EXHIBIT 4.9
UNION PLANTERS CORPORATION
AND
[________],
AS WARRANT AGENT
WARRANT AGREEMENT - COMMON STOCK
DATED AS OF [______], 200[_]
THIS WARRANT AGREEMENT dated as of [____________], 200[_] between Union
Planters Corporation, a Tennessee corporation (hereinafter called the "Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to) and [_________], as Warrant Agent (herein called the "Warrant
Agent").
WHEREAS, the Company proposes to sell [if Warrants are sold with Debt
Securities, Preferred Stock or Common Stock -- [title of Debt Securities or
Preferred Stock being offered] (the "Offered Securities") with] warrant
certificates evidencing one or more warrants (the "Warrants" or individually a
"Warrant") representing the right to purchase [ ] shares of the Company's Common
Stock, par value $5.00 per share (the "Warrant Securities"), such warrant
certificates and other warrant certificates issued pursuant to this Agreement
being herein called the "Warrant Certificates"; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, exchange, exercise and replacement of
the Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, exchanged, exercised and replaced;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
ISSUANCE OF WARRANTS AND EXECUTION
AND DELIVERY OF WARRANT CERTIFICATES
SECTION 1.1 Issuance of Warrants.
[If Warrants alone -- Upon issuance, each Warrant Certificate shall
evidence one or more Warrants.] [If Offered Securities and Warrants -- Warrants
shall be [initially] issued in connection with the issuance of the Offered
Securities [but shall be separately transferable on and after _______________
(the "Detachable Date")] [and shall not be separately transferable] and each
Warrant Certificate shall evidence one or more Warrants.] Each Warrant evidenced
thereby shall represent the right, subject to the provisions contained herein
and therein, to purchase __________ Warrant Securities. [If Offered Securities
and Warrants -- Warrant Certificates shall be initially issued in units with the
Offered Securities and each Warrant Certificate included in such a unit shall
evidence __________ Warrants for each ________ shares of Offered Securities
included in such unit.]
SECTION 1.2 Execution and Delivery of Warrant Certificates.
Each Warrant Certificate, whenever issued, shall be in registered form
substantially in the form set forth in Exhibit A hereto, shall be dated
____________ and may have such letters, numbers, or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Warrants may be listed, or to conform to usage. The Warrant Certificates shall
be executed on behalf of the Company by the Chief Executive Officer, President,
Chief Financial Officer, Treasurer, any Senior Executive Vice President, any
Executive Vice President, or the Senior Vice President of Accounting and by the
Secretary or any Assistant Secretary under its corporate seal reproduced
thereon. Such signatures may be manual or facsimile signatures of such
authorized officers and may be imprinted or otherwise reproduced in the Warrant
Certificates. The seal of the Company may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.
No Warrant Certificates shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent.
Such signature by the Warrant Agent upon any Warrant Certificate executed by the
Company shall be conclusive evidence that the Warrant Certificate so
countersigned has been duly issued hereunder.
In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to be
such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates may
be countersigned and delivered notwithstanding that the person who signed such
Warrant Certificates ceased to be such officer of the Company; and any Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Warrant Certificate, shall be the proper
officers of the Company, although at the date of the execution of this Agreement
any such person was not such officer.
The term "holder" or "holder of a Warrant Certificate" as used herein
shall mean any person in whose name at the time any Warrant Certificate shall be
registered upon the books to be maintained by the Warrant Agent for that purpose
[If Offered Securities and Warrants are not immediately detachable -- or upon
the register of the Offered Securities prior to the Detachable Date. Prior to
the Detachable Date, the Company will, or will cause the registrar of the
Offered Securities to, make available at all times to the Warrant Agent such
information as to holders of the Offered Securities with Warrants as may be
necessary to keep the Warrant Agent's records up to date].
SECTION 1.3 of Warrant Certificates.
Warrant Certificates evidencing the right to purchase an aggregate
principal amount not exceeding ____________ Warrant Securities (except as
provided in Sections 1.4, 2.3(c), 3.2 and 5.1) may be executed by the Company
and delivered to the Warrant Agent upon the execution of this Warrant Agreement
or from time to time thereafter. The Warrant Agent shall, upon receipt of
Warrant Certificates duly executed on behalf of the Company, countersign Warrant
Certificates evidencing Warrants representing the right to purchase up to
__________ Warrant Securities and shall deliver such Warrant Certificates to or
upon the order of the Company. Subsequent to such issuance of the Warrant
Certificates, the Warrant Agent shall countersign a Warrant Certificate only if
the Warrant Certificate is issued in exchange or substitution for one or more
previously countersigned Warrant Certificates or in connection with their
transfer, as hereinafter provided or as provided in Section 2.3(c).
SECTION 1.4 Temporary Warrant Certificate.
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 Certificate 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.
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ARTICLE II
WARRANT PRICE, DURATION
AND EXERCISE OF WARRANTS
SECTION 2.1 Warrant Price.
(a) During the period from __________ through and including
___________, the exercise price of each Warrant will be __________. During the
period from _____________ through and including __________, the exercise price
of each Warrant will be _____________. Such exercise price of Warrant Securities
is referred to in this Warrant Agreement as the "Warrant Price". No adjustment
shall be made for any dividends on any Warrant Securities issuable upon exercise
of any Warrants.
(b) Warrants may be exercised by the holders thereof at any time, at
the Warrant Price then in effect, when the Warrant Securities are registered
pursuant to an effective registration statement under the Securities Act.
Warrants shall in no event be exercisable for the purchase of Warrant Stock at
any time when such Warrant Securities are not registered pursuant to an
effective registration statement under the Securities Act.
The Company shall be required to register the Warrant Securities, or
holders will have such other rights, only as provided in Section 2.3.
The Company shall promptly give all holders notice of the effectiveness
of a registration statement in respect of Warrant Securities and of any
subsequent lapses in the effectiveness of such registration statement.
SECTION 2.2 Duration of Warrants.
Each Warrant may be exercised in whole at any time, as specified
herein, on or after [the date thereof] [____________] and at or before 5 P.M.,
New York City time, on ____________ or such later date as the Company may
designate, by notice to the Warrant Agent and the holders of Warrant
Certificates mailed to their addresses as set forth in the record books of the
Warrant Agent (the "Expiration Date"). Each Warrant not exercised at or before 5
P.M., New York City time, on the Expiration Date shall become void, and all
rights of the holder of the Warrant Certificate evidencing such Warrant under
this Agreement shall cease.
SECTION 2.3 Exercise of Warrants.
(a) During the period specified in Section 2.2, any whole number of
Warrants may be exercised by providing certain information as set forth on the
reverse side of the Warrant Certificate and by paying in full, in [lawful money
of the United States of America] [applicable currency,] [in cash or by certified
check or official bank check or by bank wire transfer, in each case,] [by bank
wire transfer] [in immediately available funds] the Warrant Price for each
Warrant exercised, to the Warrant Agent at its corporate trust office [or at
____________], provided that such exercise is subject to receipt within five
business days of such [payment] [wire transfer] by the Warrant Agent of the
Warrant Certificate with the form of election to purchase Warrant Securities set
forth on the reverse side of the Warrant Certificate properly completed and duly
executed. The date on which payment in full of the Warrant Price is received by
the Warrant Agent shall, subject to receipt of the Warrant Certificate as
aforesaid, be deemed to be the date on which the Warrant is exercised. The
Warrant Agent shall deposit all funds received by it in payment of the Warrant
Price in an account of the Company maintained with it [if non-dollar denominated
funds -- or in such other account designated by the Company] and shall advise
the Company by telephone at the end of each day on which a [payment] [wire
transfer] for the exercise of Warrants is received of the amount so deposited to
its account. The Warrant Agent shall promptly confirm such telephone advice to
the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the [Trustee under the Indenture relating to
the Warrant Securities] of (i) the number of Warrants exercised, (ii) the
instructions of each holder of the Warrant Certificates evidencing such Warrants
with respect to delivery of the Warrant Securities to which such holder is
entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing
the balance, if any, of the Warrants remaining after such exercise, and (iv)
such other information as the Company or such Trustee shall reasonably require.
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(c) As promptly as practicable after the exercise of any Warrant, the
Company shall issue, pursuant to the Indenture, in authorized denominations to
or upon the order of the holder of the Warrant Certificate evidencing such
Warrant, the Warrant Securities to which such holder is entitled, in fully
registered form, registered in such name or names as may be directed by such
holder. If fewer than all of the Warrants evidenced by such Warrant Certificate
are exercised, the Company shall execute, and an authorized officer of the
Warrant Agent shall manually countersign and deliver, a new Warrant Certificate
evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any transfer
involved in the issue of the Warrant Securities, and in the event that any such
transfer is involved, the Company shall not be required to issue or deliver any
Warrant Security until such tax or other charge shall have been paid or it has
been established to the Company's satisfaction that no such tax or other charge
is due.
SECTION 2.4 No Fractional Shares to Be Issued.
Notwithstanding anything to the contrary contained in this Agreement,
if the number of shares of Common Stock purchasable on the exercise of each
Warrant is not a whole number, the Company shall not be required to issue any
fraction of a share of Common Stock or to distribute stock certificates that
evidence fractional shares of Common Stock or to issue a Warrant Certificate
representing a fractional Warrant upon exercise of any Warrants. If Warrant
Certificates evidencing more than one Warrant shall be surrendered for exercise
at one time by the same holder, the number of full shares which shall be
issuable upon exercise thereof shall be computed on the basis of the aggregate
number of Warrants so surrendered. If any fraction of a share of Common stock
would, except for the provisions of this Section 2.4, be issuable on the
exercise of any Warrant or Warrants, the Company shall purchase such fraction
for an amount in cash equal to such fraction of the then current market price of
a share of Common Stock. The Warrant holders, by their acceptance of the Warrant
Certificates, expressly waive their right to receive any fraction of a share of
Common Stock or a stock certificate representing a fraction of a share of Common
Stock.
SECTION 2.5 Covenant to Reserve Shares for Issuance on Exercise.
The Company covenants that it will at all times reserve and keep
available out of its authorized but unissued Warrant Securities, solely for the
purpose of issue upon exercise of Warrants, the full number of shares of Warrant
Stock, if any, then issuable if all outstanding Warrants then exercisable were
to be exercised. The Company covenants that all shares of Common Stock which
shall be so issuable shall be duly and validly issued and fully paid and
nonassessable.
The Company hereby authorizes and directs its current and future
transfer agents for the Common Stock and for any shares of the Company's capital
stock issuable upon the exercise of any of the Warrants at all times to reserve
such number of authorized shares as shall be requisite for such purpose. The
Company will supply such transfer agents with duly executed stock certificates
for such purposes and will provide or otherwise make available any cash which
may be payable as provided in this Article II.
SECTION 2.6 Compliance with Governmental Requirements.
Before taking any action that would cause an adjustment reducing the
Warrant Price to be adjusted below the then par value of any of the shares of
Common Stock issuable upon exercise of the Warrants, the Company will take any
corporate action that may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid and nonassessable
shares of such Common Stock at such adjusted Warrant Price.
Subject to Section 3.1(b), the Company covenants that if any shares of
Common Stock required to be reserved for purposes of exercise of Warrants
require, under any federal or state law or rule or regulation of any national
securities exchange, registration with or approval of any governmental
authority, or listing on any national securities exchange before such shares may
be issued upon exercise, the Company will in good faith and as expeditiously as
possible endeavor to cause such shares to be duly registered, approved or listed
on the relevant national securities exchange, as the case may be; provided,
however, that in no event shall such shares of Common
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Stock be issued, and the Company is hereby authorized to suspend the exercise of
all Warrants, for the period during which such registration, approval or listing
is required but not in effect.
SECTION 2.7 Rights Upon Dissolution or Liquidation.
Notwithstanding any other provision of this Agreement, in the event
that, at any time after the date hereof of the rights of holders thereof as
provided in this Article II, there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company, then the Company shall
give notice by first-class mail to each holder of an outstanding Warrant at such
holder's address as it appears on the Warrant Register at the earliest
practicable time (and, in any event, not less than twenty days before any date
set for definitive action), of the date on which such dissolution, liquidation
or winding up shall take place, as the case may be. Such notice shall also
specify the date as of which the holders of the shares of record of Common Stock
or other securities, if any, underlying the Warrants shall be entitled to
exchange their shares for securities, money or other property deliverable upon
such dissolution, liquidation or winding up, as the case may be, on which date
each holder of outstanding Warrants shall receive cash or other property (taking
into account the Warrant Price then if effect) which it would have been entitled
to receive had the Warrants been exercisable and exercised immediately prior to
such dissolution, liquidation or winding up and the rights to exercise the
Warrants shall terminate.
ARTICLE III
ADJUSTMENT OF WARRANT PRICE AND SHARES
OF COMMON STOCK PURCHASABLE
SECTION 3.1 Adjustment of Warrant Price.
The Warrant Price specified in Section 2.1 shall be subject to
adjustment from time to time as follows:
(a) In case the Company shall (i) pay a dividend or make a distribution
on the Warrant Securities in shares of its capital stock, (ii) subdivide the
outstanding Warrant Securities into a greater number of shares or (iii) combine
the outstanding Warrant Securities into a smaller number of shares, the Warrant
Price shall be adjusted so that the holder of any Warrant thereafter surrendered
for exercise shall be entitled to receive the number of shares of Warrant
Securities which he would have owned or have been entitled to receive after the
happening of any of the events described above had such Warrant been exercised
immediately prior to the record date in the case of a dividend or the effective
date in the case of a subdivision or combination. An adjustment made pursuant to
this subparagraph (a) shall become effective immediately after the record date
in the case of a dividend, except as provided in subparagraph (h) below, and
shall become effective immediately after the effective date in the case of a
subdivision or combination.
(b) In case the Company shall issue rights or warrants to all holders
of shares of Common Stock entitling them (for a period expiring within 45 days
after the record date mentioned below to subscribe for or purchase shares of
Common Stock at a price per share less than the current market price per share
of Common Stock (as defined for purposes of this subparagraph (b) in
subparagraph (e) below), at the record date for the determination of
shareholders entitled to receive such rights or warrants, the Warrant Price in
effect after such record date shall be determined by multiplying such Warrant
Price by a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding on the record date for issuance of such rights or
warrants plus the number of shares of Common Stock which the aggregate offering
price of the total number of shares of Common Stock so offered would purchase at
such current market price, and the denominator of which shall be the number of
shares of Common Stock outstanding on the record date for issuance of such
rights or warrants plus the number of additional shares of Common Stock
receivable upon exercise of such rights or warrants. Such adjustment shall be
made successively whenever any such rights or warrants are issued, and shall
become effective immediately, except as provided in subparagraph (h) below,
after such record date.
(c) In case the Company shall distribute to all holders of Common Stock
any shares of capital stock of the Company (other than Common Stock) or
evidences of its indebtedness or assets (excluding cash dividends or
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distributions paid from retained earnings of the Company or dividends payable in
Common Stock) or rights or warrants to subscribe for or purchase any of its
securities (excluding those rights or warrants referred to in subparagraph (b)
above) (any of the foregoing being hereinafter in this subparagraph (c) called
the "Securities"), then, in each such case, unless the Company elects to reserve
such Securities for distribution to the holders of the Warrants upon the
exercise of the Warrants so that any such holder exercising Warrants will
receive such exercise, in addition to the shares of the Common Stock to which
such holder is entitled, the amount and kind of such Securities which such
holder would have received if such holder had, immediately prior to the record
date for the distribution of the Securities, exercised its Warrants into Warrant
Securities, the Warrant Price shall be adjusted so that the same shall equal the
price determined by multiplying the Warrant Price in effect immediately prior to
the date of such distribution by a fraction the numerator of which shall be the
current market price per share (as defined for purposes of this subparagraph (c)
in subparagraph (e) below) of the Common Stock on the record date mentioned
above less the then fair market value (as determined by the Board of Directors
of the Company, whose determination shall be conclusive) of the portion of the
Securities so distributed allocable to one share of Common Stock, and the
denominator of which shall be the current market price per share (determined as
provided in subparagraph (e) below) of the Common Stock.
(d) If, pursuant to subparagraph (b) or (c) above, the number of shares
of Warrant Securities into which a Warrant is convertible shall have been
adjusted because the Company has declared a dividend, or made a distribution, on
the outstanding shares of Warrant Securities in the form of any right or warrant
to purchase securities of the Company, or the Company has issued any such right
or warrant, then, upon the expiration of any such unexercised right or
unexercised warrant, the Warrant Price shall forthwith be adjusted to equal the
Warrant Price that would have applied had such right or warrant never been
declared, distributed or issued.
(e) For the purposes of any computation under subparagraph (b) above,
the current market price per share of Common Stock or of any other security
(herein collectively referred to as a "security") at the date herein specified
shall be deemed to be the average of the reported last sales prices for the
thirty consecutive Trading Days (as defined below) commencing forty-five Trading
Days before the date in question. For the purpose of any computation under
subparagraph (c) above, the current market price per security on any date shall
be deemed to be the average of the reported last sales prices for the ten
consecutive Trading Days before the date in question. The reported last sales
price for each day (whether for purposes of subparagraph (b) or subparagraph
(c)) shall be the reported last sales price, regular way, or, in case no sale
takes place on such day, the average of the reported closing bid and asked
prices, regular way, in either case as reported on the New York Stock Exchange
Composite Tape or, if such security is not listed or admitted to trading on the
New York Stock Exchange at such time, on the principal national securities
exchange on which such security is listed or admitted to trading or, if not
listed or admitted to trading on any national securities exchange, on the
National Market System of the Nasdaq Stock Market ("NASDAQ") or, if such
security is not quoted on such National Market System of the Nasdaq Stock
Market, the average of the closing bid and asked prices on such day in the
over-the-counter market as reported by NASDAQ or, if bid and asked prices for
the security on each such day shall not have been reported through NASDAQ, the
average of the bid and asked prices for such date as furnished by any New York
Stock Exchange member firm regularly making a market in such security selected
for such purpose by the Board of Directors of the Company or a committee thereof
or, if no such quotations are available, the fair market value of such security
as determined by a New York Stock Exchange member firm regularly making a market
in the Common Stock selected for such purpose by the Board of Directors of the
Company or a committee thereof. As used herein, the Term "Trading Day" with
respect to a security means (x) if such security is listed or admitted for
trading on the New York Stock Exchange or another national securities exchange,
a day on which the New York Stock Exchange or such other national securities
exchange is open for business or (y) if such security is quoted on the National
Market System of the NASDAQ, a day on which trades may be made on such National
Market System or (z) otherwise, any day other than a Saturday or Sunday or a day
on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.
(f) No adjustment in the Warrant Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in such Warrant
Price; provided, however, that any adjustments which by reason of this paragraph
(f) are not required to be made shall be carried forward and taken into account
in any subsequent adjustment. All calculations under this Article III shall be
made to the nearest cent or to the nearest .01 of a share, as the case may be,
with one-half cent and .005 of a share, respectively, being rounded upward.
Anything in this Article III to the contrary notwithstanding, the Company shall
be entitled to make such reductions in the Warrant Price, in addition to those
required by this paragraph (f), as it in its discretion shall determine to be
advisable in
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order that any stock dividend, subdivision of shares, distribution of rights or
warrants to purchase stock or securities, or distribution of other assets (other
than cash dividends) hereafter made by the Company to its shareholders shall not
be taxable.
(g) Whenever the Warrant Price is adjusted as herein provided, the
Company shall file with the transfer agent a certificate, signed by Chief
Executive Officer, President, Chief Financial Officer, Treasurer, any Senior
Executive Vice President, any Executive Vice President, or the Senior Vice
President of Accounting of the Company, setting forth the Warrant Price after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment, which certificate shall be conclusive evidence of the correctness of
such adjustment; provided, however, that the failure of the Company to file such
officers' certificate shall not invalidate any corporate action by the Company.
(h) In any case in which this Article III provides that an adjustment
shall become effective immediately after a record date for an event, the Company
may defer until the occurrence of such event (y) issuing to the holder of any
Warrant converted after such record date and before the occurrence of such event
the additional shares of Warrant Securities issuable upon such exercise by
reason of the adjustment required by such event over and above the Warrant
Securities issuable upon such exercise before giving effect to such adjustment
and (z) paying to such holder any amount of cash in lieu of any fractional
share.
(i) Whenever the Warrant Price is adjusted as provided in Article III,
the Company shall cause to be mailed to each holder of Warrants at its then
registered address by first-class mail, postage prepaid, a notice of such
adjustment of the Warrant Price setting forth such adjusted Exercise Price and
the effective date of such adjusted Exercise Price; provided, however, that the
failure of the Company to give such notice shall not invalidate any corporate
action by the Company.
SECTION 3.2 Adjustment of Shares of Common Stock Purchasable Upon
Exercise of Warrants.
The number of Warrant Securities that may be purchased upon exercise of
a Warrant shall be determined by multiplying the number of shares of Common
Stock which would otherwise (but for the provisions of this Section 3.2) be
issuable upon such exercise by a fraction of which (a) the numerator is
_________ and (b) the denominator is $_________ minus deductions made from
(and/or plus additions to) the Warrant Price pursuant to Sections 3.1(a) or (c)
hereof. The Warrant Price per share of Common Stock shall be adjusted and
readjusted from time to time as provided in this Article III and, as so adjusted
or readjusted, shall remain in effect until a further adjustment or readjustment
thereof is required by this Article III.
SECTION 3.3 Statements on Warrants.
The form of Warrant Certificate need not be changed because of any
adjustment made pursuant to this Article III, and Warrant Certificates issued
after such adjustment may state the same Warrant Price and the same number of
shares of Common Stock as are stated in the Warrant Certificates initially
issued pursuant to this Agreement. The Company, however, may at any time in its
sole discretion (which shall be conclusive) make any change in the form of
Warrant Certificate that it may deem appropriate and that does not affect the
substance thereof, and any Warrant Certificate thereafter issued or
countersigned, whether in exchange or substitution for an outstanding Warrant
Certificate or otherwise, may be in the form as so changed.
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ARTICLE IV
OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES
SECTION 4.1 No Rights as Warrant Securityholder Conferred by Warrants
or Warrant Certificates.
No Warrant Certificates or Warrant evidenced thereby shall entitle the
holder thereof to any of the rights of a holder of Warrant Securities,
including, without limitation, the right to vote at, or to receive notice of,
any meeting of shareholders of the Company; the consent of action or proceeding
of the Company; no such holder, by reason of the ownership or possession of a
Warrant or the Warrant Certificate representing the same, either at, before or
after exercising such Warrant, shall have any right to receive any cash
dividends, stock dividends, allotments or rights, or other distributions (except
as specifically provided herein), paid, allotted or distributed or distributable
to the shareholders of the Company prior to the date of the exercise of such
Warrant; and no such holder shall have any right not expressly conferred by the
Warrant or Warrant Certificate that such holder holds.
SECTION 4.2 Lost, Stolen, Mutilated or Destroyed Warrant Certificates.
Upon receipt by the Warrant Agent of evidence reasonably satisfactory
to it and the Company of the Ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of indemnity reasonably satisfactory
to the Warrant Agent and the Company, and, in the case of mutilation, upon
surrender thereof to the Warrant Agent for cancellation, then, in the absence of
notice to the Company or the Warrant Agent that such Warrant Certificate has
been acquired by a bona fide purchaser, the Company shall execute, and an
authorized officer of the Warrant Agent shall manually countersign and deliver,
in exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant
Certificate, a new Warrant Certificate of the same tenor and evidencing a like
number of Warrants. Upon the issuance of any new Warrant Certificate under this
Section, the Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Warrant Agent) in
connection therewith. Every substitute Warrant Certificate executed and
delivered pursuant to this Section in lieu of any lost, stolen or destroyed
Warrant Certificate shall represent an additional contractual obligation of the
Company, whether or not the lost, stolen or destroyed Warrant Certificate shall
be at any time enforceable by anyone, and shall be entitled to the benefits of
this Agreement equally and proportionately with any and all other Warrant
Certificates duly executed and delivered hereunder. The provisions of this
Section are exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement of mutilated, lost, stolen or
destroyed Warrant Certificates.
SECTION 4.3 Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of
a Warrant Certificate, without the consent of the Warrant Agent, the Trustee,
the holder of any Warrant Securities or the holder of any other Warrant
Certificate, may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce, or otherwise in respect of, his right to exercise the
Warrants evidenced by his Warrant Certificate in the manner provided in his
Warrant Certificate and in this Agreement.
SECTION 4.4 Reclassification, Consolidation, Merger, Sale or
Conveyance.
In case any of the following shall occur while any Warrants are
outstanding: (a) any reclassification or change of the outstanding shares of
Warrant Securities (other than a change in par value, or from par value to no
par value, or as a result of a subdivision or combination of the Warrant
Securities); or (b) any consolidation, merger or combination of the Company with
or into another corporation as a result of which holders of Warrant Securities
shall be entitled to receive stock, securities or other property or assets
(including cash) with respect to or in exchange for such Warrant Securities; or
(c) any sale or conveyance of the property or assets of the Company as, or
substantially as, an entirety to any other entity as a result of which holders
of Warrant Securities shall be entitled to receive stock, securities or other
property or assets (including cash) with respect to or in exchange for such
Warrant Securities; then the Company, or such successor or purchasing
corporation, as the case may be, shall make appropriate provision by amendment
of this Agreement or otherwise so that the holders of the Warrants then
8
outstanding shall have the right at any time thereafter, upon exercise of such
Warrants, to receive the kind and amount of shares of stock and other securities
and property or assets receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance as would be received by a
holder of the number of shares of Warrant Securities issuable upon exercise of
such Warrant immediately prior to such reclassification, change, consolidation,
merger, sale or conveyance, and, in the case of a consolidation, merger, sale or
conveyance the Company shall thereupon be relieved of any further obligation
hereunder or under the Warrants, and 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, any or all of the
Warrants issuable hereunder which theretofore shall not have been signed by the
Company, and may execute and deliver Warrant Securities in its own name, in
fulfillment of its obligations to deliver Warrant Securities upon exercise of
the Warrants. All the Warrants so issued shall in all respects have the same
legal rank and benefit under this Agreement as the Warrants theretofore or
thereafter issued in accordance with the terms of this Agreement as though all
of such Warrants had been issued at the date of the execution hereof. In any
case of any such reclassification, change, consolidation, merger, sale or
conveyance, such changes in phraseology and form (but not in substance) may be
made in the Warrants thereafter to be issued as may be appropriate.
The Warrant Agent may receive a written opinion of legal counsel as
conclusive evidence that any such reclassification, change, merger,
consolidation, sale or conveyance complies with the provisions of this Section
4.4.
ARTICLE V
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES
SECTION 5.1 Exchange and Transfer of Warrant Certificates.
[If Offered Securities with Warrants which are immediately detachable
-- Upon] [If Offered Securities with Warrants which are not immediately
detachable -- Prior to the Detachable Date, a Warrant Certificate may be
exchanged or transferred only together with the Offered Security to which the
Warrant Certificate was initially attached, and only for the purpose of
effecting, or in conjunction with, an exchange or transfer of such Offered
Security. Prior to any Detachable Date, each transfer of the Offered Security on
the register of the Offered Securities shall operate also to transfer the
related Warrant Certificates. After the Detachable Date, upon] surrender at the
corporate trust office of the Warrant Agent [or ________], Warrant Certificates
evidencing Warrants may be exchanged for Warrant Certificates in other
denominations evidencing such Warrants or the transfer thereof may be registered
in whole or in part; provided that such other Warrant Certificates evidence the
same aggregate number of Warrants as the Warrant Certificates so surrendered.
The Warrant Agent shall keep, at its corporate trust office [and at ________],
books in which, subject to such reasonable regulations as it may prescribe, it
shall register Warrant Certificates and exchanges and transfers of outstanding
Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant
Agent at its corporate trust office [or ________] for exchange or registration
of transfer, properly endorsed or accompanied by appropriate instruments of
registration of transfer and written instructions for transfer, all in form
satisfactory to the Company and the Warrant Agent. No service charge shall be
made for any exchange or registration of transfer of Warrant Certificates, but
the Company may require payment of a sum sufficient to cover any stamp or other
tax or other governmental charge that may be imposed in connection with any such
exchange or registration of transfer. Whenever any Warrant Certificates are so
surrendered for exchange or registration of transfer, an authorized officer of
the Warrant Agent shall manually countersign and deliver to the person or
persons entitled thereto a Warrant Certificate or Warrant Certificates duly
authorized and executed by the Company, as so requested. The Warrant Agent shall
not be required to effect any exchange or registration of transfer which will
result in the issuance of a Warrant Certificate evidencing a fraction of a
Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant
Certificates issued upon any exchange or registration of transfer of Warrant
Certificates shall be the valid obligations of the Company, evidencing the same
obligations, and entitled to the same benefits under this Agreement, as the
Warrant Certificate surrendered for such exchange or registration of transfer.
9
SECTION 5.2 Treatment of Holders of Warrant Certificates.
[If Offered Securities and Warrants are not immediately detachable --
Prior to the Detachable Date, the Company, the Warrant Agent and all other
persons may treat the owner of the Offered Security as the owner of the Warrant
Certificates initially attached thereto for any purpose or as the person
entitled to exercise the rights represented by the Warrants evidenced by such
Warrant Certificates, any notice to the contrary notwithstanding. After the
Detachable Date, and prior to due presentment of a Warrant Certificate for
registration for registration of transfer, the Company, the Warrant Agent and
all other persons may treat the holder of a Warrant Certificate 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 5.3 Cancellation of Warrant Certificates.
Any Warrant Certificates surrendered for exchange, registration of
transfer or exercise of the Warrants evidenced thereby shall, if surrendered to
the Company, be delivered to the Warrant Agent, and all Warrant Certificates
surrendered or so delivered to the Warrant Agent shall be promptly 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 exchange
or 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.
ARTICLE VI
CONCERNING THE WARRANT AGENT
SECTION 6.1 Warrant Agent.
The Company hereby appoints [_______] as Warrant Agent of the Company
in respect of the Warrants and the Warrant Certificates upon the terms and
subject to the conditions herein set forth; and [_______] hereby accepts such
appointment. The Warrant Agent shall have the powers and authority granted to
and conferred upon it in the Warrant Certificates and herein and such further
powers and authority to act on behalf of the Company as the Company may
hereafter grant to or confer upon it. All of the terms and provisions with
respect to such powers and authority contained in the Warrant Certificates are
subject to and governed by the terms and provisions hereof.
SECTION 6.2 Conditions of Warrant Agent's Obligations.
The Warrant Agent accepts its obligations herein set forth upon the
terms and conditions hereof, including the following, to all of which the
Company agrees and to all of which the rights hereunder of the holders from time
to time of the Warrant Certificates shall be subject:
(a) Compensation and Indemnification. The Company agrees promptly to
pay the Warrant Agent the compensation to be agreed upon with the Company for
all services rendered by the Warrant Agent and to reimburse the Warrant Agent
for reasonable out-of-pocket expenses (including reasonable counsel fees)
incurred by the Warrant Agent without negligence, bad faith or breach of this
Agreement on its part in connection with the services rendered hereunder by the
Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and
to hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Warrant Agent, arising out of or in
connection with its acting as Warrant Agent hereunder, as well as the costs and
expenses of defending against any claim of such liability.
(b) Agent for the Company. In acting under this Warrant Agreement and
in connection with the Warrant Certificates, the Warrant Agent is acting solely
as agent of the Company and does not assume any obligations or relationship of
agency or trust for or with any of the holders of Warrant Certificates or
beneficial owners of Warrants.
10
(c) Counsel. The Warrant Agent may consult with counsel satisfactory to
it, 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 accordance with the advice of such counsel.
(d) Documents. The Warrant Agent shall be protected and shall incur no
liability for or in respect of any action taken or thing suffered by it in
reliance upon any Warrant Certificate, notice, direction, consent, certificate,
affidavit, statement or other paper or document reasonably believed by it to be
genuine and to have been presented or signed by the proper parties.
(e) Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest in,
Warrants, with the same rights that it or they would have if it were not the
Warrant Agent hereunder, and, to the extent permitted by applicable law, it or
they may engage or be interested in any financial or other transaction with the
Company and may act on, or as depositary, trustee or agent for, any committee or
body of holders of Warrant Securities or other obligations of the Company as
freely as if it were not the Warrant Agent hereunder. Nothing in the Warrant
Agreement shall be deemed to prevent the Warrant Agent from acting as Trustee
under any of the Indentures.
(f) No Liability for Interest. Unless otherwise agreed with the
Company, the Warrant Agent shall have no liability for interest on any monies at
any time received by it pursuant to any of the provisions of this Agreement or
of the Warrant Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the Warrant
Certificates (except as to the Warrant Agent's countersignature thereon).
(h) No Responsibility for Representations. The Warrant Agent shall not
be responsible for any of the recitals or representations herein or in the
Warrant Certificates (except as to the Warrant Agent's countersignature
thereon), all of which are made solely by the Company.
(i) No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read into
this Agreement or the Warrant Certificates against the Warrant Agent. The
Warrant Agent shall not be under any obligation to take any action hereunder
which may tend to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured to it. The
Warrant Agent shall not be accountable or under any duty or responsibility for
the use by the Company of any of the Warrant Certificates authenticated by the
Warrant Agent and delivered by it to the Company pursuant to this Agreement or
for the application by the Company of the proceeds of the Warrant Certificates.
The Warrant Agent shall have no duty or responsibility in case of any default by
the Company in the performance of its covenants or agreements contained herein
or in the Warrant Certificates or in the case of the receipt of any written
demand from a holder of a Warrant Certificate with respect to such default,
including, without limiting the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any proceedings at law or
otherwise or, except as provided in Section 7.2 hereof, to make any demand upon
the Company.
SECTION 6.3 Resignation and Appointment of Successor.
(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 the Warrants have been exercised or are no longer
exercisable.
(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the date
on which its desired resignation shall become effective; provided that such date
shall not be less than 90 days after the date on which such notice is given
unless the Company otherwise agrees. The Warrant Agent hereunder may be removed
at any time by the filing with it of an instrument in writing signed by or on
behalf of the Company and specifying such removal and the date when it shall
become effective. Such resignation or removal shall take effect upon the
appointment by the Company, as hereinafter provided, of a successor Warrant
Agent (which shall be a bank or trust company in good standing authorized under
the laws of the jurisdiction of its organization to exercise corporate trust
powers) and the acceptance of such appointment by such
11
successor Warrant Agent. The obligation of the Company under Section 6.2(a)
shall continue to the extent set forth therein notwithstanding the resignation
or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or shall commence a voluntary case under the federal bankruptcy laws,
as now or hereafter constituted, or under any other applicable federal or state
bankruptcy, insolvency or similar law or shall consent to the appointment of or
taking possession by a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Warrant Agent or its property or
affairs, or shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they become due, or
shall take corporate action in furtherance of any such action, or a decree or
order for relief by a court having jurisdiction in the premises shall have been
entered in respect of the Warrant Agent in an involuntary case under the federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or similar law; or a decree or order by
a court having jurisdiction in the premises shall have been entered for the
appointment of a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or similar official) of the Warrant Agent or of its property or
affairs, or any public officer shall take charge or control of the Warrant Agent
or of its property or affairs for the purpose of rehabilitation, conservation,
winding up or liquidation, a successor Warrant Agent, qualified as aforesaid,
shall be appointed by the Company by an instrument in writing, filed with the
successor Warrant Agent. Upon the appointment as aforesaid of a successor
Warrant Agent and acceptance by the successor Warrant Agent of such appointment,
the Warrant Agent shall cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations of
such predecessor with like effect as if originally named Warrant Agent
hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay over,
and such successor Warrant Agent shall be entitled to receive, all monies,
securities and other property on deposit with or held by such predecessor, as
Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation to
which the Warrant Agent shall be a party, or any corporation to which
substantially all the assets and business of the Warrant Agent, provided that it
shall be qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto.
ARTICLE VII
MISCELLANEOUS
SECTION 7.1 Amendment.
(a) 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 any other provisions with respect to matters or
questions arising under this Agreement as the Company and the Warrant Agent may
deem necessary or desirable; provided that such action shall not affect
adversely the interests of the holders of the Warrant Certificates.
(b) The Company and the Warrant Agent may modify or amend this
Agreement (by means of an agreement supplemental hereto or otherwise) with the
consent of holders of Warrants constituting not less than a majority in number
of the then outstanding Warrants of all series affected by such modification or
amendment, for any purpose; provided, however, that no such modification or
amendment that changes the exercise price of the Warrants of any series, reduces
the amount receivable upon exercise, cancellation or expiration of the Warrants
other than in accordance with the antidilution provisions or other similar
adjustment provisions included in the terms of the
12
Warrants, shortens the period of time during which the Warrants of such series
may be exercised, or otherwise materially and adversely affects the exercise
rights of the affected holders or reduces the percentage of the number of
outstanding Warrants of such series, the consent of whose holders is required
for modification or amendment of this Agreement, may be made without the consent
of each holder affected thereby.
SECTION 7.2 Notices and Demands to the Company and Warrant Agent.
If the Warrant Agent shall receive any notice or demand addressed to
the Company by the holder of a Warrant Certificate pursuant to the provisions of
the Warrant Certificates, the Warrant Agent shall promptly forward such notice
or demand to the Company.
SECTION 7.3 Addresses.
Any communication from the Company to the Warrant Agent with respect to
this Agreement shall be addressed to [_____________], _____________, Attention:
____________________ and any communication from the Warrant Agent to the Company
with respect to this Agreement shall be addressed to Union Planters Corporation,
0000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx 00000, Attention: ________________ (or
such other address as shall be specified in writing by the Warrant Agent or by
the Company).
SECTION 7.4 Applicable Law.
The validity, interpretation and performance of this Agreement and each
Warrant Certificate issued hereunder and of the respective terms and provisions
thereof shall be governed by, and construed in accordance with, the laws of the
State of New York.
SECTION 7.5 Delivery of Prospectus.
The Company will furnish to the Warrant Agent sufficient copies of a
prospectus relating to the Warrant Securities deliverable upon exercise of the
Warrants (the "Prospectus"), and the Warrant Agent agrees that upon the exercise
of any Warrant, the Warrant Agent will deliver to the holder of the Warrant
Certificate evidencing such Warrant, prior to or concurrently with the delivery
of the Warrant Securities issued upon such exercise, a Prospectus. The Warrant
Agent shall not, by reason of any such delivery, assume any responsibility for
the accuracy or adequacy of such Prospectus.
SECTION 7.6 Obtaining of Governmental Approvals.
The Company will from time to time take all action which may be
necessary to obtain and keep effective any and all permits, consents and
approvals of governmental agencies and authorities and securities acts filings
under United States federal and state laws (including without limitation a
registration statement in respect of the Warrants and Warrant Securities under
the Securities Act of 1933), which may be or become requisite in connection with
the issuance, sale, transfer, and delivery of the Warrant Securities issued upon
exercise of the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrants or upon the expiration of
the period during which the Warrants are exercisable.
SECTION 7.7 Persons Having Rights under Warrant Agreement.
Nothing in this Agreement shall give to any person other than the
Company, the Warrant Agent and the holders of the Warrant Certificates any
right, remedy or claim under or by reason of this Agreement.
SECTION 7.8 Headings.
The descriptive headings of the several Articles and Sections of this
Agreement are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.
SECTION 7.9 Counterparts.
13
This Agreement may be executed in any number of counterparts, each of
which as so executed shall be deemed to be an original, but such counterparts
shall together constitute but one and the same instrument.
SECTION 7.10 Inspection of Agreement.
A copy of this Agreement shall be available at all reasonable times at
the principal corporate trust office of the Warrant Agent for inspection by the
holder of any Warrant Certificate. The Warrant Agent may require such holder to
submit his Warrant Certificate for inspection by it.
14
IN WITNESS WHEREOF, Union Planters Corporation and [_______] have
caused this Agreement to be signed by their respective duly authorized officers,
and their respective corporate seals to be affixed hereunto, and the same to be
attested by their respective Secretaries or one of their respective Assistant
Secretaries, all as of the day and year first above written.
UNION PLANTERS CORPORATION
By: _________________________________
Name:
Title:
Attest:_____________________________
Title:
[______________________________]
By:__________________________________
Name:
Title:
Attest: ____________________________
Title:
EXHIBIT A
FORM OF WARRANT CERTIFICATE
[Face of Warrant Certificate]
[Form of Legend if Offered Securities Prior to _______________ this Warrant
with Warrants which are not immediately Certificate cannot be transferred or
detachable. exchanged unless attached to a
[Title of Offered Securities]]
[Form of Legend if Warrants are not Prior to ________, Warrants evidenced
immediately exercisable by this Warrant Certificate cannot be
exercised.]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN
UNION PLANTERS CORPORATION
WARRANTS TO PURCHASE
[Title of Warrant Securities]
VOID AFTER 5 P.M. NEW YORK CITY TIME ON _______________
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 owner [if Offered Securities with Warrants which are not
immediately detachable -- , subject to the registered owner qualifying as a
"holder" of this Warrant Certificate, as hereinafter defined] to purchase, at
any time [after 5 P.M., New York City time, on _______________ and] on or before
5 P.M., New York City time, on _______________, _________ shares of [Common
Stock, par value $5.00 per share] (the "Warrant Securities"), of Union Planters
Corporation (the "Company"), issued and to be issued under the Indenture (as
hereinafter defined), on the following basis: during the period from
_______________ through and including _______________, the exercise price of
each Warrant will be $________ per share; during the period from _______________
through and including _______________, the exercise price of each Warrant will
be $________ per share (the "Warrant Price"). No adjustment shall be made for
any dividends on any Warrant Securities issuable upon exercise of any Warrant.
The holder may exercise the Warrants evidenced hereby by providing
certain information set forth on the back hereof, including any applicable
certifications if the Warrant Securities are issuable in bearer form, and by
paying in full [in lawful money of the United States of America] [applicable
currency] [in cash or by certified check or official bank check or by bank wire
transfer, in each case,] [by bank wire transfer] in immediately available funds,
the Warrant Price for each Warrant exercised to the Warrant Agent (as
hereinafter defined) and by surrendering this Warrant Certificate, with the
purchase form on the back hereof duly executed, at the corporate trust office of
[___________], or its successor as warrant agent (the "Warrant Agent"), [or
____________] currently at the address specified on the reverse hereof, and upon
compliance with and subject to the conditions set forth herein and in the
Warrant Agreement (as hereinafter defined).
The term "holder" as used herein shall mean [if Offered Securities with
Warrants which are not immediately detachable -- , prior to ____________ (the
"Detachable Date"), the registered owner of the Company's [title of Offered
Securities] to which this Warrant Certificate is initially attached, and after
such Detachable Date,] the person in whose name at the time this Warrant
Certificate shall be registered upon the books to be maintained by the Warrant
Agent for that purpose pursuant to Section 5.1 of the Warrant Agreement.
Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Securities in registered form in denominations
of ____________ and any integral multiples thereof. Upon
A-1
any exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the holder hereof a new Warrant
Certificate evidencing the number of Warrants remaining unexercised.
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 consents by acceptance hereof. Copies of the
Warrant Agreement are on file at the above-mentioned office of the Warrant Agent
[and at _______________].
The Warrant Securities to be issued and delivered upon the exercise of
the Warrants evidenced by this Warrant Certificate will be issued under and in
accordance with an indenture (the "Indenture"), dated as of [_____________,
20__, between the Company and Bank One Trust Company, N.A., as trustee (the
"Trustee"), and will be subject to the terms and provisions contained in the
Indenture. Copies of the Indenture and the form of the Warrant Securities are on
file at the corporate trust office of the Trustee [and at _______________].
[If Offered Securities with Warrants which are not immediately
detachable -- Prior to ____________, this Warrant Certificate may be exchanged
or transferred only together with the [Title of Offered Securities] ("Offered
Securities") to which this Warrant Certificate was initially attached, and only
for the purpose of effecting, or in conjunction with, an exchange or transfer of
such Offered Security. After such date, this] [if Offered Securities with
Warrants which are immediately detachable -- Transfer of this] Warrant
Certificate may be registered when this Warrant Certificate is surrendered at
the corporate trust office of the Warrant Agent [or ____________] by the
registered owner or his assigns, in person or by an attorney duly authorized in
writing, in the manner and subject to the limitations provided in the Warrant
Agreement.]
[If Offered Securities with Warrants which are not immediately
detachable -- Except as provided in the immediately preceding paragraph, after]
[If Offered Securities with Warrants which are immediately detachable or
Warrants alone -- After] countersignature by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent [or ____________]
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 Securities, including, without limitation,
the right to receive payments of principal of, premium, if any, or interest, if
any, on the Warrant Securities or to enforce any of the covenants of the
Indenture.
A-2
This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
UNION PLANTERS CORPORATION
By: __________________________
Name:
Title:
Attest: _______________________________
Title:
[____________________________]
By: ______________________________
Name:
Title:
Attest: _______________________________
Title:
A-3
[Reverse of Warrant Certificate]
Instructions for Exercise of Warrant
To exercise the Warrants evidenced hereby, the holder must pay in
[Dollars] [applicable currency] [in cash or by certified check or official bank
check or by bank wire transfer] [by bank wire transfer] [in immediately
available funds] the Warrant Price in full for Warrants exercised to
[__________], [corporate trust department] [insert address of Warrant Agent],
Attn. __________ [or ____________], which [payment] [wire transfer] must specify
the name of the holder and the number of Warrants exercised by such holder. In
addition, the holder must complete the information required below, including any
applicable certifications if the Warrant Securities are issuable in bearer form,
and present this Warrant Certificate in person or by mail (certified or
registered mail is recommended) to the Warrant Agent at the appropriate address
set forth below. This Warrant Certificate, completed and duly executed, must be
received by the Warrant Agent within five business days of the [payment] [wire
transfer].
To Be Executed Upon Exercise of Warrant
The undersigned hereby irrevocably elects to exercise ____________
Warrants, evidenced by this Warrant Certificate, to purchase ____________ shares
of the [Common Stock] (the "Warrant Securities") of Union Planters Corporation
and represents that he has tendered payment for such Warrant Securities in
[Dollars] [applicable currency] [in cash or by certified check or official bank
check or by bank wire transfer, in each case] [by bank wire transfer] in
immediately available funds to the order of Union Planters Corporation, c/o
[insert 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 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 the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.
Dated: ________________________ Name: ___________________________
________________________________ Address: ________________________
(Insert Social Security or other
Identifying Number of Holder)
Signature Guaranteed 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 Exchanges)
A-4
The Warrants evidenced hereby may be exercised at the following addresses:
By hand at
_____________________________
_____________________________
_____________________________
_____________________________
By mail at
_____________________________
_____________________________
_____________________________
_____________________________
[Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificate evidencing unexercised Warrants - complete as
appropriate.]
A-5
ASSIGNMENT
[Form of Assignment To Be Executed If Holder
Desires To Transfer Warrants Evidenced Hereby]
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
________________________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or Taxpayer I.D. or other Identifying Number of
Assignee)
________________________________________________________________________________
________________________________________________________________________________
(Please Print or Type Name and Address Including Postal Zip Code of Assignee)
the within Warrant Certificate and all rights thereunder, hereby irrevocably
constituting and appointing_________________________ attorney to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution in the premises.
Dated: ________________ Signature:_____________________________
NOTICE: The signature to this assignment must
correspond with the name as it appears upon
the face of the within Warrant Certificate in
every particular, without alteration or
enlargement or any change whatsoever.
Signature Guarantee: ___________________________________________
A-6
