Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 94 541K
Pursuant to a Transaction
2: EX-1.1 Underwriting Agreement 27 124K
7: EX-4.11 Instrument Defining the Rights of Security Holders 25 89K
8: EX-4.13 Instrument Defining the Rights of Security Holders 8 29K
9: EX-4.14 Instrument Defining the Rights of Security Holders 15 50K
3: EX-4.3 Instrument Defining the Rights of Security Holders 76 310K
4: EX-4.4 Instrument Defining the Rights of Security Holders 83 334K
5: EX-4.7 Instrument Defining the Rights of Security Holders 29 101K
6: EX-4.9 Instrument Defining the Rights of Security Holders 23 82K
10: EX-5.1 Opinion re: Legality 4 21K
11: EX-12 Statement re: Computation of Ratios 1 11K
12: EX-23.2 Consent of Experts or Counsel 1 7K
13: EX-24 Power of Attorney 2 14K
14: EX-25.1 Statement re: Eligibility of Trustee 5 19K
EX-4.11 — Instrument Defining the Rights of Security Holders
Exhibit Table of Contents
EXHIBIT 4.11
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DAIN RAUSCHER CORPORATION
AND
____________________, AS WARRANT AGENT
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DEBT SECURITIES
WARRANT AGREEMENT
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DATED AS OF ________, ____
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TABLE OF CONTENTS
[Download Table]
PAGE
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Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I
ISSUANCE, EXECUTION AND AUTHENTICATION
OF WARRANT CERTIFICATES
SECTION 1.01. Issuance of Warrant Certificates. . . . . . . . . . . . 2
SECTION 1.02. Form of Warrant Certificates. . . . . . . . . . . . . . 2
SECTION 1.03. Execution and Authentication of Warrant Certificates. . 2
SECTION 1.04. Temporary Warrant Certificates. . . . . . . . . . . . . 3
SECTION 1.05. Payment of Taxes. . . . . . . . . . . . . . . . . . . . 4
SECTION 1.06. Definition of Holder. . . . . . . . . . . . . . . . . . 4
ARTICLE II
WARRANT PRICE, DURATION AND
EXERCISE OF WARRANTS
SECTION 2.01. Warrant Price . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.02. Duration of Warrants. . . . . . . . . . . . . . . . . . 5
SECTION 2.03. Exercise of Warrants. . . . . . . . . . . . . . . . . . 5
ARTICLE II
[REGISTRATION;] EXCHANGE, TRANSFER AND
SUBSTITUTION OF WARRANT CERTIFICATES
SECTION 3.01. [Registration;] Exchange and Transfer of Warrant
Certificates. . . . . . . . . . . . . . . . . . . . . . 6
SECTION 3.02. Mutilated, Destroyed, Lost or Stolen Warrant
Certificates. . . . . . . . . . . . . . . . . . . . . . 7
SECTION 3.03. Persons Deemed Owners . . . . . . . . . . . . . . . . . 8
SECTION 3.04 Cancellation of Warrant Certificates. . . . . . . . . . 8
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ARTICLE IV
OTHER PROVISIONS RELATING TO RIGHTS OF
HOLDERS OF WARRANT CERTIFICATES
SECTION 4.01. No Rights as Holders of Warrant Debt Securities
Conferred by Warrants or Warrant Certificates . . . . . 8
SECTION 4.02. Holder of Warrant Certificate May Enforce Rights. . . . 8
ARTICLE V
CONCERNING THE WARRANT AGENT
SECTION 5.01. Warrant Agent . . . . . . . . . . . . . . . . . . . . . 9
SECTION 5.02. Conditions of Warrant Agent's Obligations . . . . . . . 9
SECTION 5.03. Resignation, Removal and Appointment of Successor . . . 11
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. Rights and Duties of Successor Corporation. . . . . . . 13
SECTION 6.02. Amendment . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 6.03. Notices and Demands to the Corporation and Warrant
Agent . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 6.04 Addresses . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 6.05. Governing Law . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.06. Delivery of Prospectus. . . . . . . . . . . . . . . . . 14
SECTION 6.07. Obtaining of Governmental Approvals . . . . . . . . . . 14
SECTION 6.08. Persons Having Rights Under Warrant Agreement . . . . . 14
SECTION 6.09. Headings. . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.10 Counterparts. . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.11. Inspection of Agreement . . . . . . . . . . . . . . . . 15
Testimonium . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Exhibit A - Form of Warrant Certificate. . . . . . . . . . . . . . . . . A-1
ii
DAIN RAUSCHER CORPORATION
FORM OF DEBT SECURITIES WARRANT AGREEMENT
DEBT SECURITIES WARRANT AGREEMENT, dated as of _____________ , ___ between
Dain Rauscher Corporation, a corporation duly organized and existing under the
laws of the State of Delaware (the "Company") and _________________, a
[corporation] [national banking association] organized and existing under the
laws of ___________________, as Warrant Agent (herein called the "Warrant
Agent").
WHEREAS, the Company has entered into an indenture dated as of [__________
(the "Senior Indenture"), with _____________, as trustee (such trustee, and any
successors to such trustee, herein called the "Senior Trustee"), providing for
the issuance from time to time of its unsecured and unsubordinated debt
securities, to be issued in one or more series as provided in the Senior
Indenture (the "Debt Securities");] [__________ (the "Subordinated Indenture"),
with _______________, as trustee (such trustee, and any successors to such
trustee, herein called the "Subordinated Trustee"), providing for the issuance
from time to time of its subordinated debt securities, to be issued in one or
more series as provided in the Subordinated Indenture (the "Debt Securities");]
WHEREAS, the Company proposes to sell [IF OTHER DEBT SECURITIES AND
WARRANTS --title of Debt Securities being offered (the "Other Debt Securities")
with] warrant certificates (such warrant certificates and other warrant
certificates issued pursuant to this Agreement herein called the "Warrant
Certificates") evidencing one or more warrants (the "Warrants" or, individually,
a "Warrant" representing the right to purchase [title of Debt Securities
purchasable through exercise of Warrants] (the "Warrant Debt Securities"); and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, exchange, exercise and replacement of the Warrant Certificates, and in
this Agreement wishes to set forth, among other things, the form and provisions
of the Warrant Certificates and the terms and conditions on which they may be
issued, exchanged, exercised and replaced;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
ISSUANCE, EXECUTION AND AUTHENTICATION OF
WARRANT CERTIFICATES
SECTION 1.01. ISSUANCE OF WARRANT CERTIFICATES. [IF WARRANTS ALONE--Upon
issuance, each Warrant Certificate shall evidence one or more Warrants.] [IF
OTHER DEBT SECURITIES AND WARRANTS--Warrant Certificates shall be [initially]
issued in units with the Other Debt Securities and shall [not] be separately
transferable [before _____, __ (the "Detachable Date"). The Warrant Certificate
or Certificates included in each such unit shall evidence an aggregate of
_______ Warrants for each $______ principal amount of Other Debt Securities
included in such unit.] Each Warrant evidenced thereby shall represent the
right, subject to the provisions contained herein and therein, to purchase
Warrant Debt Securities in the aggregate principal amount of $_________.
SECTION 1.02. FORM OF WARRANT CERTIFICATES. The Warrant Certificates
(including the Form(s) of Exercise [and Assignment] to be set forth on the
reverse thereof) shall be in substantially the from set forth in Exhibit A
hereto, shall be printed, lithographed or engraved on steel engraved borders (or
in any other manner determined by the officers executing such Warrant
Certificates, as evidenced by their execution of such Warrant Certificates) and
may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may be required to comply with any law or with
any rule or regulation made pursuant thereto or with any rule or regulation of
any securities exchange on which the Warrant Certificates may be listed or as
may, consistently herewith, be determined by the officers executing such Warrant
Certificates, as evidenced by their execution of the Warrant Certificates.
SECTION 1.03. EXECUTION AND AUTHENTICATION OF WARRANT CERTIFICATES. The
Warrant Certificates shall be executed on behalf of the Company by its Chairman
of the Board, it President or one of its Vice Presidents under its corporate
seal reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Warrant Certificates
may be manual or facsimile.
Warrant Certificates evidencing the right to purchase an aggregate
principal amount not exceeding $______ of Warrant Debt Securities (except as
provided in Section 1.04, 2.03(c), 3.01 and 3.02) may be executed by the Company
and delivered to the Warrant Agent upon the execution of this Warrant Agreement
or from time to time thereafter. The Warrant Agent shall, upon receipt of
Warrant Certificates duly executed on behalf of the Company, authenticate
Warrant Certificates evidencing Warrants representing the right to purchase up
to $_____ aggregate principal
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amount of Warrant Debt Securities and shall deliver such Warrant Certificates to
or upon the order of the Company. Subsequent to such original issuance of the
Warrant Certificates, the Warrant Agent shall authenticate a Warrant Certificate
only if the Warrant Certificate is issued in exchange or substitution for one or
more previously authenticated Warrant Certificates [IF REGISTERED WARRANTS--or
in connection with their transfer], as hereinafter provided.
Each Warrant Certificate shall be dated the date of its authentication by
the Warrant Agent.
No Warrant Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose, and no Warrant evidence
thereby shall be exercisable, until such Warrant Certificate has been
authenticated by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence, and the only evidence, that the Warrant Certificate so
authenticated has been duly issued hereunder.
Warrant Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Warrant
Certificates or did not hold such offices at the date of such Warrant
Certificates.
SECTION 1.04. TEMPORARY WARRANT CERTIFICATES. Pending the preparation of
definitive Warrant Certificates, the Company may execute, and upon the order of
the Company the Warrant Agent shall authenticate and deliver, temporary Warrant
Certificates which are printed, lithographed, typewritten, mimeographed or
otherwise produced substantially of the tenor of the definitive Warrant
Certificates in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Warrant Certificates may determine, as evidenced by their
execution of such Warrant Certificates.
If temporary Warrant Certificates are issued, the Company will cause
definitive Warrant Certificates to be prepared without unreasonable delay.
After the preparation of definitive Warrant Certificates, the temporary Warrant
Certificates shall be exchangeable for definitive Warrant Certificates upon
surrender of the temporary Warrant Certificates at the corporate trust office of
the Warrant Agent [or ___________], without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Warrant Certificates,
the Company shall execute and the Warrant Agent shall authenticate and deliver
in exchange therefor definitive Warrant Certificates representing the same
aggregate number of Warrants. Until so exchanged, the temporary Warrant
Certificates shall in all respects be entitled to the same benefits under this
Agreement as definitive Warrant Certificates.
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SECTION 1.05. PAYMENT OF TAXES. The Company will pay all stamp taxes and
other duties, if any, to which, under the laws of the United States of America
or any State or political subdivision thereof, this Agreement or the original
issuance of the Warrant Certificates may be subject.
SECTION 1.06. DEFINITION OF HOLDER. The term "Holder" as used herein
shall mean [IF OTHER DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE--, prior to the Detachable Date, the [bearer] [registered owner] of
the Other Debt Securities to which such Warrant Certificates was initially
attached, and, after such Detachable Date,] [the bearer of such Warrant
Certificate] [the person in whose name at the time such Warrant Certificate
shall be registered upon the books to be maintained by the Warrant Agent for
that purpose pursuant to Section 3.01.]. [IF OTHER DEBT SECURITIES AND WARRANTS
WHICH ARE NOT IMMEDIATELY DETACHABLE--Prior to the Detachable Date, the Company
will, or will cause the registrar of the Other Debt Securities to make available
to the Warrant Agent current information as to Holders of the Other Debt
Securities.]
ARTICLE II
WARRANT PRICE, DURATION AND
EXERCISE OF WARRANTS
SECTION 2.01. WARRANT PRICE/(1)/ During the period from ______, __ through
and including __________, ___, each Warrant shall entitle the Holder thereof,
subject to the provisions of this Agreement, to purchase from the Company the
principal amount of Warrant Debt Securities stated in the Warrant Certificate at
the Warrant Price of ____% of the principal amount thereof [plus accrued
amortization, if any, of the original issue discount of the Warrant Debt
Securities] [plus accrued interest, if any, from the most recent date from which
interest shall have been paid on the Warrant Debt Securities or, if no interest
shall have been paid on the Warrant Debt Securities, from ________, ____].
During the period from ____________, ___ through and including ___________, ___,
each Warrant shall entitled the Holder thereof, subject to the provisions of
this Agreement, to purchase from the Company the principal amount of Warrant
Debt Securities stated in the Warrant Certificate at the Warrant Price of _____%
of the principal amount thereof [plus accrued amortization, if any, of the
original issue discount of the Warrant] [plus accrued interest, if any, from the
most recent date from which interest shall have been paid on the Warrant Debt
Securities or, if no interest shall have been paid on the Warrant Debt
Securities, from _________, __]. [In each case, the original issue discount
($_____ for each $1,000 principal amount of
____________________
(1)/Complete and modify the provision of this Section as appropriate to reflect
the exact terms of the Warrants and the Warrant Debt Securities.
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Warrant Debt Securities) will be amortized at a ____% annual rate, computed on
a[n] [semi-] annual basis [using a 360-day year consisting of twelve 30-day
months].] Such Warrant Price of each Warrant is referred to in this Agreement
as the "Warrant Price."
SECTION 2.02. DURATION OF WARRANTS. Any Warrant evidence by a Warrant
Certificate may be exercised at any time, as specified herein, on or after [the
date thereof] [______, ___] and at or before [__________] p.m., [City] time, on
_______, ___, (the "Expiration Date"). Each Warrant not exercised at or before
such time on the Expiration Date shall become void, and all rights of the Holder
of the Warrant Certificate evidencing such Warrant under this Agreement or
otherwise shall cease.
SECTION 2.03. EXERCISE OF WARRANTS. (a) During the period specified in
Section 2.02, any whole number of Warrants may be exercised by surrendering the
Warrant Certificate evidencing such Warrants at the place or at the places set
forth in the Warrant Certificate, with the purchase form set forth in the
Warrant Certificate duly executed, accompanied by payment in full, in lawful
money of the United States of America, [in cash or by certified check or
official bank check in New York Clearing House funds] [by wire transfer in
immediately available funds], of the Warrant Price for each Warrant exercised.
The date on which payment in full of the Warrant Price for a Warrant and the
duly executed and completed Warrant Certificate are received by the Warrant
Agent shall be deemed to be the date on which such Warrant is exercised. The
Warrant Agent shall deposit all funds received by it as payment for the exercise
of Warrants to the account of the Company maintained with it for such purpose
and shall advise the Company by telephone at the end of each day on which such a
payment is received of the amount so deposited to its account. The Warrant
Agent shall promptly confirm such telephonic advice to the Company in writing.
(b) The Warrant Agent shall from time to time, as promptly as
practicable after the exercise of any Warrants in accordance with the terms
and conditions of this Agreement and the Warrant Certificates, advise the
Company and the Trustee of (i) the number of Warrants so exercised, (ii)
the instructions of each Holder of the Warrant Certificates evidencing such
Warrants with respect to delivery of the Warrant Debt Securities to which
such Holder is entitled upon such exercise, and instructions of such Holder
as to delivery of Warrant Certificates evidencing the balance, if any, of
the Warrants remaining after such exercise, and (iii) such other
information as the Company or the Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrants, the
Company shall issue, pursuant to the Indenture, in authorized
denominations, to or upon the order of the Holder of the Warrant
Certificate evidencing such Warrants, the Warrant Debt Securities to which
such Holder
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is entitled in fully registered form, registered in such name or names as
may be directed by such Holder; and, if fewer than all of the Warrants
evidenced by such Warrant Certificate were exercised, the Company shall
execute and an authorized officer of the Warrant Agent shall manually
authenticate and deliver a new Warrant certificate evidencing the number of
Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax
or other governmental charge required to be paid in connection with any
transfer involved in the issue of the Warrant Debt Securities; and in the
event that any such transfer is involved, the Company shall not be required
to issue or delivery any Warrant Debt Securities until such tax or other
charge shall have been paid or it has been established to the Company's
satisfaction that no such tax or other charge is due.
ARTICLE III
[REGISTRATION;] EXCHANGE, TRANSFER AND
SUBSTITUTION OF WARRANT CERTIFICATES
SECTION 3.01. [REGISTRATION;] EXCHANGE AND TRANSFER OF WARRANT
CERTIFICATES. [IF REGISTERED WARRANTS--The Warrant Agent shall keep, at its
corporate trust office [and at ________], books in which, subject to such
reasonable regulations as it may prescribe, it shall register Warrant
Certificates and transfer of outstanding Warrant Certificates.]
[IF OTHER DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE--Prior to the Detachable Date, a Warrant Certificate may be exchanged
or transferred only together with the Other Debt Security to which such Warrant
Certificate was initially attached, and only for the purpose of effecting, or in
conjunction with, an exchange or transfer of such Other Debt Securities.
Additionally, on or prior to the Detachable Date, each transfer of an Other Debt
Security [on the register of the Other Debt Securities] shall operate also to
transfer the Warrant Certificate or Certificates to which such Other Debt
Security was initially attached. After the Detachable Date, upon] [IF OTHER
DEBT SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR IF WARRANTS
ALONE--Upon] current at the corporate trust office of the Warrant Agent [or
________] of Warrant Certificates properly endorsed [or accompanied by
appropriate instruments of transfer] and accompanied by written instructions for
[transfer or] exchange, all in form satisfactory to the Company and the Warrant
Agent, such Warrant Certificates may be exchanged for other Warrant Certificates
[IF REGISTERED WARRANTS--or may be transferred in whole or in part]; provided
that Warrant Certificates issued in exchange for [or upon transfer of]
surrendered Warrant Certificates shall evidence the same aggregate number of
Warrants and the
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Warrant Certificates so surrendered. No service charge shall be made for any
exchange [or transfer] of Warrant Certificates, but the Company may require
payment of a sum sufficient to cover any stamp or other tax or governmental
charge that may be imposed in connection with any such exchange [or transfer].
Whenever any Warrant certificates are so surrendered for exchange [or transfer],
the Company shall execute and an authorized officer of the Warrant Agent shall
manually authenticate and deliver to the person or persons entitled thereto a
Warrant Certificate or Warrant Certificates as so requested. The Warrant Agent
shall not be required to effect any exchange [or transfer] which would result in
the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a
number of full Warrants and a fraction of Warrant. All Warrant Certificates
issued upon any exchange [or transfer] of Warrant Certificates shall evidence
the same obligations, and be entitled to the same benefits under this Agreement,
as the Warrant Certificates surrendered for such exchange [or transfer].
SECTION 3.02. MUTILATED, DESTROYED, LOST OR STOLEN WARRANT CERTIFICATES.
If any mutilated Warrant Certificate is surrendered to the Warrant Agent, the
Company shall execute and an officer of the Warrant Agent shall manually
authenticate and deliver in exchange therefor a new Warrant Certificate of like
tenor and principal amount and bearing a number not contemporaneously
outstanding. If there shall be delivered to the Company and the Warrant Agent
(i) evidence to their satisfaction of the destruction, loss or theft of any
Warrant Certificate and of the ownership thereof and (ii) such security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute and upon its request an officer of the
Warrant Agent shall manually authenticate and deliver, in lieu of any such
destroyed, lost or stolen Warrant Certificate, a new Warrant Certificate of like
tenor and principal amount and bearing a number not contemporaneously
outstanding, upon the issuance of any new Warrant Certificate under this
Section, the Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Warrant Agent) connected
therewith. Every new Warrant Certificate issued pursuant to this Section in
lieu of any destroyed, lost or stolen Warrant Certificate shall evidence an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Warrant Certificate shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Agreement equally
and proportionately with any and all other Warrant Certificates duly issued
hereunder. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Warrant Certificates.
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SECTION 3.03. PERSONS DEEMED OWNERS. [IF OTHER DEBT SECURITIES AND
WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE--Prior to the Detachable Date, the
Company, the Warrant Agent and all other persons may treat the owner of any
Other Debt Security as the owner of the Warrant Certificates initially attached
thereto for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidence by such Warrant Certificates, any notice to
the contrary notwithstanding. After the Detachable Date,] [IF REGISTERED
WARRANTS--and prior to due presentment of a Warrant Certificate for registration
or transfer,] the Company, the Warrant Agent and all other person may treat the
Holder as the owner thereof for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced thereby, any notice to
the contrary notwithstanding.
SECTION 3.04. CANCELLATION OF WARRANT CERTIFICATES. Any Warrant
Certificate surrendered for exchange [, transfer] or exercise of the Warrants
evidenced thereby shall, if surrendered to the Corporation, be delivered to the
Warrant Agent, and [IF WARRANT CERTIFICATES ARE ISSUED IN BEARER FORM--, except
as provided bellow,] all Warrant Certificates surrendered or so delivered to the
Warrant Agent shall be promptly canceled by it and shall not be reissued and,
except as expressly permitted by this Agreement, no Warrant Certificate shall be
issued hereunder in lieu or in exchange thereof. [IF WARRANT CERTIFICATES ARE
ISSUED IN BEARER FORM--Warrant Certificates delivered to the Warrant Agent in
exchange for Warrant Certificates of other denominations may be retained by the
Warrant Agent for reissue as authorized hereunder.] The Company may at any time
deliver to the Warrant Agent for cancellation any Warrant Certificates
previously issued hereunder which the Company may have acquired in any manner
whatsoever, and all Warrant Certificates so delivered shall be promptly canceled
by the Warrant Agent. All canceled Warrant certificates held by the Warrant
Agent shall be destroyed by it unless by written order the Company requests
their return to it.
ARTICLE IV
OTHER PROVISIONS RELATING TO
RIGHTS OF HOLDERS OR WARRANT CERTIFICATES
SECTION 4.01. NO RIGHTS AS HOLDERS OF WARRANT DEBT SECURITIES CONFERRED BY
WARRANTS OR WARRANT CERTIFICATES. No Warrant Certificate or Warrant evidenced
thereby shall entitle the Holder thereof to any of the rights of a Holder of the
Warrant Debt Securities, including, without limitation, the right to receive the
payment of principal of (or premium, if any) or interest, if any, on the Warrant
Debt Securities or to enforce any of the covenants in the Indenture.
SECTION 4.02. HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS.
Notwithstanding any of the provisions of this Agreement, any Holder of any
Warrant Certificate, without the consent of the Warrant Agent, the Trustee, the
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holder of any Warrant Debt Securities or the Holder of any other Warrant
Certificate, may, on his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce or otherwise in respect of, his right to exercise the
Warrant or Warrants evidenced by this Warrant Certificate in the manner provided
in the Warrant Certificates and in this Agreement.
ARTICLE V
CONCERNING THE WARRANT AGENT
SECTION 5.01. WARRANT AGENT. The Company hereby appoints __________ as
Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth, and
__________ hereby accepts such appointment. The Warrant Agent shall have the
power and authority granted to and conferred upon it in the Warrant Certificates
and hereby and such further power and authority to act on behalf of the Company
as the Company may hereafter grant to or confer upon it All of the terms and
provisions with respect to such power and authority contained in the Warrant
Certificates are subject to and governed by the terms and provisions hereof.
SECTION 5.02. CONDITIONS OF WARRANT AGENT'S OBLIGATIONS. The Warrant
Agent accepts its obligations herein set forth, upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the Holders from time to time of the Warrant
Certificates shall be subject:
(a) COMPENSATION AND INDEMNIFICATION. The Company agrees promptly to
pay the Warrant Agent the compensation to be agreed upon with the Company
for all services rendered by the Warrant Agent and to reimburse the Warrant
Agent for reasonable out-of-pocket expenses (including counsel fees)
incurred by the Warrant Agent in connection with the services rendered
hereunder by the Warrant Agent. The Company also agrees to indemnify the
Warrant Agent for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on the part of the Warrant
Agent, arising out of or in connection with its acting as such Warrant
Agent hereunder, including the costs land expenses of defending itself
against any claim or liability in connection with the exercise or
performance at any time of its powers or duties hereunder. The obligations
of the Company under this subsection (a) shall survive the exercise of the
Warrant Certificates and the resignation or removal of the Warrant Agent.
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(b) AGENT FOR THE COMPANY. In acting under this Warrant Agreement
and in connection with the Warrant Certificates, the Warrant Agent is
acting solely as agent of the Company and does not assume any obligation or
relationship of agency or trust for or with any of the owners or Holders of
the Warrant Certificates.
(c) COUNSEL. The Warrant Agent may consult with counsel, which may
include counsel for the Company, and the written advice of such counsel
shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.
(d) DOCUMENTS. The Warrant Agent shall be protected and shall incur
no liability for or in respect of any action taken or omitted by it in
reliance upon any Warrant Certificates, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the
proper parties.
(e) CERTAIN TRANSACTIONS. The Warrant Agent, any of its officers,
directors and employees, or any other agent of the Company, in its
individual or any other capacity, may become the owner of, or acquire any
interest in, any Warrant Certificates, with the same rights that it would
have if it were not such Warrant Agent, officer, director, employee or
other agent, and, to the extent permitted by applicable law, it may engage
or be interested in any financial or other transaction with the Company and
may act on, or as depositary, trustee or agent for, any committee or body
of holders of Warrant Debt Securities or other obligations of the Company
as freely as if it were not such Warrant Agent, officer, director, employee
or other agent. Nothing in this Warrant Agreement shall be deemed to
prevent the Warrant Agent from acting as Trustee under the Indenture.
(f) NO LIABILITY FOR INTEREST. The Warrant Agent shall not be under
any liability for interest on any monies at any time received by it
pursuant to any of the provisions of this Agreement or of the Warrant
Certificates.
(g) NO LIABILITY FOR INVALIDITY. The Warrant Agent shall not incur
any liability with respect to the validity of this Agreement or any of the
Warrant Certificates.
(h) NO RESPONSIBILITY FOR REPRESENTATIONS. The Warrant Agent shall
not be responsible for any of the recitals or representations contained
herein or in the Warrant Certificates (except as to the Warrant Agent's
Certificate of Authentication thereon), all of which are made solely by the
Company.
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(i) NO IMPLIED OBLIGATIONS. The Warrant Agent shall be obligated to
perform such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read
into this Agreement or the Warrant Certificates against the Warrant Agent.
The Warrant Agent shall not be under any obligation to take any action
hereunder which may tend to involve it in any expense or liability, the
payment of which within a reasonable time is not, in its reasonable
opinion, assured to it. The Warrant Agent shall not be accountable or
under any duty or responsibility for the use by the Company of any of the
Warrant Certificates authenticated by the Warrant Agent and delivered by it
to the Company pursuant to this Agreement or for the application by the
Company of the proceeds of the Warrant Certificates or any exercise of the
Warrants evidenced thereby. The Warrant Agent shall have no duty or
responsibility in case of any default by the Company in the performance of
its covenants or agreements contained herein or in the Warrant Certificates
or in the Warrant Debt Securities or in the case of the receipt of any
written demand from a Holder of a Warrant certificate with respect to such
default, including, without limiting the generality of the foregoing, any
duty or responsibility to initiate or attempt to initiate any proceedings
at law or otherwise or, except as provided in Section 6.03 hereof, to make
any demand upon the Company.
SECTION 5.03. RESIGNATION, REMOVAL AND APPOINTMENT OF SUCCESSORS.
(a) The Company agrees, for the benefit of the Holders from time to
time of the Warrant Certificates, that there shall at all times be a
Warrant Agent hereunder until all of the Warrant Certificates are no longer
exercisable.
(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the
date on which it desires its resignation to become effective; provided
that, without the consent of the Company, such date shall not be less than
[three months] after the date on which such notice is given. The Warrant
Agent hereunder may be removed at any time by the filing with it of an
instrument in writing signed by or on behalf of the Company and specifying
such removal and the date on which the Company expects such removal to
become effective. Such resignation or removal shall take effect upon the
appointment by the Company of a successor Warrant Agent (which shall be a
bank or trust company organized and doing business under the laws of The
United States of America, any State thereof or the District of Columbia and
authorized under such laws to exercise corporate trust powers) by an
instrument in writing filed with such successor Warrant Agent and the
acceptance of such appointment by such successor Warrant Agent pursuant to
Section 5.03(d).
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(c) In case at any time the Warrant Agent shall resign, or be
removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or
make an assignment for the benefit of its creditors or consent to the
appointment of a receiver or custodian of all or any substantial part of
its property, or shall admit in writing its inability to pay or meet its
debts as they mature, or if a receiver or custodian of it or of all or any
substantial part of its property shall be appointed, or if an order of any
court shall be entered approving any petition filed by or against it under
the provisions of any applicable bankruptcy or similar law, or if any
public officer shall have taken charge or control of the Warrant Agent or
of its property or affairs, a successor Warrant Agent, qualified as
aforesaid, shall be appointed by the Company by an instrument in writing,
filed with the successor Warrant Agent. Upon the appointment as aforesaid
of a successor Warrant Agent and acceptance by the latter of such
appointment the Warrant Agent so superseded shall cease to be Warrant Agent
hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges
and disbursements then unpaid, shall thereupon become obligated to
transfer, deliver and pay over, and such successor Warrant Agent shall be
entitled to receive, all monies, securities and other property on deposit
with or held by such predecessor, as Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any
corporation succeeding to all or substantially all the corporate trust
business of the Warrant Agent, provided that it shall be qualified as
aforesaid, shall be the successor Warrant Agent under this Agreement
without the execution or filing of any paper or any further act on the part
of any of the parties hereto.
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ARTICLE VI
MISCELLANEOUS
SECTION 6.01. RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case of any
consolidation, merger or sale, lease or conveyance of all or substantially all
of the assets of the Company and upon any assumption by the successor
corporation, such successor corporation shall succeed to and be substituted for
the Company, with the same effect as if it had been named herein, and the
predecessor corporation, except in the event of a lease, shall be relieved of
any further obligation under this Agreement and the Warrants. Such successor
corporation thereupon may cause to be signed, and may issue either in its own
name or in the name of the Company, any or all of the Warrant Debt Securities
issuable pursuant to the terms hereof. All the Warrant Debt Securities so
issued shall in all respects have the same legal rank and benefit under the
Indenture as the Warrant Debt Securities theretofore or thereafter issued in
accordance with the terms of this Agreement and the Indenture.
In case of any such consolidation, merger, sale, lease or conveyance, such
changes in phraseology and form (but not in substance) may be made in the
Warrant Debt Securities thereafter to be issued as may be appropriate.
SECTION 6.02. AMENDMENT. This Agreement may be amended by the parties
hereto, without the consent of the Holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making such provisions in regard to
matters or questions arising under this Agreement as the Company may deem
necessary or desirable; provided that such action shall not adversely affect the
interests of the Holders of the Warrant Certificates in any material respect.
The Warrant Agent may, but shall not be obligated to, enter into any amendment
to this agreement which affects the Warrant Agent's own rights, duties or
immunities under this Agreement or otherwise.
SECTION 6.03. NOTICES AND DEMANDS TO THE CORPORATION AND WARRANT AGENT.
If the Warrant Agent shall receive any notice or demand addressed to the Company
by the Holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.
SECTION 6.04. ADDRESSES. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to __________,
Attention: Secretary, and any communications from the Warrant Agent to the
Company with respect to this Agreement shall be addressed to Dain Rauscher
Corporation, Dain Rauscher Plaza, 60 South Sixth Street, Minneapolis, Minnesota
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55402-4422, Attention: Secretary, (or such other address as shall be specified
in writing by the Warrant Agent or by the Company).
SECTION 6.05. GOVERNING LAW. This Agreement and each Warrant Certificate
issued hereunder shall be governed by and construed in accordance with the laws
of the State of [____________].
SECTION 6.06. DELIVERY OF PROSPECTUS. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus, appropriately supplemented,
relating to the Warrant Debt Securities (the "Prospectus"), and the Warrant
Agent agrees that, upon the exercise of any Warrant Certificate, the Warrant
Agent will deliver to the person designated to receive Warrant Debt Securities
prior to or concurrently with the delivery of such Securities, a Prospectus.
SECTION 6.07. OBTAINING OF GOVERNMENTAL APPROVALS. The Company will from
time to time take all action which may be necessary to obtain and keep effective
any and all permits, consents and approvals of governmental agencies and
authorities and securities acts filings under United States Federal and State
laws (including, without limitation, the maintenance of the effectiveness of a
registration statement in respect of the Warrant Debt Securities under the
Securities Act of 1933), which may be or become required in connection with
exercise of the Warrant Certificates and the original issuance and delivery of
the Warrant Debt Securities.
SECTION 6.08. PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT. Nothing in
this Agreement expressed or implied and nothing that may be inferred from any of
the provisions hereof is intended, or shall be construed, to confer upon, or
give to, any person or corporation other than the Company, the Warrant Agent and
the Holders of the Warrant Certificates any right, remedy or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise or
agreement hereof; and all covenants, conditions, stipulations, promises and
agreements in this Agreement contained shall be for the sole and exclusive
benefit of the Company and the Warrant Agent and their successors and of the
Holders of the Warrant Certificates.
SECTION 6.09. HEADINGS. The Article and Section headings herein and the
Table of Contents are for convenience only and shall not affect the construction
hereof.
SECTION 6.10. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original;
but such counterparts shall together constitute but one and the same instrument.
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SECTION 6.11. INSPECTION OF AGREEMENT. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of the
Warrant Agent [and at __________ for inspection by the Holder of any Warrant
Certificate. The Warrant Agent may require such Holder to submit his Warrant
Certificate for inspection by it.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
DAIN RAUSCHER CORPORATION
By_________________________
Its_____________________
Attest:
__________________________
________________________, as
Warrant Agent
By______________________
Its_____________________
Attest:
_________________________
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EXHIBIT A
FORM OF WARRANT CERTIFICATE
[Face of Warrant Certificate]
[FORM IF WARRANTS ARE ATTACHED Prior to __________, this Warrant
TO OTHER SECURITIES AND Certificate cannot be transferred or
ARE NOT IMMEDIATELY exchanged unless attached to a [Title
DETACHABLE of Other Debt Security]]
[FORM OF LEGEND IF WARRANTS Prior to __________, Warrants
ARE NOT IMMEDIATELY evidenced by this Warrant
EXERCISABLE Certificate cannot be exercised.]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN.
VOID AFTER [ ] P.M., [CITY] TIME, ON __________, __
DAIN RAUSCHER CORPORATION
WARRANT CERTIFICATE REPRESENTING
WARRANTS TO PURCHASE
[TITLE OF WARRANT DEBT SECURITIES]
_____________________
No. _______ _______ Warrants
This certifies that [the bearer is the] [__________ or registered assigns
is the registered] owner of the above indicated number of Warrants, each Warrant
entitling such [bearer [IF WARRANTS ARE ATTACHED TO OTHER SECURITIES AND ARE NOT
IMMEDIATELY DETACHABLE --, subject to the bearer qualifying as a "Holder" of
this Warrant Certificate, as hereinafter defined]] [registered owner] to
purchase, at any time [after [______] p.m., [City] time, on __________, __ and]
on or before [______] p.m., [City] time, on ___________, __, $__________
principal amount of [Title of Warrant Debt Securities] (the "Warrant Debt
Securities") of Dain Rauscher Corporation (the "Company"), issued or to be
issued under the Indenture (as hereinafter defined), on the following basis:(*)
[During the period from __________, __ through and including __________, __,
each Warrant shall
_______________________
(*)Complete and modify the following provisions as appropriate to reflect the
terms of the Warrants and the Warrant Debt Securities.
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entitle the Holder thereof, subject to the provisions of this Agreement, to
purchase from the Company the principal amount of Warrant Debt Securities stated
in the Warrant Certificate at the Warrant Price of ___% of the principal amount
thereof [plus accrued amortization, if any, of the original issue discount of
the Warrant Debt Securities] [plus accrued interest, if any, from the most
recent date from which interest shall have been paid on the Warrant Debt
Securities or, if no interest shall have been paid on the Warrant Debt
Securities, from __________, __]; during the period from __________, __ through
and including __________, __, each Warrant shall entitle the Holder thereof,
subject to the provisions of this Agreement, to purchase from the Company the
principal amount of Warrant Debt Securities stated in the Warrant Certificate at
the Warrant Price of ___% of the principal amount thereof [plus accrued
amortization, if any, of the original issue discount of the Warrant Debt
Securities] [plus accrued interest, if any, from the most recent date from which
interest shall have been paid on the Warrant Debt Securities or, if no interest
shall have been paid on the Warrant Debt Securities, from ___________, __] [in
each case, the original issue discount ($__________ for each $1,000 principal
amount of Warrant Debt Securities) will be amortized at __ % annual rate,
computed on a[n] [semi-]annual basis [, using a 360 day year consisting of
twelve 30 day months] (the "Warrant Price"). The Holder of this Warrant
Certificate may exercise the Warrants evidenced hereby, in whole or in part, by
surrendering this Warrant Certificate, with the purchase form set forth hereon
duly completed, accompanied by payment in full, in lawful money of the United
States of America, [in cash or by certified check or official bank check in New
York Clearing House funds] [by bank wire transfer in immediately available
funds], the Warrant Price for each Warrant exercised, to the Warrant Agent (as
hereinafter defined), at the corporate trust office of [name of Warrant Agent],
or its successor as warrant agent (the "Warrant Agent") [or at ___________,], at
the addresses specified on the reverse hereof and upon compliance with and
subject to the conditions set forth herein and in the Warrant Agreement (as
hereinafter defined). This Warrant Certificate may be exercised only for the
purchase of Warrant Debt Securities in the principal amount of [$1,000] or any
integral multiple thereof.
The term "Holder" as used herein shall mean [IF WARRANTS ARE ATTACHED TO
OTHER SECURITIES AND ARE NOT IMMEDIATELY DETACHABLE--, prior to __________, __
(the "Detachable Date"), the [bearer] [registered owner] of the Company's [title
of Other Debt Securities] to which this Warrant Certificate was initially
attached, and after such Detachable Date,] [the bearer of such Warrant
Certificate] [the person in whose name at the time such Warrant Certificate
shall be registered upon the books to be maintained by the Warrant Agent Or that
purpose pursuant to Section 3.01].
Any whole number of Warrants evidenced by this Warrant Certificate may be
exercised to purchase Warrant Debt Securities in registered form. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall
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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 of the Warrant Agent
[and at __________].
The Warrant Debt Securities to be issued and delivered upon the exercise of
Warrants evidenced by this Warrant Certificate may be issued under and in
accordance with an Indenture, [dated as of ___________, ___________ (the "Senior
Indenture"), between the Company and __________, as trustee (such trustee, and
any successors to such trustee, the "Senior Trustee")] [dated as of _________,
_________(the "Subordinated Indenture"), between the Company and _________, as
trustee (such trustee, and any successors to such trustee, the "Subordinated
Trustee")] and will be subject to the terms and provisions contained in the
Warrant Debt Securities and in the Indenture. Copies of the
[Senior][Subordinated] Indenture, including the form of the Warrant Debt
Securities, are on file at the corporate trust office of the Trustee [and at
__________].
[IF WARRANTS ARE ATTACHED TO OTHER SECURITIES AND ARE NOT IMMEDIATELY
DETACHABLE--Prior to __________, __ (the "Detachable Date"), this Warrant
Certificate may be exchanged or transferred only together with the [title of
Other Debt Security] (the "Other Debt Security") to which this Warrant
Certificate was initially attached, and only for the purpose of effecting or in
conjunction with, an exchange or transfer of such Other Debt Security.
Additionally, on or prior to the Detachable Date, each transfer of such Other
Debt Security on the register of the Other Debt Securities shall operate also to
transfer this Warrant Certificate. After the Detachable Date, this] [IF
WARRANTS ARE ATTACHED TO OTHER SECURITIES AND ARE IMMEDIATELY DETACHABLE OR
WARRANTS ALONE--This] Warrant Certificate, and all rights hereunder, may be
transferred [IF BEARER WARRANTS--by delivery and the Company and the Warrant
Agent may treat the bearer hereof as the owner for all purposes] [IF REGISTERED
WARRANTS--when surrendered at the corporate trust office of the Warrant Agent
[or __________] by the registered owner or his assigns, in person or by an
attorney duly authorized in writing in the manner and subject to the limitations
provided in the Warrant Agreement.]
[IF WARRANTS ARE ATTACHED TO OTHER SECURITIES AND ARE NOT IMMEDIATELY
DETACHABLE--Except as provided in the immediately preceding paragraph, after]
[IF WARRANTS ARE ATTACHED TO OTHER SECURITIES AND ARE IMMEDIATELY DETACHABLE OR
WARRANTS ALONE--After] authentication by the Warrant Agent and prior to the
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expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent [or at __________]
for Warrant Certificates representing the same aggregate number of Warrants.
This Warrant Certificate shall not entitle the Holder hereof to any of the
rights of a holder of the Warrant Debt Securities, including, without
limitation, the right to receive payments of principal of (and premium, if any)
or interest, if any, on the Warrant Debt Securities or to enforce any of the
covenants of the Indenture.
Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Warrant Certificate shall not be valid or obligatory for any purpose
until authenticated by the Warrant Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
DAIN RAUSCHER CORPORATION
By______________________
Its_____________________
Attest:
__________________________
________________________, as
Warrant Agent
By______________________
Its_____________________
Attest:
_________________________
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[Reverse of Warrant Certificate]
(Instructions for Exercise of Warrants)
To exercise any Warrants evidenced hereby, the Holder of this Warrant
Certificate must pay [in cash or by certified check or official bank check in
New York Clearing House funds] [by bank wire transfer in immediately available
funds], the Warrant Price in full for each of the Warrants exercised, to
[Warrant Agent] [address of Warrant Agent], Corporate Trust Department,
__________, Attn: __________, which payment should specify the name of the
Holder of this Warrant Certificate and the number of Warrants exercised by such
Holder. In addition, the Holder of this Warrant Certificate should complete the
information required below and present in person or mail by registered mail this
Warrant Certificate to the Warrant Agent at the addresses set forth below.
FORM OF EXERCISE
(To be executed upon exercise of Warrants.)
The undersigned hereby irrevocably elects to exercise __________ Warrants,
represented by this Warrant Certificate, to purchase $___________ principal
amount of the [Title of Warrant Debt Securities] (the 'Warrant Debt Securities")
of Dain Rauscher Corporation and represents that he has tendered payment for
such Warrant Debt Securities [in cash or by certified check or official bank
check in New York Clearing House funds] [by bank wire transfer in immediately
available funds] to the order of Dain Rauscher Corporation, c/o [NAME AND
ADDRESS OF WARRANT AGENT], in the amount of $__________ in accordance with the
terms hereof. The undersigned requests that said principal amount of Warrant
Debt Securities be in fully registered form, in the authorized denominations,
registered in such names and delivered, all as specified in accordance with the
instructions set forth below.
If said principal amount of Warrant Debt Securities is less than all of the
Warrant Debt Securities purchasable hereunder, the undersigned requests that a
new Warrant Certificate representing the remaining balance of the Warrants
evidenced hereby be issued and delivered to the undersigned unless otherwise
specified in the instructions below.
-20-
Dated:___________________________ Name_______________________________
(Please Print)
_________________________________ Address____________________________
(Insert Social Security or Other
Identifying Number of Holder) Signature__________________________
[IF REGISTERED WARRANT--(Signature must
conform in all respects to name of
holder as specified on the face of this
Warrant Certificate and must bear a
signature guarantee by a bank, trust
company or member broker of the New
York, Midwest or Pacific Stock
Exchange.)]
This Warrant may be exercised at the following addresses:
By hand at___________________________________________________________
___________________________________________________________
___________________________________________________________
By mail at___________________________________________________________
___________________________________________________________
___________________________________________________________
[Instructions as to form and delivery of Warrant Debt Securities and/or Warrant
Certificates -- complete as appropriate.]
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[IF REGISTERED WARRANT-
FORM OF ASSIGNMENT]
(TO BE EXECUTED TO TRANSFER)
THE WARRANT CERTIFICATE)
FOR VALUE RECEIVED ____________________ hereby sells, assigns and transfers
unto
____________________________ Please insert social security or
____________________________ other identifying number
____________________________ ________________________
(Please print name and
address including zip code)
the right represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint ________________, Attorney, to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution.
Dated: _____________________ ____________________________________________
Signature
(Signature must conform in all respects to name of
holder as specified on the face of this Warrant
Certificate and must bear a signature guarantee by
a bank, trust company or member broker of the New
York, Midwest or Pacific Stock Exchange)
Signature Guaranteed:
_____________________________
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