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Exhibit 10.11(d)
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER
SAID ACT OR AN EXEMPTION FROM SUCH REGISTRATION.
November __, 2000
THE CARBIDE/GRAPHITE GROUP, INC.
COMMON STOCK PURCHASE WARRANT, SERIES B
Warrant No.
Void after December 31, 2010
This Warrant (the "Warrant") entitles [HOLDER] (the "Holder"), for
value received, to purchase from THE CARBIDE/GRAPHITE GROUP, INC., a Delaware
corporation (the "Company"), at any time during the period starting from the
Commencement Date (as defined in Section 1 below), to 5:00 p.m., Pennsylvania
time, on December 31, 2010 (the "Expiration Date"), at which time this Warrant
shall expire and become void, __________ shares of the Company's common stock,
$.01 par value per share (the "Stock"), in accordance with the terms of Section
1 below and subject to adjustment as set forth herein (the shares of Stock
purchasable upon exercise of this Warrant herein referred to as the "Warrant
Shares"), for a price per share of $.01 subject to adjustment as set forth
herein (the "Exercise Price"). In addition to the terms and conditions contained
in that certain Warrant Agreement dated as of November __, 2000 by and among the
Company and Warrantholders party thereto (as may be amended from time to time,
the "Warrant Agreement"), the terms of which are incorporated herein by
reference, this Warrant also is subject to the following terms and conditions:
1. Exercise of Warrant. Subject to the terms and conditions hereof,
this Warrant may be exercised in whole or in part at any time from and after the
Commencement Date and before the Expiration Date subject to the following
condition:
(i) If the Company has not on or before July 31, 2001, caused
the July 2001 Reduction in Revolving Credit Commitment to have occurred, this
Warrant may be exercised on or after August 1, 2001 (the "Commencement Date")
and until the Expiration Date with respect to the Warrant Shares subject hereto;
provided, however, that if the reduction in Revolving Credit Commitment and the
reduction in Total Utilization required in this Section 1(i) are satisfied as
provided herein, the Holder shall have no rights to purchase the Warrant Shares
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subject hereof under this Warrant, and this Warrant and the rights and
privileges provided herein shall automatically terminate and be void without any
further action.
For purposes of this Warrant, the term "July 2001
Reduction in Revolving Credit Commitment" shall mean (i) in the event the
Company shall have caused the Revolving Credit Commitment (as such term is
defined in the Credit Agreement described below) to be permanently reduced to
$110,000,000 or less, on or before March 31, 2001 (as such date may be extended
to April 30, 2001 due to a Permitted Sale Delay used to complete a permanent
reduction of the Revolving Credit Commitment to $110,000,000 as contemplated by
the Warrants A), a permanent reduction in the Revolving Credit Commitment to at
least $85,000,000 and a reduction of Total Utilization to no more than
$85,000,000, together with a payment of accrued and unpaid interest and fees on
the amount of such reductions, on or before July 31, 2001, or (ii) in the event
that the Company shall have not timely caused a permanent reduction to the
Revolving Credit Commitment as described in clause (i) of this definition, a
permanent reduction in the Revolving Credit Commitment to at least $110,000,000
and a reduction to Total Utilization to no more than $110,000,000, together with
a payment of accrued and unpaid interest and fees on the amount of such
reduction, on or before July 31, 2001.
For purposes of this Warrant, the term "Credit
Agreement" shall mean that certain Revolving Credit and Letter of Credit
Issuance Agreement dated as of September 25, 1997, as modified through the date
hereof, by and among the Carbide/Graphite Group, Inc., the financial
institutions party thereto, and PNC Bank, National Association, as Agent, and as
the same may be further amended or modified from time to time.
(ii) Exercise shall be by presentation and surrender to the
Company at its principal office of this Warrant and the subscription form, which
is annexed hereto, executed by the Holder, together with payment to the Company
in accordance with Section 2 hereof, if applicable, in an amount equal to the
product of the Exercise Price multiplied by the number of Warrant Shares being
purchased upon such exercise. If this Warrant is exercised in part only, the
Company shall, as soon as practicable after presentation of this Warrant upon
such exercise, execute and deliver a new Warrant, dated the date hereof,
evidencing the right of the Holder to purchase the balance of the Warrant Shares
purchasable hereunder upon the same terms and conditions herein set forth. Upon
and as of receipt by the Company of such properly completed and duly executed
subscription form accompanied by payment as herein provided, the Holder shall be
deemed to be the Holder of record of the Warrant Shares issuable upon such
subscription or exercise, notwithstanding that the stock transfer books of the
Company shall then be closed or that certificates representing such Warrant
Shares shall not then actually be delivered to the Holder.
2. Payment of Exercise Price. The Exercise Price for the Warrant Shares
being purchased may be paid (i) in cash or by check, (ii) by the surrender by
the Holder to the Company of any promissory notes or other obligations issued by
the Company, with all such notes and obligations so surrendered being credited
against the Exercise Price for the Warrant Shares being acquired in an amount
equal to the principal amount thereof plus accrued interest to the date of
surrender, or (iii) by any combination of the foregoing.
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3. Adjustment of Warrant Shares. The number of Warrant Shares which the
Holder is entitled to purchase under this Warrant shall be subject to adjustment
from time to time upon the occurrence of any of the following events:
(a) Subdivision or Combination of Stock. If at any time or
from time to time after the date hereof, the Company shall subdivide its
outstanding shares of Stock, the number of Warrant Shares (calculated to the
nearest whole share) shall be increased proportionately, and conversely, in the
event the outstanding shares of Stock shall be combined into a smaller number of
shares, the number of Warrant Shares (calculated to the nearest whole share)
shall be decreased proportionately.
(b) Adjustment for Stock Dividends, Other Distribution and
Rights. If at any time after the date hereof, the Company shall declare a
dividend or make any other distribution upon, or with respect to, any class or
series of stock of the Company payable (i) in shares of Stock, preferred stock
of the Company, securities convertible into shares of Stock or preferred stock
of the Company, or other securities of the Company, or (ii) in rights to acquire
shares of Stock, preferred stock of the Company, securities convertible into
Stock or preferred stock of the Company or other securities of the Company, then
the number of shares, and the classes or series of securities of the Company, to
be obtained upon exercise of this Warrant shall be adjusted applicably and/or
proportionately to reflect the issuance of any such shares of Stock, preferred
stock, convertible securities, other securities or rights, as the case may be,
issuable in payment of such dividend or distribution; provided that any such
rights or other securities allocable pursuant to this Warrant shall be exercised
or converted only to the extent and as provided in such rights or security.
(c) Reorganization, Reclassification, Consolidation, Merger or
Sale. In the event of any reorganization or reclassification of the capital
stock of the Company, a consolidation or merger of the Company with another
corporation (other than a merger in which the Company is the surviving or
continuing corporation), the sale of all or substantially all of the Company's
assets or any transaction involving the transfer of a majority of the voting
power over the capital stock of the Company effected in a manner such that
holders of Stock shall be entitled to receive stock, securities, or other assets
or property, in each case, at any time after the date hereof, then, as a
condition of such reorganization, reclassification, consolidation, merger, sale
or transaction, lawful and adequate provision shall be made whereby the Holder
hereof shall have the right to acquire on or after Commencement Date (in lieu of
the shares of the Stock purchasable and receivable upon the exercise of the
rights represented hereby), upon payment of the Exercise Price when appropriate,
such shares of stock, securities or other assets or property as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
such Stock equal to the number of shares of such Stock purchasable and
receivable upon the exercise of the rights represented hereby. At the time of
each such reorganization, reclassification, consolidation, merger, sale or
transaction, including successive events of such nature, each party which is the
survivor of such reorganization, reclassification, consolidation, merger, sale
or transaction shall expressly assume the due and punctual observance and
performance of each and every provision of the Warrant Agreement and this
Warrant such that the provisions hereof and thereof (including, without
limitation, provisions for adjustments of the number of shares purchasable and
receivable upon the exercise of this Warrant and the
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agreements of the Company set forth in the Warrant Agreement) thereafter shall
be applicable, as nearly practicable, to each such party with respect to any and
all shares of stock, securities or assets thereafter deliverable upon the
exercise hereof
4. Notices of Record Date. Upon (a) any establishment by the Company of
a record date of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend or
other distribution, or right or option to acquire securities of the Company, or
any other right, or (b) any capital reorganization, reclassification,
recapitalization, merger or consolidation of the Company with or into any other
corporation or other entity, any transfer of all or substantially all the assets
of the Company, or any voluntary or involuntary dissolution, liquidation or
winding up of the Company, the Company shall mail to the Holder at least 30
days, or such longer period as may be required by law, prior to the record date
specified therein, a notice specifying (i) the date established as the record
date for the purpose of such dividend, distribution, option or right and a
description of such dividend, distribution, option or right, (ii) the date on
which any such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up is expected to become effective
and (iii) the date, if any, fixed as to when the holders of record of Stock (or
other securities at that time receivable upon exercise of the Warrant) shall be
entitled to exchange their shares of Stock (or such other stock or securities)
for securities or other property deliverable upon such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation or
winding up.
5. No Dilution or Impairment. The Company will not, by amendment of its
Certificate of Incorporation or By-Laws or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all action as may be
commercially reasonably necessary or appropriate in order to protect the rights
of the Holder against dilution or other impairment.
6. Fractional Shares. The Company shall not issue any fractional shares
nor scrip representing fractional shares upon exercise of any portion of this
Warrant.
7. Representations, Warranties and Covenants. In addition to the
representations, warranties and covenants set forth in the Warrant Agreement,
this Warrant is issued and delivered by the Company and accepted by each Holder
on the basis of the following representations, warranties and covenants made by
the Company:
(a) Authority. The Company has all necessary corporate
authority to issue, execute and deliver this Warrant and to perform its
obligations hereunder. This Warrant has been duly authorized, issued, executed
and delivered by the Company and is the valid and binding obligation of the
Company, enforceable in accordance with its term, except as such enforcement may
be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors rights generally and except as equitable
remedies may be limited by general principles of equity (whether such remedies
are sought in a proceeding brought at law or in equity).
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(b) Reservation of Warrant Shares. The Warrant Shares issuable
upon the exercise of this Warrant have been (and any securities issuable or
deliverable upon conversion of such Warrant Shares, upon issuance or delivery,
will be) duly authorized and reserved for issuance by the Company and, when
issued in accordance with the terms hereof, will be validly issued, fully paid
and nonassessable.
8. Private Offering, Transfer, Exchange, Assignment or Loss of Warrant.
(a) Restrictions on Transfer. The Holder acknowledges that it
has been advised by the Company that neither this Warrant nor the Warrant Shares
have been registered under the Securities Act of 1933, as amended (the "Act") as
of the date hereof, that this Warrant is being or has been issued and the
Warrant Shares may be issued on the basis of the statutory exemption provided by
Section 4(2) of the Act or Regulation D promulgated thereunder, or both,
relating to transactions by an issuer not involving any public offering. The
Holder acknowledges that it has been informed by the Company of, or is otherwise
familiar with, the nature of the limitations imposed by the Act and the rules
and regulations thereunder on the transfer of securities. In particular, the
Holder agrees that no sale, assignment or transfer of this Warrant or the
Warrant Shares issuable upon exercise hereof shall be valid or effective, and
the Company shall not be required to give any effect to any such sale,
assignment or transfer, unless (i) the sale, assignment or transfer of this
Warrant or such Warrant Shares is registered under the Act, or (ii) such sale,
assignment or transfer is exempt from registration under the Act. This Warrant
may be transferred, in whole or in part, subject to the restrictions set forth
in the Warrant Agreement and herein. Until this Warrant and the Warrant Shares
or any other securities received upon the exercise of this Warrant (the "Other
Securities") are so registered, this Warrant and any certificate for Warrant
Shares or Other Securities issued or issuable upon exercise of this Warrant
shall contain a legend on the face thereof, as provided in Section 3.03 of the
Warrant Agreement.
(b) Procedure for Transfer. As provided in Section 3.04 and
Section 3.05 of the Warrant Agreement, any transfer permitted hereunder shall be
made by surrender of this Warrant to the Company at its principal office with a
duly executed request to transfer the Warrant, which shall be in the form of
assignment attached to this Warrant and shall be accompanied by funds sufficient
to pay any transfer taxes applicable. Upon satisfaction of such conditions, the
Company shall, without charge, execute and deliver a new Warrant in the name of
the transferee named in such transfer request, and this Warrant promptly shall
be canceled.
(c) Lost, Stolen or Destroyed Warrant. Upon receipt by the
Company of evidence reasonably satisfactory to it of loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or destruction, of
reasonably satisfactory indemnification (which, if the Holder is an
institutional investor, may be such Holder's unsecured agreement of indemnity),
or, in the case of mutilation, upon surrender of this Warrant, the Company will
execute and deliver a new Warrant of like tenor and date, and any such lost,
stolen or destroyed Warrant thereupon shall become void.
(d) Warrant Binding Upon Assignee or Successor. The terms and
conditions of this Warrant shall be binding upon any permitted assignee and
successor of the Holder.
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9. Issue Tax. The issuance of certificates for shares of Stock upon
the exercise of this Warrant shall be made without charge to the Holder of this
Warrant for any issue tax (other than applicable income taxes) in respect
thereof, provided, however, that the Company shall not be required to pay any
tax that may be payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of the then Holder of the
Warrant being exercised.
10. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Delaware, as such laws are applied to
contracts entered into and wholly to be performed within the State of Delaware
and without giving effect to any principles of conflicts or choice of law that
would result in the application of the laws of any other jurisdiction.
11. Defined Terms. All terms herein, unless otherwise defined herein,
shall have the meanings ascribed to them in the Warrant Agreement.
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IN WITNESS WHEREOF, the Company has executed this Warrant as of the
13th day of November, 2000.
THE CARBIDE/GRAPHITE GROUP, INC., a
Delaware corporation
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President and Treasurer
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SUBSCRIPTION
To: The Carbide/Graphite Group, Inc. Date:
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The undersigned hereby subscribes for ______________ shares of Stock
covered by this Warrant. The certificate(s) for such shares shall be issued in
the name of the undersigned or as otherwise indicated below:
[NAME OF HOLDER]
By
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Name:
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Title:
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Name for Registration
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Mailing Address
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ASSIGNMENT
For value received ____________________________________________ hereby sells,
assigns and transfers unto______________________________________________________
________________________________________________________________________________
[Please print or typewrite name and address of Assignee]
________________________________________________________________________________
the within Warrant, and does hereby irrevocably constitute and appoint
_________________its attorney to transfer the within Warrant on the books of the
within named Company with full power of substitution on the premises.
Dated:
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[NAME OF HOLDER]
By
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Name:
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Title:
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