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EXHIBIT 4.15
[FORM OF DEBT WARRANT AGREEMENT]
________________________________________________________________________________
THE ALLSTATE CORPORATION
and
____________________
As Warrant Agent
_________________
Warrant Agreement
Dated as of _________ __, ____
_________________
________________________________________________________________________________
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TABLE OF CONTENTS(1)
Page
Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I
ISSUANCE, EXECUTION AND COUNTERSIGNATURE
OF WARRANT CERTIFICATES
Section 1.1 Issuance of Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2 Form of Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.3 Execution and Authentication of
Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.4 Temporary Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.5 Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.6 Definition of Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE II
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
Section 2.1 Warrant Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.2 Duration of Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.3 Exercise of Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE III
[REGISTRATION,] EXCHANGE, TRANSFER AND
SUBSTITUTION OF WARRANT CERTIFICATES
Section 3.1 [Registration,] Exchange and Transfer
of Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.2 Mutilated, Destroyed, Lost or Stolen
Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 3.3 Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.4 Cancellation of Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
____________________
(1) The Table of Contents is not a part of the Warrant Agree-
ment.
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Page
ARTICLE IV
OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES
c
Section 4.1 No Rights as Holders of Warrant Debt
Securities Conferred by Warrants or
Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 4.2 Holder of Warrant Certificate May
Enforce Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE V
CONCERNING THE WARRANT AGENT
Section 5.1 Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 5.2 Conditions of Warrant Agent's
Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 5.3 Resignation, Removal and Appointment
of Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE VI
MISCELLANEOUS
Section 6.1 Consolidations and Mergers of the
Company and Sales, Leases and
Conveyances Permitted Subject to
Certain Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 6.2 Rights and Duties of Successor
Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 6.3 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 6.4 Notice and Demands to the Company
and Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 6.5 Addresses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6.6 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6.7 Delivery of Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6.8 Obtaining of Governmental Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6.9 Persons Having Rights under Warrant
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6.10 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 6.11 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 6.12 Inspection of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Testimonium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Exhibit A - Form of Warrant Certificate
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This WARRANT AGREEMENT, dated as of __________ __, ____,
between The Allstate Corporation, a corporation duly organized and existing
under the laws of the State of Delaware (the "Company"), and
_____________________, a __________ organized and existing under the laws of
_______________, as Warrant Agent (the "Warrant Agent").
WHEREAS, the Company has entered into an Indenture, dated as
of ____________ __, ____ (the "Indenture), with State Street Bank and Trust
Company, a Massachusetts trust company, as trustee (such trustee, and any
successors to such trustee, herein called the "Trustee"), providing for the
issuance from time to time of its unsecured and unsubordinated notes or other
evidences of senior indebtedness, to be issued in one or more series as
provided in the Indenture.
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:
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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) and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any securities exchange on which the
Warrant Certificates may be listed or as may, consistently herewith, be
determined by the officers executing such Warrant Certificates, as evidenced by
their execution of the Warrant Certificates.
Section 1.3 Execution and Authentication of Warrant
Certificates. The Warrant Certificates shall be executed on behalf of the
Company by its Chairman, 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 added before or after the title "Vice President") under its
corporate seal reproduced thereon attested to by its Treasurer or
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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.
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), 3.1 and 3.2) 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.
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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, 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 (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.
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
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be registered upon the books to be maintained by the Warrant Agent for that
purpose pursuant to Section 3.01]. [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. (2) 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 "Expira-
____________________
(2) Complete and modify the provisions of this Section as appro-
priate to reflect the exact terms of the Warrants and the
Warrant Debt Securities.
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tion 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 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.
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(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
[REGISTRATION,] EXCHANGE, TRANSFER AND
SUBSTITUTION OF WARRANT CERTIFICATES
Section 3.1 [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,
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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
for [transfer or] exchange, all in form satisfactory to the Company and the
Warrant Agent, such Warrant Certificates may be exchanged for other Warrant
Certificates [If registered Warrants -- or may be transferred in whole or in
part]; provided that Warrant Certificates issued in exchange for [or upon
transfer of] surrendered Warrant Certificates shall evidence the same aggregate
number of Warrants 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 3.2 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 therefore a new Warrant
Certificate of like tenor and principal amount and bearing a number not
contemporaneously outstanding. If there shall be delivered to the
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Company and the Warrant Agent (i) evidence to their satisfaction of the
destruction, loss or theft of any Warrant Certificate and of the ownership
thereof and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Warrant Agent that such Warrant Certificate has
been acquired by a bona fide purchaser, the Company shall execute and upon its
request an officer of the Warrant Agent shall manually authenticate and
deliver, in lieu of any such destroyed, lost or stolen Warrant Certificate, a
new Warrant Certificate of like tenor and principal amount and bearing a number
not contem- poraneously outstanding. Upon the issuance of any new Warrant
Certificate under this Section, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Warrant Agent) connected therewith. Every new Warrant Certificate issued
pursuant to this Section in lieu of any destroyed, lost or stolen Warrant
Certificate shall evidence an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Warrant Certificate shall
be at any time enforceable by anyone, and shall be entitled to all the benefits
of this Agreement equally and proportionately with any and all other Warrant
Certificates duly issued hereunder. The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Warrant Certificates.
Section 3.3 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
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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 3.4 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 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 IV
OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES
Section 4.1 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.
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Section 4.2 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 Warrant Certificate in the manner provided
in the Warrant Certificates and in this Agreement.
ARTICLE V
CONCERNING THE WARRANT AGENT
Section 5.1 Warrant Agent. The Company hereby appoints
________________________ as Warrant Agent of the Company in respect of the
Warrants and the Warrant Certificates upon the terms and subject to the
conditions herein set forth, and ____________________________ hereby accepts
such appointment. The Warrant Agent shall have the power and authority granted
to and conferred upon it in the Warrant Certificates and hereby and such
further power and authority to act on behalf of the Company as the Company may
hereafter grant to or confer upon it. All of the terms and provisions with
respect to such power and authority contained in the Warrant Certificates are
subject to and governed by the terms and provisions hereof.
Section 5.2 Conditions of Warrant Agent's Obligations. The
Warrant Agent accepts its obligations herein set forth, upon the terms and
conditions hereof, including the following, to all of which the Company agrees
and to all of which the rights hereunder of the Holders from time to time of
the Warrant Certificates shall be subject:
(a) Compensation and Indemnification. The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon with the
Company for all services rendered by the Warrant Agent and to reimburse the
Warrant Agent for reasonable out-of-pocket expenses (including counsel fees)
incurred by the Warrant Agent in
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connection with the services rendered hereunder by the Warrant Agent. The
Company also agrees to indemnify the Warrant Agent for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad
faith on the part of the Warrant Agent, arising out of or in connection with
its acting as such Warrant Agent hereunder, including the 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
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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
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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 6.4 hereof, to make any demand upon
the Company.
Section 5.3 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 5.3(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
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any petition filed by or against it under the provisions of any applicable
bankruptcy or similar law, or if any public officer shall have taken charge or
control of the Warrant Agent or of its property or affairs, a successor Warrant
Agent, qualified as aforesaid, shall be appointed by the Company by an
instrument in writing, filed with the successor Warrant Agent. Upon the
appointment as aforesaid of a successor Warrant Agent and acceptance by the
latter of such appointment, the Warrant Agent so superseded shall cease to be
Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder
shall execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer,
deliver and pay over, and such successor Warrant Agent shall be entitled to
receive, all monies, securities and other property on deposit with or held by
such predecessor, as Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent
hereunder may be merged or converted or any corporation with which the Warrant
Agent may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Warrant Agent shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Warrant Agent, provided that it shall be qualified as aforesaid, shall
be the successor Warrant Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties
hereto.
ARTICLE VI
MISCELLANEOUS
Section 6.1 Consolidations and Mergers of the Company and
Sales, Leases and Conveyances Permitted
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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.
Section 6.2 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 6.3 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. The Warrant Agent may, but shall not be obligated to,
enter into any amendment to this Agreement which affects the Warrant Agent's
own rights, duties or immunities under this Agreement or otherwise.
Section 6.4 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
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of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.
Section 6.5 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 Allstate Corporation, 0000 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx
00000, Attention: ________________ (or such other address as shall be specified
in writing by the Warrant Agent or by the Company).
Section 6.6 Governing Law. This Agreement and each Warrant
Certificate issued hereunder shall be governed by and construed in accordance
with the laws of the State of New York.
Section 6.7 Delivery of Prospectus. The Company will furnish
to the Warrant Agent sufficient copies of a prospectus, appropriately
supplemented, relating to the Warrant Debt Securities (the "Prospectus"), and
the Warrant Agent agrees that, upon the exercise of any Warrant Certificate,
the Warrant Agent will deliver to the person designated to receive Warrant Debt
Securities, prior to or concurrently with the delivery of such Securities, a
Prospectus.
Section 6.8 Obtaining of Governmental Approvals. The Company
will from time to time take all action which may be necessary to obtain and
keep effective any and all permits, consents and approvals of governmental
agencies and authorities and securities acts filings under United States
Federal and State laws (including, without limitation, the maintenance of the
effectiveness of a registration statement in respect of the Warrant Debt
Securities under the Securities Act to 1933, as amended), which may be or
become required in connection with exercise of the Warrant Certificates and the
original issuance and delivery of the Warrant Debt Securities.
Section 6.9 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
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confer upon, or give to, any person or corporation other than the Company, the
Warrant Agent and the Holders of the Warrant Certificates any right, remedy or
claim under or by reason of this Agreement or of any covenant, condition,
stipulation, promise or agreement hereof; and all covenants, conditions,
stipulations, promises and agreements in this Agreement contained shall be for
the sole and exclusive benefit of the Company and the Warrant Agent and their
successors and of the Holders of the Warrant Certificates.
Section 6.10 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 6.11 Counterparts. This Agreement may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.
Section 6.12 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 ALLSTATE CORPORATION
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 [Prior to __________, this Warrant
Debt Securities with Warrants Certificate may be transferred or
which are not immediately detachable: exchanged if and only if the [Title of
Offered Debt Security] to which it was
initially attached is so transferred or
exchanged.]
Form of Legend if Warrants [Prior to ____________, Warrants
are not immediately exercisable: evidenced by this Warrant Certificate
cannot be exercised.]
EXERCISABLE ONLY IF AUTHENTICATED BY THE WARRANT
AGENT AS PROVIDED HEREIN
VOID AFTER THE CLOSE OF BUSINESS ON _______ __, ____
THE ALLSTATE CORPORATION
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 __________ __,
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____, $_______ principal amount of [Title of Warrant Debt Securities] (the
"Warrant Debt Securities") of The Allstate Corporation (the "Company"), issued
or to be issued under the Indenture (as hereinafter defined), on the following
basis.* [During the period from ________ __, ____ through and including
________ __, ____, each Warrant shall entitle the Holder thereof, subject to
the provisions of this Agreement, to purchase from the Company the principal
amount of Warrant Debt Securities stated above in this Warrant Certificate at
the exercise price of ___% of the principal amount thereof [plus accrued
amortization, if any, of the original issue discount of the Warrant Debt
Securities] [plus accrued interest, if any, from the most recent date from
which interest shall have been paid on the Warrant Debt Securities or, if no
interest shall have been paid on the Warrant Debt Securities, from __________
__, ____]; [in each case, the original issue discount ($________ 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 (as hereinafter defined). This Warrant
Certificate may be exercised only for the purchase of Warrant Debt Securities
in the principal amount of [$1,000] or any integral multiple thereof.
__________________________________
* Complete and modify the following provisions as appropriate to reflect
the terms of the Warrants and the Warrant Debt Securities.
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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, dated as of ____________ __, ____
(the "Indenture"), between the Company and State Street Bank and Trust Company,
a Massachusetts trust company, 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
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___________ __, ____ (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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This Warrant Certificate shall not be valid or obligatory for
any purpose until authenticated by the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed under its corporate seal.
Dated: ____________ __, ____
THE ALLSTATE CORPORATION
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 Allstate Corporation and represents that he has tendered
payment for such Warrant Debt Securities [in cash or by certified check or
official bank check in New York Clearing House funds or by bank wire transfer
in immediately available funds] to the order of The Allstate Corporation, 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
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delivered to the undersigned unless otherwise specified in the instructions
below.
Dated:
Name___________________________________
__________________________________
(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 the
Warrant Certificate and must bear a
signature guarantee by a bank, 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 ______________________________________
______________________________________
______________________________________
______________________________________
(Instructions as to form and delivery of Warrant Debt Securities and/or Warrant
Certificates):
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[FORM OF ASSIGNMENT]
(TO BE EXECUTED TO TRANSFER
THE WARRANT CERTIFICATE)
FOR VALUE RECEIVED ____________________ hereby sells, assigns
and transfers unto
Please insert social security
or other identifying number
_____________________________
____________________________
(Please print name and
address including zip code)
________________________________________________________________________________
the right represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint ________________, Attorney, to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution.
Dated:
_______________________________________
Signature
(Signature must conform in all respects
to name of holder as specified
on the face of this Warrant Certificate
and must bear a signature guarantee
by a bank, trust company or member
broker of the New York, Chicago or
Pacific Stock Exchange)
Signature Guaranteed:
__________________________________]
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