Exhibit 4.11
FINGERHUT COMPANIES, INC.
Form of Common Stock Warrant Agreement
COMMON STOCK WARRANT AGREEMENT dated as of _________________, ____,
between Fingerhut Companies, Inc., a Minnesota corporation (hereinafter called
the "Company"), and ___________________________ having a corporate trust office
in _______________________________, as warrant agent (hereinafter called the
"Warrant Agent").
WHEREAS, the Company proposes to issue [Class __] Purchase Warrants
(hereinafter called the "Warrants") entitling the holders thereof to purchase an
aggregate of _________ shares of Common Stock of the Company (par value $.01 per
share) (hereinafter called the "Shares") at an initial cash purchase price of
$______ per Share at any time [after _________________ and] prior to 3:30 p.m.,
New York City time, on __________________, ____ (hereinafter called the
"expiration date") (unless extended as provided in Section 9A hereof); and
[IF WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT --
WHEREAS, the Warrants will be offered in Units, each of which consists
of _______________________ and Warrants to purchase _________ Shares; and]
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, registration, transfer, exchange and exercise of Warrants to be issued
from time to time by the Company,
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
SECTION 1. APPOINTMENT OF WARRANT AGENT. The Company hereby
appoints the Warrant Agent to act as agent for the Company in accordance with
the instructions hereinafter in this Agreement set forth, and the Warrant Agent
hereby accepts such appointment.
SECTION 2. FORM OF WARRANT. The text of the Warrants and the form
of election to purchase Shares to be set forth on the reverse thereof shall be
substantially as set forth in Exhibit A attached hereto. Each Warrant shall,
subject to the terms of this Warrant Agreement, entitle the registered holder
thereof to initially purchase the number of Shares specified therein at an
initial exercise price of $______ per Share; PROVIDED, HOWEVER, that the warrant
exercise price and the number of Shares issuable upon exercise of Warrants are
subject to adjustment upon the occurrence of certain events, all as hereinafter
provided. The Warrants
shall be executed on behalf of the Company by the manual or facsimile
signature of the present or any future Chairman of the Board, President or
Vice President of the Company, under its seal, affixed or in facsimile, and
by the manual or facsimile signature of the present or any future Secretary
or Assistant Secretary of the Company.
The Company shall promptly notify the Warrant Agent from time to time
in writing of the number of Warrants to be issued and furnish written
instructions in connection therewith signed by an executive officer of the
Company; such notification and instructions may, but need not be, in the form of
a general or continuing authorization to the Warrant Agent.
The Warrants shall be dated by the Warrant Agent as of the date of
each initial issuance, and as of the date of issuance thereof upon any transfer
or exchange thereof.
SECTION 3. COUNTERSIGNATURE AND REGISTRATION. The Warrant Agent
shall maintain books for the transfer and registration of the Warrants. Upon
the initial issuance of the Warrants, the Warrant Agent shall issue and register
the Warrants in the names of the respective registered holders thereof. The
Warrants shall be countersigned by the Warrant Agent (or by any successor to the
Warrant Agent then acting as warrant agent under this Agreement) and shall not
be valid for any purpose unless so countersigned. Such Warrants may be so
countersigned, however, by the Warrant Agent (or by its successor as warrant
agent) and be delivered by the Warrant Agent, notwithstanding that the persons
whose manual or facsimile signatures appear thereon as proper officers of the
Company shall have ceased to be such officers at the time of such
countersignature or delivery. Upon issuance of any Warrant, the Company will
present the same, or cause the same to be presented, to the Warrant Agent for
countersignature of such Warrant.
SECTION 4. TRANSFERS AND EXCHANGES. The Warrant Agent shall
transfer, from time to time, any outstanding Warrants upon the books to be
maintained by the Warrant Agent for that purpose, upon the surrender thereof for
transfer properly endorsed or accompanied by appropriate instructions for
transfer. Upon any such transfer, a new Warrant of like tenor shall be issued
to the transferee and the surrendered Warrant shall be cancelled by the Warrant
Agent. All such Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time. The Warrants may be exchanged at the option
of the holder thereof, when surrendered at the office in _____________________
_________________ of the Warrant Agent, for another Warrant, or other Warrants
of different denominations, of like tenor and representing in the aggregate
the right to purchase a like number of Shares. The Warrant Agent is hereby
irrevocably authorized to countersign and deliver, in accordance with the
provisions of this Section and Section 3 of this Agreement, such new Warrants
required pursuant to the provisions of this Section, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with
Warrants duly executed on behalf of the Company for such purpose.
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[IF THE WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT --
Notwithstanding the foregoing, until __________________, the Warrants
shall not be transferable apart from the _____________ to which they are
attached, any transfer of the _____________ shall be deemed a transfer of the
Warrants attached thereto, and any attempt to transfer the Warrants apart from
the ___________________ shall be void and of no effect. Each Warrant shall
contain a legend to the foregoing effect.]
SECTION 5. EXERCISE OF WARRANTS. The registered holder of each
Warrant shall have the right, which may be exercised as in such Warrant
expressed, to purchase from the Company (and the Company shall issue and sell to
such registered holder) the number of Shares specified in such Warrants, upon
surrender to the Company, at the office in _____________________________ of the
Warrant Agent of such Warrant, with the form of election to purchase on the
reverse thereof duly filled in and signed, and upon payment to the Warrant Agent
for the account of the Company of the warrant exercise price, determined in
accordance with the provisions of Section 9 of this Agreement, for the number of
Shares in respect of which such Warrant is then exercised. Payment of such
warrant exercise price may be made in cash, or by certified check or bank draft
or postal or express money order, payable in United States dollars, to the order
of the Warrant Agent. No adjustment shall be made for any dividends on any
Shares issuable upon exercise of any Warrant. Subject to Section 6, upon such
surrender of Warrants, and payment of the warrant exercise price as aforesaid,
the Company shall issue and cause to be delivered with all reasonable dispatch
to or upon the written order of the registered holder of such Warrants, and in
such name or names as such registered holder may designate, a certificate or
certificates for the number of full Shares so purchased upon the exercise of
such Warrants, together with cash, as provided in Section 9 of this Agreement,
in respect of any fraction of a Share otherwise issuable upon such surrender.
Such certificate or certificates shall be deemed to have been issued and any
person so designated to be named therein shall be deemed to have become a holder
of record of such Shares as of the date of the surrender of such Warrants and
payment of the warrant exercise price as aforesaid; PROVIDED, HOWEVER, that if,
at the date of surrender of such Warrants and payment of such warrant exercise
price, the transfer books for the Shares purchasable upon the exercise of such
Warrants shall be closed, no such surrender of such Warrants and no such payment
of such warrant exercise price shall be effective to constitute the person so
designated to be named therein as the holder of record of such Shares on such
date, but shall be effective to constitute such person as the holder of record
of such Shares for all purposes at the opening of business on the next
succeeding day on which the transfer books for the Shares purchasable upon the
exercise of such Warrants shall be opened, and the certificates for the Shares
in respect of which such Warrants are then exercised shall be issuable as of the
date on which such books shall next be opened, and until such date the Company
shall be under no duty to deliver any certificate for such Shares. The rights
of purchase represented by the Warrants shall be exercisable, at the election of
the registered holders thereof, either as an entirety or from time to time for
part only of the Shares specified therein and, in the event that any Warrant is
exercised in respect of less than all of the Shares specified therein at any
time prior to the date of
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expiration of the Warrants, a new Warrant or Warrants of like tenor will be
issued for the remaining number of Shares specified in the Warrant so
surrendered, and the Warrant Agent is hereby irrevocably authorized to
countersign and to deliver the required new Warrants pursuant to the
provisions of this Section and of Section 3 of this Agreement, and the
Company, whenever required by the Warrant Agent, will supply the Warrant
Agent with Warrants duly executed on behalf of the Company for such purpose.
SECTION 6. PAYMENT OF TAXES. The Company will pay any documentary
stamp taxes attributable to the initial issuance of Shares issuable upon the
exercise of Warrants; PROVIDED, HOWEVER, that the Company shall not be required
to pay any tax or taxes which may be payable in respect of any transfer involved
in the issue or delivery of any certificates for Shares in a name other than
that of the registered holder of Warrants in respect of which such Shares are
issued and the Company shall not be required to issue and deliver the
certificates for such Shares unless and until the holder has paid to the Company
the amount of any tax which may be payable in respect of any transfer involved
in such issuance or shall establish to the satisfaction of the Company that such
tax has been paid.
SECTION 7. MUTILATED OR MISSING WARRANTS. In case any of the
Warrants shall be mutilated, lost, stolen or destroyed, the Company will issue
and the Warrant Agent will countersign and deliver in exchange and substitution
for and upon cancellation of the mutilated Warrant, or in lieu of and
substitution for the Warrant lost, stolen or destroyed, a new Warrant of like
tenor and representing an equivalent right or interest, but only upon receipt of
evidence satisfactory to the Company and the Warrant Agent of such loss, theft
or destruction of such Warrants and indemnity, if requested, also satisfactory
to them. Applicants for such substitute Warrants shall also comply with such
other reasonable regulations and pay such other reasonable charges as the
Company or the Warrant Agent may prescribe. Any such new Warrant shall
constitute an original contractual obligation of the Company whether or not the
allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time
enforceable by anyone.
SECTION 8. RESERVATION OF SHARES, ETC. Prior to the issuance of
any Warrants there shall have been reserved, and the Company shall at all times
through the expiration date keep reserved, out of its authorized and unissued
Common Stock, a number of Shares sufficient to provide for the exercise of the
rights of purchase represented by the Warrants, and the Transfer Agent for the
Shares and every subsequent Transfer Agent for the Shares issuable upon the
exercise of any of the rights of purchase aforesaid are hereby irrevocably
authorized and directed at all times to reserve such number of authorized and
unissued Shares as shall be requisite for such purpose. The Company will keep a
copy of this Agreement on file with the Transfer Agent for the Shares and with
every subsequent Transfer Agent for the Shares issuable upon the exercise of the
rights of purchase represented by the Warrants. The Warrant Agent is hereby
irrevocably authorized to requisition from time to time from such Transfer Agent
certificates required to honor outstanding Warrants that have been exercised.
The Company will supply such Transfer Agent with duly executed certificates for
such purpose and will itself
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provide or otherwise make available any cash which may be issuable as
provided in Section 9 of this Agreement. All Warrants surrendered in the
exercise of the rights thereby evidenced or surrendered for transfer,
exchange or partial exercise shall be cancelled by the Warrant Agent and
shall thereafter be delivered to the Company.
SECTION 9. WARRANT PRICE; ADJUSTMENTS.
A. The warrant price per share at which Shares shall be purchasable
upon exercise of Warrants (herein called the "warrant exercise price") to and
including the expiration date (unless the expiration date is extended as
provided below in this Section 9A) shall be $______ per share, or, if adjusted
as provided in this Section, shall be such price as so adjusted. The Warrants
will not be exercisable prior to [the close of business on the date of any
initial issuance thereof] [_____________________] and will expire at 3:30 p.m.,
New York City time, on the expiration date; PROVIDED THAT the Company reserves
the right to, and may, in its sole discretion, at any time and from time to
time, at such time or times as the Company so determines, extend the expiration
date of the Warrants for such periods of time as it chooses; FURTHER PROVIDED
that in no case may the expiration date of the Warrants (as extended) be
extended beyond five years from the expiration date set forth above. Whenever
the expiration date of the Warrants is so extended, the Company shall at least
20 days prior to the then expiration date cause to be mailed to the Warrant
Agent and the registered holders of the Warrants in accordance with the
provisions of Section 17 hereof a notice stating that the expiration date has
been extended and setting forth the new expiration date.
B. The above provision is, however, subject to the following:
(1) The warrant purchase price, the number of Shares purchasable
upon exercise of each Warrant and the number of Warrants outstanding shall
be subject to adjustment as follows:
(a) In case the Company shall at any time after the date of
this Agreement (i) pay a dividend, or make a distribution, on the
Common Stock which is payable in shares of its capital stock (whether
shares of Common Stock or of capital stock of any other class),
(ii) subdivide or reclassify its outstanding shares of Common Stock
into a greater number of securities (including shares of Common
Stock), or (iii) combine or reclassify its outstanding shares of
Common Stock into a smaller number of shares (including shares of
Common Stock), the number of shares purchasable upon exercise of each
Warrant immediately prior to the occurrence of such event shall be
adjusted so that the holder of each Warrant shall be entitled to
receive upon payment of the warrant purchase price the aggregate
number of shares of the Company which, if such Warrant had been
exercised immediately prior to the occurrence of such event, such
holder would have owned or have been entitled to receive immediately
after the occurrence of such event. An adjustment made pursuant to
this subparagraph (a) shall become
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effective immediately after the record date in the case of a
dividend and shall become effective immediately after the effective
date in the case of a subdivision or combination. If, as a result
of an adjustment made pursuant to this subparagraph (a), the holder
of any Warrant thereafter exercised shall become entitled to receive
shares of two or more classes of capital stock of the Company, the
Board of Directors of the Company (whose determination shall be
conclusive) shall determine the allocation between or among shares
of such classes of capital stock.
In the event that at any time, as a result of an adjustment
made pursuant to this subparagraph (a), the holder of any Warrant
thereafter exercised shall become entitled to receive any shares or
other securities of the Company other than shares of Common Stock,
thereafter the number of such other shares so received upon exercise
of any Warrant shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the
provisions with respect to the shares of Common Stock contained in
this paragraph, and other provisions of this paragraph 9B(1) with
respect to the shares of Common Stock shall apply on like terms to any
such other shares or other securities.
[(b) In case the Company shall fix a record date for the
issuance of rights or warrants to all holders of its Common Stock
entitling them (for a period expiring within 45 days after such record
date) to subscribe for or purchase Common Stock at a price per share
less than the current market price per share of Common Stock (as
defined in subparagraph (e) below) at such record date, the warrant
purchase price shall be determined by multiplying the warrant purchase
price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the number of Shares of Common Stock
outstanding on such record date plus the number of Shares of Common
Stock which the aggregate offering price of the total number of Shares
so offered would purchase at such current market price, and the
denominator of which shall be the number of Shares of Common Stock
outstanding on such record date plus the number of additional Shares
of Common Stock offered for subscription or purchase. Such adjustment
shall be made successively whenever such a record date is fixed, and
shall become effective immediately after such record date. In
determining whether any rights or warrants entitle the holders to
subscribe for or purchase Shares of Common Stock at less than such
current market price, and in determining the aggregate offering price
of such shares, there shall be taken into account any consideration
received by the Company for such rights or warrants, the value of such
consideration, if other than cash, to be determined by the Board of
Directors of the Company. Common Stock owned by or held for the
account of the Company or any majority owned subsidiary shall not be
deemed
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outstanding for the purpose of any adjustment required under this
subparagraph (b).]
[(c) In case the Company shall fix a record date for making
a distribution to all holders of its Common Stock of evidences of its
indebtedness or assets (excluding regular quarterly or other periodic
or recurring cash dividends or distributions and cash dividends or
distributions paid from retained earnings or referred to in
subparagraph (a) above) or rights or warrants to subscribe or warrants
to purchase (excluding those referred to in subparagraph (b) above),
then in each such case the warrant purchase price shall be determined
by multiplying the warrant purchase price in effect immediately prior
to such record date by a fraction (x) the numerator of which shall be
such current market price (as defined in subparagraph (e) below) per
Share of Common Stock on such record date, less the then fair market
value (as determined in good faith by the Board of Directors, whose
determination shall be conclusive) of the portion of the assets or
evidences of indebtedness so distributed or of such subscription
rights or warrants applicable to one share of the Common Stock and
(y) the denominator of which shall be the current market price per
share of the Common Stock on such record date. Such adjustment shall
be made successively whenever such a record date is fixed and shall
become effective immediately after such record date. Notwithstanding
the foregoing, in the event that the Company shall distribute any
rights or warrants to acquire capital stock ("Rights") pursuant to
this subparagraph (c), the distribution of separate certificates
representing such Rights subsequent to their initial distribution
(whether or not such distribution shall have occurred prior to the
date of the issuance of such Warrants) shall be deemed to be the
distribution of such Rights for purposes of this subparagraph (c),
provided that the Company may, in lieu of making any adjustment
pursuant to this subparagraph (c) upon a distribution of separate
certificates representing such Rights, make proper provision so that
each holder of such Warrants who exercises such Warrants (or any
portion thereof) (A) before the record date for such distribution of
separate certificates shall be entitled to receive upon such exercise
shares of Common Stock issued with Rights and (B) after such record
date and prior to the expiration, redemption or termination of such
Rights shall be entitled to receive upon such exercise, in addition to
the shares of Common Stock issuable upon such exercise, the same
number of such Rights as would a holder of the number of shares of
Common Stock that such Warrants so exercised would have entitled the
holder thereof to purchase in accordance with the terms and provisions
of and applicable to the Rights if such Warrants were exercised
immediately prior to the record date for such distribution. Common
Stock owned by or held for the account of the Company or any majority
owned subsidiary shall not be deemed outstanding for the purpose of
any adjustment required under this subparagraph (c).]
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(d) After each adjustment of the number of shares
purchasable upon exercise of each Warrant pursuant to
subparagraph 9B(1)(a), the warrant exercise price shall be adjusted by
multiplying such warrant exercise price immediately prior to such
adjustment by a fraction of which the numerator shall be the number of
Shares purchasable upon exercise of each Warrant immediately prior to
such adjustment, and the denominator of which shall be the number of
Shares so purchasable immediately thereafter. [After each adjustment
of the warrant exercise price pursuant to subparagraph 9B(1)(b) or
(c), the total number of Shares or fractional part thereof purchasable
upon the exercise of each Warrant shall be proportionately adjusted to
such number of shares or fractional parts thereof as the aggregate
warrant exercise price of the number of shares or fractional part
thereof purchasable immediately prior to such adjustment will buy at
the adjusted warrant exercise price.]
[(e) For the purpose of any computation under
subparagraphs 9B(1)(b) and (c) above, the current market price per
Share of Common Stock at any date shall be deemed to be the average of
the daily closing prices for the 30 consecutive business days
commencing 45 business days before the day in question. The closing
price for each day shall be (i) if the Common Stock is listed or
admitted for trading on the New York Stock Exchange, the last sale
price (regular way), or the average of the closing bid and ask prices
(regular way), if no sale occurred, of Common Stock, in either case as
reported on the New York Stock Exchange Composite Tape or, if the
Common Stock is not listed or admitted to trading on the New York
Stock Exchange, on the principal national securities exchange on which
the Common Stock is listed or admitted to trading or, if not listed or
admitted to trading on any national securities exchange, on the
National Market System of the National Association of Securities
Dealers, Inc. Automated Quotations System ("NASDAQ") or, (ii) if not
listed or quoted as described in (i), the mean between the closing
high bid and low asked quotations of Common Stock reported by NASDAQ,
or any similar system for automated dissemination of quotations of
securities prices then in common use, if so quoted, or (iii) if not
quoted as described in clause (ii), the mean between the high bid and
low asked quotations for Common Stock as reported by the National
Quotation Bureau Incorporated if at least two securities dealers have
inserted both bid and asked quotations for Common Stock on at least 5
of the 10 preceding days. If none of the conditions set forth above
is met, the closing price of Common Stock on any day or the average of
such closing prices for any period shall be the fair market value of
Common Stock as determined by a member firm of the New York Stock
Exchange selected by the Company.]
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(f) (A) Nothing contained herein shall be construed to
require an adjustment as a result of the issuance of Common Stock
pursuant to, or the granting or exercise of any rights under, the
Company's [LIST EMPLOYEE AND SHAREHOLDER PLANS, IF ANY, THAT
MIGHT OTHERWISE RESULT IN ADJUSTMENTS].
(B) In addition, no adjustment in the warrant exercise
price shall be required unless and until the earlier of the
following shall have occurred: (x) such adjustment would require
an increase or decrease of at least 1% in the warrant exercise
price or (y) a period of 3 years shall have elapsed from the date
of the occurrence of any event requiring any such adjustment
pursuant to subparagraphs 9B(1)(a)[, (b) or (c)] above. All
adjustments shall be made to the nearest one hundredth of a Share
and the nearest cent, and any adjustments which by reason of this
subparagraph (f) are not required to be made shall be carried
forward cumulatively and taken into account in any subsequent
adjustment which (including such carry-forward) is required to be
made under this subparagraph (f).
(g) In any case in which this subparagraph 9B(1) shall
require that an adjustment be made retroactively immediately following
a record date, the Company may elect to defer (but only until five
business days following the mailing of the notice described in
subparagraph 9B(5) below) issuing to the holder of any Warrant
exercised after such record date the Shares of the Company issuable
upon such exercise over and above the Shares issuable upon such
exercise only on the basis of the warrant exercise price prior to
adjustment.
(h) The Company may, at its option, at any time until the
expiration date, reduce the then current warrant exercise price to any
amount deemed appropriate by the Board of Directors of the Company for
any period not exceeding twenty (20) consecutive days (as evidenced in
a resolution adopted by such Board of Directors), but only upon giving
the notices required by subparagraph 9(B)(5) twenty (20) days prior to
taking such action.
(i) Except as herein otherwise expressly provided, no
adjustment in the warrant exercise price shall be made by reason of
the issuance of Shares, or securities convertible into or exchangeable
for Shares, or securities carrying the right to purchase any of the
foregoing or for any other reason whatsoever.
(j) Irrespective of any of the adjustments in the warrant
exercise price or the number of Shares, Warrant Certificates
theretofore issued may continue to express the same prices and number
of shares as are stated in a similar Warrant Certificate issuable
initially, or at some subsequent time,
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pursuant to this Agreement and such number of Shares specified
therein shall be deemed to have been so adjusted.
(2) No fractional Shares of Common Stock shall be issued upon
the exercise of Warrants. If more than one Warrant shall be exercised at
one time by the same holder, the number of full Shares which shall be
issuable upon such exercise shall be computed on the basis of the aggregate
number of Shares purchased pursuant to the Warrants so exercised. Instead
of any fractional Share of Common Stock which would otherwise be issuable
upon exercise of any Warrant, the Company shall pay a cash adjustment in
respect of such fraction in an amount equal to the same fraction of the
last sales price (or bid price if there were no sales) per Share of Common
Stock, in either case as reported on the New York Stock Exchange Composite
Tape on the business day which next precedes the day of exercise or, if the
Common Stock is not then listed or admitted to trading on the New York
Stock Exchange, an amount equal to the same fraction of the market price
per share of Common Stock (as determined in a manner described by the Board
of Directors of the Company) at the close of business on the business day
which next precedes the day of exercise.
(3) In case any of the following shall occur while any Warrants
are outstanding: (a) any reclassification or change of the outstanding
Shares of Common Stock (other than a change in par value, or from par value
to no par value, or from no par value to par value); or (b) any
consolidation or merger to which the Company is a party (other than a
consolidation or a merger in which the Company is the continuing
corporation and which does not result in any reclassification of, or change
in, the outstanding shares of Common Stock issuable upon exercise of the
Warrants); or (c) any sale or conveyance to another corporation of the
property of the Company as an entirety or substantially as an entirety;
then the Company, or such successor or purchasing corporation, as the case
may be, shall make appropriate provision by amendment of this Agreement or
otherwise so that the holders of the Warrants then outstanding shall have
the right at any time thereafter, upon exercise of such Warrants, to
purchase the kind and amount of shares of stock and other securities and
property receivable upon such reclassification, change, consolidation,
merger, sale or conveyance as would be received by a holder of the number
of shares of Common Stock issuable upon exercise of such Warrant
immediately prior to such reclassification, change, consolidation, merger,
sale or conveyance. Such provision shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 9. The above provisions of this
subparagraph 9B(3) shall similarly apply to successive reclassifications,
changes, consolidations, mergers, sales or conveyances.
(4) Before taking any action which would cause an adjustment
decreasing the warrant exercise price so that the warrant exercise price is
below the then par value of the shares of Common Stock, the Company will
take any corporate action
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which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue fully paid and nonassessable Shares
of Common Stock at the warrant exercise price as so adjusted.
(5) Whenever the warrant exercise price then in effect is
adjusted as herein provided, the Company shall mail to each holder of the
Warrants at such holder's address as it shall appear on the books of the
Company a statement setting forth the adjusted warrant exercise price then
and thereafter effective under the provisions hereof, together with the
facts, in reasonable detail, upon which such adjustment is based.
(6) In case (i) the Company shall declare a dividend (or any
other distribution) on its Common Stock payable otherwise than in cash out
of its current or retained earnings, or (ii) the Company shall authorize
the granting to the holders of its Common Stock of rights to subscribe for
or purchase any shares of capital stock of any class or of any other
rights, or (iii) there is to be any reclassification of the Common Stock of
the Company (other than a subdivision or combination of its outstanding
shares of Common Stock), or any consolidation or merger to which the
Company is a party and for which approval of any shareholders of the
Company is required, or (iv) any distribution is to be made on or in
respect of the Common Stock in connection with the dissolution, liquidation
or winding up of the Company, then the Company shall mail to each holder of
Warrants at such holder's address as it shall appear on the books of the
Company, at least twenty days (or ten days in any case specified in
clause (i) or (ii) above) prior to the applicable record date hereinafter
specified, a notice stating (x) the record date for such dividend,
distribution or rights, or, if a record is not to be taken, the date as of
which the holders of Common Stock of record to be entitled to such
dividend, distribution or rights are to be determined, or (y) the date on
which such reclassification, consolidation, merger, dissolution,
liquidation or winding up is expected to become effective, and the date as
of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger,
dissolution, liquidation or winding up. No failure to mail such notice nor
any defect therein or in the mailing thereof shall affect any such
transaction or any adjustment in the warrant exercise price required by
this Section 9.
SECTION 10. NOTICE TO WARRANTHOLDERS. Nothing contained in this
Agreement or in any of the Warrants shall be construed as conferring upon the
holders thereof the right to vote or to consent or to receive notice as
shareholders in respect of the meetings of shareholders or the election of
directors of the Company or any other matter, or any rights whatsoever as
shareholders of the Company.
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SECTION 11. CERTAIN COVENANTS OF THE COMPANY.
A. So long as any unexpired Warrants remain outstanding and if
required in order to comply with the Securities Act of 1933, as amended (the
"Act"), the Company covenants and agrees that it will file such post-effective
amendments to the registration statement filed pursuant to the Act with respect
to the Warrants (File No. 333-_____) (or such other registration statements or
post-effective amendments or supplements) as may be necessary to permit the
Company to deliver to each person exercising a Warrant a prospectus meeting the
requirements of Section 10(a)(3) of the Act and otherwise complying therewith,
and will deliver such a prospectus to each such person. The Company further
covenants and agrees that it will obtain and keep effective all permits,
consents and approvals of governmental agencies and authorities, and will use
its best efforts to take all action which may be necessary to qualify the Shares
for sale under the securities laws of such of the United States, as may be
necessary to permit the free exercise of the Warrants, and the issuance, sale,
transfer and delivery of the Shares issued upon exercise of the Warrants, and to
maintain such qualifications during the entire period in which the Warrants are
exercisable.
B. The Company covenants and agrees that it shall take all such
action as may be necessary to ensure that all Shares will at the time of
delivery of certificates for such Shares (subject to payment of the warrant
exercise price) be duly and validly authorized and issued and fully paid and
nonassessable Shares, free from any preemptive rights and taxes, liens, charges
and security interests created by or imposed upon the Company.
C. The Company covenants and agrees that it will take all action
which may be necessary to cause the Shares to be duly listed on the New York
Stock Exchange or any securities exchange on which the other shares of Common
Stock of the Company are listed or on the National Market System of NASDAQ at
the dates of exercise of the Warrants.
SECTION 12. DISPOSITION OF PROCEEDS, ETC.
A. The Warrant Agent shall account promptly to the Company with
respect to Warrants exercised and concurrently pay to the Company all moneys
received by the Warrant Agent for the purchase of Shares through the exercise of
such Warrants.
B. The Warrant Agent shall keep copies of this Agreement available
for inspection by holders of Warrants during normal business hours at its
principal office in the City of __________, __________.
SECTION 13. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF WARRANT
AGENT. Any corporation into which the Warrant Agent may be merged or with which
it may be consolidated, or any corporation resulting from any merger or
consolidation to which the Warrant Agent shall be a party, or any corporation
succeeding to the corporate trust business of the Warrant Agent, shall be the
successor to the Warrant Agent hereunder without the
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execution or filing of any paper or any further act on the part of any of the
parties hereto, PROVIDED that such corporation would be eligible for
appointment as a successor Warrant Agent under the provisions of Section 15
of this Agreement. In case at the time such successor to the Warrant Agent
shall succeed to the agency created by this Agreement, and if any of the
Warrants shall have been countersigned but not delivered, any such successor
to the Warrant Agent may adopt the countersignature of the original Warrant
Agent and deliver such Warrants so countersigned; and in case at that time
any of the Warrants shall not have been countersigned, any successor to the
Warrant Agent may countersign such Warrants either in the name of the
predecessor Warrant Agent or in the name of the successor Warrant Agent; and
in all such cases such Warrant shall have the full force provided in the
Warrants and in this Agreement.
In case at any time the name of the Warrant Agent shall be changed and
at such time any of the Warrants shall have been countersigned but not
delivered, the Warrant Agent may adopt the countersignature under its prior name
and deliver Warrants so countersigned; and in case at that time any of the
Warrants shall not have been countersigned, the Warrant Agent may countersign
such Warrants either in its prior name or in its changed name; and in all such
cases such Warrants shall have the full force provided in the Warrants and in
this Agreement.
SECTION 14. DUTIES OF WARRANT AGENT. The Warrant Agent undertakes
the duties and obligations imposed by this Agreement upon the following terms
and conditions, by all of which the Company and the holders of Warrants, by
their acceptance thereof, shall be bound:
A. The statements contained herein and in the Warrants shall be
taken as statements of the Company, and the Warrant Agent assumes no
responsibility for the correctness of any of the same except such as describe
the Warrant Agent or action taken or to be taken by it. The Warrant Agent
assumes no responsibility with respect to the distribution of the Warrants
except as herein otherwise provided.
B. The Warrant Agent shall not be responsible for any failure of the
Company to comply with any of the covenants contained in this Agreement or in
the Warrants to be complied with by the Company.
C. The Warrant Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys, agents or employees, and the Warrant Agent shall not be
answerable or accountable for any act, default, neglect or misconduct of any
such attorneys, agents or employees or for any loss to the Company resulting
from such neglect or misconduct, provided reasonable care shall have been
exercised in the selection and continued employment thereof.
-13-
D. The Warrant Agent may consult at any time with counsel
satisfactory to it (who may be counsel for the Company), and the Warrant
Agent shall incur no liability or responsibility to the Company or to any
holder of any Warrant in respect of any action taken, suffered or omitted by
it hereunder in good faith and in accordance with the opinion or the advice
of such counsel.
E. The Warrant Agent shall incur no liability or responsibility
to the Company or to any holder of any Warrant for any action taken in
reliance on any notice, resolution, waiver, consent, order, certificate, or
other paper, document or instrument believed by it to be genuine and to have
been signed, sent or presented by the proper party or parties.
F. The Company agrees to pay to the Warrant Agent agreed upon
compensation for all services rendered by the Warrant Agent in the execution
of this Agreement, to reimburse the Warrant Agent for all expenses, taxes and
governmental charges and other charges of any kind and nature incurred by the
Warrant Agent in the execution of this Agreement and to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including
judgments, costs and reasonable counsel fees, for anything done or omitted by
the Warrant Agent in the execution of this Agreement except as a result of
the Warrant Agent's negligence, bad faith or willful misconduct.
G. The Warrant Agent shall be under no obligation to institute
any action, suit or legal proceeding or to take any other action likely to
involve expense unless the Company or one or more registered holders of
Warrants shall furnish the Warrant Agent with reasonable security and
indemnity for any costs and expenses which may be incurred, but this
provision shall not affect the power of the Warrant Agent to take such action
as the Warrant Agent may consider proper, whether with or without any such
security or indemnity. All rights of action under this Agreement or under
any of the Warrants may be enforced by the Warrant Agent without the
possession of any of the Warrants or the production thereof at any trial or
other proceeding relative thereto, and any such action, suit or proceeding
instituted by the Warrant Agent shall be brought in its name as Warrant
Agent, and any recovery of judgment shall be for the ratable benefit of the
registered holders of the Warrants, as their respective rights or interests
may appear.
H. The Warrant Agent and any shareholder, director, officer or
employee of the Warrant Agent may buy, sell or deal in any of the Warrants or
other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to or otherwise act as fully and freely as though it were not Warrant
Agent under this Agreement. Nothing herein shall preclude the Warrant Agent
from acting in any other capacity for the Company or for any other legal
entity.
I. The Warrant Agent shall act hereunder solely as agent and not in
a ministerial capacity, and its duties shall be determined solely by the
provisions hereof. The
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Warrant Agent shall not be liable for anything which it may do or refrain
from doing in connection with this Agreement except for its own gross
negligence or bad faith.
SECTION 15. CHANGE OF WARRANT AGENT. The Warrant Agent may
resign and be discharged from its duties under this Agreement by giving to
the Company notice in writing, and to the holders of the Warrants notice by
publication, of such resignation, specifying a date when such resignation
shall take effect, which notice shall be published at the expense of the
Company at least once a week for two consecutive weeks in a newspaper of
general circulation in the City of New York prior to the date so specified.
The Warrant Agent may be removed by the Company by like notice from the
Company to the Warrant Agent and the holders of Warrants at the expense of
the Company. If the Warrant Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor
to the Warrant Agent. If the Company shall fail to make such appointment
within a period of 30 days after such removal or after it has been notified
in writing of such resignation or incapacity by the resigning or
incapacitated Warrant Agent or by the registered holder of a Warrant (who
shall, with such notice, submit his Warrant for inspection by the Company),
then, at the expense of the Company, the Warrant Agent or the registered
holder of any Warrant may apply to any court of competent jurisdiction for
the appointment of a successor to the Warrant Agent. Any successor Warrant
Agent, whether appointed by the Company or by such a court, shall be a bank
or trust company, in good standing, incorporated under the laws of any State
or of the United States of America, having at the time of its appointment as
Warrant Agent a combined capital and surplus of at least $50,000,000. After
appointment the successor Warrant Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as
Warrant Agent without further act or deed; but the former Warrant Agent shall
deliver and transfer to the successor Warrant Agent any property at the time
held by it hereunder, and execute and deliver any further assurance,
conveyanc, act or deed necessary for the purpose. Failure to file or publish
any notice provided for in this Section, however, or any defect therein,
shall not affect the legality or validity of the resignation or removal of
the Warrant Agent or the appointment of the successor Warrant Agent, as the
case may be.
SECTION 16. IDENTITY OF TRANSFER AGENT. Forthwith upon the
appointment of any Transfer Agent for the Shares or of any subsequent
Transfer Agent for Shares issuable upon the exercise of the rights of
purchase represented by the Warrants, the Company will file with the Warrant
Agent a statement setting forth the name and address of such Transfer Agent.
SECTION 17. NOTICES. Any notice pursuant to this Agreement to
be given or made by the Warrant Agent or by the registered holder of any
Warrant to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed
in writing by the Company with the Warrant Agent) as follows:
-15-
Fingerhut Companies, Inc.
0000 Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attn: Secretary
Any notice pursuant to this Agreement to be given or made by the Company or
by the registered holder of any Warrant to or on the Warrant Agent shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing by the Warrant Agent
with the Company) as follows:
__________________________
__________________________
__________________________
__________________________
Any notice pursuant to this Agreement to be given or made by the
Company or the Warrant Agent to the registered holder of any Warrant shall be
sufficiently given or made (unless otherwise specifically provided for
herein) if sent by first-class mail, postage prepaid, addressed to said
registered holder at his address appearing on the Warrant register.
SECTION 18. SUPPLEMENTS AND AMENDMENTS. The parties hereto may
from time to time supplement or amend this Agreement without the approval of
any holders of Warrants in order to cure any ambiguity or to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provision herein, or to make any other provisions
in regard to matters or questions arising hereunder which the Company and the
Warrant Agent may deem necessary or desirable and which will not materially
adversely affect the interest of the registered holders of the Warrants. The
parties hereto may also modify or amend this Agreement and the terms of the
Warrants with the consent of the holders of not less than a majority in
number of the then outstanding unexercised Warrants affected thereby;
provided that no such modification or amendment that accelerates the
expiration date, increases the exercise price, reduces the number of
outstanding Warrants the consent of the holders of which is required for any
such modification or amendment, or otherwise materially adversely affects the
rights of the holders of the Warrants, may be made without the consent of
each holder affected thereby.
SECTION 19. SUCCESSORS. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and
assigns hereunder.
SECTION 20. LAW GOVERNING CONTRACT. This Agreement and each
Warrant issued hereunder shall be deemed to be a contract made under the laws of
the State of
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_____________ and for all purposes shall be construed in accordance with the
laws of said State.
SECTION 21. BENEFITS OF THIS AGREEMENT. Nothing in this
Agreement shall be construed to give to any person or entity other than the
Company and the Warrant Agent and the holders of Warrants any legal or
equitable right, remedy or claim under this Agreement, but this Agreement
shall be for the sole and exclusive benefit of the Company and the Warrant
Agent and the holders of Warrants.
SECTION 22. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
[IF THE WARRANTS ARE SUBJECT TO ACCELERATION BY THE COMPANY, INSERT --
SECTION 23. ACCELERATION OF WARRANTS BY THE COMPANY.
A. At any time on or after __________________, the Company shall
have the right to accelerate any or all Warrants at any time by causing them
to expire at the close of business on the day next preceding a specified date
(the "Acceleration Date"), if the Market Price (as hereinafter defined) of
the Common Stock equals or exceeds ______ percent (___%) of the then
effective warrant exercise price, adjusted as if no changes in such warrant
exercise price had been made pursuant to subsection 9B, on any 20 Trading
Days (as hereinafter defined) within a period of 30 consecutive Trading Days
ending no more than five Trading Days prior to the date on which the Company
gives notice to the Warrant Agent of its election to accelerate the Warrants.
B. "Market Price" for each Trading Day shall be, if the Common
Stock is listed or admitted for trading on the New York Stock Exchange, the
last reported sale price, regular way (or, if no such price is reported, the
average of the reported closing bid and asked prices, regular way) of Common
Stock, in either case as reported on the New York Stock Exchange Composite
Tape or, if the Common Stock is not listed or admitted to trading on the New
York Stock Exchange, on the principal national securities exchange on which
the Common Stock is listed or admitted to trading or, if not listed or
admitted to trading on any national securities exchange, on the National
Market System of NASDAQ or, if not listed or admitted to trading on any
national securities exchange or quoted on the National Market System of
NASDAQ, the average of the closing high bid and low asked prices in the
over-the-counter market, as reported by NASDAQ, or such other system then in
use, or if on any such date the Shares of Common Stock are not quoted by any
such organization, the average of the closing bid and asked prices as
furnished by any New York Stock Exchange firm selected from time to time by
the Company for the purpose. "Trading Day" shall be each Monday through
Friday, other than any day on which securities are not traded in the system
or
-17-
on the exchange that is the principal market for the Common Stock, as
determined by the Board of Directors of the Company.
C. In the event of an acceleration of less than all of the
Warrants, the Warrant Agent shall select the Warrants to be accelerated by
lot, pro rata or in such other manner as it deems, in its discretion, to be
fair and appropriate.
D. Notice of an acceleration specifying the Acceleration Date
shall be sent by mailing first class, postage prepaid, to each registered
holder of a Warrant Certificate representing a Warrant accelerated at such
holder's address appearing on the Warrant register not more than 60 days nor
less than 30 days before the Acceleration Date. Such notice of an
acceleration also shall be given no more than 20 days, and no less than 10
days, prior to the mailing of notice to registered holders of Warrants
pursuant to this Section, by publication at least once in a newspaper of
general circulation in the City of New York.
E. Any Warrant accelerated may be exercised until the 3:30 p.m.,
New York City time, on the business day next preceding the Acceleration Date.
The warrant exercise price shall be payable as provided in Section 5.]
-18-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed, all as of the day and year first above written.
FINGERHUT COMPANIES, INC.
By ____________________________________
Its ________________________________
Attest:
______________________________________
_______________________________________
Warrant Agent
By ____________________________________
Its ________________________________
Attest:
______________________________________
-19-
[Form of Warrant]
Unless extended, Void After 3:30 P.M.,
New York City time, _______* _______, ____
[IF THE WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT THE FOLLOWING --
[UNTIL ______________,] THE WARRANTS REPRESENTED BY THIS CERTIFICATE SHALL
NOT BE TRANSFERABLE APART FROM THE _____________ TO WHICH THEY ARE
ATTACHED, ANY TRANSFER OF THE _____________ SHALL BE DEEMED A TRANSFER OF
THE WARRANTS ATTACHED THERETO, AND ANY ATTEMPT OF TRANSFER THE WARRANTS
APART FROM THE _____________ SHALL BE VOID AND OF NO EFFECT.]
No. ___ Warrant to Purchase
____ Shares of Common Stock
CLASS __ WARRANT
FINGERHUT COMPANIES, INC.
FOR VALUE RECEIVED, Fingerhut Companies, Inc. (the "Company"), upon
the surrender [after _______________] and prior to 3:30 P.M., New York City
time, ________* _______, ____ (unless extended) of this Warrant for exercise,
with the exercise form on the reverse side hereof duly executed, at the office
of ______________________, will sell and deliver or cause to be sold and
delivered to __________________ or assigns (the "Warrant Holder") a certificate
or certificates for the number of whole shares purchasable, as indicated above,
of fully paid and non-assessable shares of Common Stock ($.01 par value) of the
Company (the "Shares"), for which this Warrant is exercised, at a price of
$_____ per Share (the "Warrant Price"), subject to all the terms, provisions and
conditions of a Common Stock Warrant Agreement dated as of ____________, ____
(the "Warrant Agreement"), executed by the Company and _______________________
__________________________ (the "Warrant Agent"), which Warrant Agreement is
hereby incorporated herein by reference and made a part hereof.
1. The Warrant Price shall be payable [in cash, certified check,
bank draft, postal or express money order or by bank wire transfer, in each
case,] [by bank wire transfer] in immediately available funds, payable in United
States dollars, to the order of the Warrant Agent. In certain events the
Warrant Price and the number of Shares deliverable on exercise of this Warrant
are subject to adjustments, as provided in the Warrant Agreement. No
certificates for a fractional Share will be issued. As to any fraction of a
Share which would otherwise be
________________________
* The expiration date; see page 1 of the Warrant Agreement.
purchasable on the exercise of a Warrant, the Company shall pay the cash
value thereof determined as provided in the Warrant Agreement.
2. This Warrant is issued in accordance with the Warrant
Agreement in which the rights of the Warrant Holders and the terms,
provisions and conditions upon which this Warrant has been executed and
delivered and may be exercised are more fully set forth. Every Warrant
Holder, by acceptance hereof, assents to all the terms, provisions and
conditions of the Warrant Agreement. A counterpart of the Warrant Agreement
is on file at the office of the Company in Minnetonka, Minnesota, and at the
office of the Warrant Agent in __________, __________.
3. In the event this Warrant shall not be exercised on or before
________* _______, ____, unless said date is extended as provided for in
Section 9 of the Warrant Agreement, this Warrant shall become void and all
rights hereunder shall cease.
Reference is made to the further provisions of this Warrant set
forth on the reverse hereof. Such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This Warrant shall not be valid for any purpose until it shall have
been countersigned by the Warrant Agent.
-21-
IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed in its name and on its behalf by the facsimile signatures of its
duly authorized officers and a facsimile of its seal.
Dated: ______________________
FINGERHUT COMPANIES, INC.
By ___________________________
Its ______________________
Attest:
____________________________
____________________________
Countersigned:
____________________________
____________________________
Warrant Agent
By ____________________________
Authorized Signature
[REVERSE OF WARRANT]
4. Subject to the provisions of paragraph 3 contained on the face
of this Warrant, (a) this Warrant, with or without other Warrants, upon
surrender at the office of the Warrant Agent, may be exchanged for another
Warrant or Warrants of like tenor in denominations entitling the Warrant
Holder to purchase a like aggregate number of Shares, but only to the extent
provided in the Warrant Agreement, or (b) this Warrant may be transferred at
the office of the Warrant Agent by the Warrant Holder or his assigns, in
person or by attorney duly authorized in writing, but only in the manner
provided in the Warrant Agreement and
-22-
upon surrender of this Warrant. If this Warrant shall be exercised in part,
the Warrant Holder shall be entitled to receive, upon surrender hereof,
another Warrant or Warrants of like tenor for the number of whole Shares not
purchased upon such exercise.
5. No Warrant Holder shall be entitled to vote or receive
dividends or be deemed the holder of Shares of the Company for any purpose,
nor shall anything contained in the Warrant Agreement or herein be construed
to confer upon the Warrant Holder, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of directors
of the Company, or upon any matter submitted to shareholders at any meeting
thereof, or to give or withhold consent to any action (whether upon any
recapitalization, issue of securities, reclassification of securities,
consolidation, merger, conveyance or otherwise) or to receive notice of
meetings or other action affecting shareholders (except for notices as
provided for in the Warrant Agreement), or to receive dividends or
subscription rights or otherwise, until this Warrant shall have been
exercised and the Shares purchasable on the exercise hereof shall have become
deliverable as provided in the Warrant Agreement.
6. Every holder of a Warrant, by accepting this Warrant, consents
and agrees with the Company, the Warrant Agent and with every subsequent
holder of this Warrant that until this Warrant is transferred on the books of
the Warrant Agent, the Company and the Warrant Agent may treat the registered
holder hereof as the absolute owner hereof for all purposes notwithstanding
any notice to the contrary.
7. The Company represents and warrants that the Shares to be
issued by it as provided in the Warrant Agreement have been duly authorized
and, when so issued in accordance with the Warrant Agreement, will be validly
issued, fully-paid and non-assessable. The Company represents and warrants
that it has authority to execute and deliver the Warrant Agreement and the
Warrants thereunder, but the Warrant Agent makes no representation with
respect thereto, or with respect to the validity or sufficiency of the
Warrants, the Warrant Agreement or the Shares.
-23-
FORM OF EXERCISE
(Form of exercise to be executed by the Warrant Holder
at the time of exercise)
To _____________________________
_______________________, Warrant
Agent:
The undersigned, holder of the within Warrant, (1) exercises his
right to purchase _________ of the Shares of Common Stock ($.01 par value) of
Fingerhut Companies, Inc., which the undersigned is entitled to purchase
under the terms of the within Warrant, and (2) makes payment in full for the
number of Shares of Common Stock so purchased by payment of $_________ in
cash.
Please issue the certificate for Shares of Common Stock (and any
new Warrants in the case of a partial exercise) as follows:
____________________________________________________________________________
Print or Type Name
____________________________________________________________________________
Social Security or other Identifying Number
____________________________________________________________________________
Street Address
____________________________________________________________________________
City State Zip Code
-24-
and deliver it (together with any new Warrants in the case of a partial
exercise) to the above address unless a different address is indicated below.
Dated: __________________
______________________________________________
Signature
(Signature must conform in all respects to name of
holder as specified on the face of the Warrant)
To be used only for special instructions for delivery.
Deliver to:
____________________________________________________________________________
Print or Type Name
____________________________________________________________________________
Street Address
____________________________________________________________________________
City State Zip Code
-25-
ASSIGNMENT
(Form of assignment to be executed if
Warrant Holder desires to transfer Warrant)
FOR VALUE RECEIVED, _______________________ hereby sells, assigns
and transfers unto
____________________________________________________________________________
Print or Type Name
____________________________________________________________________________
Street Address
____________________________________________________________________________
City State Zip Code
____________________________________________________________________________
Social Security or other Identifying Number
the right represented by the within Warrant to purchase _________ Shares of
Common Stock ($.01 par value) of Fingerhut Companies, Inc. to which the
within Warrant relates and appoints _____________________ attorney to
transfer such right on the books of the Warrant Agent with full power of
substitution in the Premises.
Dated: ___________________
______________________________________________
Signature
(Signature must conform in all respects to name of
holder as specified on the face of the Warrant)
__________________________
Signature Guaranteed
-26-
