WARRANT AGREEMENT

1.1.   Issuance of Warrant. Concurrently with the execution and delivery of this Agreement, the Company shall issue and deliver to the Investor a warrant certificate (the “ Warrant Certificate ”) evidencing the Warrant to purchase the number of shares of Common Stock set forth opposite the name of the Investor on Schedule I hereto, with the Warrant Certificate being substantially in the form attached as Exhibit A hereto.

1.2.   Execution of Warrant Certificate .

(a)   The Warrant Certificate shall be executed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, one of its Vice Presidents or any other officer of the Company authorized by the Board.  In case the officer of the Company who shall have signed the Warrant Certificate (or any Warrant Certificate issued in replacement or substitution therefor) shall cease to be such an officer of the Company before issuance and delivery by the Company of such Warrant Certificate, such Warrant Certificate nevertheless may be issued and delivered with the same force and effect as though the individual who signed such Warrant Certificate had not ceased to be such an officer of the Company, and any Warrant Certificate may be signed on behalf of the Company by any individual who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement or the delivery of any such Warrant Certificate any such individual was not such an officer.

(b)   Registration Books .   The Company will keep or cause to be kept at its office maintained at the address of the Company set forth in Section 5.7 hereof, or at such other office of the Company of which the Company shall have given notice to each holder of a Warrant Certificate, books for registration and transfer of the Warrant Certificate issued hereunder.  Such books shall show the names and addresses of the respective each holder of a Warrant Certificate, the registration number and the number of Common Shares from time to time issuable upon exercise of any Warrant evidenced by each Warrant Certificate and the date of each such Warrant Certificate.

2.1.   Reservation of Common Shares.   The Company covenants and agrees that from and after the date hereof and until the date on which the Warrant has been fully exercised, it will at all times have such number of Common Shares reserved as authorized but unissued capital stock of the Company, free of preemptive or similar rights, as will be sufficient to permit the exercise in full of the Warrant issued hereunder (without regard to any limitations on the exercise thereof that may be set forth in the Warrant Certificate).

2.2.   Common Shares To Be Duly Authorized and Issued, Fully Paid and Nonassessable.   The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares delivered upon the exercise of the Warrant, at the time of delivery of the certificates representing such shares, shall be duly and validly authorized and issued and fully paid and nonassessable, free of any preemptive or similar rights and free of any Lien, other than Liens arising under applicable federal and state securities laws and Liens arising from the actions of the applicable holder of a Warrant.

2.3.   Listing of Stock .  As soon as reasonably practical following the date hereof, the Company shall, at its expense, cause the Common Shares issuable upon exercise of the Warrant to be listed on the same national securities exchange on which the Common Shares are listed, subject to official notice of issuance, and the Company shall use its commercially reasonable efforts to maintain such listing for so long as any Common Shares are so listed on such exchange.

2.4.   Transfer Taxes.   The Company covenants and agrees that it will pay when due and payable any and all U.S. federal, state, and local taxes and charges that may be payable in respect of the initial issuance or delivery of: (a) the Warrant Certificate; (b) each Warrant Certificate issued in exchange for any other Warrant Certificate pursuant to the terms of the Warrant Certificates; and (b) each Common Share issued upon the exercise of any Warrant.  Notwithstanding the foregoing, the Company shall not be required to: (i) pay any charges created by the Investor, income and franchise taxes incurred by the Investor in connection with the exercise of the Warrant or taxes in respect of any transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the registered holder of the Warrant Certificate evidencing any Warrant surrendered for exercise (any such tax being payable by the holder of such Warrant Certificate at the time of surrender); or (ii) issue or deliver any such certificates referred to in the foregoing clause (i) for Common Shares upon the exercise of any Warrant until any such tax referred to in the foregoing clause (i) shall have been paid or the holder of such Warrant shall have established to the reasonable satisfaction of the Company that such tax is not payable.

2.5.   Governmental Filings .  If it shall be necessary for the Company or the holder of any Warrant to make any filing with, provide any notification to, or otherwise obtain the consent or approval of, any Governmental Entity in connection with the exercise (in whole or in part) or transfer of any Warrant, then the Company shall cooperate with the holder of such Warrant with respect to, and shall use commercially reasonable efforts to assist such holder in making or obtaining, as applicable, any necessary filing, notification, consent or approval, as the case may be.  Without limiting the foregoing, if it shall be necessary for the Company or the holder of any Warrant to file a Notification and Report Form pursuant to the HSR Act in connection with the exercise (in whole or in part) or transfer of any Warrant, promptly following its receipt of a request from the holder of any such Warrant, the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act, and shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or by the Investor in connection therewith, and shall take all other reasonable actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable.  If any filing fees are payable in connection with the taking of the actions referred to this Section 2.5, the holder(s) of the Warrant(s) requesting that action be so taken as herein provided shall pay any such filing fees; provided, however, that if such holder is the Investor, the Company and the Investor shall each pay half of any such filing fees.

2.6.   Further Assurances .  Each of the parties hereto agrees to use commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary or desirable under applicable legal requirements, to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents.  If at any time after the date hereof, any further action is necessary or desirable to carry out the purposes of this Agreement or the other Transaction Documents, the parties hereto shall use commercially reasonable efforts to take or cause to be taken all such necessary or desirable action and execute, and deliver and file, or cause to be executed, delivered and filed, all necessary or desirable documentation.

3.1.   Representations and Warranties of the Company.   The Company represents and warrants to the Investor that as of the date hereof (and such other date or dates as may be expressly set forth below):

(a)   Corporate Organization.   The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.  Attached hereto as Exhibits B and C , respectively, are true and complete copies of the Amended and Restated Certificate of Incorporation and Bylaws of the Company, each as amended through the date hereof (the Amended and Restated Certificate of Incorporation and the Bylaws of the Company, each as amended through the date hereof, are hereinafter collectively referred to as the “ Organizational Documents ”).

(b)   Corporate Proceedings.   The Board of Directors of the Company (the “ Board ”) has authorized the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and, taking into account the limitations on the exercise of the Warrant set forth in the Warrant Certificate, no other corporate action is necessary to authorize such execution, delivery, performance and consummation.  Upon such execution and delivery, this Agreement and the other Transaction Documents shall constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) to the extent that the indemnification provisions contained therein may be limited by applicable federal or state securities laws.  The Board has authorized the issuance and delivery of the Warrant and the Common Shares issuable upon exercise of the Warrant in accordance with the terms of this Agreement and the Warrant Certificate.

(c)   Valid Issuance.   The Warrant and the Common Shares to be issued upon exercise of the Warrant pursuant to the terms of this Agreement and the Warrant Certificate, when issued in accordance with the provisions hereof and thereof, will be validly issued by the Company, and, with respect to the Common Shares, such Common Shares shall be fully paid and nonassessable securities of the Company.

(d)   Consents and Approvals; No Conflict.

(i)   Except with respect to filings required to be made under state or federal securities laws, and taking into account the limitations on the exercise of the Warrant set forth in the Warrant Certificate, the execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the creation, authorization, issuance and offer of the Warrant and the Common Shares to be issued upon exercise of the Warrant, do not require (x) any consent, approval or authorization of, notice to, or filing, registration or qualification with, any Person, including any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority, or any quasi-governmental or private body exercising any regulatory or other governmental or quasi-governmental authority (collectively, a “ Governmental Entity ”), on the part of the Company or any Subsidiary thereof, or (y) the vote, consent or approval in any manner of the holders of any security of the Company.

(ii)   The execution and delivery by the Company of this Agreement and the other Transaction Documents, the performance by the Company of its obligations hereunder and thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby does not and will not (x) conflict with or violate the terms and conditions of the Organizational Documents or the comparable organizational documents of any Subsidiary of the Company, (y) conflict in any material respect with, result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under or result in the creation of any material Lien on any property or asset of the Company or its Subsidiaries or in any obligation by the Company or its Subsidiaries to purchase or redeem, or offer to purchase or redeem, any capital stock or other securities of the Company or its Subsidiaries, under any contract, agreement, understanding or arrangement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, or (z) subject to the accuracy of the Investor’s representations and warranties contained in Section 3.2 hereof, violate any federal, state, or local law.

(e)   Capitalization.

(i)   As of the date hereof, the Company is authorized to issue 100,000,000 Common Shares and 1,000,000 shares of Preferred Stock, par value $0.01 per share (the “ Preferred Shares ”).  As of September 17, 2009, there were 27,217,459 Common Shares issued and outstanding (including 549,559 Common Shares that have been issued under the Stock Incentive Plans) and there were no Preferred Shares issued and outstanding, and since September 17, 2009 and through the date hereof, no additional Common Shares or Preferred Shares have been issued other than the issuance of Common Shares upon the exercise of stock options or settlement of other equity awards pursuant to the Company’s 2005 Stock Incentive Plan and 2006 Stock Incentive Plan (collectively, the “ Stock Incentive Plans ”).  As of September 17, 2009, 549,559 Common Shares were issuable upon or otherwise deliverable under the Stock Incentive Plans in connection with the exercise of outstanding stock options and the vesting of outstanding restricted stock or similar awards made thereunder, and, as of such date, 1,290,871 Common Shares are reserved for issuance under the Stock Incentive Plans for grants to be made after the date hereof.

(ii)   The outstanding Common Shares have been duly authorized and validly issued and are fully paid and nonassessable.  Except for the Common Shares issued and outstanding as of September 17, 2009 as set forth above (and any Common Shares issued following such date and prior to the date hereof upon the exercise of outstanding stock options or the vesting of restricted stock or similar awards under the Stock Incentive Plans), no shares of capital stock of the Company are outstanding and, other than in respect of grants outstanding or that may hereafter be made under the Stock Incentive Plans or as contemplated by this Agreement and the other Transaction Documents, neither the Company nor any Subsidiary thereof has outstanding (A) any securities convertible into or exchangeable for any shares of capital stock of the Company or any Subsidiary thereof, (B) any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance or sale (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of the Company or any Subsidiary thereof, or any stock or securities convertible into or exchangeable for any such capital stock, or (C) any stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of the Company or any Subsidiary thereof.

(iii)   Neither the Company nor any Subsidiary thereof is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or, except as provided in the Registration Rights Agreement, to register under the Securities Act, any securities of the Company or any Subsidiary thereof, and, except as provided in the Transaction Documents, no Person has any preemptive rights, rights of first offer, rights of first refusal or any similar rights in respect of the issuance of any shares of capital stock (or securities convertible into or exchangeable for shares of capital stock) of, or the sale of the property or assets of, the Company or any Subsidiary thereof.  Neither the Company nor any Subsidiary thereof has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company or any such Subsidiary on any matter. U

(f)   Financial Statements .

(i)   The Company has filed with the SEC all forms, registration statements, reports, schedules and statements and other documents (including exhibits thereto) required to be filed by it under the Exchange Act since December 31, 2006 (such forms, reports, schedules, statements and other documents, in each case, as amended, supplemented or superseded, in each case, together with any other information incorporated therein, being hereinafter referred to as the “ Company SEC Reports ”) on a timely basis or has received a valid extension of such time of filing and has filed such Company SEC Reports prior to the expiration of any such extension.  The Company SEC Reports (except to the extent of information corrected by a subsequently filed Company SEC Report filed prior to the date of this Agreement) (i) at the time they were filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) as of their respective dates complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act.

(ii)   Except to the extent of information corrected by a subsequently filed Company SEC Report filed prior to the date of this Agreement, the audited consolidated financial statements and unaudited interim financial statements of the Company included in the Company SEC Reports (x) complied as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the SEC with respect thereto, (y) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States of America (“ GAAP ”) applied on a consistent basis (except (A) as may be indicated therein or in the notes thereto, or (B) in the case of unaudited interim financial statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by applicable SEC rules), and (z) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal and recurring year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the published rules and regulations of the SEC.

(g)   Undisclosed Liabilities .  Neither the Company nor any of its Subsidiaries has any material debt, obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due) except for (i) debts, obligations or liabilities reflected or reserved against in accordance with GAAP in the balance sheet of the Company (including the notes thereto) contained in the Form 10-Q of the Company for the fiscal quarter ended June 30, 2009 as filed with the SEC on August 10, 2009 (the “ Last Filed Balance Sheet ”), and (ii) debts, obligations or liabilities that were incurred in the ordinary course of business consistent with past practices since the date of the Last Filed Balance Sheet.

(h)   Compliance With Law .  Neither the Company nor any of its Subsidiaries is, and since January 1, 2007 has not been, in violation of any laws, ordinances, governmental rules or regulations to which it is subject which might reasonably be expected to have, individually or in the aggregate, a material adverse effect on the financial condition, properties, results of operations or prospects of the Company and its Subsidiaries, taken as a whole.

(i)   Private Offering.   Neither the Company nor anyone acting on its behalf has offered, or shall offer, the Warrant or the Common Shares to be issued upon exercise of the Warrant for issue or sale to, or solicited any offer to acquire any of the same from, any other person such that the issuance of the Warrant or the Common Shares to be issued upon exercise of the Warrant, or any part thereof, would require registration under the Securities Act.  Based upon the representations of the Investor set forth in Section 3.2 hereof, the offer and issuance of the Warrant and the Common Shares to be issued upon exercise of the Warrant to the Investor in accordance with the terms thereof is and will be exempt from the registration and prospectus delivery requirements of the Securities Act, and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

3.2.   Representations and Warranties of the Investor.   The Investor hereby represents and warrants to the Company that:

(a)   Offering Exemption; Limitation on Disposition.   The Investor understands that the Warrant and the Common Shares to be issued upon exercise of the Warrant have not been registered under the Securities Act, nor registered or qualified under any state securities laws, and that they are being offered and sold pursuant to an exemption from such registration and qualification based in part upon the Investor’s representations and warranties contained herein.  The Investor understands that the Warrant and the Common Shares to be issued upon exercise of the Warrant may not be sold or offered for sale in the absence of an effective registration statement under the Securities Act or an exemption from such registration is available, and unless the disposition of such Warrant and/or Common Shares is qualified or registered under applicable state securities laws or an exemption from such qualification or registration is available.

(b)   Investment Purpose.   The Investor acknowledges that it is acquiring the Warrant and the Common Shares to be issued upon exercise of the Warrant solely for its own account for investment and not with a view toward the resale, transfer, or other distribution thereof, but without limitation of the right of the Investor to sell or otherwise dispose of the Warrant and/or Common Shares in accordance with the terms set forth herein and applicable law.

(c)   Knowledge of Offer.   Based solely on its review of publicly available information, the Investor is familiar with the business and operations of the Company and its Subsidiaries.

(d)   Accredited Investor.   The Investor is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act.

(e)   Authorization.   The Board of Directors of the Investor or the analogous governing body of the Investor has authorized the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate action is necessary to authorize such execution, delivery, performance and consummation.  Upon such execution and delivery, this Agreement and the other Transaction Documents shall constitute valid and binding obligations of the Investor enforceable against the Investor in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) to the extent that the indemnification provisions contained therein may be limited by applicable federal or state securities laws.

(f)   Consents and Approvals; No Conflict.   Except with respect to filings required to be made under state or federal securities laws, the execution and delivery of this Agreement and the other Transaction Documents by the Investor, and the consummation by the Investor of the transactions contemplated hereby and thereby, do not require any consent, approval or authorization of, notice to, or filing, registration or qualification with, any Person, including any Governmental Entity, on the part of the Investor.  The execution and delivery by the Investor of this Agreement and the other Transaction Documents, the performance by the Investor of its obligations hereunder and thereunder, and the consummation by the Investor of the transactions contemplated hereby and thereby does not and will not (i) conflict with or violate the terms and conditions of the organizational documents of the Investor, (ii) conflict in any material respect with, result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, any contract, agreement, understanding or arrangement to which the Investor is a party or by which the Investor or any of its properties or assets may be bound, or (iii) subject to the accuracy of the Company’s representations and warranties contained in Section 3.1 hereof, any federal, state, local or foreign law, except in the case of clauses (ii) and (iii) immediately above for such conflicts, violations, breaches, defaults, terminations, cancellations and accelerations that would not, individually or in the aggregate, reasonably be expected to materially delay or materially impair the ability of the Investor to perform its obligations under this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby.

4.1.   Certain Defined Terms.  For the purpose of this Agreement, the following terms shall have the meanings specified with respect thereto below, and any other capitalized term used herein and not defined herein shall have the meaning set forth in the Warrant Certificate:

4.2.   Descriptive Headings.  The descriptive headings of the several Sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

5.1.   Expenses.   Concurrently with the execution and delivery of this Agreement, and without limitation of the terms set forth in the Credit Agreement and the other documents being executed in connection therewith, the Company shall pay or reimburse the Investor for, as applicable, all of the reasonable out-of-pocket fees, costs and expenses (including, without limitation, attorneys’ fees and disbursements) incurred by the Investor in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents, and if any such fees, costs or expenses in respect of the foregoing matters shall become payable following the date hereof, the Company shall, promptly following a request therefor from the Investor, pay or, if applicable, reimburse the Investor for, all such fees, costs and expenses.

5.2.   Indemnity .  Without limitation of the terms set forth in the Credit Agreement or the other documents being executed in connection therewith, the Company agrees to indemnify and hold the Investor and the officers, directors, partners, managers, members, Affiliates, employees and agents of the Investor, and each Person who controls any of the foregoing (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the officers, directors, partners, managers, members, Affiliates, employees and agents of each such controlling person (each, an “ Indemnified Party ”) harmless against any and all losses, claims, liabilities, damages and expenses (collectively, “ Losses ”) of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred (and as incurred) in connection with prosecuting, investigating, defending or preparing to defend any action, suit, proceeding (including any investigation, litigation or inquiry), demand or cause of action) that may be incurred by any such Indemnified Party or asserted against or involve any such Indemnified Party as a result of or arising out of or in connection with the execution, delivery, enforcement or performance of this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby (including, without limitation, any Losses that are incurred as a result of or that arise out of or in connection with any breach or failure to perform any representation, warranty or covenant made by the Company in this Agreement), or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing that is brought by any Person (including, without limitation, any stockholder or creditor of the Company of any Subsidiary thereof), whether based on contract, tort or any other theory and regardless of whether an Indemnified Party is a party thereof; provided, however, that the foregoing indemnity contemplated by this Section 5.2 shall not, as to any Indemnified Party, be available to the extent that such Losses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any such Indemnified Party.

5.3.   Amendment and Waiver.  This Agreement may be amended, and the observance of any term of this Agreement may be waived, with and only with (i) in the case of an amendment, the written consent of the Company and the Investor, and (ii) in the case of a waiver, the execution by the Person or Persons waiving rights hereunder of a writing setting forth the terms of any such waiver.

5.4.   No Rights or Liabilities as a Stockholder.  Nothing contained in this Agreement shall be construed as conferring upon the holder of any Warrant any rights of a stockholder of the Company or as imposing any obligation on such holder to purchase any securities or as imposing any liabilities on such holder as a stockholder of the Company, whether such obligation or liabilities are asserted by the Company or by creditors of the Company.

5.5.   Entire Agreement.  This Agreement, the other Transaction Documents, the Credit Agreement and the other documents and instruments being executed in connection therewith embody the entire agreement and understanding between the Investor and the Company with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings relating to such subject matter.

5.6.   Successors and Assigns.  The Company may not assign its rights or obligations under this Agreement or under the Warrant Certificate to any Person without the prior written consent of the Investor.  The Investor shall be entitled to assign any or all of its rights or obligations under this Agreement or the Warrant Certificate to any Person to whom the Investor may sell or otherwise transfer all or any portion of the Warrant held thereby or the Common Shares acquired upon exercise thereof.  Subject to the foregoing, all covenants and other agreements in this Agreement and in the Warrant Certificate made by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective permitted successors and assigns of the parties hereto (including, without limitation, any holder of a Warrant Certificate) whether so expressed or not.

5.7.   Notices.  All communications hereunder or under the Warrant Certificate shall be in writing, shall be delivered by hand, by registered or certified mail (postage prepaid), nationwide overnight courier, or facsimile or other electronic transmission (confirmed by delivery by nationwide overnight courier sent on the day of the sending of such facsimile or other electronic transmission), and (a) if to the Investor, addressed to it at the addresses specified on Schedule I or at such other address as the Investor shall have specified to the Company in writing in accordance with the terms hereof, and (b) if to the Company, addressed to it at Bronco Drilling Company, Inc., 16217 North May Avenue, Edmond, Oklahoma 73013, Attention:  D. Frank Harrison (Fax: (405) 285-9234), with a copy to Thompson & Knight LLP, 333 Clay Street, Suite 3300, Houston, TX  77002, Attention:  William T. Heller IV (Fax:  (832) 397-8071), or at such other address as the Company shall have specified to the Investor in writing in accordance with the terms hereof.  Any notice so addressed shall be deemed to be given:  if delivered by hand, by facsimile or other electronic communication, on the date of such delivery (subject to compliance with the term set forth above in respect of facsimile or other electronic communications); if mailed by national overnight courier, on the first Business Day following the date of such mailing; and if mailed by registered or certified mail, on the second Business Day after the date of such mailing.

5.8.   Survival.   All warranties, representations and covenants made by the Investor or the Company herein shall be construed to have been relied upon by the Company or the Investor, as the case may be, and shall survive all deliveries to the Investor of the Warrant Certificate (or the Common Shares issued upon exercise thereof) regardless of any investigation made by or on behalf of the Company or the Investor, as the case may be.

5.9.   Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

5.10.   Draftsmanship . Each of the parties hereto has been represented by its own counsel and acknowledges that it has participated in the drafting of this Agreement and the other Transaction Documents, and any applicable rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in connection with the construction or interpretation of this Agreement or the other Transaction Documents.  Whenever required by the context hereof, the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; and the neuter gender shall include the masculine and feminine genders.

5.11.   Counterparts.  This Agreement may be executed in any number of counterparts (which may include counterparts delivered by facsimile or other electronic means), each of which shall be