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EXHIBIT 4.8
FORM OF DEBT SECURITIES WARRANT AGREEMENT
THE XXXXXXX-XXXXXXXX COMPANY
AND
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AS WARRANT AGENT
WARRANT AGREEMENT
DATED AS OF
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TABLE OF CONTENTS*
PAGE
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Parties ............................................................................... 1
Recitals ............................................................................... 1
ARTICLE I ISSUANCE, EXECUTION AND COUNTERSIGNATURE
WARRANT CERTIFICATES
Section 1.1 Issuance of Warrant Certificates............................................... 1
Section 1.2 Form of Warrant Certificates................................................... 1
Section 1.3 Execution and Authentication of Warrant Certificates........................... 1
Section 1.4 Temporary Warrant Certificates................................................. 2
Section 1.5 Payment of Taxes............................................................... 2
Section 1.6 Definition of Holder........................................................... 3
ARTICLE II WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
Section 2.1 Warrant Price.................................................................. 3
Section 2.2 Duration of Warrants........................................................... 3
Section 2.3 Exercise of Warrants........................................................... 3
ARTICLE III OTHER TERMS OF WARRANTS
Section 3.1 [Call of Warrants by the Company].............................................. 4
ARTICLE IV [REGISTRATION,] EXCHANGE, TRANSFER AND
SUBSTITUTION OF WARRANT CERTIFICATES
Section 4.1 [Registration,] Exchange and Transfer of Certificates.......................... 4
Section 4.2 Mutilated, Destroyed, Lost or Stolen Warrant Certificates...................... 5
Section 4.3 Persons Deemed Owners.......................................................... 5
Section 4.4 Cancellation of Warrant Certificates........................................... 5
ARTICLE V OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES
Section 5.1 No Rights as Holders of Warrant Debt Securities Conferred by
Warrants or Warrant Certificates............................................... 6
Section 5.2 Holder of Warrant Certificate May Enforce Rights............................... 6
ARTICLE VI CONCERNING THE WARRANT AGENT
Section 6.1 Warrant Agent.................................................................. 6
Section 6.2 Conditions of Warrant Agent's Obligations...................................... 6
Section 6.3 Resignation, Removal and Appointment of Successor.............................. 8
ARTICLE VII MISCELLANEOUS
Section 7.1 Consolidations and Mergers of the Company and Sales, Leases and
Conveyances Permitted Subject to Certain Conditions............................ 8
Section 7.2 Rights and Duties of Successor Corporation..................................... 8
Section 7.3 Amendment...................................................................... 9
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* The Table of Contents is not a part of the Warrant Agreement.
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Section 7.4 Notice and Demands to the Company and Warrant Agent............................ 9
Section 7.5 Notices to Warrantholders...................................................... 9
Section 7.6 Addresses...................................................................... 9
Section 7.7 Governing Law.................................................................. 9
Section 7.8 Delivery of Prospectus......................................................... 10
Section 7.9 Obtaining of Governmental Approvals............................................ 10
Section 7.10 Persons Having Rights under Warrant Agreement.................................. 10
Section 7.11 Headings....................................................................... 10
Section 7.12 Counterparts................................................................... 10
Section 7.13 Inspection of Agreement ....................................................... 10
Testimonium ............................................................................... 11
Signatures ............................................................................... 11
Exhibit A Form of Warrant Certificate.................................................... A-1
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THIS WARRANT AGREEMENT, dated as of __________, is between The
Xxxxxxx-Xxxxxxxx Company, a corporation duly organized and existing under the
laws of the State of Ohio (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 (the "Indenture")
dated as of ____________, ____ with [ ] as trustee (such trustee,
and any successors to such trustee, herein called the "Trustee"), providing for
the issuance from time to time, in one or more series, of its [Senior]
[Subordinated] Debt Securities; and
WHEREAS, the Company proposes to sell [IF OFFERED DEBT SECURITIES AND
WARRANTS -- [title of Debt Securities being offered] (the "Offered 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 ("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 to so 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 COUNTERSIGNATURE
OF WARRANT CERTIFICATES
Section 1.1 ISSUANCE OF WARRANT CERTIFICATES.
[IF WARRANTS ALONE -- Upon issuance, each Warrant Certificate shall
evidence one or more Warrants.] [IF OFFERED DEBT SECURITIES AND WARRANTS --
Warrant Certificates shall be [initially] issued in units with the Offered Debt
Securities and shall [not] be separately transferable [before ____________, ____
(the "Detachable Date")]. Each such unit shall consist of a Warrant Certificate
or Certificates evidencing an aggregate of ____ Warrants for each $___________
principal amount of Offered Debt Securities.] 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 1.2 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 form 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, with the execution thereof by such
officers conclusively evidencing such determination) 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,
with the execution thereof by such officers conclusively evidencing such
determination.
Section 1.3 EXECUTION AND AUTHENTICATION OF WARRANT CERTIFICATES.
The Warrant Certificates shall be executed on behalf of the Company by
its Chairman, its Chief Executive Officer, its President or one of its Vice
Presidents (any reference to a Vice President of the Company herein shall be
deemed to include any Vice President of the Company whether or not designated by
a number or a word or words
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added before or after the title "Vice President") under its corporate seal
reproduced thereon attested to by its Treasurer or Secretary or one of its
Assistant Treasurers or Assistant Secretaries. The signature of any of these
officers on the Warrant Certificates may be manual or facsimile. 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.
Warrant Certificates evidencing the right to purchase an aggregate
principal amount not exceeding $____________ of Warrant Debt Securities (except
as provided in Sections 1.4, 2.3(c), 4.1 and 4.2) 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 evidenced
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 the 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 1.4 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,
with the execution thereof by such officers conclusively evidencing such
determination.
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 (as defined
in Section 1.6 below). 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 1.5 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.
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Section 1.6 DEFINITION OF HOLDER.
The term "Holder" as used herein shall mean [IF OFFERED DEBT SECURITIES
AND WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE --, prior to the Detachable
Date, the registered owner of the Offered Debt Security to which such Warrant
Certificate was initially attached, and, after such Detachable Date,] [if bearer
Warrants, the bearer of such Warrant Certificates] [if registered Warrants, 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 4.1]. [IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT
IMMEDIATELY DETACHABLE -- Prior to the Detachable Date, the Company will, or
will cause the registrar of the Offered Debt Securities to, make available to
the Warrant Agent current information as to Holders of the Offered Debt
Securities.]
ARTICLE II
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
Section 2.1 WARRANT PRICE.*
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
exercise 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 a % annual rate,
computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve
30-day months].] Such exercise price of each Warrant is referred to in this
Agreement as the "Exercise Price."
Section 2.2 DURATION OF WARRANTS.
Any Warrant evidenced by a Warrant Certificate may be exercised at any
time, as specified herein, on or after [the date thereof] [ , ]
and at or before the close of business on , (the "Expiration
Date"). Each Warrant not exercised at or before the close of business 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 2.3 EXERCISE OF WARRANTS.
(a) During the period specified in Section 2.2, 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 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 surrender of the [specified aggregate amount of
[identified securities]] [by bank wire transfer in immediately available funds],
of the Exercise Price for each Warrant exercised. The date on which payment in
full of the Exercise 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
________________________
* Complete and modify the provisions of this Section as appropriate to reflect
the exact terms of the Warrants and the Warrant Debt Securities
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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 Security or 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 deliver
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
OTHER TERMS OF WARRANTS
Section 3.1 [CALL OF WARRANTS BY THE COMPANY.]*
[IF WARRANTS ISSUED HEREUNDER ARE CALLABLE BY THE COMPANY -- The
Company shall have the right to call and repurchase any or all Warrants on or
after ________, ____ (the "Call Date") and upon the occurrence of [discuss
events or circumstances under which Company may call the Warrants] (the "Call
Terms") at a price of $ ________ per Warrant (the "Call Price"). Notice of such
Call Price, Call Date and Call Terms shall be given to registered holders of
Warrants in the manner provided in Section 7.5.]
ARTICLE IV
[REGISTRATION,] EXCHANGE, TRANSFER AND
SUBSTITUTION OF WARRANT CERTIFICATES
Section 4.1 [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 transfers of outstanding Warrant Certificates].
[IF OFFERED 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 Offered 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 Offered Debt
Security. Additionally, on or prior to the Detachable Date, each transfer or
exchange of an Offered Debt Security [on the register of the Offered Debt
Securities] shall operate also to transfer or exchange the Warrant Certificate
or Certificates to which such Offered Debt Security was initially attached.
After the Detachable Date, upon] [IF OFFERED DEBT SECURITIES AND WARRANTS WHICH
ARE IMMEDIATELY DETACHABLE OR IF WARRANTS ALONE -- Upon] surrender 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
________________________
* Complete and modify the provisions of this Section as appropriate to reflect
the exact terms of the Warrants and the Warrant Debt Securities
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for [transfer or] exchange, all in a 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 as 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 a 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 4.2 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 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 or a protected 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 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 4.3 PERSONS DEEMED OWNERS.
[IF OFFERED 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 registered owner of any Offered 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
evidenced 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 of transfer,
the] [IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE
OR WARRANTS ALONE -- The] Company, the Warrant Agent and all other persons 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 4.4 CANCELLATION OF WARRANT CERTIFICATES.
Any Warrant Certificate surrendered for exchange [, transfer] or
exercise of the Warrants evidenced thereby shall, if surrendered to the Company,
be delivered to the Warrant Agent, and [IF WARRANT CERTIFICATES ARE ISSUED IN
BEARER FORM -- , except as provided below,] all Warrant Certificates surrendered
or so delivered to the Warrant Agent shall be promptly cancelled 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
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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 cancelled by the Warrant Agent. All cancelled
Warrant Certificates held by the Warrant Agent shall be disposed of, as
instructed by the Company, subject to applicable law.
ARTICLE V
OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES
Section 5.1 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 5.2 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 its own behalf and for its own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce or otherwise in respect of its right to exercise the Warrant
or Warrants evidenced by his or her Warrant Certificate in the manner provided
in the Warrant Certificates and in this Agreement.
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 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 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 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
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with its acting as such Warrant Agent hereunder, including the reasonable costs
and 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 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 unless
otherwise agreed to in writing by the Company and the Warrant Agent and except
for the negligence of the Warrant Agent.
(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 proceeding at law or
otherwise or, except as provided in Section 7.4 hereof, to make any demand upon
the Company.
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Section 6.3 RESIGNATION, REMOVAL 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 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 6.3(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 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 VII
MISCELLANEOUS
Section 7.1 CONSOLIDATIONS AND MERGERS OF THE COMPANY AND SALES, LEASES
AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS.
To the extent permitted in the Indenture, the Company may consolidate
with, or sell or convey all or substantially all of its assets to, or merge with
or into any other corporation.
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Section 7.2 RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.
In case of any such consolidation, merger, sale, lease or conveyance
and upon any such 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 7.3 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. Any amendment or
supplement to this Agreement or the Warrants that has a material adverse effect
on the interests of Holders of any series of Warrants shall require the written
consent of Holders of a majority of the then outstanding Warrants of such
series. The consent of each Holder of a Warrant affected shall be required for
any amendment pursuant to which the Warrant Price would be increased or the
number of Debt Securities purchasable upon exercise of Warrants would be
decreased. 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 7.4 NOTICE 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 7.5 NOTICES TO WARRANTHOLDERS.
Pursuant to Sections 3.1 [add other sections as applicable], the
Company shall cause written notice of such Call Price, Call Date and Call Terms
[reference other items as applicable], as the case may be, to be given as soon
as practicable to the Warrant Agent and to each of the registered holders of the
Warrant Certificates by first class mail, postage prepaid, at such holder's
address appearing on the Warrant Register. In addition to the written notice
referred to in the preceding sentence, the Company shall make a public
announcement in a daily morning newspaper of general circulation in __________
of such Call Price, Call Date, and Call Terms [reference other items as
applicable], as the case may be, at least once a week for two successive weeks
prior to the implementation of such terms.
Section 7.6 ADDRESSES.
Any communications from the Company to the Warrant Agent with respect
to this Agreement shall be addressed to___________ _________, Attention:
_____________________, and any communications from the Warrant Agent to the
Company with respect to this Agreement shall be addressed to The
Xxxxxxx-Xxxxxxxx Company, 000 Xxxxxxxx Xxxxxx, X.X., Xxxxxxxxx, Xxxx 00000,
Attention: Corporate Secretary (or such other address as shall be specified in
writing by the Warrant Agent or by the Company).
Section 7.7 GOVERNING LAW.
THIS AGREEMENT AND EACH WARRANT CERTIFICATE ISSUED HEREUNDER SHALL BE
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GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
Section 7.8 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 7.9 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, to
the extent required, the maintenance of the effectiveness of a registration
statement in respect of the Warrant Debt Securities under the Securities Act of
1933, as amended), which may be or become required in connection with the
exercise of the Warrant Certificates and the original issuance and delivery of
the Warrant Debt Securities.
Section 7.10 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 contained in this Agreement 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 7.11 HEADINGS.
The Article and Section headings herein and the Table of Contents are
for convenience of reference only and shall not affect the construction hereof.
Section 7.12 COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original; but such counterparts shall
together constitute but one and the same instrument.
Section 7.13 INSPECTION OF AGREEMENT.
A copy of this Agreement shall be available at all reasonable times at
the principal corporate trust office of the Warrant Agent [and at
_______________] for inspection by the Holder of any Warrant Certificate. The
Warrant Agent may require such Holder to submit its Warrant Certificate for
inspection by it.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, and their respective corporate seal to be hereunto affixed and
attested, all as of the day and year first above written.
THE XXXXXXX-XXXXXXXX COMPANY
By:_____________________________
Name:
Title:
[SEAL]
Attest:____________________
Name:
Title:
[NAME OF WARRANT AGENT]
By:_____________________________
Name:
Title:
[SEAL]
Attest:____________________
Name:
Title:
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EXHIBIT A
[FORM OF WARRANT CERTIFICATE]
[Face]
FORM OF LEGEND IF OFFERED DEBT [Prior to __________, this Warrant Certificate may be
SECURITIES WITH WARRANTS transferred or exchanged if and only if the [Title of
WHICH ARE NOT IMMEDIATELY DETACHABLE Offered Debt Securities] to which it was initially
attached is so transferred or exchanged.]
FORM OF LEGEND IF WARRANTS ARE NOT IMMEDIATELY [Prior to __________, Warrants evidenced by this
EXERCISABLE: Warrant Certificate cannot be exercised.]
EXERCISABLE ONLY IF AUTHENTICATED BY THE WARRANT
AGENT AS PROVIDED HEREIN
VOID AFTER THE CLOSE OF BUSINESS ON _______, ____
THE XXXXXXX-XXXXXXXX COMPANY
Warrant Certificate representing
Warrants to purchase
[Title of Warrant Debt Securities]
as described herein
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 OFFERED DEBT SECURITIES AND
WARRANTS WHICH 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 the close of business on
_________, ____, and] on or before the close of business on __________, ____
_______ principal amount of [Title of Warrant Debt Securities] (the "Warrant
Debt Securities") of The Xxxxxxx-Xxxxxxxx Company (the "Company"), issued or to
be issued under the Indenture (as hereinafter defined), on the following basis.*
Complete and modify the following provisions as appropriate to reflect the terms
of the Warrants and the Warrant Debt Securities. [During the period from
________, ____ through and including ________ ____, each Warrant shall entitle
the Holder thereof, subject to the provisions of the Warrant Agreement (as
defined below), to purchase from the Company the principal amount of Warrant
Debt Securities stated above in this Warrant Certificate at the exercise 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 a ___% annual rate, computed on a[n]
[semi-]annual basis[, using a 360-day year consisting of twelve 30-day months]
[(the "Exercise 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]] [by surrender of the
[specified aggregate principal amount of [identified securities]], the Exercise
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. This Warrant Certificate may be
exercised only for the purchase of Warrant Debt Securities in the principal
amount of [$1,000] or any integral
________________________
* Complete and modify the provisions of this Section as appropriate to reflect
the exact terms of the Warrants and the Warrant Debt Securities
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multiple thereof.
The term "Holder" as used herein shall mean [IF OFFERED DEBT SECURITIES
AND WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- , prior to ___________,
____ (the "Detachable Date"), the registered owner of the Company's [title of
Offered Debt Securities] to which such 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 for
that purpose pursuant to Section 3.01 of the Warrant Agreement].
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 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 at the
Warrant Agent [and at ____________].
The Warrant Debt Securities to be issued and delivered upon the
exercise of warrants evidenced by this Warrant Certificate will be issued under
and in accordance with an Indenture (the "Indenture"), dated as of ___________,
___ between the Company and ______________________________________________, as
trustee (such trustee, and any successors to such trustee, the "Trustee") and
will be subject to the terms and provisions contained in the Warrant Debt
Securities and in the Indenture. Copies of the Indenture, including the form of
the Warrant Debt Securities, are on file at the corporate trust office of the
Trustee [and at ____________________].
[IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE -- Prior to ___________, ____ (the "Detachable Date"), this Warrant
Certificate may be exchanged or transferred only together with the [title of
Offered Debt Security] (the "Offered 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 Offered Debt Security.
Additionally, on or prior to the Detachable Date each transfer of such Offered
Debt Security on the register of the Offered Debt Securities shall operate also
to transfer this Warrant Certificate. After the Detachable Date, this] [IF
OFFERED DEBT SECURITIES AND WARRANTS WHICH 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 OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE -- Except as provided in the immediately preceding paragraph, after]
[IF OFFERED DEBT SECURITIES AND WARRANTS WHICH 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 at the Warrant Agent [or at
_______________] for Warrant Certificates representing the same aggregate number
of Warrants.
This Warrant Certificate shall not entitle the [bearer] [registered
owner] hereof to any of the rights of a [registered] [holder] of the Warrant
Debt Securities, including, without limitation, the right to receive payments of
principal (and premium, if any) or interest, if any, on the Warrant Debt
Securities or to enforce any of the covenants of the Indenture.
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.
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.
Dated:__________
THE XXXXXXX-XXXXXXXX COMPANY
By:______________________________
Name:
Title:
Attest:
______________________________________
Certificate of Authentication
This is one of the Warrant Certificates referred to in the within-mentioned
Warrant Agreement.
______________________________________
As Warrant Agent
By:___________________________________
Authorized Signature
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[FORM OF WARRANT CERTIFICATE]
[REVERSE]
(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 or by bank wire transfer in immediately available
funds], the Exercise Price in full for each of the Warrants exercised, to
_______________, Corporate Trust Department, ______________, Attn: _____________
[or ________________], 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 The
Xxxxxxx-Xxxxxxxx Company 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 or by bank wire transfer in immediately available
funds] to the order of The Xxxxxxx-Xxxxxxxx Company, c/o Treasurer, 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.
Dated:________________
Name: ___________________________ _____________________
(Please Print) (Insert Social Security or Other Identifying Number of Holder)
Address:_______________________________
_______________________________
_______________________________
_________________________
Signature
[If registered Warrant -- (Signature must conform in all respects to name of
holder as specified on the face of this Warrant and must bear a signature
guarantee by a trust company or member broker of the New York, Chicago or
Pacific Stock Exchange.)]
This Warrant may be exercised at the following addresses:
By hand at: ____________________ By mail at ___________________
____________________ ___________________
____________________ ___________________
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(Instructions as to form and delivery of
Warrant Debt Securities and/or
Warrant Certificates):
[FORM OF ASSIGNMENT]
(TO BE EXECUTED TO TRANSFER
THE WARRANT CERTIFICATE)
FOR VALUE RECEIVED _______________ hereby sells, assigns and transfers
unto
___________________
___________________
___________________
Please print name and address
(including zip code)
Please insert social security or other identifying number
___________________
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 and must bear a signature guarantee by a trust company or
member broker of the New York, Chicago or Pacific Stock Exchange.)
Signature Guaranteed:
___________________
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