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EXHIBIT 4.12
REPUBLIC NEW YORK CORPORATION
FORM OF WARRANT AGREEMENT
(FOR WARRANTS SOLD ALONE)*
THIS WARRANT AGREEMENT is dated as of between Republic New York
Corporation, a Maryland corporation (hereinafter called the "Company," which
term includes any successor corporation under the Indenture hereinafter referred
to) and , as Warrant Agent (herein called the "Warrant
Agent").
WHEREAS, the Company has entered into an Indenture dated as of May 15, 1986
(the "Senior Indenture"), with Citibank, N.A., as successor trustee, as
supplemented by a First Supplemental Indenture dated as of May 15, 1991 and a
Second Supplemental Indenture dated as of April 15, 1993, an Indenture dated as
of May 15, 1986 with Citibank, N.A., as successor trustee, as supplemented by a
First Supplemental Indenture dated as of May 15, 1991 and a Second Supplemental
Indenture dated as of April 15, 1993 (the "Subordinated Indenture") and an
Indenture dated as of October 15, 1992 with Citibank, N.A., as supplemented by a
First Supplemental Indenture dated as of April 15, 1993 (the "1992 Subordinated
Indenture") being sometimes referred to herein collectively as the "Indentures"
and individually as an "Indenture", providing for the issuance from time to time
of its unsecured debentures, notes or other evidences of indebtedness (the "Debt
Securities"), to be issued in one or more series, with one trustee to be
designated by the Company for each series (the "Trustee"), as provided in the
Indenture; and
WHEREAS, the Company proposes to sell 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 Securities"), such warrant certificates and other
warrant certificates issued pursuant to this Agreement being herein called the
"Warrant Certificates"; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, exchange, exercise and replacement of
the Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, exchanged, exercised, and replaced;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
ISSUANCE OF WARRANTS AND EXECUTION AND
DELIVERY OF WARRANT CERTIFICATES
SECTION 1.01 Issuance of Warrants. Each Warrant Certificate shall
evidence one or more Warrants. Each Warrant evidenced thereby shall represent
the right, subject to the provisions contained herein and therein, to purchase a
Warrant Security in the principal amount of (US $/Specified Currency) to be
issued pursuant to the applicable Indenture with Citibank N.A., as Trustee for
such series of Debt Securities thereunder.
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* Complete or modify the provisions of this Form as appropriate to reflect the
terms of the Warrants and Warrant Securities. Monetary amounts may be in U.S.
dollars, in a foreign denominated currency or in one or more units of foreign
currencies such as European Currency Units (ECUs).
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SECTION 1.02 Execution and Delivery of Warrant Certificates. Each Warrant
Certificate, whenever issued, shall be in (bearer) (registered) form
substantially in the form set forth in Exhibit A hereto, shall be dated and
may have such letters, numbers or other marks of identification or designation
and such legends or endorsements printed, lithographed or engraved thereon as
the officers of the Company executing the same may approve (execution thereof
to be conclusive evidence of such approval) and as are not inconsistent with
the provisions of this Agreement, or as may be required to comply with any law
or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Warrants may be listed, or to
conform to usage. The Warrant Certificates shall be signed on behalf of the
Company by its Chairman of the Board, its President, one of its Vice
Presidents, its Treasurer or one of its Assistant Treasurers under its
corporate seal and attested by its Corporate Secretary, Deputy Corporate
Secretary or one of its Assistant Secretaries. Such signatures may be manual
or facsimile signatures of such authorized officers and may be imprinted or
otherwise reproduced on the Warrant Certificates. The seal of the Company may
be in the form of a facsimile thereof and may be impressed, affixed, imprinted
or otherwise reproduced on the Warrant Certificates.
No Warrant Certificates shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificates executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
issued hereunder.
In case any officer of the Company who shall have signed any of the Warrant
Certificates either manually or by facsimile signature shall cease to be such
officer before the Warrant Certificates so signed shall have been countersigned
and delivered by the Warrant Agent, such Warrant Certificates may be
countersigned and delivered notwithstanding that the person who signed such
Warrant Certificates ceased to be such officer of the Company; and any Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Warrant Certificate, shall be the proper
officers of the Company, although at the date of the execution of this Agreement
any such person was not such officer.
(If bearer Warrants -- The term "holder" of "holder of a Warrant
Certificates" as used herein shall mean the bearer of such Warrant Certificate.)
(If registered Warrants -- The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose.)
SECTION 1.03 Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding (US
$/Specified Currency) aggregate principal amount of Warrant Securities (except
as provided in Sections 2.03(c), 3.02 and 4.01) may be executed by the Company
and delivered to the Warrant Agent upon the execution of this Warrant Agreement
or from time to time thereafter. The Warrant Agent shall, upon receipt of
Warrant Certificates duly executed on behalf of the Company, countersign Warrant
certificates evidencing Warrants representing the right to purchase up to (US
$/Specified Currency) aggregate principal amount of Warrant 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 countersign a Warrant Certificate only if the Warrant Certificate is
issued in exchange or substitution for one or more previously countersigned
Warrant Certificates (if registered Warrants -- or in connection with their
transfer), as hereinafter provided or as provided in Section 2.03(c).
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ARTICLE II
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
SECTION 2.01. Warrant Price. On , , the exercise price
of each Warrant is (US $/Specified Currency). During the period from
, , through and including , , the exercise
price of each Warrant will be (US $/Specified Currency) plus (accrued
amortization of the original issue discount) (accrued interest) from
, . On , , the exercise price of each Warrant
will be (US $/Specified Currency). During the period from , ,
through and including , , the exercise price of each Warrant
will be (US $/Specified Currency) plus (accrued amortization of the original
discount) (accrued interest) from , . (In each case, the
original issue discount will be amortized at a % annual rate, computed on an
annual basis using a 360-day year consisting of twelve 30-day months.) Such
purchase price of Warrant Securities is referred to in this Agreement as the
"Warrant Price." (The original issue discount for each principal amount
of Warrant Securities is .)
SECTION 2.02. Duration of Warrants. Each Warrant may be exercised in
whole at any time, a specified herein, on or after (the date thereof)
( , ,) and at or before 5 p.m. New York time on ,
, (the "Expiration Date"). Each Warrant not exercised at or before 5 p.m.
New York time on the Expiration Date shall become void, and all rights of the
holder of the Warrant Certificate evidencing such Warrant under this Agreement
shall cease.
SECTION 2.03 Exercise of Warrants. (a) During the period specified in
Section 2.02, any whole number of Warrants may be exercised by providing certain
information set forth on the reverse side of the Warrant Certificate and by
paying in full, (in lawful money of the United States of America) (in cash or by
certified check or official bank check or by bank wire transfer, in each case)
(by bank wire transfer), in immediately available funds, the Warrant Price for
each Warrant exercised, to the Warrant Agent at its corporate trust office (or
at ), provided that such exercise is subject to receipt within
[three] business days of such (payment) (wire transfer) by the Warrant Agent of
the Warrant Certificate with the form of election to purchase Warrant Securities
set forth on the reverse side of the Warrant Certificate properly completed and
duly executed. The date on which payment in full of the Warrant Price is
received by the Warrant Agent shall, subject to receipt of the Warrant
Certificate as aforesaid, by deemed to be the date on which the Warrant is
exercised. The Warrant Agent shall deposit all funds received by it in payment
of the Warrant Price in an account of the Company maintained with it and shall
advise the Company by telephone at the end of each day on which a (payment)
(wire transfer) for the exercise of Warrants is received of the amount so
deposited to its account. The Warrant Agent shall promptly confirm such
telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable,
advise the Company and the Trustee under the applicable Indenture of (i) the
number of Warrants exercised, (ii) the instructions of each holder of the
Warrant Certificates evidencing such Warrants with respect to delivery of the
Warrant Securities to which such holder is entitled upon such exercise, (iii)
delivery of Warrant Certificates evidencing the balance, if any, of the Warrants
remaining after such exercise, and (iv) such other information as the Company or
the Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant, the Company
shall issue, pursuant to the Indenture, in authorized denominations to or upon
the order of the holder of the Warrant Certificate evidencing such Warrant, the
Warrant Securities to which such holder is entitled in fully registered form,
registered in such name or names as may be directed by such holder.* If fewer
than all of the Warrants evidenced by such Warrant Certificate are exercised,
the Company shall execute, and an authorized officer of the Warrant Agent shall
manually countersign and deliver, a new Warrant Certificate evidencing the
number of such Warrants remaining unexercised.
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* Subject to change in accordance with changes in tax laws and regulations.
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(d) The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any transfer
involved in the issue of the Warrant Securities; and in the event that any such
transfer is involved, the Company shall not be required to issue or deliver any
Warrant Security until such tax or other charge shall have been paid or it has
been established to the Company's satisfaction that no such tax or other charge
is due.
ARTICLE III
OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES
SECTION 3.01. No Rights as Warrant Securityholder 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 Warrant
Securities, including, without limitation, the right to receive the payment of
principal of, premium, if any, or interest on Warrant Securities or to enforce
any of the covenants in the applicable Indenture.
SECTION 3.02. Lost, Stolen, Mutilated or Destroyed Certificates. Upon
receipt by the Warrant Agent of evidence reasonably satisfactory to it of the
ownership of and the loss, theft, destruction or mutilation of any Warrant
Certificate and of indemnity reasonably satisfactory to it and, in the case of
mutilation, upon surrender thereof to the Warrant Agent for cancellation, then,
in the absence of notice to the Company or the Warrant Agent that such Warrant
Certificate has been acquired by a bona fide purchaser, the Company shall
execute, and an authorized officer of the Warrant Agent shall manually
countersign and deliver, in exchange for or in lieu of the lost, stolen,
destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the
same tenor and evidencing a like number of Warrants. Upon the issuance of any
new Warrant Certificate under this Section, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Warrant Agent) in connection therewith. Every substitute Warrant
Certificate executed and delivered pursuant to this Section in lieu of any lost,
stolen or destroyed Warrant Certificate shall represent an additional
contractual obligation of the Company, whether or not the lost, stolen or
destroyed Warrant Certificate shall be at any time enforceable by anyone, and
shall be entitled to the benefits of this Agreement equally and proportionately
with any and all other Warrant Certificates duly executed and delivered
hereunder. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
of mutilated, lost, stolen or destroyed Warrant Certificates.
SECTION 3.03. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a
Warrant Certificate, without the consent of the Warrant Agent, the Trustee,
the holder of any Warrant Securities or the holder of any Warrant Certificate,
may, in his own behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company suitable to enforce,
or otherwise in respect of, his right to exercise the Warrants evidenced by his
Warrant Certificate in the manner provided in his Warrant Certificate and in
this Agreement.
ARTICLE IV
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES
SECTION 4.01. Exchange and Transfer of Warrant Certificates. Upon
surrender at the corporate trust office of the Warrant Agent (or
), Warrant Certificates evidencing Warrants may be
exchanged for Warrant Certificates in other denominations evidencing such
Warrants (if registered Warrants; or the transfer thereof may be registered in
whole or in part); provided that such other Warrant Certificates evidence the
same aggregate number of Warrants as the Warrant Certificates so surrendered.
(If registered Warrants -- The Warrant Agent shall keep, at its corporate trust
office
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(and at ), books in which, subject to such reasonable
regulations as it may prescribe, it shall register Warrant Certificates and
exchanges and transfers of outstanding Warrant Certificates, upon surrender of
the Warrant Certificates to the Warrant Agent at its corporate trust office (or
) for exchange (or registration of transfer), properly
endorsed or accompanied by appropriate instruments of registration of transfer
and written instructions for transfer, all in form satisfactory to the Company
and the Warrant Agent.) No service charge shall be made for any exchange (or
registration of transfer) of Warrant Certificates, but the Company may require
payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange (or
registration of transfer). Whenever any Warrant Certificates are so surrendered
for exchange (or registration of transfer) an authorized officer of the Warrant
Agent shall manually countersign and deliver to the person or persons entitled
thereto a Warrant Certificate or Warrant Certificates duly authorized and
executed by the Company, as so requested. The Warrant Agent shall not be
required to effect any exchange (or registration of transfer) which will result
in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a
number of full Warrants and a fraction of a Warrant. All Warrant Certificates
issued upon any exchange (or registration of transfer) of Warrant Certificates
shall be the valid obligations of the Company, evidencing the same obligations,
and entitled to the same benefits under this Agreement, as the Warrant
Certificates surrendered for such exchange (or registration of transfer).
SECTION 4.02. Treatment of Holders of Warrant Certificates. (Bearer
warrants -- Each Warrant Certificate shall be transferable by delivery and shall
be deemed negotiable and the bearer of each Warrant Certificate may be treated
by the Company, the Warrant Agent and all other persons dealing with such bearer
as the absolute 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.) (Registered Warrants -- The Company and the
Warrant Agent may treat the registered holder as the absolute owner thereof for
any purpose and as the person entitled to exercise the rights represented by the
Warrants evidenced thereby, any notice to the contrary notwithstanding.)
SECTION 4.03. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exchange, (registration of transfer) or exercise of
the Warrants evidenced thereby shall, if surrendered to the Company, be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent
and shall not be reissued and, except as permitted by this Agreement, no Warrant
Certificate shall be issued hereunder in exchange or in lieu thereof. The
Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of cancelled Warrant Certificates in a manner satisfactory to the
Company.
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
powers and authority granted to and conferred upon it in the Warrant
Certificates and hereby and such further powers and authority to act on behalf
of the Company as the Company may hereafter grant to or confer upon it. All of
the terms and provisions with respect to such powers and authority contained in
the Warrant Certificates are subject to and governed by the terms and provisions
hereof.
SECTION 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
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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 Warrant Agent
hereunder, as well as the costs and expenses of defending against any claim
of such liability.
(b) Agent for the Company. In acting under this Warrant Agreement and
in connection with the Warrant Certificates, the Warrant Agent is acting
solely as agent of the Company and does not assume any obligation or
relationship of agency or trust for or with any of the holders of Warrant
Certificates or beneficial owners of Warrants.
(c) Counsel. The Warrant Agent may consult with counsel satisfactory
to it, and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with the advice of
such counsel.
(d) Documents. The Warrant Agent shall be protected and shall incur
no liability for or in respect of any action taken or thing suffered by it
in reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the
proper parties.
(e) Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest
in, Warrants, with the same rights that it or they would have if it were
not the Warrant Agent hereunder, and, to the extent permitted by applicable
law, it or they may engage or be interested in any financial or other
transaction with the Company and may act on, or as depositary, trustee or
agent for, any committee or body of holders of Warrant Securities or other
obligations of the Company as freely as if it were not the Warrant Agent
hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the
Warrant Agent from acting as trustee for any series of Debt Securities
under the Indenture.
(f) No Liability for Interest. The Warrant Agent shall have no
liability for interest on any monies at any time received by it pursuant to
any of the provisions of this Agreement or of the Warrant Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the
Warrant Certificates.
(h) No Responsibility for Representations. The Warrant Agent shall
not be responsible for any of the recitals or representations herein or in
the Warrant Certificates (except as to the Warrant Agent's countersignature
thereon), all of which are made solely by the Company.
(i) No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificate
specifically set forth and no implied duties or obligations shall be read
into this Agreement or the Warrant Certificates against the Warrant Agent.
The Warrant Agent shall not be under any obligation to take any action
hereunder which may tend to involve it in any expense or liability, the
payment of which within a reasonable time is not, in its reasonable
opinion, assured to it. The Warrant Agent shall not be accountable or under
any duty or responsibility for the use by the Company of any of the Warrant
Certificates authenticated by the Warrant Agent and delivered by it to the
Company pursuant to this Agreement or for the application by the Company of
the proceeds of the Warrant Certificates. The Warrant Agent shall have no
duty or responsibility in case of any default by the Company in the
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performance of its covenants or agreements contained herein or in the
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 6.02, to make any demand upon the Company.
SECTION 5.03 Resignation and Appointment of Successor. (a) The Company
agrees, for the benefit of the holders of the Warrant Certificates, that there
shall at all times be a Warrant Agent hereunder until all 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 its desired resignation shall become effective; provided that such date
shall not be less than three months after the date on which such notice is given
unless the Company otherwise agrees. The Warrant Agent hereunder may be removed
at any time by the filing with it on an instrument in writing signed by or on
behalf of the Company and specifying such removal and the date when it shall
become effective. Such resignation or removal shall take effect upon the
appointment by the Company, as hereinafter provided, of a successor Warrant
Agent (which shall be a bank or trust company authorized under the laws of the
jurisdiction of its organization to exercise corporate trust powers) and the
acceptance of such appointment by such successor Warrant Agent. The obligation
of the Company under Section 5.02(a) shall continue to the extent set forth
therein notwithstanding the resignation or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or shall file a petition seeking relief under the Federal Bankruptcy
Code, as now constituted or hereafter amended, or under any other applicable
Federal or State Bankruptcy law or similar law 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 for relief against it
under the provisions of the Federal Bankruptcy Code, as now constituted or
hereafter amended, or under any other applicable Federal or State 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, for the purpose of rehabilitation,
conservation or liquidation, a successor Warrant Agent, qualified as aforesaid,
shall be appointed by the Company by an instrument in writing, filed with the
successor Warrant Agent. Upon the appointment as aforesaid of a successor
Warrant Agent and acceptance by the successor Warrant Agent of such appointment,
the Warrant Agent shall cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations of
such predecessor with like effect as if originally named 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 to which the
Warrant Agent shall sell or otherwise transfer all or substantially all the
assets and business of the Warrant Agent, provided that it shall be qualified as
aforesaid, shall be the successor Warrant Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.
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ARTICLE VI
MISCELLANEOUS
SECTION 6.01 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 any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; provided that such action
shall not adversely affect the interests of the holders of the Warrant
Certificates.
SECTION 6.02 Notices and Demands to the Company and Warrant Agent. If the
Warrant Agent shall receive any notice or demand addressed to the Company by the
holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.
SECTION 6.03 Addresses. Any communication from the Company to the Warrant
Agent with respect to this Agreement shall be addressed to ,
Attention: and any communication from the Warrant Agent to
the Company with respect to this Agreement shall be addressed to Republic New
York Corporation, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention:
(or such other address as shall be specified in writing by
the Warrant Agent or by the Company).
SECTION 6.04. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of New York.
SECTION 6.05. Delivery of Prospectus. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with, the delivery of the Warrant Securities issued
upon such exercise, a Prospectus.
SECTION 6.06. Obtaining of Governmental Approvals. The Company will from
time to time take all action which may be necessary to obtain and keep effective
any and all permits, consents and approvals of governmental agencies and
authorities and securities acts filings under United States Federal and State
laws (including, without limitation, a registration statement in respect of the
Warrants and Warrant Securities under the Securities Act of 1933), which may be
or become requisite in connection with the issuance, sale, transfer, and
delivery of the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrant Securities issued upon
exercise of the Warrants or upon the expiration of the period during which the
Warrants are exercisable.
SECTION 6.07. Persons Having Rights under Warrant Agreement. Nothing in
this Agreement shall give to any person other than the Company, the Warrant
Agent and the holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement.
SECTION 6.08. Headings. The descriptive headings of the several Articles
and Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning of construction of any of the provisions hereof.
SECTION 6.09. Counterparts. This Agreement may be executed in any number
of counterparts, each of which as so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.
SECTION 6.10. Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of the
Warrant Agent for inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant Certificate for
inspection by it.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their respective corporate seals to be affixed hereunto, and
the same to be attested all as of the day and year first above written.
REPUBLIC NEW YORK CORPORATION
By
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Attest:
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(NAME OF WARRANT AGENT),
As Warrant Agent
By
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Attest:
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EXHIBIT A
(FORM OF WARRANT CERTIFICATE)
(FACE OF WARRANT CERTIFICATE)
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
REPUBLIC NEW YORK CORPORATION
WARRANTS TO PURCHASE
(TITLE OF WARRANT SECURITIES)
VOID AFTER 5 P.M. NEW YORK TIME ON , ______
(NO.) WARRANTS
This certifies that (the bearer is the) (or registered assigns is the
registered) owner of the above indicated number of Warrants, each Warrant
entitling such (bearer) (owner) to purchase, at any time (after 5 p.m., New York
time on , , and) on or before 5 p.m. New York time on
, , (US $/Specified Currency) principal amount of (Title of
Warrant Securities) (the "Warrant Securities") of Republic New York Corporation
(the "Company"), issued and to be issued under an Indenture (as hereinafter
defined), on the following basis: (on , , the exercise price of
each Warrant is (US $/Specified Currency); during the period from ,
, through and including , , the exercise price of each
Warrant will be (US $/Specified Currency) plus (accrued amortization of the
original issue discount) (accrued interest) from , ; on
, , the exercise price of each Warrant will be (US $/Specified
Currency); during the period from , , through and including
, , the exercise price of each Warrant will be (US $/Specified
Currency) plus (accrued amortization of the original issue discount) (accrued
interest) from , ; (in each case, the original issue discount
will be amortized at a % annual rate, computed on an annual basis, using a
360-day year consisting of twelve 30-day months) (the "Warrant Price"). (The
original issue discount for each principal amount of Warrant Securities is
.) The holder may exercise the Warrants evidenced hereby by
providing certain information set forth on the back hereof and by paying in
full, (in US$/Specified Currency) (in cash or by certified check or official
bank check or by bank wire transfer, in each case) (by bank wire transfer), in
immediately available funds, the Warrant Price for each Warrant exercised to the
Warrant Agent (as hereinafter defined) and by surrendering this Warrant
Certificate, with the purchase form on the reverse hereof duly executed, at the
corporate trust office of (name of Warrant Agent), or its successor as warrant
agent (the "Warrant Agent"), (or ) currently at the address
specified on the reverse hereof, and upon compliance with and subject to the
conditions set forth herein and in the Warrant Agreement (as hereinafter
defined).
Any whole number of Warrants evidenced by this Warrant Certificate may be
exercised to purchase Warrant Securities in registered form in denominations of
(US $/Specified Currency) and any integral multiples thereof. Upon any exercise
of fewer than all of the Warrants evidenced by this Warrant Certificate, there
shall be issued to the holder hereof of 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 term 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 abovementioned office of the Warrant Agent
(and at ).
The Warrant Securities to be issued and delivered upon the exercise of the
Warrants evidenced by this Warrant Certificate will be issued under and in
accordance with an Indenture dated as of May 15, 1986 (the "Senior Indenture")
with Citibank, N.A., as successor trustee, as supplemented by a First
▇-▇
▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ dated as of May 15, 1991 and a Second Supplemental
Indenture dated as of April 15, 1993, or an Indenture dated as of May 15, 1986
with Citibank, N.A., as successor trustee, as supplemented by a First
Supplemental Indenture dated as of May 15, 1991 and a Second Supplemental
Indenture dated as of April 15, 1993 (the "Subordinated Indenture") or an
Indenture dated as of October 15, 1992 with Citibank, N.A. as supplemented by a
First Supplemental Indenture dated as of April 15, 1993 (the "1992 Subordinated
Indenture") being sometimes referred to herein collectively as the "Indentures"
and individually as an "Indenture", and will be subject to the terms and
provisions contained in the Indenture. Copies of the Indentures and the form of
Warrant Securities are on file at the corporate trust office of each trustee
(and at ).
(Bearer Warrants -- This Warrant Certificate, and all rights hereunder, may
be transferred by delivery and the Company and the Warrant Agent may treat the
bearer hereof as the owner for all purposes.)
(Registered Warrants -- This Warrant Certificate may be transferred when
surrendered at the corporate trust office of the Warrant Agent (or
) by the registered owner or his appointed person or by an
attorney duly authorized in writing, in the manner and subject to the terms
provided in the Warrant Agreement.)
After countersignature by the Warrant Agent and prior to the expiration of
this Warrant Certificate, this Warrant Certificate may be exchanged at the
corporate trust office of the Warrant Agent 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 Warrant Securities, including, without limitation, the
right to receive payments of principal of, premium, if any, or interest, if any,
on the Warrant Securities or to enforce any of the covenants of the Indenture.
This Warrant Certificate shall not be valid or obligatory for any purpose
until countersigned by the Warrant Agent.
Dated as of , .
REPUBLIC NEW YORK CORPORATION
By
------------------------------------
Attest:
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Countersigned:
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As Warrant Agent
By
--------------------------------------------------------
Authorized Signature
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(REVERSE OF WARRANT CERTIFICATE)
INSTRUCTIONS FOR EXERCISE OF WARRANT
To exercise the Warrants evidenced hereby, the holder must pay (in cash or
by certified check or official bank check or by bank wire transfer) (by bank
wire transfer), in immediately available funds, the Warrant Price in full for
Warrants exercised to (insert name of Warrant Agent) Corporate Trust Department,
(insert address of Warrant Agent), Attn. (or
), which (payment) (wire transfer) must specify the name of
the holder and the number of Warrants exercised by such holder. In addition, the
holder must complete the information required below and present this Warrant
Certificate in person or by mail (registered mail is recommended) to the Warrant
Agent at the addresses set forth below. This Warrant Certificate, completed and
duly executed, must be received by the Warrant Agent within three business days
of the (payment) (wire transfer).
TO BE EXECUTED UPON EXERCISE OF WARRANT
The undersigned hereby irrevocably elects to exercise Warrants
evidenced by this Warrant Certificate, to purchase (US $/Specified Currency)
principal amount of the (Title of Warrant Securities) (the "Warrant Securities")
of Republic New York Corporation and represents that he has tendered payment for
such Warrant Securities (in cash or by certified check or official bank check or
by bank wire transfer, in each case), (by bank wire transfer), in immediately
available funds, to the order of Republic New York Corporation, c/o (insert name
and address of Warrant Agent), in the amount of (US $/Specified Currency) in
accordance with the terms hereof. The undersigned requests that said principal
amount of Warrant Securities be in fully registered form in the authorized
denominations, registered in such names and delivered, all as specified in
accordance with the instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.
Name
-----------------------------------------------
(Please Print)
Dated: Address
-----------------------------------------------
---------------------------------------- -----------------------------------------------
---------------------------------------- -----------------------------------------------
(Insert Social Security or Other
Identifying Number of Holder)
Signature
---------------------------------------------
The Warrants evidenced hereby may be exercised at the following addresses:
By hand at:
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By mail at:
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(Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants -- complete as
appropriate.)
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ASSIGNMENT
(FORM OF ASSIGNMENT TO BE EXECUTED IF HOLDER DESIRES
TO TRANSFER WARRANTS EVIDENCED HEREBY)
FOR VALUE RECEIVED hereby sells, assigns and transfers unto
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(Please print name and address including zip code)
--------------------------------------------------------------------------------
Please insert social security or other identifying number
the Warrants 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 in the premises.
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 commercial bank, trust
company or member broker of the New
York, American, Midwest or Pacific
Stock Exchange.)
Signature Guaranteed:
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