EXHIBIT 4.26
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UNITED HEALTHCARE CORPORATION
AND
________________, AS WARRANT AGENT
DEBT SECURITIES
WARRANT AGREEMENT
DATED AS OF _______________
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TABLE OF CONTENTS
ARTICLE I. ISSUANCE, EXECUTION AND AUTHENTICATION OF
WARRANT CERTIFICATES
SECTION 1.02. Form of Warrant Certificates................................2
SECTION 1.03. Execution and Authentication of Warrant Certificates........2
SECTION 1.04. Temporary Warrant Certificates..............................3
SECTION 1.05. Payment of Taxes............................................3
SECTION 1.06. Definition of Holder........................................3
ARTICLE II. WARRANT PRICE, DURATION AND
EXERCISE OF WARRANTS
SECTION 2.01. Warrant Price...............................................4
SECTION 2.02. Duration of Warrants........................................4
SECTION 2.03. Exercise of Warrants........................................4
ARTICLE III. [REGISTRATION;] EXCHANGE, TRANSFER AND
SUBSTITUTION OF WARRANT CERTIFICATES
SECTION 3.01. [Registration;] Exchange and Transfer of
Warrant Certificates........................................5
SECTION 3.02. Mutilated, Destroyed, Lost or Stolen Warrant Certificates...6
SECTION 3.03. Persons Deemed Owners.......................................7
SECTION 3.04. Cancellation of Warrant Certificates........................7
ARTICLE IV. OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OR
WARRANT CERTIFICATES
SECTION 4.01. No Rights as Holders of Warrant Debt Securities Conferred
by Warrants or Warrant Certificates..................7
SECTION 4.02. Holder of Warrant Certificate May Enforce Rights............7
ARTICLE V. CONCERNING THE WARRANT AGENT
SECTION 5.01. Warrant Agent...............................................8
SECTION 5.02. Conditions of Warrant Agent's Obligations...................8
SECTION 5.03. Resignation, Removal and Appointment of Successors.........10
ARTICLE VI. MISCELLANEOUS
SECTION 6.01. Rights and Duties of Successor Corporation.................11
SECTION 6.02. Amendment..................................................11
SECTION 6.03. Notices and Demands to the Corporation and Warrant Agent...11
SECTION 6.04. Addresses..................................................12
SECTION 6.05. Governing Law..............................................12
SECTION 6.06. Delivery of Prospectus.....................................12
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SECTION 6.07. Obtaining of Governmental Approvals........................12
SECTION 6.08. Persons Having Rights Under Warrant Agreement..............12
SECTION 6.09. Headings...................................................12
SECTION 6.10. Counterparts...............................................12
SECTION 6.11. Inspection of Agreement....................................12
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UNITED HEALTHCARE CORPORATION
FORM OF DEBT SECURITIES WARRANT AGREEMENT
DEBT SECURITIES WARRANT AGREEMENT, dated as of __________ between
United HealthCare Corporation, a corporation duly organized and existing under
the laws of the State of Delaware (the "Company") and __________, a
[corporation] [national banking association] organized and existing under the
laws of __________, as Warrant Agent (herein called the "Warrant Agent").
WHEREAS, the Company has entered into an indenture dated as of
[__________ (the "Senior Indenture"), with __________, as trustee (such trustee,
and any successors to such trustee, herein called the "Senior Trustee"),
providing for the issuance from time to time of its unsecured and unsubordinated
debt securities, to be issued in one or more series as provided in the Senior
Indenture (the "Debt Securities");] [__________ (the "Subordinated Indenture"),
with __________, as trustee (such trustee, and any successors to such trustee,
herein called the "Subordinated Trustee"), providing for the issuance from time
to time of its subordinated debt securities, to be issued in one or more series
as provided in the Subordinated Indenture (the "Debt Securities");]
WHEREAS, the Company proposes to sell [If Other Debt Securities and
Warrants --title of Debt Securities being offered (the "Other Debt Securities")
with] warrant certificates (such warrant certificates and other warrant
certificates issued pursuant to this Agreement herein called the "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 Debt Securities"); 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, 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 premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I.
ISSUANCE, EXECUTION AND AUTHENTICATION OF
WARRANT CERTIFICATES
SECTION 1.01. Issuance of Warrant Certificates. [If Warrants
alone--Upon issuance, each Warrant Certificate shall evidence one or more
Warrants.] [If Other Debt Securities and Warrants--Warrant Certificates shall be
[initially] issued in units with the Other Debt Securities and shall [not] be
separately transferable [before __________ (the "Detachable Date"). The Warrant
Certificate or Certificates included in each such unit shall evidence an
aggregate of __________ Warrants for each $__________ principal amount of Other
Debt Securities included in such unit.] Each Warrant evidenced thereby shall
represent the right, subject to the provisions contained herein and therein, to
purchase Warrant Debt Securities in the aggregate principal amount of
$__________.
SECTION 1.02. Form of Warrant Certificates. The Warrant Certificates
(including the Form(s) of Exercise [and Assignment] to be set forth on the
reverse thereof) shall be in substantially the from set forth in Exhibit A
hereto, shall be printed, lithographed or engraved on steel engraved borders (or
in any other manner determined by the officers executing such Warrant
Certificates, as evidenced by their execution of such Warrant Certificates) and
may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon 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 securities exchange on which the Warrant Certificates may be listed or as
may, consistently herewith, be determined by the officers executing such Warrant
Certificates, as evidenced by their execution of the Warrant Certificates.
SECTION 1.03. Execution and Authentication of Warrant Certificates. The
Warrant Certificates shall be executed on behalf of the Company by its Chairman
of the Board, it President or one of its Vice Presidents under its corporate
seal reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Warrant Certificates
may be manual or facsimile.
Warrant Certificates evidencing the right to purchase an aggregate
principal amount not exceeding $__________ of Warrant Debt Securities (except as
provided in Section 1.04, 2.03(c), 3.01 and 3.02) 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, authenticate
Warrant Certificates evidencing Warrants representing the right to purchase up
to $__________ aggregate principal amount of Warrant Debt 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 authenticate a Warrant Certificate only if the Warrant Certificate
is issued in exchange or substitution for one or more previously authenticated
Warrant Certificates [If registered Warrants--or in connection with their
transfer], as hereinafter provided.
Each Warrant Certificate shall be dated the date of its authentication
by the Warrant Agent.
No Warrant Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose, and no Warrant evidence
thereby shall be exercisable, until such Warrant Certificate has been
authenticated 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, and the only evidence, that the Warrant Certificate so
authenticated has been duly issued hereunder.
Warrant Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Warrant
Certificates or did not hold such offices at the date of such Warrant
Certificates.
SECTION 1.04. Temporary Warrant Certificates. Pending the preparation
of definitive Warrant Certificates, the Company may execute, and upon the order
of the Company the Warrant Agent shall authenticate and deliver, temporary
Warrant Certificates which are printed, lithographed, typewritten, mimeographed
or otherwise produced substantially of the tenor of the definitive Warrant
Certificates in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Warrant Certificates may determine, as evidenced by their
execution of such Warrant Certificates.
If temporary Warrant Certificates are issued, the Company will cause
definitive Warrant Certificates to be prepared without unreasonable delay. After
the preparation of definitive Warrant Certificates, the temporary Warrant
Certificates shall be exchangeable for definitive Warrant Certificates upon
surrender of the temporary Warrant Certificates at the corporate trust office of
the Warrant Agent [or__________], without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Warrant Certificates, the Company
shall execute and the Warrant Agent shall authenticate and deliver in exchange
therefor definitive Warrant Certificates representing the same aggregate number
of Warrants. Until so exchanged, the temporary Warrant Certificates shall in all
respects be entitled to the same benefits under this Agreement as definitive
Warrant Certificates.
SECTION 1.05. Payment of Taxes. The Company will pay all stamp taxes
and other duties, if any, to which, under the laws of the United States of
America or any State or political subdivision thereof, this Agreement or the
original issuance of the Warrant Certificates may be subject.
SECTION 1.06. Definition of Holder. The term "Holder" as used herein
shall mean [If Other Debt Securities and Warrants which are not immediately
detachable--, prior to the Detachable Date, the [bearer] [registered owner] of
the Other Debt Securities to which such Warrant Certificates was initially
attached, and, after such Detachable Date,] [the bearer of such Warrant
Certificate] [the person in whose name at the time such Warrant Certificate
shall be
registered upon the books to be maintained by the Warrant Agent for that purpose
pursuant to Section 3.01.]. [If Other Debt Securities and Warrants which are not
immediately detachable-Prior to the Detachable Date, the Company will, or will
cause the registrar of the Other Debt Securities to make available to the
Warrant Agent current information as to Holders of the Other Debt Securities.]
ARTICLE II.
WARRANT PRICE, DURATION AND
EXERCISE OF WARRANTS
SECTION 2.01. Warrant Price.1/ During the period from __________, ____
through and including __________, ____, each Warrant shall entitle the Holder
thereof, subject to the provisions of this Agreement, to purchase from the
Company the principal amount of Warrant Debt Securities stated in the Warrant
Certificate at the Warrant Price of ____% of the principal amount thereof [plus
accrued amortization, if any, of the original issue discount of the Warrant Debt
Securities] [plus accrued interest, if any, from the most recent date from which
interest shall have been paid on the Warrant Debt Securities or, if no interest
shall have been paid on the Warrant Debt Securities, from __________, ____].
During the period from __________, ____ through and including __________, ____,
each Warrant shall entitled the Holder thereof, subject to the provisions of
this Agreement, to purchase from the Company the principal amount of Warrant
Debt Securities stated in the Warrant Certificate at the Warrant Price of
__________% of the principal amount thereof [plus accrued amortization, if any,
of the original issue discount of the Warrant] [plus accrued interest, if any,
from the most recent date from which interest shall have been paid on the
Warrant Debt Securities or, if no interest shall have been paid on the Warrant
Debt Securities, from __________, ____]. [In each case, the original issue
discount ($__________ for each $1,000 principal amount of Warrant Debt
Securities) will be amortized at a __________% annual rate, computed on a[n]
[semi-] annual basis [using a 360-day year consisting of twelve 30-day months].]
Such Warrant Price of each Warrant is referred to in this Agreement as the
"Warrant Price."
SECTION 2.02. Duration of Warrants. Any Warrant evidence by a Warrant
Certificate may be exercised at any time, as specified herein, on or after [the
date thereof] [__________, ____] and at or before [____] p.m., [City] time, on
__________, ____, (the "Expiration Date"). Each Warrant not exercised at or
before such time on the Expiration Date shall become void, and all rights of the
Holder of the Warrant Certificate evidencing such Warrant under this Agreement
or otherwise shall cease.
SECTION 2.03. Exercise of Warrants. (a) During the period specified in
Section 2.02, any whole number of Warrants may be exercised by surrendering the
Warrant Certificate evidencing such Warrants at the place or at the places set
forth in the Warrant Certificate, with the purchase form set forth in the
Warrant Certificate duly executed, accompanied by payment in
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1/Complete and modify the provision of this Section as appropriate to reflect
the exact terms of the Warrants and the Warrant Debt Securities.
full, in lawful money of the United States of America, [in cash or by certified
check or official bank check in New York Clearing House funds] [by wire transfer
in immediately available funds], of the Warrant Price for each Warrant
exercised. The date on which payment in full of the Warrant Price for a Warrant
and the duly executed and completed Warrant Certificate are received by the
Warrant Agent shall be deemed to be the date on which such Warrant is exercised.
The Warrant Agent shall deposit all funds received by it as payment for the
exercise of Warrants to the account of the Company maintained with it for such
purpose and shall advise the Company by telephone at the end of each day on
which such a payment is 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 from time to time, as promptly as
practicable after the exercise of any Warrants in accordance with the
terms and conditions of this Agreement and the Warrant Certificates,
advise the Company and the Trustee of (i) the number of Warrants so
exercised, (ii) the instructions of each Holder of the Warrant
Certificates evidencing such Warrants with respect to delivery of the
Warrant Debt Securities to which such Holder is entitled upon such
exercise, and instructions of such Holder as to delivery of Warrant
Certificates evidencing the balance, if any, of the Warrants remaining
after such exercise, and (iii) such other information as the Company or
the Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrants,
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 Warrants, the Warrant Debt Securities to
which such Holder is entitled in fully registered form, registered in
such name or names as may be directed by such Holder; and, if fewer
than all of the Warrants evidenced by such Warrant Certificate were
exercised, the Company shall execute and an authorized officer of the
Warrant Agent shall manually authenticate and deliver a new Warrant
certificate evidencing the number of 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 Debt
Securities; and in the event that any such transfer is involved, the
Company shall not be required to issue or delivery any Warrant Debt
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.
ARTICLE III.
[REGISTRATION;] EXCHANGE, TRANSFER AND
SUBSTITUTION OF WARRANT CERTIFICATES
SECTION 3.01. [Registration;] Exchange and Transfer of Warrant
Certificates. [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 transfer of outstanding Warrant Certificates.]
[If Other Debt Securities and Warrants which are not immediately
detachable--Prior to the Detachable Date, a Warrant Certificate may be exchanged
or transferred only together with the Other Debt Security to which such Warrant
Certificate was initially attached, and only for the purpose of effecting, or in
conjunction with, an exchange or transfer of such Other Debt Securities.
Additionally, on or prior to the Detachable Date, each transfer of an Other Debt
Security [on the register of the Other Debt Securities] shall operate also to
transfer the Warrant Certificate or Certificates to which such Other Debt
Security was initially attached. After the Detachable Date, upon] [If Other Debt
Securities and Warrants which are immediately detachable or if Warrants
alone--Upon] current at the corporate trust office of the Warrant Agent [or
__________] of Warrant Certificates properly endorsed [or accompanied by
appropriate instruments of transfer] and accompanied by written instructions for
[transfer or] exchange, all in form satisfactory to the Company and the Warrant
Agent, such Warrant Certificates may be exchanged for other Warrant Certificates
[If registered Warrants--or may be transferred in whole or in part]; provided
that Warrant Certificates issued in exchange for [or upon transfer of]
surrendered Warrant Certificates shall evidence the same aggregate number of
Warrants and the Warrant Certificates so surrendered. No service charge shall be
made for any exchange [or transfer] of Warrant Certificates, but the Company may
require payment of a sum sufficient to cover any stamp or other tax or
governmental charge that may be imposed in connection with any such exchange [or
transfer]. Whenever any Warrant certificates are so surrendered for exchange [or
transfer], the Company shall execute and an authorized officer of the Warrant
Agent shall manually authenticate and deliver to the person or persons entitled
thereto a Warrant Certificate or Warrant Certificates as so requested. The
Warrant Agent shall not be required to effect any exchange [or transfer] which
would result in the issuance of a Warrant Certificate evidencing a fraction of a
Warrant or a number of full Warrants and a fraction of Warrant. All Warrant
Certificates issued upon any exchange [or transfer] of Warrant Certificates
shall evidence the same obligations, and be entitled to the same benefits under
this Agreement, as the Warrant Certificates surrendered for such exchange [or
transfer].
SECTION 3.02. Mutilated, Destroyed, Lost or Stolen Warrant
Certificates. If any mutilated Warrant Certificate is surrendered to the Warrant
Agent, the Company shall execute and an officer of the Warrant Agent shall
manually authenticate and deliver in exchange therefor a new Warrant Certificate
of like tenor and principal amount and bearing a number not contemporaneously
outstanding. If there shall be delivered to the Company and the Warrant Agent
(i) evidence to their satisfaction of the destruction, loss or theft of any
Warrant Certificate and of the ownership thereof and (ii) such security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, 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 upon its request an officer of the
Warrant Agent shall manually authenticate and deliver, in lieu of any such
destroyed, lost or stolen Warrant Certificate, a new Warrant Certificate of like
tenor and principal amount and bearing a number not contemporaneously
outstanding, 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) connected
therewith. Every new Warrant Certificate issued pursuant to this Section in lieu
of any destroyed, lost or stolen Warrant Certificate shall
evidence an original additional contractual obligation of the Company, whether
or not the destroyed, lost or stolen Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Agreement equally and proportionately with any and all other Warrant
Certificates duly issued 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 or payment of mutilated, destroyed, lost or stolen
Warrant Certificates.
SECTION 3.03. Persons Deemed Owners. [If Other Debt Securities and
Warrants which are not immediately detachable--Prior to the Detachable Date, the
Company, the Warrant Agent and all other persons may treat the owner of any
Other Debt Security as the owner of the Warrant Certificates initially attached
thereto for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidence by such Warrant Certificates, any notice to
the contrary notwithstanding. After the Detachable Date,] [If registered
Warrants--and prior to due presentment of a Warrant Certificate for registration
or transfer,] the Company, the Warrant Agent and all other person may treat the
Holder as the 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.
SECTION 3.04. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exchange [, transfer] or exercise of the Warrants
evidenced thereby shall, if surrendered to the Corporation, be delivered to the
Warrant Agent, and [If Warrant Certificates are issued in bearer form--, except
as provided bellow,] all Warrant Certificates surrendered or so delivered to the
Warrant Agent shall be promptly canceled by it and shall not be reissued and,
except as expressly permitted by this Agreement, no Warrant Certificate shall be
issued hereunder in lieu or in exchange thereof. [If Warrant Certificates are
issued in bearer form-Warrant Certificates delivered to the Warrant Agent in
exchange for Warrant Certificates of other denominations may be retained by the
Warrant Agent for reissue as authorized hereunder.] The Company may at any time
deliver to the Warrant Agent for cancellation any Warrant Certificates
previously issued hereunder which the Company may have acquired in any manner
whatsoever, and all Warrant Certificates so delivered shall be promptly canceled
by the Warrant Agent. All canceled Warrant certificates held by the Warrant
Agent shall be destroyed by it unless by written order the Company requests
their return to it.
ARTICLE IV.
OTHER PROVISIONS RELATING TO
RIGHTS OF HOLDERS OR WARRANT CERTIFICATES
SECTION 4.01. No Rights as Holders of Warrant Debt 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 the
Warrant Debt Securities, including, without limitation, the right to receive the
payment of principal of (or premium, if any) or interest, if any, on the Warrant
Debt Securities or to enforce any of the covenants in the Indenture.
SECTION 4.02. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any Holder of any
Warrant Certificate, without the
consent of the Warrant Agent, the Trustee, the holder of any Warrant Debt
Securities or the Holder of any other Warrant Certificate, may, on 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, his right to exercise the Warrant or Warrants evidenced by this
Warrant Certificate in the manner provided in the Warrant Certificates and in
this Agreement.
ARTICLE V.
CONCERNING THE WARRANT AGENT
SECTION 5.01. 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
power and authority granted to and conferred upon it in the Warrant Certificates
and hereby and such further power 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 power and authority contained in the Warrant
Certificates are subject to and governed by the terms and provisions hereof.
SECTION 5.02. 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 such Warrant Agent hereunder, including
the costs land expenses of defending itself against any claim or
liability in connection with the exercise or performance at any time of
its powers or duties hereunder. The obligations of the Company under
this subsection (a) shall survive the exercise of the Warrant
Certificates and the resignation or removal of the Warrant Agent.
(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
owners or Holders of the Warrant Certificates.
(c) Counsel. The Warrant Agent may consult with counsel, which
may include counsel for the Company, and the written 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 reliance thereon.
(d) Documents. The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or omitted by
it in reliance upon any Warrant Certificates, 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, any of its
officers, directors and employees, or any other agent of the Company,
in its individual or any other capacity, may become the owner of, or
acquire any interest in, any Warrant Certificates, with the same rights
that it would have if it were not such Warrant Agent, officer,
director, employee or other agent, and, to the extent permitted by
applicable law, it 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 Debt
Securities or other obligations of the Company as freely as if it were
not such Warrant Agent, officer, director, employee or other agent.
Nothing in this Warrant Agreement shall be deemed to prevent the
Warrant Agent from acting as Trustee under the 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 or of the
Warrant Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall not
incur any liability with respect to the validity 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
contained herein or in the Warrant Certificates (except as to the
Warrant Agent's Certificate of Authentication thereon), all of which
are made solely by the Company.
(i) No Implied Obligations. The Warrant Agent shall be
obligated to perform 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 or any exercise of
the Warrants evidenced thereby. 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 Warrant Debt Securities 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 6.03 hereof, to make
any demand upon the Company.
SECTION 5.03. Resignation, Removal and Appointment of Successors.
(a) The Company agrees, for the benefit of the Holders from
time to time of the Warrant Certificates, that there shall at all times
be a Warrant Agent hereunder until all of 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 it desires its resignation to become
effective; provided that, without the consent of the Company, such date
shall not be less than [three months] after the date on which such
notice is given. 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 on which
the Company expects such removal to become effective. Such resignation
or removal shall take effect upon the appointment by the Company of a
successor Warrant Agent (which shall be a bank or trust company
organized and doing business under the laws of The United States of
America, any State thereof or the District of Columbia and authorized
under such laws to exercise corporate trust powers) by an instrument in
writing filed with such successor Warrant Agent and the acceptance of
such appointment by such successor Warrant Agent pursuant to Section
5.03(d).
(c) In case at any time the Warrant Agent shall resign, or be
removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall file a voluntary petition in bankruptcy
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 approving any petition filed
by or against it under the provisions of any applicable 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, 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 latter of such appointment the Warrant Agent so
superseded 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 succeeding to all or substantially all the
corporate trust 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.
ARTICLE VI.
MISCELLANEOUS
SECTION 6.01. Rights and Duties of Successor Corporation. In case of
any consolidation, merger or sale, lease or conveyance of all or substantially
all of the assets of the Company and upon any assumption by the successor
corporation, such successor corporation shall succeed to and be substituted for
the Company, with the same effect as if it had been named herein, and the
predecessor corporation, except in the event of a lease, shall be relieved of
any further obligation under this Agreement and the Warrants. Such successor
corporation thereupon may cause to be signed, and may issue either in its own
name or in the name of the Company, any or all of the Warrant Debt Securities
issuable pursuant to the terms hereof. All the Warrant Debt Securities so issued
shall in all respects have the same legal rank and benefit under the Indenture
as the Warrant Debt Securities theretofore or thereafter issued in accordance
with the terms of this Agreement and the Indenture.
In case of any such consolidation, merger, sale, lease or conveyance,
such changes in phraseology and form (but not in substance) may be made in the
Warrant Debt Securities thereafter to be issued as may be appropriate.
SECTION 6.02. 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 provision contained herein, or making such provisions in regard to
matters or questions arising under this Agreement as the Company may deem
necessary or desirable; provided that such action shall not adversely affect the
interests of the Holders of the Warrant Certificates in any material respect.
The Warrant Agent may, but shall not be obligated to, enter into any amendment
to this agreement which affects the Warrant Agent's own rights, duties or
immunities under this Agreement or otherwise.
SECTION 6.03. Notices and Demands to the Corporation 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 6.04. Addresses. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to __________,
Attention: Secretary, and any communications from the Warrant Agent to the
Company with respect to this Agreement shall be addressed to United HealthCare
Corporation, United HealthCare Plaza, 00 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxx 00000-0000, Attention: Secretary, (or such other address as shall be
specified in writing by the Warrant Agent or by the Company).
SECTION 6.05. Governing Law. This Agreement and each Warrant
Certificate issued hereunder shall be governed by and construed in accordance
with the laws of the State of [___________].
SECTION 6.06. Delivery of Prospectus. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus, appropriately supplemented,
relating to the Warrant Debt Securities (the "Prospectus"), and the Warrant
Agent agrees that, upon the exercise of any Warrant Certificate, the Warrant
Agent will deliver to the person designated to receive Warrant Debt Securities
prior to or concurrently with the delivery of such Securities, a Prospectus.
SECTION 6.07. 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, the maintenance of the effectiveness
of a registration statement in respect of the Warrant Debt Securities under the
Securities Act of 1933), which may be or become required in connection with
exercise of the Warrant Certificates and the original issuance and delivery of
the Warrant Debt Securities.
SECTION 6.08. Persons Having Rights Under Warrant Agreement. Nothing in
this Agreement expressed or implied and nothing that may be inferred from any of
the provisions hereof is intended, or shall be construed, to confer upon, or
give to, any person or corporation 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 or of any covenant, condition, stipulation, promise or
agreement hereof; and all covenants, conditions, stipulations, promises and
agreements in this Agreement contained shall be for the sole and exclusive
benefit of the Company and the Warrant Agent and their successors and of the
Holders of the Warrant Certificates.
SECTION 6.09. Headings. The Article and Section headings herein and the
Table of Contents are for convenience only and shall not affect the construction
hereof.
SECTION 6.10. 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 6.11. 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
__________ for inspection by the Holder of any Warrant Certificate. The Warrant
Agent may require such Holder to submit his Warrant Certificate for inspection
by it.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
UNITED HEALTHCARE CORPORATION
By
-------------------------------
Its
------------------------------
Attest:
------------------
__________________________, as
Warrant Agent
By
-------------------------------
Its
----------------------------
Attest:
------------------
EXHIBIT A
FORM OF WARRANT CERTIFICATE
[Face of Warrant Certificate]
[Form if Warrants are attached Prior to __________, this Warrant
to Other Securities and Certificate cannot be transferred or
are not immediately exchanged unless attached to a [Title
detachable of Other Debt Security]
[Form of Legend if Warrants Prior to __________, Warrants
are not immediately Certificate cannot be exercised.]
evidenced by this Warrant
exercisable
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN.
VOID AFTER [_____] P.M., [CITY] TIME, ON ________________
UNITED HEALTHCARE CORPORATION
WARRANT CERTIFICATE REPRESENTING
WARRANTS TO PURCHASE
[TITLE OF WARRANT DEBT SECURITIES]
---------------------
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 [If Warrants are attached to Other Securities and
are not immediately detachable --, subject to the bearer qualifying as a
"Holder" of this Warrant Certificate, as hereinafter defined]] [registered
owner] to purchase, at any time [after [________] p.m., [City] time, on ________
and] on or before [_____] p.m., [City] time, on ________ $_____ principal amount
of [Title of Warrant Debt Securities] (the "Warrant Debt Securities") of United
HealthCare Corporation (the "Company"), issued or to be issued under the
Indenture (as hereinafter defined), on the following basis:*/ [During the period
from _________,____ through and including ____________,____, each Warrant shall
entitle the Holder thereof, subject to the provisions of this Agreement, to
purchase from the
--------
*/Complete and modify the following provisions as appropriate to reflect the
terms of the Warrants and the Warrant Debt Securities.
A-1
Company the principal amount of Warrant Debt Securities stated in the Warrant
Certificate at the Warrant Price of _____% of the principal amount thereof [plus
accrued amortization, if any, of the original issue discount of the Warrant Debt
Securities] [plus accrued interest, if any, from the most recent date from which
interest shall have been paid on the Warrant Debt Securities or, if no interest
shall have been paid on the Warrant Debt Securities, from ________,____]; during
the period from ________,____ through and including ________,____, each Warrant
shall entitle the Holder thereof, subject to the provisions of this Agreement,
to purchase from the Company the principal amount of Warrant Debt Securities
stated in the Warrant Certificate at the Warrant Price of ____% of the principal
amount thereof [plus accrued amortization, if any, of the original issue
discount of the Warrant Debt Securities] [plus accrued interest, if any, from
the most recent date from which interest shall have been paid on the Warrant
Debt Securities or, if no interest shall have been paid on the Warrant Debt
Securities, from _________,____] [in each case, the original issue discount
($____ for each $1,000 principal amount of Warrant Debt Securities) will be
amortized at ____% annual rate, computed on a[n] [semi-]annual basis [, using a
360 day year consisting of twelve 30 day months] (the "Warrant Price"). The
Holder of this Warrant Certificate may exercise the Warrants evidenced hereby,
in whole or in part, by surrendering this Warrant Certificate, with the purchase
form set forth hereon duly completed, accompanied by payment in full, in lawful
money of the United States of America, [in cash or by certified check or
official bank check in New York Clearing House funds] [by bank wire transfer in
immediately available funds], the Warrant Price for each Warrant exercised, to
the Warrant Agent (as hereinafter defined), at the corporate trust office of
[name of Warrant Agent], or its successor as warrant agent (the "Warrant Agent")
[or at _________,], at the addresses 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). This Warrant Certificate may be
exercised only for the purchase of Warrant Debt Securities in the principal
amount of [$1,000] or any integral multiple thereof.
The term "Holder" as used herein shall mean [If Warrants are attached
to Other Securities and are not immediately detachable--, prior to
_____________,____ (the "Detachable Date"), the [bearer] [registered owner] of
the Company's [title of Other Debt Securities] to which this Warrant Certificate
was initially attached, and after such Detachable Date,] [the bearer of such
Warrant Certificate] [the person in whose name at the time such Warrant
Certificate shall be registered upon the books to be maintained by the Warrant
Agent Or that purpose pursuant to Section 3.01].
Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Debt Securities in registered form. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the [bearer] [registered owner] hereof a
new Warrant Certificate evidencing the number of Warrants remaining unexercised.
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
A-2
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 Debt Securities to be issued and delivered upon the
exercise of Warrants evidenced by this Warrant Certificate may be issued under
and in accordance with an Indenture, [dated as of _________,____ (the "Senior
Indenture"), between the Company and _______, as trustee (such trustee, and any
successors to such trustee, the "Senior Trustee")] [dated as of ________,____
(the "Subordinated Indenture"), between the Company and ________, as trustee
(such trustee, and any successors to such trustee, the "Subordinated Trustee")]
and will be subject to the terms and provisions contained in the Warrant Debt
Securities and in the Indenture. Copies of the [Senior][Subordinated] Indenture,
including the form of the Warrant Debt Securities, are on file at the corporate
trust office of the Trustee [and at _________].
[If Warrants are attached to Other Securities and are not immediately
detachable--Prior to _________,____ (the "Detachable Date"), this Warrant
Certificate may be exchanged or transferred only together with the [title of
Other Debt Security] (the "Other Debt Security") 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 Other Debt Security.
Additionally, on or prior to the Detachable Date, each transfer of such Other
Debt Security on the register of the Other Debt Securities shall operate also to
transfer this Warrant Certificate. After the Detachable Date, this] [If Warrants
are attached to Other Securities and are immediately detachable or Warrants
alone--This] Warrant Certificate, and all rights hereunder, may be transferred
[If bearer Warrants-by delivery and the Company and the Warrant Agent may treat
the bearer hereof as the owner for all purposes] [If registered Warrants--when
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 Warrants are attached to Other Securities and are not immediately
detachable-Except as provided in the immediately preceding paragraph, after] [If
Warrants are attached to Other Securities and are immediately detachable or
Warrants alone--After] authentication 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 [or at _________]
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 the Warrant Debt Securities, including, without
limitation, the right to receive payments of principal of (and premium, if any)
or interest, if any, on the Warrant Debt Securities or to enforce any of the
covenants of the Indenture.
A-3
Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Warrant Certificate shall not be valid or obligatory for any
purpose until authenticated by the Warrant Agent.
A-4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
UNITED HEALTHCARE
CORPORATION
By
---------------------------
Its
--------------------------
Attest:
------------------
-------------------------, as
Warrant Agent
By
---------------------------
Its
-------------------------
Attest:
------------------
A-5
[Reverse of Warrant Certificate]
(Instructions for Exercise of Warrants)
To exercise any Warrants evidenced hereby, the Holder of this Warrant
Certificate must pay [in cash or by certified check or official bank check in
New York Clearing House funds] [by bank wire transfer in immediately available
funds], the Warrant Price in full for each of the Warrants exercised, to
[Warrant Agent] [address of Warrant Agent], Corporate Trust Department, , Attn:
, which payment should specify the name of the Holder of this Warrant
Certificate and the number of Warrants exercised by such Holder. In addition,
the Holder of this Warrant Certificate should complete the information required
below and present in person or mail by registered mail this Warrant Certificate
to the Warrant Agent at the addresses set forth below.
FORM OF EXERCISE
(To be executed upon exercise of Warrants.)
The undersigned hereby irrevocably elects to exercise _______ Warrants,
represented by this Warrant Certificate, to purchase $________ principal amount
of the [Title of Warrant Debt Securities] (the 'Warrant Debt Securities") of
United HealthCare Corporation and represents that he has tendered payment for
such Warrant Debt Securities [in cash or by certified check or official bank
check in New York Clearing House funds] [by bank wire transfer in immediately
available funds] to the order of United HealthCare Corporation, 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 Warrant
Debt 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.
If said principal amount of Warrant Debt Securities is less than all of
the Warrant Debt Securities purchasable hereunder, the undersigned requests that
a new Warrant Certificate representing the remaining balance of the Warrants
evidenced hereby be issued and delivered to the undersigned unless otherwise
specified in the instructions below.
A-6
Dated:
Name
----------------------------------------------------------------------------
(Please Print)
-------------------------------- Address
(Insert Social Security or Other ----------------------------
Identifying Number of Holder) Signature
--------------------------
[If registered Warrant--(Signature must
conform in all respects to name of holder
as specified on the face of this Warrant
Certificate and must bear a signature
guarantee by a bank, trust company or
member broker of the New York, Midwest or
Pacific Stock Exchange.)]
This Warrant may be exercised at the following addresses:
By hand at
------------------------------------------
------------------------------------------
------------------------------------------
By mail at
------------------------------------------
------------------------------------------
------------------------------------------
[Instructions as to form and delivery of Warrant Debt Securities and/or Warrant
Certificates -- complete as appropriate.]
A-7
[If Registered Warrant-
FORM OF ASSIGNMENT]
(TO BE EXECUTED TO TRANSFER)
THE WARRANT CERTIFICATE)
FOR VALUE RECEIVED ______________ hereby sells, assigns and transfers
unto
_____________________ Please insert social security or
_____________________ other identifying number
_____________________ __________________________________
(Please print name and
address including zip code)
the right 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.
Dated:________________ _____________________________________
Signature
(Signature must conform in all respects to name
of holder as specified on the face of this
Warrant Certificate and must bear a signature
guarantee by a bank, trust company or member
broker of the New York, Midwest or Pacific Stock
Exchange)
Signature Guaranteed:
________________________
A-8
