the Company may from time to time change or
rescind such designation, as it may deem desirable or expedient. The Company
will give to the Warrant Agent written notice of the location of any such
office or agency and of any change of location thereof. The Company hereby
designates the Warrant Agent at its corporate trust office identified at 40
Broad Street, suite 550, New York, New York 10004 (the “Warrant Agent Office”),
as the initial agency maintained for each such purpose. In case the Company
shall fail to maintain any such office or agency or shall fail to give such
notice of the location or of any change in the location thereof, presentations
and demands may be made and notice may be served at the Warrant Agent Office
and the Company appoints the Warrant Agent as its agent to receive all such
presentations, surrenders, notices and demands.



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



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



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



          (c) In connection with any transfer or exchange of a portion of the
beneficial interest in a Global Warrant to beneficial owners pursuant to
paragraph (b), the Registrar shall (if one or more Definitive Warrants are to
be issued) reflect on its books and records the date and a decrease in the



-11-









 







principal amount of such Global Warrant in an amount equal to the principal
amount of the beneficial interest in the Global Warrant to be transferred, and
the Company shall execute, and the Warrant Agent shall authenticate and
deliver, one or more Definitive Warrants of like tenor and amount.



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



          (e) Any Definitive Warrants constituting a Restricted Security delivered
in exchange for an interest in a Global Security pursuant to paragraph (c) of
this Section 1.11 shall, except as otherwise provided by Section 1.08, bear the
Private Placement Legend.



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



ARTICLE II




DURATION, EXERCISE OF WARRANTS;

EXERCISE PRICE AND REPURCHASE OF WARRANTS




          SECTION 2.01. Duration of Warrants. Subject to the terms and conditions
established herein, the Warrants shall expire at 5:00 p.m., New York City time,
on March 9, 2010. The applicable date of expiration of a particular Warrant is
referred to herein as the “Expiration Date” of such Warrant. Each Warrant may
be exercised on any Business Day (as defined below) on or after the
Exercisability Date (as defined in Section 2.02) and on or prior to the close
of business on the Expiration Date; provided, however, in no event may any
Escrow Warrant delivered to the Escrow Agent pursuant to the Purchase Agreement
be exercised prior to its release to the Holder thereof pursuant to the terms
of the Warrant Escrow Agreement.



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



          “Business Day” shall mean any day on which (i) banks in New York City,
(ii) the principal U.S. securities exchange or market, if any, on which any
Common Stock is listed or admitted to trading and (iii) the principal U.S.
securities exchange or market, if any, on which the Warrants are listed or
admitted to trading are open for business.



-12-









 





          SECTION 2.02. Exercise, Exercise Price, Settlement and Delivery. (a)
Subject to the provisions of this Agreement, a holder of a Warrant shall have
the right to purchase from the Company on or after the Exercisability Date and
on or prior to the close of business on the Expiration Date the number of fully
paid, registered and non-assessable shares of Common Stock specified in Section
1.01, subject to adjustment in accordance with Article V hereof, at the
purchase price of $0.01 for each share purchased (the “Exercise Price”). The
number of Shares for which a particular Warrant may be exercised (the “Exercise
Rate”) shall be subject to adjustment from time to time as set forth in Article
V hereof.



          “Exercisability Date” means, with respect to each Warrant, the date of
original issuance thereof.



          “Initial Public Equity Offering” means a primary public offering (whether
or not underwritten, but excluding any offering pursuant to Form S-4 or Form
S-8 under the Securities Act or any other publicly registered offering pursuant
to the Securities Act pertaining to an issuance of shares of capital stock of
the Company or securities exercisable therefor under any benefit plan, employee
compensation plan, or employee or director stock purchase plan) of common stock
of the Company pursuant to an effective registration statement under the
Securities Act.



          “Registrable Securities” means any of (i) the Common Stock issued and
issuable upon exercise of the Warrants and (ii) any other securities issued or
issuable with respect to the Warrants or Shares by way of stock dividend or
stock split or in connection with a combination of shares, recapitalization,
merger, consolidation, reorganization or otherwise. As to any particular
Registrable Securities, such securities shall cease to be Registrable
Securities when (a) a registration statement with respect to the offering of
such securities by the holder thereof shall have been declared effective under
the Securities Act and such securities shall have been disposed of by such
holder pursuant to such registration statement, (b) such securities have been
sold to the public pursuant to, or are eligible for sale to the public without
volume or manner of sale restrictions under, Rule 144(k) (or any similar
provision then in force, but not Rule 144A) promulgated under the Securities
Act, (c) such securities shall have been otherwise transferred and new
certificates for such securities not bearing a legend
restricting further transfer shall have been delivered by the Company or
its transfer agent and subsequent disposition of such securities shall not
require registration or qualification under the Securities Act or any similar
state law then in force or (d) such securities shall have ceased to be
outstanding.



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



          (b) Warrants may be exercised on or after the date they are exercisable
hereunder by (i) surrendering at any office or agency maintained for that
purpose by the Company pursuant to Section 1.10 (each a “Warrant Exercise
Office”) the Warrant Certificate evidencing such Warrants with the form of
election to exercise Shares set forth on the reverse side of the Warrant
Certificate (the “Election to Exercise”) duly completed and signed by the
registered holder or holders thereof or by the duly appointed legal
representative thereof or by a duly authorized attorney, and in the case of a



-13-









 







transfer, such signature shall be guaranteed by an eligible guarantor
institution, and (ii) paying in full the Exercise Price for each such Warrant
exercised. Each Warrant may be exercised only in whole. No exercise of
Warrants may be effected which does not call for the issuance of a number of
shares of Common Stock in direct proportion (subject only to rounding with
respect to fractional shares) to the aggregate number of shares of Common Stock
then issuable upon exercise of the Warrants evidenced by the relevant Warrant
Certificate.



          (c) Simultaneously with the exercise of each Warrant, payment in full of
the aggregate Exercise Price may be made, at the option of the holder, (i) by
wire transfer or by certified check, (ii) by the surrender (which surrender
shall be evidenced by cancellation of the number of Warrants represented by any
Warrant Certificate presented in connection with a Cashless Exercise) of a
Warrant or Warrants (represented by one or more Warrant Certificates), and
without payment of the Exercise Price in cash, for such number of Shares equal
to the product of (1) the number of Shares for which such Warrant is
exercisable with payment in cash of the aggregate Exercise Price as of the date
of exercise and (2) the applicable Cashless Exercise Ratio or (iii) with any
combination of (i) and (ii). For purposes of this Agreement, the “Cashless
Exercise Ratio” shall equal a fraction, the numerator of which is the excess of
the Current Market Value per share of the Common Stock on the date of exercise
over the Exercise Price per share as of the date of exercise and the
denominator of which is the Current Market Value per share of the Common Stock
on the date of exercise. An exercise of a Warrant in accordance with the
immediately preceding sentences is herein called a “Cashless Exercise.” Upon
surrender of a Warrant Certificate representing more than one Warrant in
connection with the holder’s option to elect a Cashless Exercise, the number of
Shares deliverable upon a Cashless Exercise shall be equal to the Cashless
Exercise Ratio multiplied by the product of (a) the number of Warrants that the
holder specifies is to be exercised pursuant to a Cashless Exercise and (b) the
number of Shares for which such Warrant is then exercisable (without giving
effect to the Cashless Exercise option). All provisions of this Agreement
shall be applicable with respect to an exercise of a Warrant Certificate
pursuant to a Cashless Exercise for less than the full number of Warrants
represented thereby. No payment or adjustment shall be made on account of any
dividends on the Shares issued upon exercise of a Warrant. If the Company has
not effected the registration under the Securities Act of the offer and sale of
the Shares by the Company to the holders of the Warrants upon the
exercise thereof, the Company may elect to require that holders of the
Warrants effect the exercise of the Warrants solely pursuant to the Cashless
Exercise option and may also amend the Warrants to eliminate the requirement
for payment of the Exercise Price with respect such Cashless Exercise option.
The Warrant Agent shall have no obligation under this section to calculate the
Cashless Exercise Ratio. The Company shall calculate the Exercise Price and
the Cashless Exercise Ratio whenever such calculation is necessary and shall
deliver an Officers’ Certificate to the Warrant Agent specifying such numbers.



          (d) Upon such surrender of a Warrant Certificate and payment and
collection of the Exercise Price at any Warrant Exercise Office (other than any
Warrant Exercise Office that also is an office of the Warrant Agent), such
Warrant Certificate and payment shall be promptly delivered to the Warrant
Agent. The “Exercise Date” for a Warrant shall be the date when all of the
items referred to in the first sentence of paragraphs



-14-









 







(b) and (c) of this
Section 2.02 are received by the Warrant Agent at or prior to 11:00 a.m., New
York City time, on a Business Day and the exercise of the Warrants will be
effective as of such Exercise Date. If any items referred to in the first
sentence of paragraphs (b) and (c) are received after 11:00 a.m., New York City
time, on a Business Day, the exercise of the Warrants to which such item
relates will be effective on the next succeeding Business Day. Notwithstanding
the foregoing, in the case of an exercise of Warrants on the Expiration Date,
if all of the items referred to in the first sentence of paragraphs (b) and (c)
are received by the Warrant Agent at or prior to 5:00 p.m., New York City time,
on the Expiration Date, the exercise of the Warrants to which such items relate
will be effective on the Expiration Date.



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



          (f) Subject to Section 5.02 hereof, as soon as practicable after the
exercise of any Warrant or Warrants in accordance with the terms hereof, the
Company shall issue or cause to be issued to or upon the written order of the
registered holder of the Warrant Certificate evidencing such exercised Warrant
or Warrants, a certificate or certificates evidencing the Shares to which such
holder is entitled, in fully registered form, registered in such name or names
as may be directed by such holder pursuant to the Election to Exercise, as set
forth on the reverse of the Warrant Certificate. Such certificate or
certificates evidencing the Shares shall be deemed to have been issued and any
persons who are designated to be named therein shall be deemed to have become
the holder of record of such Shares as of the close of business on the Exercise
Date; the Shares may initially be issued in global form (the “Global Shares”).
Such Global Shares shall represent such of the outstanding Shares as shall be
specified therein and each shall provide that it shall represent the aggregate
amount of
outstanding Shares from time to time endorsed thereon and that the
aggregate amount of outstanding Shares represented thereby may from time to
time be reduced or increased, as appropriate. Any endorsement of a Global
Share to reflect the amount of any increase or decrease in the amount of
outstanding Shares represented thereby shall be made by the registrar for the
Shares and the Depository (referred to below) in accordance with instructions
given by the holder thereof. The Depository Trust Company shall (if possible)
act as the Depository with respect to the Global Shares until a successor shall
be appointed by the Company and the registrar for the Shares. After such
exercise of any Warrant or Shares, the Company shall also issue or cause to be
issued to or upon the written order of the registered holder of such Warrant
Certificate, a new Warrant Certificate, countersigned by the Warrant Agent
pursuant to written instruction, evidencing the number of Warrants, if any,
remaining unexercised unless such Warrants shall have expired.



          SECTION 2.03. Cancellation of Warrant Certificates. In the event the
Company shall purchase or otherwise acquire Warrants, the Warrant Certificates
evidencing such Warrants may thereupon be delivered to the Warrant Agent, and
if so delivered, shall at the Company’s written in-



-15-









 







struction be canceled by it
and retired. The Warrant Agent shall cancel all Warrant Certificates properly
surrendered for exchange, substitution, transfer or exercise in accordance with
its customary procedures.



ARTICLE III




OTHER PROVISIONS RELATING TO

RIGHTS OF HOLDERS OF WARRANTS




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



          (b) Neither the Warrants nor any Warrant Certificate shall entitle the
holders thereof to any of the rights of a holder of Shares, including, without
limitation, the right to vote or to receive any dividends or other payments or
to consent or to receive notice as stockholders in respect of the meetings of
stockholders or for the election of directors of the Company or any other
matter, or any rights whatsoever as stockholders of the Company, except as
expressly provided herein (including Section 5.03 hereof).



ARTICLE IV




CERTAIN COVENANTS OF THE COMPANY




          SECTION 4.01. Payment of Taxes. The Company will pay all documentary
stamp taxes attributable to the initial issuance of Warrants
and of the Shares upon the exercise of Warrants; provided, however, that
the Company shall not be required to pay any tax or other governmental charge
which may be payable in respect of any transfer or exchange of any Warrant
Certificates or any certificates for Shares in a name other than the registered
holder of a Warrant Certificate surrendered upon the exercise of a Warrant. In
any such case, no transfer or exchange shall be made unless or until the person
or persons requesting issuance thereof shall have paid to the Company the
amount of such tax or other governmental charge or shall have established to
the satisfaction of the Company that such tax or other governmental charge has
been paid or an exemption is available therefrom.



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



-16-









 





          SECTION 4.03. Form of Initial Public Equity Offering. The Company agrees
that it will not make an Initial Public Equity Offering of any class of its
Capital Stock (other than the class to which the Shares belong) without
amending the terms of the Company’s certificate of incorporation to provide
that the Common Stock is convertible into the class of Capital Stock subject to
the Initial Public Equity Offering (the “Subject Class”) on a share-for-share
basis and that the rights, conditions and privileges of the Subject Class shall
not be adverse to the holders of the Common Stock.



          SECTION 4.04. Registration of Shares. The Company agrees that it will
comply with all applicable laws, including the Securities Act and any
applicable state securities laws, in connection with any offer and sale of
Common Stock (and other securities and property deliverable) upon exercise of
the Warrants.



ARTICLE V




ADJUSTMENTS




          SECTION 5.01. Adjustment of Exercise Rate; Notices. The Exercise Rate and
the Exercise Price are subject to adjustment from time to time as provided in
this Section.



          (a) Adjustment for Change in Capital Stock. If, after the date hereof,
the Company:




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




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




        (iii) pays a dividend or makes a distribution on any of its Common
Stock in shares of any of its Capital Stock (as defined below) (other
than Common Stock or rights, warrants or options for its Common Stock to
the extent such issuance or distribution is covered by Section 5.03); or




        (iv) issues by reclassification of any of its Common Stock any shares
of any of its Capital Stock;



then the Exercise Rate in effect immediately prior to such action for each
Warrant then outstanding shall be proportionately adjusted so that the holder
of a Warrant thereafter exercised may receive the number of shares of Capital
Stock of the Company which such holder would have owned immediately following
such action if such holder had exercised the Warrant immediately prior to such
action or immediately prior to the record date applicable thereto and the
Exercise Price in effect immediately prior to such action shall be adjusted to
a price determined by multiplying the Exercise Price in effect immediately
prior to such action by a fraction, the numerator of which shall be the number
of shares of Common Stock outstanding before giving effect to such action and
the denominator of which shall be the number of shares of Common Stock and/or
such other capital stock outstanding referred to in the foregoing clause
(a)(iii) after giving effect to such action, if any (regardless of whether the
War-



-17-









 








rants then outstanding are then exercisable and without giving effect to the
Cashless Exercise option). If there are no outstanding shares of Common Stock
that are of the same class as the Shares at the time of any such action and
such action has therefore been taken only in respect of the Shares, the
adjustment shall relate to the Shares in their same form if it would not
frustrate the intent and purposes of this Section 5.01.



          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. In the event
that such dividend or distribution is not so paid or made or such subdivision,
combination or reclassification is not effected, the Exercise Rate shall again
be adjusted to be the Exercise Rate which would then be in effect if such
record date or effective date had not been so fixed.



          If after an adjustment a holder of a Warrant upon exercise of such Warrant
may receive shares of two or more classes of Capital Stock of the Company, the
Exercise Rate shall thereafter be subject to adjustment upon the occurrence of
an action taken with respect to any such class of Capital Stock as is
contemplated by this Article V with respect to the Common Stock, on terms
comparable to those applicable to Common Stock in this Article V.



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



          (b) If, after the date hereof, the Company grants or sells to any
Affiliate of the Company (other than a wholly-owned subsidiary) any Common
Stock or any securities convertible into or exchangeable or exercisable for any
Common Stock at a price below the then Current Market Value (other than (1)
pursuant to the exercise of the Warrants, (2) pursuant to any security
convertible into, or exchangeable or exercisable for shares of Common Stock
outstanding as of the date of this Agree
ment, (3) upon the conversion, exchange or exercise of any convertible,
exchangeable or exercisable security as to which upon the issuance thereof an
adjustment pursuant to this Article V has been made and (4) upon the
conversion, exchange or exercise of any convertible, exchangeable or
exercisable securities of the Company outstanding on the date of this Agreement
(to the extent in accordance with the terms of such securities as in effect on
the date of this Agreement), the Exercise Rate for each Warrant then
outstanding shall be adjusted in accordance with the formula:








and the Exercise Price shall be adjusted in accordance with the following formula:








-18-









 








where:




	 	 	 	 	 	 	 
	

	 	E’
	 	=
	 	the adjusted Exercise Rate.
	 
	 	 	 	 	 	 
	

	 	E
	 	=
	 	the Exercise Rate for any such issuance, sale or distribution.
	 
	 	 	 	 	 	 
	

	 	EP’
	 	=
	 	the adjusted Exercise Price.
	 
	 	 	 	 	 	 
	 

	 	EP
	 	=
	 	the Exercise Price immediately prior to the Time of
Determination for any such issuance, sale or distribution.
	 
	

	 	O
	 	=
	 	the number of Fully Diluted Shares (as defined below)
outstanding immediately prior to the Time of Determination for any
such issuance, sale or distribution.
	 
	 	 	 	 	 	 
	

	 	N
	 	=
	 	the number of additional shares of Common Stock issued,
sold or issuable upon exercise of such rights, options or warrants.
	 
	 	 	 	 	 	 
	

	 	P
	 	=
	 	the per share price received and receivable by the Company
in the case of any issuance or sale of Common Stock or rights,
options or warrants inclusive of the exercise price per share of
Common Stock payable upon exercise of such rights, options or
warrants.
	 
	 	 	 	 	 	 
	

	 	M
	 	=
	 	the Current Market Value per share of Common Stock on the
Time of Determination for any such issuance, sale or distribution.







          For purposes of this Section 5.01 the term “Fully Diluted Shares” shall
mean (i) the shares of Common Stock outstanding as of a specified date, and
(ii) the shares of Common Stock into or for which rights, options, warrants or
other securities outstanding as of such date are exercisable or convertible
(other than the Warrants).



          The adjustments shall be made successively whenever any such rights,
options or warrants are issued and shall become effective immediately after the
relevant Time of Determination. To the extent that shares of Common Stock are
not delivered after the expiration of such rights or warrants, the Exercise
Rate for each Warrant then outstanding shall be readjusted to the Exercise Rate
which would otherwise be in effect had the adjustment made upon the issuance of
such rights or warrants been made on the basis of delivery of only the number
of shares of Common Stock actually delivered. In the event that such rights or
warrants are not so issued, the Exercise Rate for each Warrant then outstanding
shall again be adjusted to be the Exercise Rate which would then be in effect
if such date fixed for determination of stockholders entitled to receive such
rights or warrants had not been so fixed.



          No adjustment shall be made under this paragraph (b) if the application of
the formula stated above in this paragraph (b) would result in a value of E’
that is lower than the value of E.



          No adjustment in the Exercise Rate shall be made under this paragraph (b)
upon the conversion, exchange or exercise of options to acquire shares of
Common Stock by officers, directors,



-19-









 







employees or consultants of the Company;
provided that the exercise price of such options, at the time of issuance
thereof, is at least equal to the then Current Market Value of the Common Stock
underlying such options.



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



          (c) Reorganization of Company; Special Distributions. (i) If the
Company, in a single transaction or through a series of related transactions,
merges, consolidates or amalgamates with or into any other person or sells,
assigns, transfers, leases, conveys or otherwise disposes of all or
substantially all of its properties and assets to another person or group of
affiliated persons or is a party to a merger or binding share exchange which
reclassifies or changes its outstanding Common Stock (a “Fundamental
Transaction”), as a condition to consummating any such transaction the person
formed by or surviving any such consolidation or merger if other than the
Company or the person to whom such transfer has been made (the “Surviving
Person”) shall enter into a supplemental warrant agreement. The supplemental
warrant agreement shall provide that the holder of a Warrant then outstanding
may exercise it for the kind and amount of securities, cash or other assets
which such holder would have received immediately after the Fundamental
Transaction if such holder had exercised the Warrant immediately before the
effective date of the transaction (regardless of whether the Warrants are then
exercisable and without giving effect to the Cashless Exercise option),
assuming (to the extent applicable) that such holder (i) was not a constituent
person or an affiliate of a constituent person to such transaction, (ii) made
no election with respect thereto, and (iii) was treated alike with the
plurality of non-electing holders.



          (ii) Notwithstanding the foregoing, if the Company enters into a
Fundamental Transaction with another Person (other than a subsidiary of the
Company) and consideration is payable to holders of shares of Capital Stock (or
other securities or property) issuable or deliverable upon exercise of the
Warrants that are exercisable in exchange for their shares in connection with
such Fundamental Transaction which consists solely of cash, then the holders of
Warrants shall be entitled to receive distributions on the date of such event
on an equal basis with holders of such shares (or other securities issuable
upon exercise of the Warrants) as if the Warrants had been exercised
immediately prior to such event, less the Exercise Price therefor. Upon
receipt of such payment, if any, the rights of a holder of such a Warrant shall
terminate and cease and such holder’s Warrants shall expire.



          (iii) If this paragraph (c) applies, it shall supersede the application of
paragraph (a) of this Section 5.01.



          (d) Notice of Adjustment. Whenever the Exercise Rate or Exercise Price
is adjusted, the Company shall promptly mail to holders of Warrants then
outstanding at the addresses appearing on the Warrant Register a notice of the
adjustment. The Company shall file with the Warrant Agent and any other
Registrar such notice and a certificate from the Company’s independent public
account-



-20-









 







ants briefly stating the facts requiring the adjustment and the manner
of computing it. The certificate shall be conclusive evidence that the
adjustment is correct. Neither the Warrant Agent nor any such Registrar shall
be under any duty or responsibility with respect to any such certificate except
to exhibit the same during normal business hours to any holder desiring
inspection thereof.



          (e) Company Determination Final. Any determination that the Company or
the Board of Directors of the Company must make pursuant to this Section 5.01
is conclusive.



          (f) Warrant Agent’s Adjustment Disclaimer. The Warrant Agent has no duty
to determine when an adjustment under this Section 5.01 should be made, how it
should be made or what it should be. The Warrant Agent has no duty to
determine whether a supplemental warrant agreement under paragraph (e) need be
entered into or whether any provisions of any supplemental warrant agreement
are correct. The Warrant Agent shall not be accountable for and makes no
representation as to the validity or value of any securities or assets issued
upon exercise of Warrants. The Warrant Agent shall not be responsible for the
Company’s failure to comply with this Section 5.01.



          (g) Adjustment for Tax Purposes. The Company may make such increases in
the Exercise Rate, in addition to those otherwise required by this Section, as
it considers to be advisable in order that any event treated for Federal income
tax purposes as a dividend of stock or stock rights shall not be taxable to the
recipients.



          (h) Underlying Shares. The Company shall at all times reserve and keep
available, free from preemptive rights, out of its authorized but unissued
Common Stock or Common Stock held in the treasury of the Company, for the
purpose of effecting the exercise of Warrants, the full number of Shares then
deliverable upon the exercise of all Warrants then outstanding and payment of
the exercise price, and the shares so deliverable shall be fully paid and
nonassessable and free from all liens and security interests.



          (i) Specificity of Adjustment. Irrespective of any adjustments in the
number or kind of shares purchasable upon the exercise of the Warrants, Warrant
Certificates theretofore or thereafter issued may continue to express the same
number and kind of Shares per Warrant as are stated on the Warrant Certificates
initially issuable pursuant to this Agreement.



          (j) Voluntary Adjustment. The Company from time to time may increase the
Exercise Rate or reduce the Exercise Price by any number and for any period of
time (provided that such period is not less than 20 Business Days). Whenever
the Exercise Rate is so increased or the Exercise Price so reduced, the Company
shall mail to holders at the addresses appearing on the Warrant Register and
file with the Warrant Agent a notice of the increase. The Company shall give
the notice at least 15 days before the date the increased Exercise Rate or
decreased Exercise Price takes effect. The notice shall state the increased
Exercise Rate or decreased Exercise Price and the period it will be in effect.
A voluntary increase in the Exercise Rate or decrease in the Exercise Price
does not change or adjust the Exercise Rate or Exercise Price otherwise in
effect as determined by this Section 5.01.



          (k) Multiple Adjustments. After an adjustment to the Exercise Rate or
Exercise Price for outstanding Warrants under this Article V, any subsequent
event requiring an adjustment



-21-









 







under this Article V shall cause an adjustment to
the Exercise Rate or Exercise Price for outstanding Warrants as so adjusted.



          (l) Minimum Exercise Price. Notwithstanding anything to the contrary
contained in this Agreement, if the Exercise Price, as adjusted pursuant to
this Agreement (other than this Section 5.01(l)), shall be less than the par
value of the related Share, then such Exercise Price, as so adjusted, for all
purposes of this Agreement, shall be an amount equal to the par value of such
related Shares.



          (m) Definitions.



          “Capital Stock” means, with respect to any person, any and all shares,
interests, participations, rights in, or other equivalents (however designated
and whether voting or non-voting) of, such person’s capital stock, whether
outstanding on the Issue Date (as defined in the Indenture) or issued after the
Issue Date, and any and all rights, warrants or options exchangeable for or
convertible into such capital stock.



          “Current Market Value” per share of Common Stock of the Company or any
other security at any date means (i) if the security is not registered under
the Exchange Act, the fair market value of the security, determined by an
Independent Financial Expert or (ii) (a) if the security is registered under
the Exchange Act, the average of the daily closing sales prices of the
securities for the 20 consecutive days immediately preceding such date, or (b)
if the security has been registered under the Exchange Act for less than 20
consecutive trading days immediately preceding such date, then the offering
price of the security in the transaction causing registration under the
Exchange Act, in the case of each of (ii)(a) and (ii)(b), as certified to the
Warrant Agent by the President, any Vice President or the Chief Financial
Officer of the Company. The closing sales price for each such trading day
shall be: (A) in the case of a security listed or admitted to trading on any
United States national securities exchange or quotation system, the closing
sales price, regular way, on such day, or if no sale
takes place on such day, the average of the closing bid and asked prices
on such day, (B) in the case of a security not then listed or admitted to
trading on any United States national securities exchange or quotation system,
the last reported sale price on such day, or if no sale takes place on such
day, the average of the closing bid and asked prices on such day, as reported
by a reputable quotation source designated by the Company, (C) in the case of a
security not then listed or admitted to trading on any United States national
securities exchange or quotation system and as to which no such reported sale
price or bid and asked prices are available, the average of the reported high
bid and low asked prices on such day, as reported by a reputable quotation
service, or a newspaper of general circulation in the Borough of Manhattan,
City and State of New York customarily published on each Business Day,
designated by the Company, or, if there shall be no bid and asked prices on
such day, the average of the high bid and low asked prices, as so reported, on
the most recent day (not more than 30 days prior to the date in question) for
which prices have been so reported and (D) if there are not bid and asked
prices reported during the 30 days prior to the date in question, the Current
Market Value shall be determined by the Board of Directors of the Company or an
Independent Financial Expert.



          “Independent Financial Expert” means a United States investment banking
firm of national or regional standing in the United States (i) which does not,
and whose directors, officers and



-22-









 







employees or Affiliates do not have a direct
or indirect material financial interest for its proprietary account in the
Company or any of its Affiliates and (ii) which, in the judgment of the Board
of Directors of the Company, is otherwise independent with respect to the
Company and its Affiliates and qualified to perform the task for which it is to
be engaged.



          (n) When De Minimis Adjustment May Be Deferred. No adjustment in the
Exercise Rate or Exercise Price need be made unless the adjustment would
require an increase of at least 1% in the Exercise Rate. Any adjustments that
are not made shall be carried forward and taken into account in any subsequent
adjustments. All calculations under this Section 5.01 shall be made to the
nearest 1/100th of a share, as the case may be.



          SECTION 5.02. Fractional Shares. The Company will not be required to
issue fractional Shares upon exercise of the Warrants or distribute Share
certificates that evidence fractional Shares. In the event a holder is
required by Section 2.02(c) to make a Cashless Exercise, and the Company
determines not to issue fractional Shares, the number of Shares issuable shall
be rounded up to the nearest whole number. In addition, in no event shall any
holder of Warrants be required to make any payment of a fractional cent. In
lieu of fractional Shares, the Company may pay to the registered holders of
Warrant Certificates at the time Warrants evidenced thereby are exercised as
herein provided an amount in cash equal to the same fraction of the Current
Market Value, per Share on the Business Day preceding the date the Warrant
Certificates evidencing such Warrants are surrendered for exercise. Such
payments will be made by check or by transfer to an account maintained by such
registered holder with a bank in The City of New York. If any holder
surrenders for exercise more than one Warrant Certificate, the number of Shares
deliverable to such holder may, at the option of the Company, be computed on
the basis of the aggregate amount of all the Warrants exercised by such holder.



          SECTION 5.03. Certain Distributions. If at any time the Company grants,
issues or sells options, convertible securities, or
rights to purchase Capital Stock, warrants or other securities pro rata to
the record holders of any Common Stock (the “Distribution Rights”) or, without
duplication, makes any dividend or otherwise makes any distribution, including,
subject to applicable law, pursuant to any plan of liquidation (“Distribution”)
on Common Stock (whether in cash, property, evidences of indebtedness or
otherwise), then the Company shall grant, issue, sell or make to each
registered holder of Warrants then outstanding, the aggregate Distribution
Rights or Distribution, as the case may be, which such holder would have
acquired if such holder had held the maximum number of Shares acquirable upon
complete exercise of such holder’s Warrants (regardless of whether the Warrants
are then exercisable and without giving effect to the Cashless Exercise option)
immediately before the record date for the grant, issuance or sale of such
Distribution Rights or Distribution, as the case may be, or, if there is no
such record date, the date as of which the record holders of Common Stock are
to be determined for the grant, issue or sale of such Distribution Rights or
Distribution, as the case may be.



-23-









 





ARTICLE VI




CONCERNING THE WARRANT AGENT




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



          SECTION 6.02. Conditions of Warrant Agent’s Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof and in the Warrant Certificates, including the following, to all of
which the Company agrees and to all of which the rights hereunder of the
holders from time to time of the Warrant Certificates shall be subject:




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




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




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



-24-









 






          (d) The Warrant Agent shall be fully protected and shall incur no
liability for or in respect of any action taken or omitted to be taken or
thing suffered by it in reliance upon any Warrant Certificate, notice,
direction, consent, certificate, affidavit, opinion of counsel,
instruction, statement or other paper or document reasonably believed by
it to be genuine and to have been presented or signed by the proper
parties.




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




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




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




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




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




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




             (2) if reasonably necessary in the sole judgment of the
Warrant Agent, an opinion of counsel for the Company stating that,
in the opinion of such counsel, all



-25-









 






such conditions precedent have
been complied with provided that such matter is one customarily
opined on by counsel.




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




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




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




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




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




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




          (k) Unless otherwise specifically provided herein, any order,
certificate, notice, request, direction or other communication from the
Company made or given under any provision of this Agreement shall be
sufficient if signed by its chairman of the Board of Directors, its
president, its treasurer, its controller or any vice president or its
secretary or any assistant secretary.




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




          (m) the Company agrees that it will perform, execute, acknowledge
and deliver, or cause to be performed, executed, acknowledged and
delivered, all such further and other acts,



-26-









 






instruments and assurances as
may reasonably be required by the Warrant Agent for the carrying out or
performing by the Warrant Agent of the provisions of this Agreement.




          (n) The Warrant Agent is hereby authorized and directed to accept
written instructions with respect to the performance of its duties
hereunder from any one of the chairman of the Board of Directors, the
president, the treasurer, the controller, any vice president or the
secretary or assistant secretary of the Company or any other officer or
official of the Company reasonably believed to be authorized to give such
instructions and to apply to such officers or officials for advice or
instructions in connection with its duties, and it shall not be liable
for any action taken or suffered to be taken by it in good faith in
accordance with instructions with respect to any matter arising in
connection with the Warrant Agent’s duties and obligations arising under
this Agreement. Such application by the Warrant Agent for written
instructions from the Company may, at the option of the Warrant Agent,
set forth in writing any action proposed to be taken or omitted by the
Warrant Agent with respect to its duties or obligations under this
Agreement and the date on or after which such action shall be taken and
the Warrant Agent shall not be liable for any action taken or omitted in
accordance with a proposal included in any such application on or after
the date specified therein (which date shall be not less than 10 Business
Days after the Company receives such application unless the Company
consents to a shorter period), provided that (i) such application
includes a statement to the effect that it is being made pursuant to this
paragraph (n) and that unless objected to prior to such date specified in
the application, the Warrant Agent will not be liable for any such action
or omission to the extent set forth in such paragraph (n) and (ii) prior
to taking or omitting any such action, the Warrant Agent has not received
written instructions objecting to such proposed action or omission.




          (o) Whenever in the performance of its duties under this Agreement
the Warrant Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the 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 certificate signed
on behalf of the Company by any one of the chairman of the Board of
Directors, the president, the treasurer, the controller, any vice
president or the secretary or assistant secretary of the Company or
any other officer or official of the Company reasonably believed to be
authorized to give such instructions and delivered to the Warrant Agent;
and such certificate shall be full authorization to the Warrant Agent for
any action taken or suffered in good faith by it under the provisions of
this Agreement in reliance upon such certificate.




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



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



-27-









 





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



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



          (d) Any successor Warrant Agent, whether appointed by the Company or by a
court, shall be a bank or trust company in good standing, incorporated under
the laws of the United States of America or any State thereof and having, at
the time of its appointment, a combined capital surplus of at least $250
million. Such successor Warrant Agent shall execute and deliver to its
predecessor and to the Company an instrument accepting such appointment
hereunder and all the provisions of this Agreement, and thereupon such
successor Warrant Agent, without any further act, deed or conveyance, shall
become vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as Warrant Agent
hereunder, and such predecessor shall thereupon become obligated to (i)
transfer and deliver, and such successor Warrant Agent shall be entitled to
receive, all securities, records or other property on deposit with or held by
such predecessor as Warrant Agent hereunder and (ii) upon payment of the
amounts then due it pursuant to Section 6.02(a) hereof, pay over, and such
successor Warrant Agent shall be entitled to receive, all monies deposited with
or held by any predecessor Warrant Agent hereunder.



-28-









 





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



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



ARTICLE VII




MISCELLANEOUS




          SECTION 7.01. Amendment. This Agreement and the terms of the Warrants may
be amended by the Company and the Warrant Agent, without the consent of the
holder of any Warrant Certificate, for the purpose of curing any ambiguity, or
of curing, correcting or supplementing any defective or inconsistent provision
contained herein or therein, or to effect any assumptions of the Company’s
obligations hereunder and thereunder by a successor corporation under the
circumstances described in Section 5.01(d) hereof or in any other manner which
the Company may deem necessary or desirable and which shall not adversely
affect the interests of the holders of the Warrant Certificates.



          The Company and the Warrant Agent may amend, modify or supplement this
Agreement and the terms of the Warrants, and waivers to departures from the
terms hereof and thereof may be given, with the consent of the Requisite
Warrant Holders (as defined below) for the purpose of adding any provision to
or changing in any manner or eliminating any of the provisions of this
Agreement or modifying in any manner the rights of the holders of the
outstanding Warrants; provided, however, that no such modification that
increases the Exercise Price or decreases the Exercise
Rate, makes any change to the last paragraph of Section 5.01(d), reduces
the period of time during which the Warrants are exercisable hereunder, or
effects any change to this Section 7.01 may be made with respect to any Warrant
without the consent of the holder of such Warrant. “Requisite Warrant Holders”
means (i) in the case of any amendment, modification, supplement or waiver
affecting Warrant Holders, the holders of a majority in number of the
outstanding Warrants so affected, or (ii) in the case of any amendment,
modification, supplement or waiver affecting Warrant Holders, a majority in
number of Shares represented by the Warrants that would be issuable assuming
exercise thereof at the time such amendment, modification, supplement or waiver
is voted upon. Notwithstanding any other provision of this Agreement, the
Warrant Agent’s consent must be obtained regarding any supplement or amendment
which alters the Warrant Agent’s rights or duties (it being expressly
understood that the foregoing shall not be in derogation of the right of the
Company to remove the Warrant Agent in accordance with Section 6.03 hereof).
For purposes of any amendment, modification or waiver hereunder, Warrants held
by the Company or any of its Affiliates shall be disregarded.



-29-









 





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



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



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



          To the Company:




	 	 	 	Transportation Acquisition I Corp.

980 North Michigan Avenue

Suite 1000

Chicago, IL 60611
	 
	 	 	 	Attention: General Counsel
	 
	 	 	 	Facsimile: (312) 280-4820

Telephone: (312) 280-8844





          To the Warrant Agent:




	 	 	 	First Union National Bank

1525 West W.T. Harris Blvd. 3C3

Charlotte, NC 28262
	 
	 	 	 	Attention: Corporate Trust Group
	 
	 	 	 	Facsimile: (704) 590-7598

Telephone: (704) 590-4520





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



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



-30-









 





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



          SECTION 7.06. Persons Having Rights Under Agreement. Nothing in this
Agreement expressed or implied and nothing that may be inferred from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give
to, any person or corporation other than the Company, the Warrant Agent, the
holders of the Warrant Certificates and, with respect to Sections 4.04 and
4.05, the holders of Shares issued pursuant to Warrants, any right, remedy or
claim under or by reason of this Agreement or of any covenant, condition,
stipulation, promise or agreement hereof; and all covenants (except for Section
4.04 which shall be for the benefit of all holders of Shares issued pursuant to
Warrants), conditions, stipulations, promises and agreements in this Agreement
contained shall be for the sole and exclusive benefit of the Company and the
Warrant Agent and their successors and of the holders of the Warrant
Certificates.



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



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



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



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



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



-31-









 





[Signature Page Follows]




-32-









 








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


	 	 	 	 	 
	 	TRANSPORTATION ACQUISITION I CORP.

 	 
	 	By:  	/s/ Kenneth M. Tallering
 	 
	 	 	Name:  	Kenneth M. Tallering 	 
	 	 	Title:  	Vice President, General Counsel and Secretary 	 




S-1









 






	 	 	 	 	 



	 	 	 	 	 
	 	FIRST UNION NATIONAL BANK,

      as Warrant Agent

 	 
	 	By:  	/s/ Kenneth E. Staab
 	 
	 	 	Name:  	Kenneth E. Staab 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	                                         ATTEST: /s/ Tara D. Baucher
 	 
	 	 	 
	 	 	 



-2-









 






	 	 	 	 	 



EXHIBIT A




[FORM OF WARRANT CERTIFICATE]




[FACE]





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



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



A-1









 





          THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A COMMON
STOCK REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 9, 2000 AMONG THE
COMPANY, CERTAIN STOCKHOLDERS OF THE COMPANY, CIBC INC. AND FIRST UNION
INVESTORS, INC., A COPY OF WHICH IS ON FILE WITH THE WARRANT AGENT.



A-2









 





No. [  ] [     ] Warrants




WARRANT CERTIFICATE




TRANSPORTATION ACQUISITION I CORP.




          This Warrant Certificate certifies that [       ], or registered assigns,
is the registered holder of [    ] Warrants (the “Warrants”) to purchase shares
of Common Stock, par value $0.01 per share (the “Common Stock”), of
TRANSPORTATION ACQUISITION I CORP., a Delaware corporation (the “Company”,
which term includes its successors and assigns). Each Warrant entitles the
holder to purchase from the Company at any time from 9:00 a.m. New York City
time on or after the Exercisability Date until 5:00 p.m., New York City time,
on March 9, 2010 (the “Expiration Date”) (provided, however, in no event may
any Escrow Warrant delivered to the Escrow Agent pursuant to the Purchase
Agreement be exercised prior to its release to the Holder thereof pursuant to
the terms of the Warrant Escrow Agreement), 1.240312 fully paid, registered and
non-assessable shares of Common Stock, subject to adjustment as provided in
Article V of the Warrant Agreement, at the exercise price of $0.01 for each
share purchased (the “Exercise Price”), subject to adjustment as provided in
Article V of the Warrant Agreement (the shares of Common Stock purchasable upon
exercise of a Warrant being herein referred to as the “Shares” and, unless the
context otherwise requires, such term shall also mean the other securities or
property purchasable and deliverable upon exercise of a Warrant as provided in
the Warrant Agreement), upon surrender of this Warrant Certificate and payment
of the Exercise Price (i) by wire transfer or certified check, (ii) pursuant to
the next sentence or (iii) in any combination of (i) and (ii), at any office or
agency maintained for that purpose by the Company (the “Warrant Agent Office”),
subject to the conditions set forth herein and in the Warrant Agreement. A
Warrant may also be exercised solely by the surrender of the Warrant, and
without the payment of the Exercise Price in cash, for such number of Shares
equal to the product of (1) the number of Shares for which such Warrant is
exercisable with payment of the Exercise Price as of the date of exercise and
(2) the Cashless Exercise Ratio. For purposes of this Warrant, the “Cashless
Exercise Ratio” shall equal a fraction, the numerator of which is the excess of
the Current Market Value per share of the Common Stock on the date of exercise
over the Exercise Price per share as of the date of exercise and the
denominator of which is the Current Market Value per share of the Common Stock
on the date of exercise. An exercise of a Warrant in accordance with the
immediately preceding sentences is herein called a “Cashless Exercise.” Upon
surrender of a Warrant Certificate representing more than one Warrant in
connection with the Holder’s option to elect a Cashless Exercise, the number of
Shares deliverable upon a Cashless Exercise shall be equal to the Cashless
Exercise Ratio multiplied by the product of (a) the number of Warrants that the
holder specifies is to be exercised pursuant to a Cashless Exercise and (b) the
number of Shares for which such Warrant is then exercisable (without giving
effect to the Cashless Exercise Option). If the Company has not effected the
registration under the Securities Act of the offer and sale of the Shares by
the Company to the holders of the Warrants upon the exercise thereof, the
Company may elect to require that holders of the Warrants effect the exercise
of the Warrants solely pursuant to the Cashless Exercise option and may also
amend the Warrants to eliminate the requirement for payment of the Exercise
Price with respect to such Cashless Exercise option. All provisions of the
Warrant Agreement shall be applicable with respect to an exercise of a Warrant
Certificate pursuant to a Cashless Exercise for less than the full number of
Warrants represented thereby. Capitalized terms used herein without being
defined herein shall have the definitions ascribed to such terms in the Warrant
Agreement.



A-3









 





          “Current Market Value” per share of Common Stock of the Company or any
other security at any date means (i) if the security is not registered under
the Exchange Act, the fair market value of the security, determined by an
Independent Financial Expert or (ii) (a) if the security is registered under
the Exchange Act, the average of the daily closing sales prices of the
securities for the 20 consecutive days immediately preceding such date, or (b)
if the security has been registered under the Exchange Act for less than 20
consecutive trading days before such date, then the offering price of the
security in the transaction causing registration under the Exchange Act, in the
case of each of (ii)(a) and (ii)(b), as certified to the Warrant Agent by the
President, any Vice President or the Chief Financial Officer of the Company.
The closing sales price for each such trading day shall be: (A) in the case of
a security listed or admitted to trading on any United States national
securities exchange or quotation system, the closing sales price, regular way,
on such day, or if no sale takes place on such day, the average of the closing
bid and asked prices on such day, (B) in the case of a security not then listed
or admitted to trading on any United States national securities exchange or
quotation system, the last reported sale price on such day, or if no sale takes
place on such day, the average of the closing bid and asked prices on such day,
as reported by a reputable quotation source designated by the Company, (C) in
the case of a security not then listed or admitted to trading on any United
States national securities exchange or quotation system and as to which no such
reported sale price or bid and asked prices are available, the average of the
reported high bid and low asked prices on such day, as reported by a reputable
quotation service, or a newspaper of general circulation in the Borough of
Manhattan, City and State of New York customarily published on each Business
Day, designated by the Company, or, if there shall be no bid and asked prices
on such day, the average of the high bid and low asked prices, as so reported,
on the most recent day (not more than 30 days prior to the date in question)
for which prices have been so reported and (D) if there are not bid and asked
prices reported during the 30 days prior to the date in question, the Current
Market Value shall be determined by the Board of Directors of the Company or an
Independent Financial Expert.



          “Exercisability Date” means, with respect to each Warrant, the date of
original issuance thereof.



          “Independent Financial Expert” means a United States investment banking
firm of national or regional standing, (i) which does not, and whose directors,
officers and employees or Affiliates do not have a direct or indirect material
financial interest for its proprietary account in the Company or any of its
Affiliates and (ii) which, in the judgment of the Board of Directors of the
Company, is otherwise independent with respect to the Company and its
Affiliates and qualified to perform the task for which it is to be engaged.



          No exercise of the Warrants may be effected which does not call for the
issuance of a number of shares of Common Stock in direct proportion (subject
only to rounding with respect to fractional shares) to the aggregate number of
shares of Common Stock then issuable upon exercise of the Warrants evidenced
hereby.



          The Company has initially designated the principal corporate trust office
of the Warrant Agent in the Borough of Manhattan, The City of New York, as the
initial Warrant Agent Office. The number of Shares issuable upon exercise of
the Warrants (“Exercise Rate”) is subject to adjustment upon the occurrence of
certain events set forth in the Warrant Agreement.



          Any Warrants not exercised on or prior to 5:00 p.m., New York City time,
on March 9, 2010 shall thereafter be void.



A-4









 





          If the Company merges, amalgamates or consolidates with or into, or sells
all or substantially all of its property and assets to, another Person solely
for cash, the holders of Warrants shall be entitled to receive distributions on
the date of such event on an equal basis with holders of Shares (or other
securities issuable upon exercise of the Warrants) as if the Warrants had been
exercised immediately prior to such event (less the Exercise Price).



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



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



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



A-5









 





          WITNESS the seal of the Company and signatures of its duly authorized
officers.



     Dated:


	 	 	 	 	 
	 	TRANSPORTATION ACQUISITION I CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Attest:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




A-6









 






	 	 	 	 	 




          Certificate of Authentication:



This is one of the Warrants

referred to in the within

mentioned Warrant Agreement:


	 	 	 	 	 
	 	FIRST UNION NATIONAL BANK,

     as Warrant Agent

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 




A-7









 






	 	 	 	 	 



[FORM OF WARRANT CERTIFICATE]




[REVERSE]




TRANSPORTATION ACQUISITION I CORP.





          The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants expiring at 5:00 p.m., New York City time, on
March 9, 2010 (the “Expiration Date”), each of which represents the right to
purchase at any time on or after the Exercisability Date (as defined in the
Warrant Agreement) and on or prior to the Expiration Date 1.240312 shares of
Common Stock, subject to adjustment as set forth in the Warrant Agreement. The
Warrants are issued pursuant to a Warrant Agreement dated as of March 9, 2000
(the “Warrant Agreement”), duly executed and delivered by the Company to First
Union National Bank, as Warrant Agent (the “Warrant Agent”), which Warrant
Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the holders (the words “holders” or holder”
meaning the registered holders or registered holder) of the Warrants.



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



          If all of the items referred to in the preceding paragraph are received by
the Warrant Agent at or prior to 11:00 a.m., New York City time, on a Business
Day, the exercise of the Warrant to which such items relate will be effective
on such Business Day. If any items referred to in the preceding paragraph are
received after 11:00 a.m., New York City time, on a Business Day, the exercise
of the Warrants to which such item relates will be deemed to be effective on
the next succeeding Business Day. Notwithstanding the foregoing, in the case
of an exercise of Warrants on March 9, 2010, if all of the items referred to in
the preceding paragraph are received by the Warrant Agent at or prior to 5:00
p.m., New York City time, on such Expiration Date, the exercise of the
Warrants to which such items relate will be effective on the Expiration Date.



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



          The Company will not be required to issue fractional shares of Common
Stock upon exercise of the Warrants or distribute Share certificates that
evidence fractional shares of Common Stock. In lieu of fractional shares of
Common Stock, the Company may pay to the registered Holder



A-8









 







of this Warrant Certificate at the time such Warrant Certificate is
exercised an amount in cash equal to the same fraction of the Current Market
Value per share of Common Stock on the Business Day preceding the date this
Warrant Certificate is surrendered for exercise.



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



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



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



          The term “Business Day” shall mean any day on which (i) banks in New York
City, (ii) the principal U.S. securities exchange or market, if any, on which
the Common Stock is listed or admitted to trading and (iii) the principal U.S.
securities exchange or market, if any, on which the Warrants are listed or
admitted to trading are open for business.



          The Warrants and the Shares are entitled to the benefits of a registration
rights agreement relating to the Warrants and the shares of Common Stock
issuable upon exercise thereof (the “Registration Rights Agreement”). The
Common Stock Registration Rights Agreement provides the holders of Registrable
Securities with the right, subject to the conditions and limitations contained
therein, to include the Registrable Securities in certain registration
statements filed by the Company for its account or for the account of any of
its securityholders.



A-9









 





(FORM OF ELECTION TO EXERCISE)




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



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



          $[      ] in cash or by certified or official bank check; or by surrender
of Warrants pursuant to a Cashless Exercise (as defined in the Warrant
Agreement) for [      ] shares of Common Stock at the current Cashless
Exercise Ratio.



          The undersigned requests that a certificate representing such Shares be
registered in the name of    whose address is
   and that such shares be delivered to
   whose address is    . Any
cash payments to be paid in lieu of a fractional Share should be made to
   whose address is    and the check
representing payment thereof should be delivered to    
whose address is    .




	 	 	 
	Date:
	 	 
	

	 	
 






	 	 	 
	Name of holder of

Warrant Certificate:
	 	 
	

	 	
 
	

	 	(Please Print)







          Tax Identification or



          Social Security Number:    



          Address:    



             





	 	 	 
	Signature:
	 	 
	

	 	
 






	 	 	 
	Note:

	 	The above
signature must correspond with the name as
written upon the face of this Warrant
Certificate in every particular, without
alteration or enlargement or any change
whatever and if the certificate representing
the Shares or any Warrant Certificate
representing Warrants not exercised is to be
registered in a name other than that in which
this Warrant Certificate is registered, or if
any cash payment to be paid in lieu of a
fractional share is to be made to a person
other than the registered holder of this
Warrant Certificate, the signature of the
holder hereof must be guaranteed as provided
in the Warrant Agreement.







Dated ____________________, ___




A-10









 










	 	 	 
	Signature:
	 	 
	

	 	
 






	 	 	 
	Note:

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









	 	 	 
	Signature
Guaranteed:
	 	 
	

	 	
 






[FORM OF ASSIGNMENT]




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



Dated ____________________, ____






	 	 	 
	Signature:
	 	 
	

	 	
 






	 	 	 
	Note:

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








	 	 	 
	Signature
Guaranteed:
	 	 
	

	 	
 







A-11









 





SCHEDULE OF EXCHANGES OF CERTIFICATED WARRANTS1




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



	 	 	 
	 	 	 	 	 	 	 	 	Number of	 	 	 
	 	 	 	 	 	 	 	 	Warrants of	 	 	 
	 	 	Amount of	 	 	Amount of	 	 	this Global	 	 	 
	 	 	decrease in	 	 	increase in	 	 	Warrant	 	 	Signature of
	 	 	Number of	 	 	Number of	 	 	following	 	 	authorized
	Date of	 	Warrants of this	 	 	Warrants of this	 	 	such decrease	 	 	officer of
	Exchange
	 	Global Warrant
	 	 	Global Warrant
	 	 	(or increase)
	 	 	Warrant Agent












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




A-12









 










EXHIBIT B




FORM OF LEGEND FOR GLOBAL WARRANT




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




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




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



B-1









 





EXHIBIT C




CERTIFICATE TO BE DELIVERED UPON EXCHANGE

OR REGISTRATION OF TRANSFER OF WARRANTS




	 	 	 
	Re:

	 	Warrants to Purchase Common Stock (the “Warrants”) of
	

	 	TRANSPORTATION ACQUISITION I CORP.







          This Certificate relates to    Warrants held in*    book-entry or*
   certificated form by    (the “Transferor”).



The Transferor:*




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



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



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



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



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



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



     o Such Warrant is being transferred in reliance on Regulation S under the Act.



     o Such Warrant is being transferred in accordance with Rule 144 under the Act.



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



	 	 	 
	 
	 

	 	

	 

	 	[INSERT NAME OF TRANSFEROR]







C-1









 






	 	 	 	 	 
	 

	 	By:	 	 
	

	 	 	 	
 







	 	 	 
	Date:
	 	 
	

	 	
 
	

	 	           *Check applicable box.







C-2









 






EXHIBIT D




Form of Certificate to Be

Delivered in Connection with

Transfers to Institutional Accredited Investors




                      ,           




First Union National Bank

1525 West W.T. Harris Blvd. 3C3

Charlotte, NC 28262



Attention: Corporate Trust Department




Ladies and Gentlemen:




               In connection with our proposed purchase of warrants (the “Warrants”) to
purchase Common Stock of Transportation Acquisition I Corp. (the “Company”), we
confirm that:




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




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




          3. We understand that the offer and sale of the Warrants have not
been registered under the Securities Act, and that the Warrants may not
be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons except as permitted in the following sentence.
We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell any Warrants
prior to (x) the date which is two years after the later of the date of
original issuance of the Warrants (or such shorter period as may be
prescribed by Rule 144(k) under the Securities Act or any successor
provision thereto) or the last day on which the Company or any affiliate
of the Company was owner of such Warrants, or any predecessor thereto,
and (y) such later date, if any, as may be required by applicable laws,
we will do so only (A) to the Company, (B) inside the United States in
accordance with Rule 144A under the Securities Act to a “qualified
institutional buyer” (as defined therein), (C) inside the United States
to an institutional “accredited investor” (as defined below) that, prior
to such transfer, furnishes (or has furnished on its behalf by a U.S.
broker-dealer) to the Warrant Agent a signed letter substantially in the
form hereof, (D) outside the United States in accordance with Regulation
S under the Securities Act, (E) pursuant to the exemption from
registration provided by Rule 144 under the Securities



D-1









 






Act (if available)
or (F) pursuant to an effective registration statement under the
Securities Act and (G) pursuant to another available exemption under the
Securities Act, and we further agree to provide to any person purchasing
Warrants from us a notice advising such purchaser that resales of the
Warrants are restricted as stated herein.




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




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




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



D-2









 





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



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	[Name of Transferee]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	[Authorized Signatory]







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



Name:



Address:



Taxpayer ID Number:



D-3









 








EXHIBIT E




Form of Certificate to Be

Delivered in Connection

with Regulation S Transfers




                     ,           




FIRST UNION NATIONAL BANK

1525 West W.T. Harris Blvd. 3C3

Charlotte, NC 28262



Attention: Corporate Trust Department




Ladies and Gentlemen:



          In connection with our proposed sale of Warrants of Transportation
Acquisition I Corp. (the “Company”), we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the Securities
Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent
that:




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




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




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




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




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




          (6) if the circumstances set forth in Rule 904(c) under the
Securities Act are applicable, we have complied with the additional
conditions therein, including (if applicable) sending a confirmation
or other notice stating that the Warrants may be offered and sold
during the restricted period specified in Rule 903(c)(2) or (3), as
applicable, in



E-1









 






accordance with the provisions of Regulation S; pursuant to
registration of the Warrants under the Securities Act; or pursuant to
an available exemption from the registration requirements under the
Act.



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



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	

	 	Name of Transferee]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	[Authorized Signatory]







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



Name:



Address:



Taxpayer ID Number:




E-2