EXHIBIT 4.5
ALEXANDER & ALEXANDER SERVICES INC.
Form of Warrant Agreement
[for warrants sold attached to debt securities]
THIS WARRANT AGREEMENT is dated as of ___________ between Alexander & Alexander
Services Inc., a Maryland corporation (hereinafter called the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to) and , as Warrant Agent (herein called the "Warrant Agent").
WHEREAS, the Company has entered into an Indenture dated as of __________, 1996
(the "Indenture"), with PNC Bank, N.A., as trustee (the "Trustee"), providing
for the issuance from time to time of its unsecured debentures, notes or other
evidences of indebtedness (the "Debt Securities"), to be issued in one or more
series, as provided in the Indenture; and
WHEREAS, the Company proposes to sell [title of Debt Securities being offered]
(the "Offered Securities") with warrant certificates evidencing one or more
warrants (the "Warrants" or, individually a "Warrant") representing the right to
purchase [title of Debt Securities purchasable through exercise of Warrants]
(the "Warrant Securities"), such warrant certificates and other warrant
certificates issued pursuant to this Agreement being herein called the "Warrant
Certificates"; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company
in connection with the issuance, exchange, exercise and replacement of the
Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, exchanged, exercised and replaced:
NOW, THEREFORE, in consideration of the promises and of the mutual agreements
herein contained, the parties hereto agree as follows:
ARTICLE I
Issuance of Warrants and Execution and
Delivery of Warrant Certificates.
Section 1.1. Issuance of Warrants. Warrants shall be initially issued in
connection with the issuance of the Offered Securities [but shall be separately
transferable on and after _________, 19__ (the "Detachable Date")] [and shall
not be separately transferable] and each Warrant Certificate shall evidence one
or more Warrants. Each Warrant evidenced thereby shall represent the right,
subject to the provisions contained herein and therein, to purchase a Warrant
Security in the principal amount of _______ (currency). Warrant Certificates
shall be initially issued in units with the Offered Securities and each Warrant
Certificate included in such a unit shall evidence ____ Warrants for each
_______ (currency) principal amount of Offered Securities included in such unit.
Section 1.2. Execution and Delivery of Warrant Certificates. Each Warrant
Certificate, whenever issued, shall be in [bearer] [registered] form
substantially in the form set forth in Exhibit A hereto, shall be dated ________
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the officers of the Company executing the same may approve (execution
thereof to be conclusive evidence of such approval) and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Warrants may be listed, or to
conform to usage. The Warrant Certificates shall be signed on behalf of the
Company by its Chairman of the Board, its President, one of its Vice Presidents,
its Treasurer or one of its Assistant Treasurers under its corporate seal and
attested by its Secretary or one of its Assistant Secretaries. Such signatures
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may be manual or facsimile signatures of such authorized officers and may be
imprinted or otherwise reproduced on the Warrant Certificates. The seal of the
Company may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Warrant Certificates. No Warrant
Certificate shall be valid for any purpose, and no Warrant evidenced thereby
shall be exercisable, until such Warrant Certificate has been countersigned by
the manual signature of the Warrant Agent. Such signature by the Warrant Agent
upon any Warrant Certificate executed by the Company shall be conclusive
evidence that the Warrant Certificate so countersigned has been duly issued
hereunder In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to be
such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates may
be countersigned and delivered notwithstanding that the person who signed such
Warrant Certificates ceased to be such officer of the Company; and any Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Warrant Certificate, shall be the proper
officers of the Company, although at the date of the execution of this Agreement
any such person was not such officer. [If bearer Warrants -- The term "holder"
or "holder of a Warrant Certificate" as used herein shall mean [If Offered
Securities with Warrants which are not immediately detachable - prior to the
Detachable Date, the registered owner of the Offered Security to which such
Warrant Certificate was initially attached, and after such Detachable Date] the
bearer of such Warrant Certificate.] [If registered Warrants -- The term
"holder" or "holder of a Warrant Certificate" as used herein shall mean any
person in whose name at the time any Warrant Certificate shall be registered
upon the books to be maintained by the Warrant Agent for that purpose. [If
Offered Securities with Warrants which are not immediately detachable - or upon
the register of the Offered Securities prior to the Detachable Date. The Company
will or will cause the registrar of the Offered Securities to make available at
all times to the Warrant Agent such information as to holders of the Offered
Securities with Warrants as may be necessary to keep the Warrant Agent's records
up to date.]]
Section 1.3. Issuance of Warrant Certificates. Warrant Certificates evidencing
the right to purchase an aggregate principal amount not exceeding ______
(currency) aggregate principal amount of Warrant Securities (except as provided
in Sections 2.3(c), 3.2 and 4.1) may be executed by the Company and delivered to
the Warrant Agent upon the execution of this Warrant Agreement or from time to
time thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates
duly executed on behalf of the Company, countersign Warrant Certificates
evidencing Warrants representing the right to purchase up to ______ (currency)
aggregate principal amount of Warrant Securities and shall deliver such Warrant
Certificates to or upon the order of the Company. Subsequent to such original
issuance of the Warrant Certificates, the Warrant Agent shall countersign a
Warrant Certificate only if the Warrant Certificate is issued in exchange or
substitution for one or more previously countersigned Warrant Certificates [If
registered Warrants -- or in connection with their transfer], as hereinafter
provided or as provided in Section 2.3(c).
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ARTICLE II
Warrant Price, Duration and Exercise of Warrants.
Section 2.1. Warrant Price. On ________, 19___, the exercise price of each
Warrant is (currency). During the period from _________, 19__, through and
including _________, 19__, the exercise price of each Warrant will be _______
(currency), plus [accrued amortization of the original issue discount] [accrued
interest] from _______, 19__. On ___________, 19__, the exercise price of each
Warrant will be ________ (currency). During the period from _________, 19__,
through and including _________, 19__, the exercise price of each Warrant will
be _________ (currency), plus [accrued amortization of the original issue
discount] [accrued interest] from _________, 19__. [In each case, the original
issue discount will be amortized at a ___% annual rate, computed on an annual
basis using a 360-day year consisting of twelve 30-day months]. Such purchase
price of Warrant Securities is referred to in this Agreement as the "Warrant
Price." [The original issued discount for each ________ (currency) principal
amount of Warrant Securities is ______ (currency).]
Section 2.2. Duration of Warrants. Each Warrant may be exercised in whole at any
time, as specified herein, on or after [the date thereof] [ , 19__,] and at or
before 5 p.m. New York time on ____________, 19__, (the "Expiration Date"). Each
Warrant not exercised at or before 5 p.m. New York time on the Expiration Date
shall become void, and all rights of the holder of the Warrant Certificate
evidencing such Warrant under this Agreement shall cease.
Section 2.3. Exercise of Warrants.
(a) During the period specified in Section 2.2, any whole number of
Warrants may be exercised by providing certain information set forth
on the reverse side of the Warrant Certificate and by paying in
full, [in lawful money of the United States of America] [in cash or
by certified check or official bank check or by bank wire transfer,
in each case] [by bank wire transfer], in immediately available
funds, the Warrant Price for each Warrant exercised, to the Warrant
Agent at its corporate trust office [or at ________], provided that
such exercise is subject to receipt, within five business days of
such [payment] [wire transfer] by the Warrant Agent of the Warrant
Certificate with the form of election to purchase Warrant Securities
set forth on the reverse side of the Warrant Certificate properly
completed and duly executed. The date on which payment in full of
the Warrant Price is received by the Warrant Agent shall, subject to
receipt of the Warrant Certificate as aforesaid, be deemed to be the
date on which the Warrant is exercised. The Warrant Agent shall
deposit all funds received by it in payment of the Warrant Price in
an account of the Company maintained with it and shall advise the
Company by telephone at the end of each day on which a [payment]
[wire transfer] for the exercise of Warrants is received of the
amount so deposited to its account. The Warrant Agent shall promptly
confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee under the Indenture
of (i) the number of Warrants exercised, (ii) the instructions of
each holder of the Warrant Certificates evidencing such Warrants
with respect to delivery of the Warrant Securities to which such
holder is entitled upon such exercise, (iii) delivery of Warrant
Certificates evidencing the balance, if any, of the Warrants
remaining after such exercise, and (iv) such other information as
the Company shall reasonably require.
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(c) As soon as practicable after the exercise of any Warrant, the
Company shall issue, pursuant to the Indenture, in authorized
denominations to or upon the order of the holder of the Warrant
Certificate evidencing such Warrant, the Warrant Securities to which
such holder is entitled in fully registered form, registered in such
name or names as may be directed by such holder. If fewer than all
of the Warrants evidenced by such Warrant Certificate are exercised,
the Company shall execute, and an authorized officer of the Warrant
Agent shall manually countersign and deliver, a new Warrant
Certificate evidencing the number of such Warrants remaining
unexercised.
(d) The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any
transfer involved in the issue of the Warrant Securities; and in the
event that any such transfer is involved, the Company shall not be
required to issue or deliver any Warrant Security until such tax or
other charge shall have been paid or it has been established to the
Company's satisfaction that no such tax or other charge is due.
ARTICLE III
Other Provisions Relating to Rights of
Holders of Warrant Certificates.
Section 3.1. No Rights as Warrant Security holder Conferred by Warrants or
Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby shall
entitle the holder thereof to any of the rights of a holder of Warrant
Securities, including, without limitation, the right to receive the payment of
principal of, premium, if any, or interest on Warrant Securities or to enforce
any of the covenants in the Indenture.
Section 3.2. Lost, Stolen, Mutilated or Destroyed Warrant Certificates. Upon
receipt by the Warrant Agent of evidence reasonably satisfactory to it of the
ownership of and the loss, theft, destruction or mutilation of any Warrant
Certificate and of indemnity reasonably satisfactory to it, and, in the case of
mutilation, upon surrender thereof to the Warrant Agent for cancellation, then,
in the absence of notice to the Company or the Warrant Agent that such Warrant
Certificate has been acquired by a bona fide purchaser, the Company shall
execute, and an authorized officer of the Warrant Agent shall manually
countersign and deliver, in exchange for or in lieu of the lost, stolen,
destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the
same tenor and evidencing a like number of Warrants. Upon the issuance of any
new Warrant Certificate under this Section, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Warrant Agent) in connection therewith. Every substitute Warrant
Certificate executed and delivered pursuant to this Section in lieu of any lost,
stolen or destroyed Warrant Certificate shall represent an additional
contractual obligation of the Company, whether or not the lost, stolen or
destroyed Warrant Certificate shall be at any time enforceable by anyone, and
shall be entitled to the benefits of this Agreement equally and proportionately
with any and all other Warrant Certificates duly executed and delivered
hereunder. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
of mutilated, lost, stolen or destroyed Warrant Certificates.
Section 3.3. Holder of Warrant Certificate May Enforce Rights. Notwithstanding
any of the provisions of this Agreement, any holder of a Warrant Certificate,
without the consent of the Warrant Agent, the holder of any Warrant Securities
or the holder of any other Warrant Certificate, may in his own behalf and for
his own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company suitable to enforce or otherwise in respect of,
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his right to exercise the Warrants evidenced by his Warrant Certificate in the
manner provided in his Warrant Certificate and in this Agreement.
ARTICLE IV
Exchange and Transfer of Warrant Certificates.
Section 4.1. Exchange and Transfer of Warrant Certificates. [If Offered
Securities with Warrants which are immediately detachable - Upon] [If Offered
Securities with Warrants which are not immediately detachable - Prior to the
Detachable Date, a Warrant Certificate may be exchanged or transferred only
together with the Offered Securities to which the Warrant Certificate was
initially attached and only for the purpose of effecting or in conjunction with
an exchange or transfer of such Offered Securities. Prior to the Detachable
Date, each transfer of the Offered Securities [on the register of the Offered
Securities] shall operate also to transfer the related Warrant Certificates.
After the Detachable Date upon] surrender at the corporate trust office of the
Warrant Agent [or ], Warrant Certificates evidencing Warrants may be exchanged
for Warrant Certificates in other denominations evidencing such Warrants [If
registered Warrants -- or the transfer thereof may be registered in whole or in
part]; provided that such other Warrant Certificates evidence the same aggregate
number of Warrants as the Warrant Certificates so surrendered. [If registered
Warrants -- The Warrant Agent shall keep, at its corporate trust office [and at
] books in which, subject to such reasonable regulations as it may prescribe, it
shall register Warrant Certificates and exchanges and transfers of outstanding
Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant
Agent at its corporate trust office [or
] for exchange [or registration of transfer], properly endorsed or
accompanied by appropriate instruments of registration of transfer and written
instructions for transfer, all in form satisfactory to the Company and the
Warrant Agent.] No service charge shall be made for any exchange [or
registration of transfer] of Warrant Certificates but the Company may require
payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange [or
registration of transfer]. Whenever any Warrant Certificates are so surrendered
for exchange [or registration of transfer] an authorized officer of the Warrant
Agent shall manually countersign and deliver to the person or persons entitled
thereto a Warrant Certificate or Warrant Certificates duly authorized and
executed by the Company, as so requested. The Warrant Agent shall not be
required to effect any exchange [or registration of transfer] which will result
in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a
number of full Warrants and a fraction of a Warrant. All Warrant Certificates
issued upon any exchange [or registration of transfer] of Warrant Certificates
shall be the valid obligations of the Company, evidencing the same obligations,
and entitled to the same benefits under this Agreement, as the Warrant
Certificates surrendered for such exchange [or registration of transfer].
Section 4.2. Treatment of Holders of Warrant Certificates. [If Offered
Securities with bearer Warrants which are not immediately detachable - Subject
to Section 4.01, each] [If Offered Securities with bearer Warrants which are
immediately detachable - Each] Warrant Certificate shall be transferable by
delivery and shall be deemed negotiable and the bearer of each Warrant
Certificate may be treated by the Company, the Warrant Agent and all other
persons dealing with such bearer as the absolute owner thereof for any purpose
and as the person entitled to exercise the rights represented by the Warrants
evidenced thereby, any notice to the contrary notwithstanding.] [If registered
Warrants which are not immediately detachable - Every holder of a Warrant
Certificate, by accepting the same, consents and agrees with the Company, the
Warrant Agent and with every subsequent holder of such Warrant Certificate that
until the transfer of the Warrant Certificate is registered on the books of the
Warrant Agent [or the registrar of the Offered Securities prior to the
Detachable Date], the Company and the Warrant Agent [or the registrar of the
Offered Securities prior to the Detachable Date] may treat the registered holder
as the absolute owner thereof for any purpose and as the person entitled to
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exercise the rights represented by the Warrants evidenced thereby, any notice to
the contrary notwithstanding.]
Section 4.3. Cancellation of Warrant Certificates. Any Warrant Certificate
surrendered for exchange [registration of transfer] or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company, be delivered to the
Warrant Agent and all Warrant Certificates surrendered or so delivered to the
Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be
reissued and, except as expressly permitted by this Agreement, no Warrant
Certificate shall be issued hereunder in exchange or in lieu thereof. The
Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of cancelled Warrant Certificates in a manner satisfactory to the
Company.
ARTICLE V
Concerning the Warrant Agent
Section 5.1. Warrant Agent. The Company hereby appoints __________, as Warrant
Agent of the Company in respect of the Warrants and the Warrant Certificates
upon the terms and subject to the conditions herein set forth; and __________
hereby accepts such appointment. The Warrant Agent shall have the powers and
authority granted to and conferred upon it in the Warrant Certificates and
hereby and such further powers and authority to act on behalf of the Company as
the Company may hereafter grant to or confer upon it. All of the terms and
provisions with respect to such powers and authority contained in the Warrant
Certificates are subject to and governed by the terms and provisions hereof.
Section 5.2. Conditions of Warrant Agent's Obligations. The Warrant Agent
accepts its obligations herein set forth upon the terms and conditions hereof,
including the following, to all of which the Company agrees and to all of which
the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:
(a) Compensation and Indemnification. The Company agrees promptly to pay
the Warrant Agent the compensation to be agreed upon with the
Company for all services rendered by the Warrant Agent and to
reimburse the Warrant Agent for reasonable out-of-pocket expenses
(including counsel fees) incurred by the Warrant Agent in connection
with the services rendered hereunder by the Warrant Agent. The
Company also agrees to indemnify the Warrant Agent for, and to hold
it harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Warrant Agent, arising
out of or in connection with its acting as Warrant Agent hereunder,
as well as the costs and expenses of defending against any claim of
such liability.
(b) Agent for the Company. In acting under this Warrant Agreement and in
connection with the Warrant Certificates, the Warrant Agent is
acting solely as agent of the Company and does not assume any
obligation or relationship of agency or trust for or with any of the
holders of Warrant Certificates or beneficial owners of Warrants.
(c) Counsel. The Warrant Agent may consult with counsel satisfactory to
it, and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance
with the advice of such counsel.
(d) Documents. The Warrant Agent shall be protected and shall incur no
liability for or in respect of any action taken or thing suffered by
it in reliance upon any Warrant Certificate, notice, direction,
consent, certificate, affidavit, statement or other paper or
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document reasonably believed by it to be genuine and to have been
presented or signed by the proper parties.
(e) Certain Transactions. The Warrant Agent, and its officers, directors
and employees, may become the owner of, or acquire any interest in,
Warrants, with the same rights that it or they would have if it were
not the Warrant Agent hereunder, and, to the extent permitted by
applicable law, it or they may engage or be interested in any
financial or other transaction with the Company and may act on, or
as depositary, trustee or agent for, any committee or body of
holders of Warrant Securities or other obligations of the Company as
freely as if it were not the Warrant Agent hereunder. Nothing in
this Warrant Agreement shall be deemed to prevent the Warrant Agent
from acting as trustee for any series of Debt Securities under the
Indenture.
(f) No Liability for Interest. The Warrant Agent shall have
no liability for interest on any monies at any time received
by it pursuant to any of the provisions of this Agreement
or of the Warrant Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall have
no liability with respect to any invalidity of this Agreement or
any of the Warrant Certificates.
(h) No Responsibility for Representations. The Warrant Agent shall not
be responsible for any of the recitals or representations herein or
in the Warrant Certificates (except as to the Warrant Agent's
countersignature thereon), all of which are made solely by the
Company.
(i) No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant
Certificates specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrant
Certificates against the Warrant Agent. The Warrant Agent shall not
be under any obligation to take any action hereunder which may tend
to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured
to it. The Warrant Agent shall not be accountable or under any duty
or responsibility for the use by the Company of any of the Warrant
Certificates authenticated by the Warrant Agent and delivered by it
to the Company pursuant to this Agreement or for the application by
the Company of the proceeds of the Warrant Certificates. The Warrant
Agent shall have no duty or responsibility in case of any default by
the Company in the performance of its covenants or agreements
contained herein or in the Warrant Certificates or in the case of
the receipt of any written demand from a holder of a Warrant
Certificate with respect to such default, including, without
limiting the generality of the foregoing, any duty or responsibility
to initiate or attempt to initiate any proceedings at law or
otherwise or, except as provided in Section 6.2, to make any demand
upon the Company.
Section 5.3. Resignation and Appointment of Successor.
(a) The Company agrees, for the benefit of the holders of the Warrant
Certificates, that there shall at all times be a Warrant Agent
hereunder until all the Warrant Certificates are no longer
exercisable.
(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become
effective; provided that such date shall not be less than three
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months after the date on which such notice is given unless the
Company otherwise agrees. The Warrant Agent hereunder may be removed
at any time by the filing with it of an instrument in writing signed
by or on behalf of the Company and specifying such removal and the
date when it shall become effective. Such resignation or removal
shall take effect upon the appointment by the Company, as
hereinafter provided, of a successor Warrant Agent (which shall be a
bank or trust company authorized under the laws of the jurisdiction
of its organization to exercise corporate trust powers) and the
acceptance of such appointment by such successor Warrant Agent. The
obligation of the Company under Section 5.2(a) shall continue to the
extent set forth therein notwithstanding the resignation or removal
of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall file a petition seeking relief under
the Federal Bankruptcy Code, as now constituted or hereafter
amended, or under any other applicable Federal or State bankruptcy
law or similar law or make an assignment for the benefit of its
creditors or consent to the appointment of a receiver or custodian
of all or any substantial part of its property, or shall admit in
writing its inability to pay or meet its debts as they mature, or if
a receiver or custodian of it or of all or any substantial part of
its property shall be appointed, or if an order of any court shall
be entered for relief against it under the provisions of the Federal
Bankruptcy Code, as now constituted or hereafter amended, or under
any other applicable Federal or State bankruptcy or similar law, or
if any public officer shall have taken charge or control of the
Warrant Agent or of its property or affairs, for the purpose of
rehabilitation, conservation or liquidation, a successor Warrant
Agent, qualified as aforesaid, shall be appointed by the Company by
an instrument in writing, filed with the successor Warrant Agent.
Upon the appointment as aforesaid of a successor Warrant Agent and
acceptance by the successor Warrant Agent of such appointment, the
Warrant Agent shall cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such
successor Warrant Agent, without any further act, deed or
conveyance, shall become vested with all the authority, rights,
powers, trusts, immunities, duties and obligations of such
predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to
transfer, deliver and pay over, and such successor Warrant Agent
shall be entitled to receive, all monies, securities and other
property on deposit with or held by such predecessor, as Warrant
Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may be merged
or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Warrant Agent shall be a
party, or any corporation to which the Warrant Agent shall sell or
otherwise transfer all or substantially all the assets and business
of the Warrant Agent, provided that it shall be qualified as
aforesaid, shall be the successor Warrant Agent under this Agreement
without the execution or filing of any paper or any further act on
the part of any of the parties hereto.
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ARTICLE VI
Miscellaneous.
Section 6.1. Amendment. This Agreement may be amended by the parties hereto,
without the consent of the holder of any Warrant Certificate, for the purpose of
curing any ambiguity, or of curing, correcting or supplementing any defective or
inconsistent provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; provided, that such action
shall not materially and adversely affect the interests of the holders of the
Warrant Certificates.
Section 6.2. Notices and Demands to the Company and Warrant Agent. If the
Warrant Agent shall receive any notice or demand addressed to the Company by the
holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.
Section 6.3. Addresses. Any communication from the Company to the Warrant Agent
with respect to this Agreement shall be addressed to____________, and any
communication from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to Alexander & Alexander Services Inc., 0000 Xxxxxx
xx xxx Xxxxxxxx, Xxx Xxxx, X.X. 00000, Attention: _______________ (or such other
address as shall be specified in writing by the Warrant Agent or by the
Company).
Section 6.4. Applicable Law. The validity, interpretation and performance of
this Agreement and each Warrant Certificate issued hereunder and of the
respective terms and provisions thereof shall be governed by and construed in
accordance with, the laws of the State of New York, without giving effect to the
conflict of laws principles thereof.
Section 6.5. Delivery of Prospectus. The Company will furnish to the Warrant
Agent sufficient copies of a prospectus relating to the Warrant Securities
deliverable upon exercise of Warrants (the "Prospectus"), and the Warrant Agent
agrees that upon the exercise of any Warrant, the Warrant Agent will deliver to
the holder of the Warrant Certificate evidencing such Warrant, prior to or
concurrently with, the delivery of the Warrant Securities issued upon such
exercise, a Prospectus.
Section 6.6. Obtaining of Governmental Approvals. The Company will from time to
time take all action which may be necessary to obtain and keep effective any and
all permits, consents and approvals of governmental agencies and authorities and
securities acts filings under United States Federal and State laws (including,
without limitation, a registration statement in respect of the Warrants and
Warrant Securities under the Securities Act of 1933, as amended), which may be
or become requisite in connection with the issuance, sale, transfer, and
delivery of the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer, and delivery of the Warrant Securities issued upon
exercise of the Warrants or upon the expiration of the period during which the
Warrants are exercisable.
Section 6.7. Persons Having Rights under Warrant Agreement. Nothing in this
Agreement shall give to any person other than the Company, the Warrant Agent and
the holders of the Warrant Certificates any right, remedy or claim under or by
reason of this Agreement.
Section 6.8. Headings. The descriptive headings of the several Articles
and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.
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Section 6.9. Counterparts. This Agreement may be executed in any number
of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
Section 6.10. Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of the
Warrant Agent for inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant Certificates for
inspection by it.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and their respective corporate seals to be affixed hereunto, and the
same to be attested, all as of the day and year first above written.
ALEXANDER & ALEXANDER
SERVICES INC.
By ________________________
Attest:
[Name of Warrant Agent], as
Warrant Agent
------------------------
Attest: By ___________________________
-------------------------
10
Exhibit A
(FORM OF WARRANT CERTIFICATE)
[Face of Warrant Certificate]
[Form of Legend of Prior to ___________,
Debt Securities with this Warrant Certificate
Warrants which are not cannot be transferred or
immediately detachable: exchanged unless attached
to a [Title of Offered Securities].]
Exercisable Only if Countersigned by the
Warrant Agent as Provided Herein
ALEXANDER & ALEXANDER SERVICES INC.
WARRANTS TO PURCHASE
[Title of Warrant Securities]
Void After 5:00 P.M. New York Time on _______, 19___.
[No.] Warrants
This certifies that [the bearer is the ] [ or registered assigns is the
registered] owner of the above indicated number of Warrants, each Warrant
entitling such [bearer] [owner] to purchase, at any time [after 5 p.m. New York
time on ________, 19___, and] on or before 5 p.m. New York time on ________,
19___, ________ (currency) principal amount of [Title of Warrant Securities]
(the "Warrant Securities"), of Alexander & Alexander Services Inc., (the
"Company"), issued and to be issued under the Indenture (as hereinafter
defined), on the following basis: [on _________, 19___, the exercise price of
each Warrant is ________ (currency); during the period from ___________, 19___,
through and including ___________, 19___, the exercise price of each Warrant
will be _________ (currency), plus [accrued amortization of the original issue
discount] [accrued interest] from __________, 19___; on_________, 19___, the
exercise price of each Warrant will be _______ (currency); during the period
from _________, 19___, through and including __________, 19___, the exercise
price of each Warrant will be ________ (currency), plus [accrued amortization of
the original issue discount] [accrued interest] from ___________, 19___; [in
each case, the original issue discount will be amortized at a % annual rate,
computed on an annual basis using a 360-day year consisting of twelve 30-day
months](the "Warrant Price"). [The original issued discount for each ________
(currency) principal amount of Warrant Securities is _______ (currency)]. The
holder may exercise the Warrants evidenced hereby by providing certain
information set forth on the back hereof and by paying in full, [in lawful money
of the United States of America] [in cash or by certified check or official bank
check or by bank wire transfer, in each case] [by bank wire transfer], in
immediately available funds, the Warrant Price for each Warrant exercised to the
Warrant Agent (as hereinafter defined) and by surrendering this Warrant
Certificate, with the purchase form on the back hereof duly executed, at the
corporate trust office of [name of Warrant Agent], or its successors as warrant
agent (the "Warrant Agent"), [or ] currently at the address specified on the
reverse hereof, and upon compliance with and subject to the conditions set forth
herein and in the Warrant Agreement (as hereinafter defined).
Any whole number of Warrants evidenced by this Warrant Certificate may be
exercised to purchase Warrant Securities in registered form in denominations of
________ (currency) and any integral multiples thereof. Upon any exercise of
fewer than all of the Warrants evidenced by this Warrant Certificate, there
shall be issued to the holder hereof a new Warrant Certificate evidencing the
number of Warrants remaining unexercised.
1
This Warrant Certificate is issued under and in accordance with the Warrant
Agreement dated as of ___________, 19__, (the "Warrant Agreement") between the
Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
holder of this Warrant Certificate consents by acceptance hereof. Copies of the
Warrant Agreement are on file at the above-mentioned office of the Warrant Agent
[and at ].
The Warrant Securities to be issued and delivered upon the exercise of the
Warrants evidenced by this Warrant Certificate will be issued under and in
accordance with an Indenture dated as of _________, 19__ (the "Indenture")
between the Company and PNC Bank, N.A., as trustee, and will be subject to the
terms and provisions contained in the Indenture. Copies of the Indenture and the
form of Warrant Securities are on file at the corporate trust office of the
trustee [and at ____].
[If Offered Securities with bearer Warrants which are not immediately detachable
- Prior to _________, 19___, this Warrant Certificate may be exchanged or
transferred only together with the [Title of Offered Securities] ("Offered
Securities") to which this Warrant Certificate was initially attached, and only
for the purpose of effecting, or in conjunction with, an exchange or transfer of
such Offered Securities. After such date, this [If Offered Securities with
bearer Warrants which are immediately detachable - This] Warrant Certificate,
and all rights hereunder, may be transferred by delivery and the Company and the
Warrant Agent may treat the bearer hereof as the owner for all purposes.]
[If Offered Securities with registered Warrants which are not immediately
detachable - Prior to _________, 19___, this Warrant Certificate may be
exchanged or transferred only together with the [Title of Offered Securities]
("Offered Securities") to which this Warrant Certificate was initially attached,
and only for the purpose of effecting, or in conjunction with, an exchange or
transfer of such Offered Securities. After such date, this [If Offered
Securities with registered Warrants which are immediately detachable - Transfer
of this] Warrant Certificate may be registered when this Warrant Certificate is
surrendered at the corporate trust office of the Warrant Agent [or _____] by the
registered owner or his assigns, in person or by an attorney duly authorized in
writing, in the manner and subject to the limitations provided in the Warrant
Agreement.]
[If Offered Securities with Warrants which are not immediately detachable Except
as provided in the immediately preceding paragraph, after] [If Offered
Securities with Warrants which are immediately detachable - After]
countersignature by the Warrant Agent and prior to the expiration of this
Warrant Certificate, this Warrant Certificate may be exchanged at the corporate
trust office of the Warrant Agent for Warrant Certificates representing the same
aggregate number of Warrants.
This Warrant Certificate shall not entitle the holder hereof to any of the
rights of a holder of Warrant Securities, including, without limitation, the
right to receive payments of principal of, premium, if any, or interest, if any,
on the Warrant Securities or to enforce any of the covenants of the Indenture.
2
This Warrant Certificate shall not be valid or obligatory for any purpose until
countersigned by the Warrant Agent.
Dated as of __________, 19___.
ALEXANDER & ALEXANDER
SERVICES INC.
By ___________________________
Attest:
------------------------------
Countersigned
------------------------------
As Warrant Agent
By ______________________________
Authorized Signature
3
[Reverse of Warrant Certificate]
Instructions for Exercise of Warrant
To exercise the Warrants evidenced hereby, the holder must pay [in cash or by
certified check or official bank check or by bank wire transfer] [by bank wire
transfer], in immediately available funds, the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent] Corporate Trust Department
[insert address of Warrant Agent], Attn: __________ [or ________], which
[payment] [wire transfer] must specify the name of the holder and the number of
Warrants exercised by such holder. In addition, the holder must complete the
information required below and present this Warrant Certificate in person or by
mail (registered mail is recommended) to the Warrant Agent at the addresses set
forth below. This Warrant Certificate, completed and duly executed, must be
received by the Warrant Agent within five business days of the [payment] [wire
transfer].To Be Executed Upon Exercise of Warrant
The undersigned hereby irrevocably elects to exercise Warrants evidenced by this
Warrant Certificate, to purchase ________ (currency) principal amount of the
[Title of Warrant Securities] (the "Warrant Securities") of Alexander &
Alexander Services Inc. and represents that he has tendered payment for such
Warrant Securities [in cash or by certified check or official bank check or by
bank wire transfer, in each case] [by bank wire transfer], in immediately
available funds, to the order of Alexander & Alexander Services Inc., c/o
[insert name and address of Warrant Agent], in the amount of _________
(currency) in accordance with the terms hereof. The undersigned requests that
said principal amount of Warrant Securities be in fully registered form and in
the authorized denominations, registered in such names and delivered, all as
specified in accordance with the instructions set forth below. If the number of
Warrants exercised is less than all of the Warrants evidenced hereby, the
undersigned requests that a new Warrant Certificate representing the remaining
Warrants evidenced hereby be issued and delivered to the undersigned unless
otherwise specified in the instructions below.
Dated: Name ________________________
(Please Print)
_________________________ Address ________________________
Social Security Number or ________________________
Other Identifying ________________________
Number of Holder
Signature ______________________
The Warrants evidenced hereby may be exercised at the following
addresses:
By hand at ____________________________________________
--------------------------------------------
--------------------------------------------
By mail at ____________________________________________
--------------------------------------------
--------------------------------------------
[Instructions as to form and delivery of Warrant Securities and, if applicable,
Warrant Certificates evidencing unexercised Warrants -- complete as
appropriate.]
Certificate for Delivery of Bearer Warrant Securities
ALEXANDER & ALEXANDER SERVICES INC.
Warrant Securities
TO: Alexander & Alexander Services Inc.
c/o
as Trustee
This certificate is submitted in connection with our request that you deliver to
us _______ (currency) principal amount of Warrant Securities in bearer form upon
exercise of Warrants. We hereby certify that either (a) none of such Warrant
Securities will be held by or on behalf of a United States Person or (b) if a
United States Person will have a beneficial interest in such Warrant Securities,
such person is described in Section 165(j)(3)(A), (B) of (C) of the United
States Internal Revenue Code of 1954, as amended and the regulations thereunder.
As used herein, "United States Person" means a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws or the United States or any political subdivision thereof or an
estate or trust whose income from sources without the United States is
includible in gross income for Unites States Federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States.
We understand that this certificate is required in connection with certain tax
legislation in the United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings.
Dated: __________________________
(Please print name)
[If Registered Warrant]
Assignment
(Form of Assignment to be Executed if Holder Desires to Transfer Warrants
Evidenced Hereby)
For value received hereby sells, assigns
and transfer unto
----------------------------- -----------------------
(Please print name and address Social Security
of assignee, including zip code) Number or other
identifying number
------------------------------------------------------------
the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint _____________ Attorney, to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution in the premises.
Dated:
----------------------------
Signature
(Signature must confirm in all respect to
name of holder as specified on the face of
this Warrant Certificate and must bear a
signature guarantee of a commercial bank,
trust company, or member broker of the New
York, American, Midwest or pacific Stock
Exchange.)
Signature Guaranteed:
--------------------------------
1
