EXHIBIT 4.10
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[DEBT SECURITIES] [[SERIES __ PREFERRED STOCK] [COMMON STOCK]
[DEPOSITARY SHARES] WARRANT AGREEMENT
dated as of ________ __, ____
between
AAR CORP.
and
[NAME OF WARRANT AGENT], as Warrant Agent
[Debt Securities] [[Series __ Preferred Stock] [Common Stock]
[Depositary Share]
Warrants
Expiring ________ __, ____
TABLE OF CONTENTS
ARTICLE I - ISSUANCE OF WARRANTS AND FORM, EXECUTION, DELIVERY AND
REGISTRATION OF WARRANT CERTIFICATES . . . . . . . . . . . . . 2
SECTION 1.01. Issuance of Warrants . . . . . . . . . . . . . 2
SECTION 1.02. Form, Execution and Delivery of Warrant
Certificates . . . . . . . . . . . . . . . . . 2
SECTION 1.03. Transfer of Warrants . . . . . . . . . . . . . 4
SECTION 1.04. Lost, Stolen, Mutilated or Destroyed Warrant
Certificates . . . . . . . . . . . . . . . . . 6
SECTION 1.05. Cancellation of Warrant Certificates . . . . . 6
SECTION 1.06. Treatment of Holders . . . . . . . . . . . . . 6
ARTICLE II - EXERCISE PRICE, DURATION AND EXERCISE OF WARRANTS . . 7
SECTION 2.01. Exercise Price . . . . . . . . . . . . . . . . 7
SECTION 2.02. Duration of Warrants . . . . . . . . . . . . . 7
SECTION 2.03. Exercise of Warrants . . . . . . . . . . . . . 8
SECTION 2.04. Adjustment Under Certain Circumstances . . . . 10
ARTICLE III - OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
[If Warrants are to be issued in Book-Entry Form:
AND BENEFICIAL OWNERS] OF WARRANTS . . . . . . . . . . . . . . 10
SECTION 3.01. No Rights as Holders of Warrant Securities
Conferred by Warrants or Warrant Certificates . 10
SECTION 3.02. Holder [If Warrants are to be issued in
Book-Entry form: and Beneficial Owner] of Warrant
May Enforce Rights . . . . . . . . . . . . . . 10
ARTICLE IV - CONCERNING THE WARRANT AGENT . . . . . . . . . . . . . 11
SECTION 4.01. Warrant Agent . . . . . . . . . . . . . . . . . 11
SECTION 4.02. Limitations on Warrant Agent's Obligations . . 11
SECTION 4.03. Compliance With Applicable Laws . . . . . . . . 13
SECTION 4.04. Resignation and Appointment of Successor . . . 13
ARTICLE V - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . 15
SECTION 5.01. Amendments . . . . . . . . . . . . . . . . . . 15
SECTION 5.02. Merger, Consolidation, Sale, Transfer or
Conveyance . . . . . . . . . . . . . . . . . . 15
SECTION 5.03. Notices and Demands to the Company and Warrant
Agent . . . . . . . . . . . . . . . . . . . . . 16
SECTION 5.04. Addresses . . . . . . . . . . . . . . . . . . . 16
SECTION 5.05. Governing Law . . . . . . . . . . . . . . . . . 17
SECTION 5.06. Delivery of Prospectus . . . . . . . . . . . . 17
SECTION 5.07. Obtaining of Governmental Approvals . . . . . . 17
SECTION 5.08. Payment of Taxes . . . . . . . . . . . . . . . 17
SECTION 5.09. Benefits of Warrant Agreement . . . . . . . . . 17
SECTION 5.10. Headings . . . . . . . . . . . . . . . . . . . 17
SECTION 5.11. Severability . . . . . . . . . . . . . . . . . 18
SECTION 5.12. Counterparts . . . . . . . . . . . . . . . . . 18
SECTION 5.13. Inspection of Agreement . . . . . . . . . . . . 18
EXHIBIT A [FORM OF WARRANT CERTIFICATE] . . . . . . . . . . . . . A-1
[REVERSE] Instructions for Exercise of Warrant . . . . . . . . . A-6
[DEBT SECURITIES] [[SERIES __ PREFERRED STOCK] [COMMON STOCK]
[DEPOSITARY SHARES] WARRANT AGREEMENT
[DEBT SECURITIES] [[SERIES __ PREFERRED STOCK] [COMMON STOCK]
[DEPOSITARY SHARES] WARRANT AGREEMENT, dated as of ________ __, ____
(as modified, amended or supplemented, this "Agreement"), between AAR
CORP., a Delaware corporation (the "Company") and [NAME OF WARRANT
AGENT], a _________________, as Warrant Agent (the "Warrant Agent").
W I T N E S S E T H:
[If offer consists of Debt Securities with Warrants AND/OR
Warrants to Purchase Debt Securities: WHEREAS, the Company has entered
into an indenture (the "[Senior] [Subordinated] Indenture") dated as
of ______________ between the Company and [Name of trustee], as
trustee (the "[Senior] [Subordinated] Trustee"), providing for the
issuance from time to time of its unsecured [senior] [subordinated]
debentures, notes or other evidences of indebtedness (the "[Senior]
[Subordinated] Debt Securities"), to be issued in one or more series
as provided in the [Senior] [Subordinated] Indenture; [if Warrant
Securities are not under same Indenture as Debt Securities to which
they are attached and an Indenture (the "[Senior] [Subordinated]
Indenture," the Senior -and Subordinated Indentures being referred to
collectively as the "Indentures") dated as of _________________
between the Company and _______________, as trustee (the "[Senior]
[Subordinated] Trustee," (the Senior and Subordinated Trustees being
referred to collectively, as the "Trustees"), providing for the
issuance from time to time of its [senior] [subordinated] debentures,
notes or other evidences of indebtedness (the "[Senior] [Subordinated]
Debt Securities," the Senior and Subordinated Debt Securities being
referred to collectively as the "Debt Securities"), to be issued in
one or more series as provided in the [Senior] [Subordinated]
Indenture]; and
[If Securities and Warrants are to be offered together: WHEREAS, the
Company proposes to sell [title of Securities being offered] (the
"Securities") together with warrants (each, a "Warrant") representing
the right to purchase [title of Securities purchasable upon exercise
of Warrants] [If Warrants for Depositary Shares are to be offered:
each representing a 1/__th interest in a share of [title of securities
represented by Depositary Shares]] (the "Warrant Securities" [If
Warrants for Depositary Shares are to be offered: , which term shall
also refer, as appropriate, to such [title of securities represented
by Depositary Shares]), such warrant certificates and other warrant
certificates issued pursuant to this Agreement being herein called the
"Warrant Certificates"; and]
[If Warrants are to be offered separately: WHEREAS, the Company
proposes to sell warrants (each, a "Warrant") representing the right
to purchase [title of Securities purchasable upon exercise of
Warrants] [If Warrants for Depositary Shares are to be offered: , each
representing a 1/__th interest in a share of [title of securities
represented by the Depositary Shares]] (the "Warrant Securities" [If
Warrants for Depositary Shares are to be offered: which term shall
also refer, as appropriate, to such [title of securities represented
by the Depositary Shares]), 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, and the Warrant Agent is willing so to act, in connection
with the issuance, transfer, exchange, exercise and cancellation of
the Warrants, and the Company wishes to set forth in this Agreement,
among other things, the provisions of the Warrants, the form of the
Warrant Certificates evidencing the Warrants and the terms and
conditions upon which the Warrants may be issued, transferred,
exchanged, exercised and canceled;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
ISSUANCE OF WARRANTS AND FORM, EXECUTION,
DELIVERY AND REGISTRATION OF WARRANT CERTIFICATES
SECTION 1.01. Issuance of Warrants. Each Warrant shall
represent the right, subject to the provisions contained herein and
therein, to purchase [________] Warrant Securities [in the aggregate
principal amount of $_____] at the Exercise Price set forth in Section
2.01. [If Securities and Warrants are to be offered together:
Warrants shall be issued in units with the Securities [If Warrants are
not immediately detachable: and shall not be separately -transferable
[Unless Warrants are not detachable: before ________ __, ____ (the
"Detachment Date")]].] [If Warrants are to be offered separately:
Warrants shall be issued as a separate security and shall be
transferable from and after the date of issuance.] [If Warrants are
to be offered in Book-Entry form: [All] [A portion] of the Warrants
shall initially be represented by one or more Book-Entry certificates
(each, a "Book-Entry Warrant Certificate").] [If Securities and
Warrants are to be offered together and in definitive form: Each
Warrant Certificate included in such a unit shall evidence [_______]
Warrants for each [$_____ principal amount of] [_______] Securities
included in such unit.] [If Warrants are to be offered separately and
in definitive form: Each Warrant Certificate shall evidence [_______]
Warrants.]
SECTION 1.02. Form, Execution and Delivery of Warrant
Certificates.
(a) One or more Warrant Certificates evidencing Warrants to
purchase not more than [____] [$_______ in aggregate principal amount
of] Warrant Securities (except as provided in Sections 1.03, 1.04 and
2.03(e)) may be executed by the Company and delivered to the Warrant
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Agent upon the execution of this Warrant Agreement or from time to
time thereafter.
(b) Each Warrant Certificate, whenever issued, shall be in
registered form substantially in the form set forth in Exhibit A
hereto, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Agreement. [If
Warrants are issued in Book-Entry form: Each Book-Entry Warrant
Certificate shall bear such legend or legends as may be required by
the Depository in order for it to accept the Warrants for its book-
entry settlement system.] Each Warrant Certificate shall be printed,
lithographed, typewritten, mimeographed or engraved or otherwise
reproduced in any other manner as may be approved by the officers
executing the same (such execution to be conclusive evidence of such
approval) 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 (such execution 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 regulation of any stock exchange on which the Warrants [If
Securities and Warrants are to be offered together: the Securities] or
the Warrant Securities may be listed, or to conform to usage. Each
Warrant Certificate shall be signed on behalf of the Company by its
Chairman of the Board, Chief Executive Officer, President, Chief
Financial Officer or any Vice President. The signature of any such
officer on any Warrant Certificate may be manual or facsimile. Each
Warrant Certificate, when so signed on behalf of the Company, shall be
delivered to the Warrant Agent together with an order for the
countersignature and delivery of such Warrants.
(c) The Warrant Agent shall, upon receipt of any Warrant
Certificate duly executed on behalf of the Company, countersign such
Warrant Certificate and deliver such Warrant Certificate to or upon
the order of the Company. Each Warrant Certificate shall be dated the
date of its countersignature.
(d) No Warrant Certificate shall be entitled to any benefit
under this Agreement or be valid or obligatory for any purpose, and no
Warrant evidenced thereby may be exercised, unless 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
such Warrant Certificate has been duly issued under the terms of this
Agreement.
(e) If any officer of the Company who has signed any Warrant
Certificate either manually or by facsimile signature shall cease to
be such officer before such Warrant Certificate shall have been
countersigned and delivered by the Warrant Agent, such Warrant
Certificate nevertheless may be countersigned and delivered as though
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the person who signed such Warrant Certificate had not ceased to be
such officer of the Company; and any Warrant Certificate may be signed
on behalf of the Company by such persons as, at the actual date of the
execution of such Warrant Certificate, shall be the proper officers of
the Company as specified in this Section 1.02, regardless of whether
at the date of the execution of this Agreement any such person was
such officer.
(f) The Holders shall [If Warrants are to be issued in Book-
Entry form: , except as stated below with respect to Warrants
evidenced by a Book-Entry Warrant Certificate,] be entitled to receive
Warrants in physical, certificated form. [If Warrants are to be
issued in Book-Entry form:
(g) A Book-Entry Warrant Certificate may be exchanged for a new
Book-Entry Warrant Certificate, or one or more new Book-Entry Warrant
Certificates may be issued, to reflect the issuance by the Company of
additional Warrants. To effect such an exchange, the Company shall
deliver to the Warrant Agent one or more new Book-Entry Warrant
Certificates duly executed on behalf of the Company as provided in
Section 1.02. The Warrant Agent shall authenticate each new Book-Entry
Warrant Certificate as provided in Section 1.02 and shall deliver each
new Book-Entry Warrant Certificate to the Depository. The Warrant
Agent shall cancel each Book-Entry Warrant Certificate delivered to it
by the Depository in exchange therefor, if any.]
SECTION 1.03. Transfer of Warrants. [If Warrants are to be
issued in Book-Entry form:
(a) [All] [A portion] of the Warrants shall initially be
represented by one or more Book-Entry Warrant Certificates deposited
with [the Depository Trust Company] (the "Depository") and registered
in the name of [Cede & Co.], a nominee of the Depository. Except as
provided for in Section 1.03(b) hereof, no person acquiring Warrants
with book-entry settlement through the Depository shall receive or be
entitled to receive physical delivery of definitive Warrant
Certificates evidencing such Warrants. Ownership of beneficial
interests in the Warrants shall be shown on, and the transfer of such
ownership shall be effected through, records maintained by (i) the
Depository or its nominee for each Book-Entry Warrant Certificate, or
(ii) institutions that have accounts with the Depository (such
institution, with respect to a Warrant in its account, a
"Participant").] [If Warrants are to be issued in Book-Entry form:
(b) If the Depository subsequently ceases to make its book-entry
settlement system available for the Warrants, the Company may instruct
the Warrant Agent regarding making other arrangements for book-entry
settlement. In the event that the Warrants are not eligible for, or
it is no longer necessary to have the Warrants available in, book-
entry form, the Warrant Agent shall provide written instructions to
the Depository to deliver to the Warrant Agent for cancellation each
Book-Entry Warrant Certificate, and the Company shall instruct the
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Warrant Agent to deliver to the Depository definitive Warrant
Certificates in physical form evidencing such Warrants. Such
definitive Warrant Certificates shall be in the form annexed hereto as
Exhibit A with appropriate insertions, modifications and omissions, as
provided above.] [If Securities and Warrants are to be offered
together:
(c) [If Warrants are not immediately detachable: Prior to the
Detachment Date,] Warrants may be -transferred or exchanged only
together with the Security to which such Warrant is attached, and only
for the purpose of effecting, or in conjunction with, a transfer or
exchange of such Security. Furthermore, [If Warrants are not
immediately detachable: on or prior to the Detachment Date,] each
transfer of a Security on the register relating to such Securities
shall operate also to transfer the Warrants to which such Security was
initially attached. [If Warrants are not immediately detachable: From
and after the Detachment Date, the above provisions shall be of no
further force and effect.]
(d) A Warrant Certificate may be transferred at the option of
the Holder thereof upon surrender of such Warrant Certificate at the
corporate trust office of the Warrant Agent, properly endorsed or
accompanied by appropriate instruments of transfer and written
instructions for transfer, all in form satisfactory to the Company and
the Warrant Agent [If Warrants are to be issued in Book-Entry form:
provided, however, that except as otherwise provided herein or in any
Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate
may be transferred only in whole and only to the Depository, to
another nominee of the Depository, to a successor depository, or to a
nominee of a successor depository]. Upon any such registration of
transfer, the Company shall execute, and the Warrant Agent shall
countersign and deliver, as provided in Section 1.02, in the name of
the designated transferee a new Warrant Certificate or Warrant
Certificates of any authorized denomination evidencing in the
aggregate a like number of unexercised Warrants.
(e) [If Warrants are not immediately detachable: After the
Detachment Date,] Upon surrender at the corporate office of the
Warrant Agent, properly endorsed or accompanied by appropriate
instruments of transfer and written instructions for such exchange,
all in form satisfactory to the Company and the Warrant Agent, one or
more Warrant Certificates may be exchanged for one or more Warrant
Certificates in any other authorized denominations; provided that such
new Warrant Certificate(s) evidence the same aggregate number of
Warrants as the Warrant Certificate(s) so surrendered. Upon any such
surrender for exchange, the Company shall execute, and the Warrant
Agent shall countersign and deliver, as provided in Section 1.02, in
the name of the Holder of such Warrant Certificates, the new Warrant
Certificates.
(f) The Warrant Agent shall keep, at its corporate trust office,
books in which, subject to such reasonable regulations as it may
5
prescribe, it shall register Warrant Certificates in accordance with
Section 1.02 and transfers, exchanges, exercises and cancellations of
outstanding Warrant Certificates. Whenever any Warrant Certificates
are surrendered for transfer or exchange in accordance with this
Section 1.03, an authorized officer of the Warrant Agent shall
manually countersign and deliver the Warrant Certificates which the
Holder making the transfer or exchange is entitled to receive.
(g) No service charge shall be made for any transfer or exchange
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 transfer or
exchange.
SECTION 1.04. Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Company and the Warrant Agent of
evidence satisfactory to them of the ownership of and the loss, theft,
destruction or mutilation of any Warrant Certificate and of indemnity
satisfactory to them and, in the case of mutilation, upon surrender of
such Warrant Certificate 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 for a like number of
Warrants. No service charge shall be made for any replacement of
Warrant Certificates, but the Company may require the 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. To
the extent permitted under applicable law, the provisions of this
Section 1.04 are exclusive with respect to the replacement of
mutilated, lost, stolen or destroyed Warrant Certificates and shall
preclude any and all other rights or remedies.
SECTION 1.05. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered to the Warrant Agent for transfer, exchange or
exercise of the Warrants evidenced thereby shall be promptly canceled
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 lieu thereof. The Warrant Agent shall deliver to
the Company from time to time or otherwise dispose of canceled Warrant
Certificates in a manner satisfactory to the Company. Any Warrant
Certificate surrendered to the Company for transfer, exchange or
exercise of the Warrants evidenced thereby shall be promptly delivered
to the Warrant Agent and such transfer, exchange or exercise shall not
be effective until such Warrant Certificate has been received by the
Warrant Agent.
SECTION 1.06. Treatment of Holders [If Warrants are to be issued
in Book-Entry form: and Beneficial Owners] of Warrant Certificates.
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(a) The term"Holder", 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 Warrants are not immediately detachable: or, prior to the
Detachment Date, the person in whose name the Security to which such
Warrant Certificate was initially attached is registered upon the
register relating to such Securities. At all times prior to the
Detachment Date, the Company will, or will cause the registrar of the
Securities to, make available to the Warrant Agent such information as
to holders of the Securities as may be necessary to keep the Warrant
Agent's records current]. [If Warrants are to be issued in - Book-
Entry form: The Holder of each Book-Entry Warrant Certificate shall -
initially be [___________], a nominee of the Depository.] [If
Warrants are to be issued in Book-Entry Form:
(b) The term "Beneficial Owner" as used herein shall mean any
person in whose name ownership of beneficial interests in Warrants
evidenced by a Book-Entry Warrant Certificate is recorded in the
records maintained by the Depository or its nominee, or by a
Participant [If Warrants are not immediately detachable: or, prior to
the Detachment Date, the person in whose name the Security to which
such Warrant Certificate was initially attached is registered upon the
register relating to such Securities].]
( ) Every Holder [If Warrants are to be issued in Book-Entry form:
and every Beneficial Owner] consents and agrees with the Company, the
Warrant Agent and with every subsequent Holder [If Warrants are to be
issued in Book-Entry form: and Beneficial Owner] that until the
Warrant Certificate is transferred on the books of the Warrant Agent,
the Company and the Warrant Agent may treat the registered Holder of
such Warrant Certificate as the absolute owner of the Warrants
evidenced thereby for any purpose and as the person entitled to
exercise the rights attaching to the Warrants evidenced thereby, any
notice to the contrary notwithstanding.
ARTICLE II
EXERCISE PRICE, DURATION AND EXERCISE OF WARRANTS
SECTION 2.01. Exercise Price. The exercise price of each
Warrant shall be $________ (the "Exercise Price") [modify as
appropriate to reflect terms of offered Warrants].
SECTION 2.02. Duration of Warrants. [Subject to the limitations
set forth herein,] Each Warrant may be exercised in whole but not in
part [Unless Warrants may be exercised on only one date: on any
Business Day (as defined below) - occurring during the period (the
"Exercise Period") commencing on [its date of issuance] [_________ __,
____] and ending at 5:00 P.M., New York time,] on __________ __, ____
(the "Expiration Date"). Each Warrant remaining unexercised after
5:00 P.M., New York time, on the Expiration Date shall become void,
and all rights of the Holder under this Agreement shall cease.
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As used herein, the term "Business Day" means any day which is
not a Saturday or Sunday and is not a legal holiday or a day on which
banking institutions generally are authorized or obligated by law or
regulation to close in New York and California.
SECTION 2.03. Exercise of Warrants.
(a) A Holder may exercise a Warrant by delivering, not later
than 5:00 P.M., New York time, on [Unless Warrants may be exercised on
only one date: any Business Day during the Exercise Period (the
"Exercise Date")] [If Warrants may be exercised on only one date: the
Expiration Date] to the Warrant Agent at its corporate trust
department (i) the Warrant Certificate evidencing the Warrants to be
exercised, [If Warrants are to be issued in Book-Entry form: and, in
the case of a Book-Entry Warrant Certificate, the Warrants to be
exercised (the "Book-Entry Warrants") free on the records of the
Depository to an account of the Warrant Agent at the Depository
designated for such purpose in writing by the Warrant Agent to the
Depository from time to time,] (ii) an election to purchase the
Warrant Securities ("Election to Purchase"), [For definitive Warrant
Certificates: properly completed and executed by the Holder on the
reverse of the Warrant Certificate] [If Warrants are to be issued in
Book-Entry form: or, in the case of a Book-Entry Warrant Certificate,
properly executed by the Participant and substantially in the form
included on the reverse of each Warrant Certificate,] and (iii) the
Exercise Price for each Warrant to be exercised in lawful money of the
United States of America by certified or official bank check or by
bank wire transfer in immediately available funds. If any of (a) the
Warrant Certificate [If Warrants are to be issued in Book-Entry form:
or the Book-Entry Warrants,] (b) the Election to Purchase, or (c) the
Exercise Price therefor, is received by the Warrant Agent after 5:00
P.M., New York time, on [Unless Warrants may be exercised on only one
date: the specified Exercise Date, the Warrants will be deemed to be
received and exercised on the Business Day next succeeding the
Exercise Date. If the date specified as the Exercise Date is not a
Business Day, the Warrants will be deemed to be received and exercised
on the next succeeding day which is a Business Day. If the Warrants
are received or deemed to be received after] the Expiration Date, the
exercise thereof will be null and void and any funds delivered to the
Warrant Agent will be returned to the Holder [If Warrants are to be
issued in Book-Entry form: or Participant, as the case may be,] as
soon as practicable. In no event will interest accrue on funds
deposited with the Warrant Agent in respect of an exercise or
attempted exercise of Warrants. The validity of any exercise of
Warrants will be determined by the Warrant Agent in its sole
discretion and such determination will be final and binding upon the
Holder and the Company. Neither the Company nor the Warrant Agent
shall have any obligation to inform a Holder of the invalidity of any
exercise of Warrants. The Warrant Agent shall deposit all funds
received by it in payment of the Exercise Price in the account of the
Company maintained with the Warrant Agent for such purpose and shall
advise the Company by telephone at the end of each day on which funds
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for the exercise of the Warrants are received of the amount so
deposited to its account. The Warrant Agent shall promptly confirm
such telephonic advice to the Company in writing.
(b) The Warrant Agent shall, by 11:00 A.M. on the Business Day
following the [Unless Warrants may be exercised on only one date:
Exercise Date of any Warrant] [If Warrants may be exercised on only
one date: Expiration Date], advise the Company and the [Trustee under
the Indenture applicable to] [the transfer agent and registrar in
respect of] the Warrant Securities issuable upon such exercise as to
the number of Warrants exercised in accordance with the terms and
conditions of this Agreement, the instructions of each Holder [If
Warrants are to be issued in Book-Entry form: or Participant, as the
case maybe,] with respect to delivery of the Warrant Securities
issuable upon such exercise, and the delivery of definitive Warrant
Certificates [If Warrants are to be issued in Book-Entry form: or one
or more Book-Entry Warrant Certificates, --as appropriate,] evidencing
the balance, if any, of the Warrants remaining after such exercise,
and such other information as the Company or such [Trustee] [transfer
agent and registrar] shall reasonably require.
(c) The Company shall, by 5:00 P.M., New York time, on the third
Business Day next succeeding the [Unless Warrants may be exercised on
only one date: Exercise Date of any Warrant] [If Warrants may be
exercised on only one date: Expiration Date], execute, issue and
deliver to the Warrant Agent, [pursuant to the Indenture applicable to
the Warrant Securities, the Warrant Securities, duly authenticated by
the Trustee of such Indenture and in authorized denominations] [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 Warrants are to be issued in Book-Entry form: or
the Participant, as the case may be]. Upon receipt of such Warrant
Securities, the Warrant Agent shall, by 5:00 P.M., New York time, on
the fifth Business Day next succeeding [Unless Warrants may be
exercised on only one date: such Exercise Date] [If Warrants may be
exercised on only one date: the Expiration Date], transmit such
Warrant Securities, to or upon the order of the Holder [If Warrants
are to be issued in Book-Entry form: or Participant, as the case may
be,] together with, or preceded by the prospectus referred to in
Section 5.06 hereof. The Company agrees that it will provide such
information and documents to the Warrant Agent as may be necessary for
the Warrant Agent to fulfill its obligations hereunder.
(d) The accrual of [interest] [dividends], if any, on the
Warrant Securities issued upon the valid exercise of any Warrant will
be governed by the terms of the applicable [Indenture] [certificate of
designations] and such Warrant Securities. From and after the
issuance of such Warrant Securities, the former Holder of the Warrants
exercised will be entitled to the benefits of the [Indenture]
[certificate of designations] under which such Warrant Securities are
issued and such former Holder's right to receive payments of
[principal of (and premium, if any) and interest, if any, on]
9
[dividends and any other amounts payable in respect of] the Warrant
Securities shall be governed by, and shall be subject to, the terms
and provisions of such [Indenture] [certificate of designations] and
the Warrant Securities.
(e) Warrants may be exercised only in whole numbers of Warrants.
[Unless Warrants may be exercised on only one date: If fewer than all
of the Warrants evidenced by a Warrant Certificate are exercised, a
new Warrant Certificate for the number of Warrants remaining
unexercised shall be executed by the Company and countersigned by the
Warrant Agent as provided in Section 1.02 hereof, and delivered to the
Holder at the address specified on the books of the Warrant Agent or
as otherwise specified by such Holder.]
(f) 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 Securities 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.
[If Warrants for Common Stock are offered:
SECTION 2.04. Adjustment Under Certain Circumstances. The
Exercise Price and the number of Warrant Securities purchasable upon
the exercise of each Warrant shall be subject to adjustment [as shall
be determined by the Warrant Agent, which determination shall be final
and binding upon the Holders and the Company.] [as follows:]]
ARTICLE III
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
[If Warrants are to be issued in Book-Entry Form:
AND BENEFICIAL OWNERS] OF WARRANTS
SECTION 3.01. No Rights as Holders of Warrant Securities
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 any Warrant Securities, including,
without limitation, [the right to receive the payments of principal of
(and premium, if any) and interest, if any, on Debt Securities
purchasable upon such exercise or to enforce any of the covenants in
the Indenture] [the right to receive dividends, if any, or payments
upon the liquidation, dissolution or winding up of the Company or to
exercise voting rights, if any].
SECTION 3.02. Holder [If Warrants are to be issued in Book-Entry
form: and Beneficial Owner] of Warrant May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any Holder
[If Warrants are to be issued in Book-Entry form: and any Beneficial
Owner] of any Warrant, without the consent of the Warrant Agent or the
10
Holder of any Warrant, may, on such Holder's [If Warrants are to be
issued in Book-Entry form: or Beneficial Owner's] own behalf and for
his own benefit, enforce, and may institute and maintain any suit,
action or proceeding against the Company to enforce, or otherwise in
respect of, such Holder's [If Warrants are to be issued in Book-Entry
form: or Beneficial Owner's] right to exercise the Warrants evidenced
by any Warrant Certificate in the manner provided in this Agreement
and such Warrant Certificate.
ARTICLE IV
CONCERNING THE WARRANT AGENT
SECTION 4.01. Warrant Agent. The Company hereby appoints [Name
of Warrant Agent] as Warrant Agent of the Company in respect of the
Warrants upon the terms and subject to the conditions herein set
forth, and [Name of Warrant Agent] hereby accepts such appointment.
The Warrant Agent shall have the powers and authority granted to and
conferred upon it 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.
SECTION 4.02. Limitations on 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 shall be subject:
(a) Compensation and Indemnification. The Company agrees to pay
the Warrant Agent compensation to be agreed upon with the Company for
all services rendered by the Warrant Agent and to reimburse the
Warrant Agent for all reasonable out-of-pocket expenses (including
reasonable counsel fees) incurred by the Warrant Agent in connection
with the services rendered by it hereunder. The Company also agrees
to indemnify the Warrant Agent for, and to hold it harmless against,
any loss, liability or expense incurred without negligence, bad faith
or breach of this Agreement on the part of the Warrant Agent, arising
out of or in connection with its acting as Warrant Agent hereunder.
(b) Agent for the Company. In acting in the capacity of Warrant
Agent under this Agreement, the Warrant Agent is acting solely as
agent of the Company and does not assume any obligation or
relationship of agency or trust with any of the owners or holders of
the Warrants except as expressly set forth herein.
(c) Counsel. The Warrant Agent may consult with counsel
satisfactory to it (which may be counsel to the Company), 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.
11
(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 notice, direction, consent,
certificate, affidavit, statement or other paper or document
reasonably believed by it to be genuine and to have been presented or
signed by the proper parties.
(e) Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any
interest in, any Warrant, with the same rights that it or they would
have were it 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 a depositary, trustee or agent for, any committee or body of
holders of Warrants [If Securities and Warrants are to be offered
together: Securities] or Warrant Securities, or other securities or
obligations of the Company as freely as if it were not the Warrant
Agent hereunder. Nothing in this Agreement shall be deemed to prevent
the Warrant Agent from acting as trustee under either Indenture.
(f) No Liability for Interest. The Warrant Agent shall not be
under any liability for interest on any monies at any time received by
it pursuant to any of the provisions of this Agreement.
(g) No Liability for Invalidity. The Warrant Agent shall not be
under any responsibility with respect to the validity or sufficiency
of this Agreement or the execution and delivery hereof (except the due
execution and delivery hereof by the Warrant Agent) or with respect to
the validity or execution of the Warrant Certificates (except its
countersignature thereon).
(h) No Responsibility for Recitals. The recitals contained
herein and in the Warrant Certificates (except as to the Warrant
Agent's countersignature thereon) shall be taken as the statements of
the Company and the Warrant Agent assumes no responsibility hereby for
the correctness of the same.
(i) No Implied Obligations. The Warrant Agent shall be
obligated to perform such duties as are specifically set forth herein
and no implied duties or obligations shall be read into this Agreement
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 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 Warrant Certificate 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 issue and
sale, or exercise, of the Warrants. 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 any
Warrant Certificate or in the case of the receipt of any written
12
demand from a Holder 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 5.03 hereof, to make any demand upon
the Company.
SECTION 4.03. Compliance With Applicable Laws. The Warrant Agent
agrees to comply with all applicable federal and state laws imposing
obligations on it in respect of the services rendered by it under this
Agreement and in connection with the Warrants, including (but not
limited to) the provisions of United States federal income tax laws
regarding information reporting and backup withholding. The Warrant
Agent expressly assumes all liability for its failure to comply with
any such laws imposing obligations on it, including (but not limited
to) any liability for its failure to comply with any applicable
provisions of United States federal income tax laws regarding
information reporting and backup withholding.
SECTION 4.04. Resignation and Appointment of Successor.
(a) The Company agrees, for the benefit of the Holders from time
to time, that there shall at all times be a Warrant Agent hereunder
until all the Warrants issued hereunder have been exercised or have
expired in accordance with their terms, which Warrant Agent shall be a
bank or trust company organized under the laws of the United States of
America or one of the states thereof, which is authorized under the
laws of the jurisdiction of its organization to exercise corporate
trust powers, has a combined capital and surplus of at least
$50,000,000 and has an office or an agent's office in the United
States of America.
(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 it desires such resignation to become
effective; provided that such date shall not be less than three months
after the date on which such notice is given, unless the Company
agrees to accept such notice less than three months prior to such date
of effectiveness. The Company may remove the Warrant Agent at any
time by giving written notice to the Warrant Agent of such removal,
specifying the date on which it desires such removal to 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 qualified as set
forth in Section 4.04(a)) and the acceptance of such appointment by
such successor Warrant Agent. The obligation of the Company under
Section 4.02(a) shall continue to the extent set forth therein
notwithstanding the resignation or removal of the Warrant Agent.
(c) If at any time the Warrant Agent shall resign, or shall
cease to be qualified as set forth in Section 4.04(a), 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
13
any applicable Federal or State bankruptcy or insolvency law or
similar law, or make an assignment for the benefit of its creditors or
consent to the appointment of a receiver, conservator or custodian of
all or any substantial part of its property, or shall admit in writing
its inability to pay or to 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 any 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 set forth in
Section 4.04(a), shall be appointed by the Company by an instrument in
writing, filed with the successor Warrant Agent. Upon the appointment
as herein provided of a successor Warrant Agent and acceptance by the
latter of such appointment, the Warrant Agent so superseded shall
cease to be Warrant Agent under this Agreement.
(d) Any successor Warrant Agent appointed under this Agreement
shall execute, acknowledge and deliver to its predecessor and to the
Company an instrument accepting such appointment, 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 under this Agreement,
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 under this Agreement.
(e) Any corporation into which the Warrant Agent 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, in each case provided that it shall be qualified as set
forth in Section 4.04(a), 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 to this Agreement,
including, without limitation, any successor to the Warrant Agent
first named above.
14
ARTICLE V
MISCELLANEOUS
SECTION 5.01. Amendments.
(a) This Agreement and any Warrant Certificate may be amended by
the parties hereto by executing a supplemental warrant agreement (a
"Supplemental Agreement"), without the consent of the Holder of any
Warrant, for the purpose of (i) curing any ambiguity, or curing,
correcting or supplementing any defective provision contained herein,
or making any other provisions with respect to matters or questions
arising under this Agreement that is not inconsistent with the
provisions of this Agreement or the Warrant Certificates, (ii)
evidencing the succession of another corporation to the Company and
the assumption by any such successor of the covenants of the Company
contained in this Warrant Agreement and the Warrants, (iii) evidencing
and providing for the acceptance of appointment by a successor Warrant
Agent with respect to the Warrants, [If Warrants are to be issued in
Book-Entry form: (iv) evidencing and providing for the acceptance of
appointment by a successor Depository with respect to each Book-Entry
Warrant Certificate, (v) issuing definitive Warrant Certificates in
accordance with paragraph (b) of Section 1.03,] (vi) adding to the
covenants of the Company for the benefit of the Holders or
surrendering any right or power conferred upon the Company under this
Agreement, (vii) appointing a successor Warrant Agent, or (viii)
amending this Agreement and the Warrants in any manner that the
Company may deem to be necessary or desirable and that will not
adversely affect the interests of the Holders in any material respect.
(b) The Company and the Warrant Agent may amend this Agreement
and the Warrants by executing a Supplemental Agreement with the
consent of the Holders of not fewer than a majority of the unexercised
Warrants affected by such amendment, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights
of the Holders under this Agreement; provided, however, that, without
the consent of each Holder of Warrants affected thereby, no such
amendment may be made that (i) changes the Warrants so as to reduce
the [principal amount] [number] of Warrant Securities purchasable upon
exercise of the Warrants or so as to increase the exercise price [If
Warrants for Common Stock are offered: (other than as provided by
Section 2.03)], (ii) shortens the period of time during which the
Warrants may be exercised, (iii) otherwise adversely affects the
exercise rights of the Holders in any material respect, or (iv)
reduces the number of unexercised Warrants the consent of the Holders
of which is required for amendment of this Agreement or the Warrants.
SECTION 5.02. Merger, Consolidation, Sale, Transfer or
Conveyance. The Company may consolidate or merge with or into any
other corporation or sell, lease, transfer or convey all or
substantially all of its assets to any other corporation, provided
15
that (i) either (x) the Company is the continuing corporation or (y)
the corporation (if other than the Company) that is formed by or
results from any such consolidation or merger or that receives such
assets is a corporation organized and existing under the laws of the
United States of America or a state thereof and such corporation
assumes the obligations of the Company with respect to the performance
and observance of all of the covenants and conditions of this
Agreement to be performed or observed by the Company and (ii) the
Company or such successor corporation, as the case may be, must not
immediately be in default under this Agreement. If at any time there
shall be any consolidation or merger or any sale, lease, transfer,
conveyance or other disposition of all or substantially all of the
assets of the Company, then in any such event the successor or
assuming corporation shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein and in
the Warrant Certificates as the Company; the Company shall thereupon
be relieved of any further obligation hereunder or under the Warrants,
and, in the event of any such sale, lease, transfer, conveyance (other
than by way of lease) or other disposition, the Company as the
predecessor corporation may thereupon or at any time thereafter be
dissolved, wound up or liquidated. Such successor or assuming
corporation thereupon may cause to be signed, and may issue either in
its own name or in the name of the Company, Warrant Certificates
evidencing the Warrants not theretofore exercised, in exchange and
substitution for the Warrant Certificates theretofore issued. Such
Warrant Certificates shall in all respects have the same legal rank
and benefit under this Agreement as the Warrant Certificates
evidencing the Warrants theretofore issued in accordance with the
terms of this Agreement as though such new Warrant Certificates had
been issued at the date of the execution hereof. In any case of any
such merger or consolidation or sale, lease, transfer, conveyance or
other disposition of all or substantially all of the assets of the
Company, such changes in phraseology and form (but not in substance)
may be made in the new Warrant Certificates, as may be appropriate.
SECTION 5.03. 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 [If Warrants are to be issued
in Book-Entry form: or a Participant, as the case may be], the Warrant
Agent shall promptly forward such notice or demand to the Company.
SECTION 5.04. Addresses. Any communications from the Company to
the Warrant Agent with respect to this Agreement shall be addressed to
____________________ Attention: ________________________, and any
communications from the Warrant Agent to the Company with respect to
this Agreement shall be addressed to AAR CORP., 0000 X. Xxxx Xxxx
Xxxx, Xxxx Xxxx, Xxxxxxxx 00000 Attention: _____________ (or such
other address as shall be specified in writing by the Warrant Agent or
by the Company, as the case may be). The Company or the Warrant Agent
shall give notice to the Holders of Warrants by mailing written notice
by first class mail, postage prepaid, to such Holders as their names
16
and addresses appear in the books and records of the Warrant Agent
[or, prior to the Detachment Date, on the register of the Securities].
SECTION 5.05. Governing Law. THIS AGREEMENT AND EACH WARRANT
CERTIFICATE AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS
HEREOF AND THEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF ILLINOIS (WITHOUT REFERENCE TO
APPLICABLE CONFLICTS OF LAW PROVISIONS).
SECTION 5.06. Delivery of Prospectus. The Company shall furnish
to the Warrant Agent sufficient copies of a prospectus relating to the
Warrant Securities deliverable upon exercise of Warrants and complying
in all material respects with the Securities Act of 1933, as amended
(the "Prospectus"), and the Warrant Agent agrees that upon the
exercise of any Warrant, the Warrant Agent shall deliver a Prospectus
to the Holder of such Warrant, prior to or concurrently with the
delivery of the Warrant Securities issued upon such exercise.
SECTION 5.07. Obtaining of Governmental Approvals. The Company
shall 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, which the Company may deem
necessary or appropriate in connection with the issuance, sale,
transfer and delivery of the Warrants, the exercise of the Warrants,
the issuance, sale, transfer and delivery of the Warrant Securities to
be issued upon exercise of Warrants or upon the expiration of the
period during which the Warrants are exercisable.
SECTION 5.08. Payment of Taxes. The Company will pay all stamp
and other duties, if any, to which, under the laws of the United
States of America, this Agreement or the original issuance of the
Warrants may be subject.
SECTION 5.09. Benefits of Warrant Agreement. Nothing in this
Agreement or any Warrant Certificate expressed or implied and nothing
that may be inferred from any of the provisions hereof or thereof is
intended, or shall be construed, to confer upon, or give to, any
person or corporation other than the Company, the Warrant Agent and
their respective successors and assigns, [If Warrants are to be issued
in Book-Entry form: the Beneficial Owners] and the Holders any --
right, remedy or claim under or by reason of this Agreement or any
Warrant Certificate or of any covenant, condition, stipulation,
promise or agreement hereof or thereof; and all covenants, conditions,
stipulations, promises and agreements contained in this Agreement or
any Warrant Certificate shall be for the sole and exclusive benefit of
the Company and the Warrant Agent and their respective successors and
assigns and of the [If Warrants are to be issued in Book-Entry form:
Beneficial Owners and] Holders.
SECTION 5.10. Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience
17
only and shall not control or affect the meaning or construction of
any of the provisions hereof.
SECTION 5.11. Severability. If any provision in this Agreement
or in any Warrant Certificate shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions, or of such provisions in
any other jurisdiction, shall not in any way be affected or impaired
thereby.
SECTION 5.12. Counterparts. This Agreement may be executed in
any number of counterparts, each of which so executed shall be deemed
to be an original; but such counterparts shall together constitute but
one and the same instrument.
SECTION 5.13. 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 and at the office of the Company at
0000 X. Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxx 00000, for inspection by
any Holder. The Warrant Agent may require any such Holder to submit
satisfactory proof of ownership for inspection by it.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the day and year first above written.
AAR CORP.
By: _________________________
Authorized Officer
[WARRANT AGENT]
By: _________________________
Authorized Officer
18
EXHIBIT A
[FORM OF WARRANT CERTIFICATE]
[Form of legend if Securities with Warrants that are not immediately
detachable - or Warrants that are not immediately exercisable are
offered: [PRIOR TO _______________,] THIS WARRANT CERTIFICATE [(i)
CANNOT BE TRANSFERRED OR EXCHANGED UNLESS ATTACHED TO A [TITLE OF
SECURITY] AND (II)] CANNOT BE EXERCISED IN WHOLE OR IN PART.]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED
HEREIN.
Warrant Certificate evidencing Warrants to Purchase [Title of Warrant
Securities] as described herein.
AAR CORP.
No. ___________ CUSIP No. _____________
VOID AFTER [5:00 P.M.], NEW YORK TIME, ON _______ __, ___
This certifies that ________________________ or registered assigns is
the registered holder of [insert number initially issued] warrants to
purchase certain securities (the "Warrants"). Each Warrant entitles
the holder thereof, subject to the provisions contained herein and in
the Warrant Agreement referred to below, to purchase from AAR CORP., a
Delaware corporation (the "Company"), [$_________ principal amount]
[______] of the Company's [title of Securities purchasable upon
exercise of Warrants] [If Warrants for Depositary Shares are to be
offered: each representing a 1/__th interest in a share of [title of
securities represented by the Depositary Shares]] (the "Warrant
Securities" [If Warrants for Depositary Shares are to be offered:
which term shall also refer, as appropriate, to such [title of
securities represented by the Depositary Shares]), [issued or to be
issued under the Indenture (as hereinafter defined)], at the Exercise
Price set forth below. The exercise price of each Warrant (the
"Exercise Price") shall be [modify as appropriate to reflect the terms
of the offered Warrants].
Subject to the terms of the Warrant Agreement, each Warrant evidenced
hereby may be exercised in whole but not in part at any time, as
specified herein, [Unless Warrants may be exercised on only one date:
on any Business Day (as defined below) occurring during the period
(the "Exercise Period") commencing on [the date of issuance thereof]
[________________ __, ____] and ending at 5:00 P.M., New York time,]
on ____________ __, ____ (the "Expiration Date"). Each Warrant
remaining unexercised after 5:00 P.M., New York time, on the
Expiration Date shall become void, and all rights of the holder of
this Warrant Certificate evidencing such Warrant shall cease.
A-1
The holder of the Warrants represented by this Warrant Certificate may
exercise any Warrant evidenced hereby by delivering, not later than
5:00 P.M., New York time, on [Unless Warrants may be exercised on only
one date: any Business Day during the Exercise Period (the "Exercise
Date")] [If Warrants may be exercised on only one date: the Expiration
Date] to [name of Warrant Agent] (the "Warrant Agent", which term
includes any successor warrant agent under the Warrant Agreement
described below) at its corporate trust department at
___________________, (i) this Warrant Certificate [For Book-Entry
Warrant -- Certificate: and the Warrants to be exercised (the "Book-
Entry Warrants") free on the records of [The Depository Trust Company]
(the "Depository") to an account of the Warrant Agent at the
Depository designated for such purpose in writing by the Warrant Agent
to the Depository], (ii) an election to purchase ("Election to
Purchase"), [For definitive Warrant Certificates: properly executed by
the holder hereof on the reverse of this Warrant Certificate] [For
Book-Entry Warrant Certificates: properly executed by the institution
in whose account the Warrant is recorded on the records of the
Depository (the "Participant"), and substantially in the form included
on the reverse of hereof] and (iii) the Exercise Price for each
Warrant to be exercised in lawful money of the United States of
America by certified or official bank check or by bank wire transfer
in immediately available funds. If any of (a) this Warrant
Certificate [For Book-Entry Warrant Certificates: or the Book-Entry
Warrants], (b) the Election to Purchase, or (c) the Exercise Price
therefor, is received by the Warrant Agent after 5:00 P.M., New York
time, on [Unless Warrants may be exercised on only one date: the
specified Exercise Date, the Warrants will be to be received and
exercised on the Business Day next succeeding the Exercise Date. If
the date specified as the Exercise Date is not a Business Day, the
Warrants will be deemed to be received and exercised on the next
succeeding day which is a Business Day. If the Warrants to be
exercised are received or deemed to be received after] the Expiration
Date, the exercise thereof will be null and void and any funds
delivered to the Warrant Agent will be returned to the holder as soon
as practicable. In no event will interest accrue on funds deposited
with the Warrant Agent in respect of an exercise or attempted exercise
of Warrants. The validity of any exercise of Warrants will be
determined by the Warrant Agent in its sole discretion and such
determination will be final and binding upon the holder of the
Warrants and the Company. Neither the Warrant Agent nor the Company
shall have any obligation to inform a holder of Warrants of the
invalidity of any exercise of Warrants. As used herein, the term
"Business Day" means any day which is not a Saturday or Sunday and is
not a legal holiday or a day on which banking institutions generally
are authorized or obligated by law or regulation to close in New York
or California.
Warrants may be exercised only in whole numbers of Warrants. [Unless
Warrants may be exercised on only one date: If fewer than all of the
Warrants evidenced by this Warrant Certificate are exercised, a new
Warrant Certificate for the number of Warrants remaining unexercised
A-2
shall be executed by the Company and countersigned by the Warrant
Agent as provided in Section 1.02 of the Warrant Agreement, and
delivered to the holder of this Warrant Certificate at the address
specified on the books of the Warrant Agent or as otherwise specified
by such registered holder.]
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement, dated as of ___________ __, ____ (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
[For Book-Entry Warrant Certificate: and the beneficial owners of the
Warrants represented by this Warrant Certificate] consent[s] by
acceptance hereof. Copies of the Warrant Agreement are on file and
can be inspected at the above-mentioned office of the Warrant Agent
and at the office of the Company at 0000 X. Xxxx Xxxx Xxxx, Xxxx Xxxx,
Xxxxxxxx 00000.
[If the Warrant Securities are Debt Securities: 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 the Indenture, dated as of _________ __, ____ (the "Indenture"),
between the Company and [name of trustee], as trustee (together with
any successor or successors as such trustee, the "Trustee"), and will
be subject to the terms and provisions contained in the Warrant
Securities and in the Indenture.] The accrual of [interest]
[dividends], if any, on the Warrant Securities issued upon the valid
exercise of any Warrant will be governed by the terms of the
applicable [Indenture] [certificate of designations] and such Warrant
Securities. From and after the issuance of such Warrant Securities,
the former holder of the Warrants exercised will be entitled to the
benefits of the [Indenture] [certificate of designations] under which
such Warrant Securities are issued and such former holder's right to
receive payments of [principal of (and premium, if any) and interest,
if any, on] [dividends and any other amounts payable in respect of]
the Warrant Securities shall be governed by, and shall be subject to,
the terms and provisions of such [Indenture] [certificate of
designations] and the Warrant Securities. Copies of the [Indenture,
including the form of the Warrant Securities,] [certificate of
designations] are on file at the corporate trust office of the
Trustee.]
[If Warrants for Common Stock are offered: The Exercise Price and the
number of Warrant Securities purchasable upon the exercise of each
Warrant shall be subject to adjustment [as shall be determined by the
Warrant Agent, which determination shall be final and binding upon the
holders of the Warrants and the Company][as provided pursuant to
Section 2.04 of the Warrant Agreement].
[If Securities and Warrants are to be offered together: [If Warrants
are not immediately detachable: Prior to the Detachment Date,] The
Warrants - represented by this Warrant Certificate may be exchanged or
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transferred only together with the [title of Security] (the
"Security") to which the Warrants are attached, and only for the
purpose of effecting, or in conjunction with, an exchange or transfer
of such Security. Additionally, [If Warrants are not immediately
detachable: on or prior to the Detachment Date,] each transfer of such
Security on the register of the Securities shall operate also to
transfer the Warrants to which such Securities was initially attached.
[If Warrants are not immediately detachable: From and after the
Detachment Date, the above --provisions shall be of no further force
and effect.]] Upon due presentment for registration of transfer or
exchange of this Warrant Certificate at the corporate trust office of
the Warrant Agent, the Company shall execute, and the Warrant Agent
shall countersign and deliver, as provided in Section 1.02 of the
Warrant Agreement, in the name of the designated transferee one or
more new Warrant Certificates of any authorized denomination
evidencing in the aggregate a like number of unexercised Warrants,
subject to the limitations provided in the Warrant Agreement.
Neither this Warrant Certificate nor the Warrants evidenced hereby
shall entitle the holder hereof or thereof to any of the rights of a
holder of the Warrant Securities, including, without limitation, [the
right to receive the payments of principal of (and premium, if any),
and interest, if any, on Debt Securities purchasable upon such
exercise or to enforce any of the covenants in the applicable
Indenture] [the right to receive dividends, if any, or payments upon
the liquidation, dissolution or winding up of the Company or to
exercise voting rights, if any].
The Warrant Agreement and this Warrant Certificate may be amended as
provided in the Warrant Agreement including, under certain
circumstances described therein, without the consent of the holder of
this Warrant Certificate or the Warrants evidenced thereby.
THIS WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE
WARRANT AGREEMENT AND PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
ILLINOIS (WITHOUT REFERENCE TO APPLICABLE CONFLICTS OF LAW
PROVISIONS).
This Warrant Certificate shall not be entitled to any benefit under
the Warrant Agreement or be valid or obligatory for any purpose, and
no Warrant evidenced hereby may be exercised, unless this Warrant
Certificate has been countersigned by the manual signature of the
Warrant Agent.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated as of ________ __, ____
AAR CORP.
By: ________________________
Authorized Officer
[NAME OF WARRANT AGENT],
as Warrant Agent
By: ________________________
Authorized Officer
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[REVERSE]
Instructions for Exercise of Warrant
To exercise the Warrants evidenced hereby, the holder [For Book-Entry
Warrant Certificate: or Participant] must, by 5:00 P.M., New York
time, on the specified Exercise Date, deliver to the Warrant Agent at
its corporate trust department, a certified or official bank check or
a wire transfer in immediately available funds, in each case payable
to the Warrant Agent at Account No. ____, in an amount equal to the
Exercise Price in full for the Warrants exercised. In addition, the
Warrant holder [For Book-Entry Warrant Certificates: or Participant]
must provide the information required below and deliver this Warrant
Certificate to the Warrant Agent at the address set forth below [For
Book-Entry Warrant Certificates: and the Book-Entry Warrants to the
Warrant --Agent in its account with the Depository designated for such
purpose]. This Warrant Certificate and the Election to Purchase must
be received by the Warrant Agent by 5:00 P.M., New York time, on the
specified Exercise Date.
ELECTION TO PURCHASE TO BE EXECUTED IF WARRANT HOLDER DESIRES TO
EXERCISE THE WARRANTS EVIDENCED HEREBY.
The undersigned hereby irrevocably elects to exercise, on __________,
____ (the "Exercise Date"), _____________ Warrants, evidenced by this
Warrant Certificate, to purchase, [$_____________ principal amount]
[_________________] of the [title of Securities purchasable upon
exercise of Warrants] [If Warrants for Depositary Shares are to be
offered: , each representing a 1/__th interest in a share of [title of
securities represented by the Depositary Shares]] (the "Warrant
Securities") of AAR CORP., a Delaware corporation (the "Company"), and
represents that on or before the Exercise Date such holder has
tendered payment for such Warrant Securities by certified or official
bank check or bank wire transfer in immediately available funds to the
order of the Company c/o [Name and address of Warrant Agent], in the
amount of $_____________ in accordance with the terms hereof. The
undersigned requests that said [principal amount of] [number of]
Warrant Securities be in fully registered form, in the authorized
denominations, registered in such names and delivered, all as
specified in accordance with the instructions set forth below.
[Unless Warrants may be exercised on only one date: If said [principal
amount] [number] of Warrant Securities is less than all of the Warrant
Securities purchasable hereunder, the undersigned requests that a new
Warrant Certificate evidencing the remaining balance of the Warrants
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evidenced hereby be issued and delivered to the holder of the Warrant
Certificate unless otherwise specified in the instructions below.]
Dated: ______________ __, ____
Name __________________________ _________________________
(Please Print)
/ / / /- / / /- / / / / /
(Insert Social Security or Other Identifying Number of Holder)
Address _______________________
_______________________
Signature _____________________
This Warrant may only be exercised by presentation to the Warrant
Agent at one of the following locations:
By hand at
By mail at
The method of delivery of this Warrant Certificate is at the option
and risk of - the exercising holder and the delivery of this Warrant
Certificate will be - deemed to be made only when actually received by
the Warrant Agent. If delivery is by mail, registered mail with
return receipt requested, properly insured, is - recommended. In all
cases, sufficient time should be allowed to assure timely delivery.
(Instructions as to form and delivery of Warrant Securities and/or
Warrant Certificates)
Name in which Warrant Securities are to be registered if other than
in the name of the registered holder of this Warrant Certificate:
______________________________
Address to which Warrant Securities are to be mailed if other than to
the address of the registered holder of this Warrant Certificate as
shown on the books of the Warrant Agent:
______________________________
(Street Address)
______________________________
(City and State) (Zip Code)
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[Except for Book-Entry Warrant Certificate: Name in which Warrant
Certificate evidencing unexercised Warrants, if any, are to be
registered if other than in the name of the registered holder of this
Warrant Certificate:
_____________________________
Address to which certificate representing unexercised Warrants, if
any, are to be mailed if other than to the address of the registered
holder of this Warrant Certificate as shown on the books of
the Warrant Agent:
______________________________
(Street Address)
______________________________
(City and State) (Zip Code)]
Dated:
______________________________
Signature
([Except for Book-Entry Warrant Certificate: Signature must conform in
all respects to the name of the holder as specified on the face of
this Warrant Certificate.] If Warrant Securities, or a Warrant
Certificate evidencing unexercised Warrants, are to be issued in a
name other than that of the registered holder hereof or are to be
delivered to an address other than the address of such holder as shown
on the books of the Warrant Agent, the above signature must be
guaranteed by a member firm of a registered national stock exchange, a
member of the National Association of Securities Dealers, Inc., a
participant in the Security Transfer Agents Medallion Program or the
Stock Exchange Medallion Program, or by a commercial bank or trust
company having an office or correspondent in the United States.)
SIGNATURE GUARANTEE
Name of Firm _____________________
Address __________________________
Area Code
and Number _______________________
Authorized
Signature ________________________
Name _____________________________
Title ____________________________
Dated: _____________________, 19__
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ASSIGNMENT
(FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER DESIRES TO
TRANSFER WARRANTS EVIDENCED HEREBY) FOR VALUE RECEIVED, _________
hereby sell(s), assign(s) and transfer(s) unto
__________________________________________________________________
(Please print name and address (Please insert social security or
including zip code of assignee) other identifying number of assignee)
the rights 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 conform in all respects to the name of the holder as
specified on the face of this Warrant Certificate and must bear a
signature guarantee by a member firm of a registered national
securities exchange, a member of the National Association of
Securities Dealers, Inc., a participant in the Security Transfer
Agents Medallion Program or the Stock Exchange Medallion Program, or
by a commercial bank or trust company having an office or
correspondent in the United States)
SIGNATURE GUARANTEE
Name of Firm _____________
Address___________________
Area Code
and Number________________
Authorized
Signature_________________
Name______________________
Title_____________________
Dated:______________, 19__
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