Hercules Incorporated. The conversion of a portion of the Tranche A Term Loan on the First Amendment Effective Date was subject to the following procedures: The Company shall submit an appropriate notice of borrowing, substantially in the form of Exhibit G, to the Administrative Agent not later than 11:00 A.M. (Charlotte, North Carolina time) on the third Business Day prior to the First Amendment Effective Date with respect to the portion of the Tranche A Term Loan to be redenominated in U.S. Dollars, which notice of borrowing shall be irrevocable and shall specify (i) that a readvance in U.S. Dollars of a portion of the
Hercules Incorporated. By: XXXXX X. XXXXXXXX Xxxxx X. Xxxxxxxx Vice President & CEO
Hercules Incorporated. Hexxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000
Hercules Incorporated. The undersigned hereby irrevocably elects to exercise _________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated:_____________________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). _____________________ Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES
Hercules Incorporated. By: ----------------------------------- Name: Title: HERCULES TRUST V By: ----------------------------------- Name: Title: Confirmed and Accepted as of the date hereof: BANC OF AMERICA SECURITIES LLC, not individually, but solely as Remarketing Agent By: ------------------------------- Name: Title:
Hercules Incorporated. Hercules Plaza Wilmington, Delaware 19894-0001
Hercules Incorporated. This Warrant Certificate certifies that Cede & Co., or its registered assigns, is the registered holder of up to 350,000 warrants as reflected in the Schedule of Exchanges of Interests of Global Warrant attached hereto (the "Warrants") expiring March 31, 2029 (the "Expiration Date"), subject to adjustment as described in the Warrant Agreement, dated as of July 27, 1999 (the "Warrant Agreement"), between Hercules Incorporated, a Delaware corporation (the "Company"), and The Chase Manhattan Bank, as Warrant Agent (the "Warrant Agent"), to purchase common stock, without par value ($25/48 stated value) (the "Common Stock"), of the Company. Each Warrant entitles the registered holder, upon exercise at any time (or from time to time) prior to 5:00 p.m., New York City time, on any Business Day (as defined in the Warrant Agreement) on or prior to the Expiration Date, to purchase from the Company 23.4192 fully paid and nonassessable shares of Common Stock (the "Warrant Shares") at the initial exercise price of $1,000 (the "Warrant Exercise Price") (equal to $42.70 per share (the "Exercise Price Per Share")), subject to adjustment as described in the Warrant Agreement, payable upon surrender of this Warrant Certificate and payment of the Warrant Exercise Price at the office or agency of the Warrant Agent, but only subject to the conditions set forth herein and in the Warrant Agreement. No fractions of a share of Common Stock will be issued upon the exercise of any Warrant, but the Company will pay the cash value thereof determined as provided in the Warrant Agreement. No Warrant may be exercised after the Expiration Date and, to the extent not exercised prior to 5:00 p.m., New York City time, on the Expiration Date, such Warrants shall become void. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. This Warrant Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware.
