EXHIBIT 4.9
DEPOSIT AGREEMENT
dated as of ________ __, ____
between
AAR CORP.
[NAME OF DEPOSITARY]
and
THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY SHARES
DESCRIBED HEREIN
DEPOSIT AGREEMENT
WHEREAS it is desired to provide, as hereinafter set forth in
this Deposit Agreement, for the deposit of shares of _____% Series ___
Preferred Stock, par value $1.00 per share, of AAR CORP. with the
Depositary (as hereinafter defined) for the purposes set forth in this
Deposit Agreement and for the issuance hereunder of Receipts (as
hereinafter defined) evidencing Depositary Shares (as hereinafter
defined) in respect of the Stock (as hereinafter defined) so
deposited;
NOW, THEREFORE, in consideration of the premises contained herein
and such other good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
The following definitions shall for all purposes, unless
otherwise indicated, apply to the respective terms used in this
Deposit Agreement and the Receipts:
"Certificate" shall mean the certificate of designations filed
with the Secretary of State of Delaware establishing the Stock as a
series of preferred stock of the Company.
"Company" shall mean AAR CORP., a Delaware corporation, and its
successors.
"Deposit Agreement" shall mean this Deposit Agreement, as amended
or supplemented from time to time.
"Depositary" shall mean __________, a _____________, and any
successor as Depositary hereunder.
"Depositary Shares" shall mean Depositary Shares, each
representing a ______ interest in a share of the Stock and evidenced
by a Receipt.
"Depositary's Agent" shall mean an agent appointed by the
Depositary pursuant to Section 7.05.
"Depositary's Office" shall mean the office of the Depositary at
____________________, ____________________, ____________________, at
which at any particular time its depositary receipt business shall be
administered.
"Receipt" shall mean one of the depositary receipts issued
hereunder, whether in definitive or temporary form.
"Record Holder" as applied with respect to a Depositary Share
shall mean the person in whose name a Receipt evidencing such
Depositary Share is registered on the books of the Depositary
maintained for such purpose.
"Registrar" shall mean any bank or trust company which shall be
appointed to register ownership and transfers of Receipts as herein
provided.
"Securities Act" shall mean the Securities Act of 1933, as
amended.
"Stock" shall mean shares of the Company's _____% Series ___
Preferred Stock, par value $1.00 per share.
ARTICLE II
FORM OF RECEIPTS; DEPOSIT OF STOCK;
EXECUTION AND DELIVERY, TRANSFER,
SURRENDER AND REDEMPTION OF RECEIPTS
SECTION 2.01. Form and Transfer of Receipts. Definitive
Receipts shall be printed, lithographed, typewritten, mimeographed or
engraved or otherwise reproduced in any manner and shall be
substantially in the form set forth in Exhibit A annexed to this
Deposit Agreement, with appropriate insertions, omissions,
substitutions and other variations as are required or permitted by
this Agreement. As set forth in Section 2.09, all or a portion of the
Definitive Receipts may be represented by one or more book-entry
receipts (each, a "Book-Entry Receipt"). Pending the preparation of
definitive Receipts, the Depositary, upon the written order of the
Company delivered in compliance with Section 2.02, shall execute and
deliver temporary Receipts which are printed, lithographed,
typewritten, mimeographed or otherwise substantially of the tenor of
the definitive Receipts in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations
as the persons executing such Receipts may determine, as evidenced by
their execution of such Receipts. If temporary Receipts are issued,
the Company and the Depositary will cause definitive Receipts to be
prepared without unreasonable delay. After the preparation of
definitive Receipts, the temporary Receipts shall be exchangeable for
definitive Receipts upon surrender of the temporary Receipts at an
office described in the third paragraph of Section 2.02, without
charge to the holder. Upon surrender for cancellation of any one or
more temporary Receipts, the Depositary shall execute and deliver in
exchange therefor definitive Receipts representing the same number of
Depositary Shares as represented by the surrendered temporary Receipt
or Receipts. Such exchange shall be made at the Company's expense and
without any charge therefor. Until so exchanged, the temporary
Receipts shall in all respects be entitled to the same benefits under
this Deposit Agreement, and with respect to the Stock, as definitive
Receipts.
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Receipts shall be executed by the Depositary by the manual
signature of a duly authorized officer of the Depositary; provided,
that such signature may be a facsimile if a Registrar for the Receipts
(other than the Depositary) shall have been appointed and such
Receipts are countersigned by manual signature of a duly authorized
officer of the Registrar. No Receipt shall be entitled to any
benefits under this Deposit Agreement or be valid or obligatory for
any purpose unless it shall have been executed manually by a duly
authorized officer of the Depositary or, if a Registrar for the
Receipts (other than the Depositary) shall have been appointed, by
facsimile signature of a duly authorized officer of the Depositary and
countersigned manually by a duly authorized officer of such Registrar.
The Depositary shall record on its books each Receipt so signed and
delivered as hereinafter provided.
Receipts may be endorsed with or have incorporated in the text
thereof such legends or recitals or changes not inconsistent with the
provisions of this Deposit Agreement as may be required by the Company
or the Depositary or required to comply with any applicable law or any
regulation thereunder or with the rules and regulations of any
securities exchange upon which the Stock, the Depositary Shares or the
Receipts may be listed or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to
which any particular Receipts are subject.
Subject to any limitations set forth in a Receipt or in this
Deposit Agreement title to Depositary Shares evidenced by a Receipt
which is properly endorsed or accompanied by a properly executed
instrument of transfer shall be transferable by delivery with the same
effect as in the case of a negotiable instrument; provided, however,
that until transfer of a Depositary Share shall be registered on the
books of the Depositary as provided in Section 2.04, the Depositary
may, notwithstanding any notice to the contrary, treat the Record
Holder thereof at such time as the absolute owner thereof for the
purpose of determining the person entitled to distributions of
dividends or other distributions with respect to the Stock or to any
notice provided for in this Deposit Agreement and for all other
purposes.
The Depositary shall not lend any Stock deposited hereunder.
SECTION 2.02. Deposit of Stock; Execution and Delivery of
Receipts in Respect Thereof. Subject to the terms and conditions of
this Deposit Agreement, the Company may from time to time deposit
shares of Stock under this Deposit Agreement by delivery to the
Depositary of a certificate or certificates representing the Stock to
be deposited. Such certificate or certificates representing the Stock
shall be properly endorsed or accompanied, if required by the
Depositary, by a duly executed instrument of transfer or endorsement,
in form satisfactory to the Depositary, together with all such
certifications as may be required by the Depositary in accordance with
the provisions of this Deposit Agreement, and together with a written
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order of the Company directing the Depositary to execute and deliver
to, or upon the written order of, the person or persons stated in such
order a Receipt or Receipts for the number of Depositary Shares
relating to such deposited Stock.
All Stock deposited by the Company with the Depositary shall be
held by the Depositary at the Depositary's Office or at such other
place or places as the Depositary shall determine.
Upon receipt by the Depositary of a certificate or certificates
representing the Stock deposited in accordance with the provisions of
this Section, together with the other documents required as above
specified, and upon recordation of the Stock so deposited on the books
of the Company in the name of the Depositary or its nominee, the
Depositary, subject to the terms and conditions of this Deposit
Agreement, shall execute and deliver, to or upon the order of the
person or persons named in the written order delivered to the
Depositary referred to in the first paragraph of this Section, a
Receipt or Receipts for the number of Depositary Shares relating to
the Stock so deposited and registered in such name or names as may be
requested by such person or persons. The Depositary shall execute and
deliver such Receipt or Receipts at the Depositary's Office or such
other offices, if any, as the Depositary may designate. Delivery at
other offices shall be at the risk and expense of the person
requesting such delivery.
Other than in the case of splits, combinations or other
reclassifications affecting the Stock, or in the case of dividends or
other distributions of Stock, if any, there shall be deposited
hereunder not more than ______ shares of Stock.
SECTION 2.03. Redemption of Stock. Whenever the Company shall
elect to redeem shares of Stock in accordance with the provisions of
the Certificate, it shall (unless otherwise agreed in writing with the
Depositary) mail notice to the Depositary of such proposed redemption,
by first class mail, postage prepaid, not less than 40 or more than 70
days prior to the date fixed for redemption of Stock in accordance
with Section 3(b) of the Certificate. On the date of such redemption,
provided that the Company shall then have paid in full to the
Depositary the redemption price of the Stock to be redeemed, plus any
accrued and unpaid dividends thereon, the Depositary shall redeem the
Depositary Shares relating to such Stock. The Depositary shall mail
notice of such redemption and the proposed simultaneous redemption of
the number of Depositary Shares relating to the Stock to be redeemed,
by first-class mail, postage prepaid, not less than 30 and not more
than 60 days prior to the date fixed for redemption of such Stock and
Depositary Shares (the "Redemption Date"), to the Record Holders of
the Depositary Shares to be so redeemed, at the addresses of such
holders as they appear on the records of the Depositary; provided,
however, neither failure to mail any such notice to one or more such
holders nor any defect in any notice to one or more such holders shall
affect the sufficiency of the proceedings for redemption as to other
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holders. Each such notice shall state: (i) the Redemption Date; (ii)
the place or places where Receipts evidencing Depositary Shares are to
be surrendered for payment of the redemption price; (iii) the
redemption price; (iv) that dividends in respect of the Stock
underlying the Depositary Shares to be redeemed will cease to accrue
and accumulate at the close of business on such Redemption Date; (v)
the number of Depositary Shares to be redeemed and, if less than all
the Depositary Shares held by any such holder are to be redeemed, the
number of such Depositary Shares held by such holder to be so
redeemed; and (vi) if a date other than the Redemption Date, the date
from and after which the Stock and Depositary Shares shall no longer
be deemed to be outstanding. In case less than all the outstanding
Depositary Shares are to be redeemed, the Depositary Shares to be so
redeemed shall be selected by lot, pro rata or such other method as
may be determined by the Depositary to be equitable.
Notice having been mailed by the Depositary as aforesaid, from
and after the Redemption Date (unless the Company shall have failed to
redeem the shares of Stock to be redeemed by it as set forth in the
Company's notice provided for in the preceding paragraph) all
dividends in respect of the Depositary Shares so called for redemption
shall cease to accrue and accumulate, the Depositary Shares being
redeemed from such proceeds shall be deemed to be no longer
outstanding, all rights of the holders of Receipts evidencing such
Depositary Shares (except the right to receive the redemption price)
shall, to the extent of such Depositary Shares, cease and terminate
and, upon surrender in accordance with such notice of the Receipts
evidencing any such Depositary Shares (properly endorsed or assigned
for transfer, if the Depositary shall so require), such Depositary
Shares shall be redeemed by the Depositary at a redemption price per
Depositary Share equal to the proportionate part of the redemption
price per share paid in respect of the shares of Stock plus all money
and other property, if any, paid with respect to such Depositary
Shares, including all amounts paid by the Company in respect of
dividends which on the Redemption Date have accumulated on the shares
of Stock to be so redeemed and have not theretofore been paid.
If less than all the Depositary Shares evidenced by a Receipt are
called for redemption, the Depositary will deliver to the holder of
such Receipt upon its surrender to the Depositary, together with the
redemption payment, a new Receipt evidencing the Depositary Shares
evidenced by such prior Receipt and not called for redemption;
provided, however, that such Replacement Receipt shall be issued only
in denominations of whole Depositary Shares and cash will be payable
in respect of fractional interests.
SECTION 2.04. Registration of Transfer of Receipts. Subject to
the terms and conditions of this Deposit Agreement, the Depositary
shall register on its books from time to time transfers of Depositary
Shares upon any surrender of the Receipt or Receipts evidencing such
Depositary Shares by the holder in person or by duly authorized
attorney, properly endorsed or accompanied by a properly executed
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instrument of transfer; provided, however, that except as otherwise
provided herein or in any Book-Entry Receipt, each Book-Entry Receipt
may be transferred only in whole and only to the Depositary, to
another nominee of the Depositary, to a successor depository, or to a
nominee of a successor depository. Thereupon the Depositary shall
execute a new Receipt or Receipts evidencing the same aggregate number
of Depositary Shares as those evidenced by the Receipt or Receipts
surrendered and deliver such new Receipt or Receipts to or upon the
order of the person entitled thereto.
SECTION 2.05. Split-ups and Combinations of Receipts; Surrender
of Depositary Shares and Withdrawal of Stock. Upon surrender of a
Receipt or Receipts at the Depositary's Office or at such other
offices as it may designate for the purpose of effecting a split-up or
combination of such Receipt or Receipts, and subject to the terms and
conditions of this Deposit Agreement, the Depositary shall execute and
deliver a new Receipt or Receipts in the denominations requested,
evidencing the aggregate number of Depositary Shares evidenced by the
Receipt or Receipts surrendered. The Depositary shall give prompt
notice of such action and the certificate numbers to the Registrar for
the purposes of recording such split-up or consolidation.
Unless the Depositary Shares have previously been called for
redemption, any holder of Depositary Shares may withdraw the number of
whole shares of Stock underlying such Depositary Shares and all money
and other property, if any, underlying such Depositary Shares by
surrendering Receipts evidencing such Depositary Shares at the
Depositary's Office or at such other offices as the Depositary may
designate for such withdrawals. Thereafter, without unreasonable
delay, the Depositary shall deliver to such holder, or to the person
or persons designated by such holder as hereinafter provided, the
number of whole shares of Stock and all money and other property, if
any, underlying the Depositary Shares so surrendered for withdrawal,
but holders of such whole shares of Stock will not thereafter be
entitled to deposit such Stock hereunder or to receive Receipts
evidencing Depositary Shares therefor. If a Receipt or Receipts
delivered by a holder to the Depositary in connection with such
withdrawal shall evidence in the aggregate a number of Depositary
Shares in excess of the number of Depositary Shares representing the
number of whole shares of Stock to be so withdrawn, the Depositary
shall at the same time, in addition to such number of whole shares of
Stock and such money and other property, if any, to be so withdrawn,
deliver to such holder, or (subject to Sections 2.04 and 3.02) upon
his order, a new Receipt evidencing such excess number of Depositary
Shares. Delivery of the Stock and money and other property being
withdrawn may be made by delivery of such certificates, documents of
title and other instruments as the Depositary may deem appropriate.
Stock delivered pursuant to the preceding paragraph may be
endorsed with or have incorporated in the text thereof such legend or
recitals or changes not inconsistent with the provisions of this
Deposit Agreement as may be required by the Depositary or required to
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comply with any applicable law or any regulation thereunder or with
the rules and regulations of any securities exchange upon which the
Stock may be listed or to conform with any usage with respect thereto,
or to indicate any special limitations or restrictions to which any
particular shares of Stock are subject.
If the Stock and the money and other property being withdrawn are
to be delivered to a person or persons other than the Record Holder of
the Depositary Shares evidenced by the Receipts being surrendered for
withdrawal of Stock, such holder shall execute and deliver to the
Depositary a written order so directing the Depositary and the
Depositary may require that the Receipt or Receipts surrendered by
such holder for withdrawal of such shares of Stock be properly
endorsed in blank or accompanied by a properly executed instrument of
transfer in blank.
Delivery of the Stock and money and other property, if any,
underlying the Depositary Shares surrendered for withdrawal shall be
made by the Depositary at the Depositary's Office, except that, at the
request, risk and expense of the holder surrendering such Depositary
Shares and for the account of such holder, such delivery may be made
at such other place as may be designated by such holder.
SECTION 2.06. Limitations on Execution and Delivery, Transfer,
Surrender and Exchange of Receipts. As a condition precedent to the
execution and delivery, registration of transfer, split-up,
combination, surrender or exchange of any Receipt, the Depositary, any
of the Depositary's Agents or the Company may require payment to it of
a sum sufficient for the payment (or, in the event that the Depositary
or the Company shall have made such payment, the reimbursement to it)
of any charges or expenses payable by the holder of a Receipt pursuant
to Section 5.07, may require the production of evidence satisfactory
to it as to the identity and genuineness of any signature and may also
require compliance with the rules and regulations of any governmental
body, the New York Stock Exchange, any applicable self regulatory body
or such regulations, if any, as the Depositary or the Company may
establish consistent with the provisions of this Deposit Agreement.
The delivery of Receipts against Stock may be suspended, the
registration of transfer of Depositary Shares may be refused and the
registration of transfer, surrender or exchange of outstanding
Depositary Shares may be suspended (i) during any period when the
register of stockholders of the Company is closed or (ii) if any such
action is deemed necessary or advisable by the Depositary, any of the
Depositary's Agents or the Company at any time or from time to time
because of any requirement of law or of any government or governmental
body or commission, New York Stock Exchange or under any provision of
this Deposit Agreement.
SECTION 2.07. Lost Receipts, etc. In case any Receipt shall be
mutilated, destroyed, lost or stolen, the Depositary in its discretion
may execute and deliver a Receipt of like form and tenor in exchange
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and substitution for such mutilated Receipt or in lieu of and in
substitution for such destroyed, lost or stolen Receipt, upon (i) the
filing by the holder thereof with the Depositary of evidence
satisfactory to the Depositary of such destruction or loss or theft of
such Receipt, of the authenticity thereof and of his or her ownership
thereof and (ii) the holder's furnishing of the Depositary with
reasonable indemnification satisfactory to such Depositary and the
Company.
SECTION 2.08. Cancellation and Destruction of Surrendered
Receipts. All Receipts surrendered to the Depositary or any
Depositary's Agent shall be canceled by the Depositary. Except as
prohibited by applicable law or regulation, the Depositary is
authorized to destroy all Receipts so canceled.
SECTION 2.09. Book-Entry Receipts. (a) All or a portion of the
Receipts may be represented by one or more Book-Entry Receipts
deposited with [the Depository Trust Company] (the "Depository") and
registered in the name of [Cede & Co.], a nominee of the Depository.
Each Book-Entry Receipt shall bear such legend or legends as may be
required by the Depository in order for it to accept the Depositary
Shares for its book-entry settlement system. Except as provided for
in Section 2.09(b) hereof, no person acquiring Receipts with book-
entry settlement through the Depository shall receive or be entitled
to receive definitive Receipts. Ownership of beneficial interests in
the Depositary Shares shall be shown on, and the transfer of such
ownership shall be affected through, records maintained by (i) the
Depository or its nominee for each Book-Entry Receipt, or (ii)
institutions that have accounts with the Depository (such institution,
with respect to a Depositary Share in its account, a "Participant").
(b) If the Depository subsequently ceases to make its book-entry
system available for the Depositary Shares, the Company may instruct
the Depository regarding making other arrangements for book-entry
settlement. In the event that the Depositary Shares are not eligible
for, or it is no longer necessary to have the Depositary Shares
available in, book-entry form, the Depositary shall provide written
instructions to the Depository to deliver to the Depositary for
cancellation each Book-Entry Receipt, and the Company shall instruct
the Depository to deliver to the Depositary definitive Receipts in
physical form evidencing such Depositary Shares. Such definitive
Receipts shall be in the form amended hereto as Exhibit A with
appropriate insertions, modification and omissions, as provided above.
ARTICLE III
CERTAIN OBLIGATIONS OF THE HOLDERS
OF RECEIPTS AND THE COMPANY
SECTION 3.01. Filing Proofs, Certificates and Other Information.
Any holder of a Depositary Share may be required from time to time to
file such proof of residence, or other matters or other information,
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to obtain such guarantees of signature, to execute such certificates
and to make such representations and warranties as the Depositary or
the Company may deem reasonably necessary or proper. The Depositary
or the Company may withhold the delivery, or delay the registration of
transfer, redemption or exchange, of any Depositary Share or the
withdrawal of any Stock underlying Depositary Shares or the
distribution of any dividend or other distribution or the sale of any
rights or of the proceeds thereof until such proof or other
information is filed or such certificates are executed or such
representations and warranties are made.
SECTION 3.02. Payment of Taxes or Other Governmental Charges.
Holders of Depositary Shares shall be obligated to make payments to
the Depositary of certain charges and expenses as provided in Section
5.07. Registration of transfer of any Depositary Share or any
withdrawal of Stock and delivery of all money or other property, if
any, underlying such Depositary Share may be refused until any such
payment due is made, and any dividends or other distributions may be
withheld or all or any part of the Stock or other property relating to
such Depositary Shares and not theretofore sold may be sold for the
account of the holder thereof (after attempting by reasonable means to
notify such holder prior to such sale), and such dividends or other
distributions or the proceeds of any such sale may be applied to any
payment of such charges or expenses, the holder of such Depositary
Share remaining liable for any deficiency.
SECTION 3.03. Warranty as to Stock. The Company hereby
represents and warrants to the Depositary that the Stock, when issued,
will be validly issued, fully paid and nonassessable. Such
representation and warranty shall survive the deposit of the Stock and
the issuance of the Receipts.
SECTION 3.04. Warranty as to Receipts. The Depositary hereby
represents and warrants that the Receipts, when issued, will be legal,
valid and binding obligations of the Depositary, enforceable against
the Depositary in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles. Such
representation and warranty shall survive the deposit of the Stock and
the issuance of the Receipts.
ARTICLE IV
THE DEPOSITED SECURITIES; NOTICES
SECTION 4.01. Cash Distributions. Whenever the Depositary shall
receive any cash dividend or other cash distribution on the Stock, the
Depositary shall, subject to Sections 3.01 and 3.02, distribute to the
Record Holders of Depositary Shares on the record date fixed pursuant
to Section 4.04 such amounts of such dividend or distribution as are,
as nearly as practicable, in proportion to the respective numbers of
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Depositary Shares held by such holders; provided, however, that in
case the Company or the Depositary shall be required to withhold and
shall withhold from any cash dividend or other cash distribution in
respect of the Stock an amount on account of taxes, the amount made
available for distribution or distributed in respect of Depositary
Shares shall be reduced accordingly. The Depositary shall distribute
or make available for distribution, as the case may be, only such
amount, however, as can be distributed without attributing to any
holder of Depositary Shares a fraction of one cent, and any balance
not so distributable shall be held by the Depositary (without
liability for interest thereon) and shall be added to and be treated
as part of the next succeeding distribution to record holders of
Receipts.
SECTION 4.02. Distributions Other than Cash. Whenever the
Depositary shall receive any distribution other than cash with respect
to the Stock, the Depositary shall, subject to Sections 3.01 and 3.02,
distribute to the Record Holders of Depositary Shares on the record
date fixed pursuant to Section 4.04 such amounts of the securities or
property received by it as are, as nearly as practicable, in
proportion to the respective numbers of Depositary Shares held by such
holders, in any manner that the Depositary may deem equitable and
practicable for accomplishing such distribution. If in the opinion of
the Depositary such distribution cannot be made proportionately among
such Record Holders, or if for any other reason (including any
requirement that the Company or the Depositary withhold an amount on
account of taxes or governmental charges) the Depositary deems, after
consultation with the Company, such distribution not to be feasible,
the Depositary may, with the approval of the Company, adopt such
method as it deems equitable and practicable for the purpose of
effecting such distribution, including the sale (at public or private)
of the securities or property thus received, or any part thereof, at
such place or places and upon such terms as it may deem proper. The
net proceeds of any such sale shall, subject to Sections 3.01 and
3.02, be distributed or made available for distribution, as the case
may be, by the Depositary to the Record Holders of Depositary Shares
entitled thereto as provided by Section 4.01 in the case of a
distribution received in cash. The Company shall not make any
distribution of such securities unless the Company shall have provided
an opinion of counsel to the effect that such securities have been
registered under the Securities Act or do not need to be registered.
SECTION 4.03. Subscription Rights, Preferences or Privileges.
If the Company shall at any time offer or cause to be offered to the
persons in whose names Stock is recorded on the books of the Company
any rights, preferences or privileges to subscribe for or to purchase
any securities or any rights, preferences or privileges of any other
nature, such rights, preferences or privileges shall in each such
instance be made available by the Depositary to the Record Holders of
Depositary Shares in such manner as the Depositary may determine,
either by the issue to such Record Holders of warrants representing
such rights, preferences or privileges or by such other method as may
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be approved by the Depositary in its discretion with the approval of
the Company; provided, however, that (i) if at the time of issue or
offer of any such rights, preferences or privileges the Depositary
determines that it is not lawful or (after consultation with the
Company) not feasible to make such rights, preferences or privileges
available to holders of Depositary Shares by the issue of warrants or
otherwise, or (ii) if and to the extent so instructed by holders of
Depositary Shares who do not desire to exercise such rights,
preferences or privileges, then the Depositary, in its discretion
(with the approval of the Company, in any case where the Depositary
has determined that it is not feasible to make such rights,
preferences or privileges available), may, if applicable laws or the
terms of such rights, preferences or privileges permit such transfer,
sell such rights, preferences or privileges at public or private sale,
at such place or places and upon such terms as it may deem proper.
The net proceeds of any such sale shall, subject to Sections 3.01 and
3.02, be distributed by the Depositary to the Record Holders of
Depositary Shares entitled thereto as provided by Section 4.01 in the
case of a distribution received in cash. The Company shall not make
any distribution of such rights, preferences or privileges unless the
Company shall have provided an opinion of counsel to the effect that
such rights, preferences or privileges have been registered under the
Securities Act or do not need to be registered.
If registration under the Securities Act of the securities to
which any rights, preferences or privileges relate is required in
order for holders of Depositary Shares to be offered or sold the
securities to which such rights, preferences or privileges relate, the
Company agrees with the Depositary that it will file promptly a
registration statement pursuant to such Act with respect to such
rights, preferences or privileges and securities and use its best
efforts and take all steps available to it to cause such registration
statement to become effective sufficiently in advance of the
expiration of such rights, preferences or privileges to enable such
holders to exercise such rights, preferences or privileges. In no
event shall the Depositary make available to the holders of Depositary
Shares any right, preference or privilege to subscribe for or to
purchase any securities unless and until such a registration statement
shall have become effective, or unless the offering and sale of such
securities to such holders are exempt from registration under the
provision of such Act.
If any other action under the laws of any jurisdiction or any
governmental or administrative authorization, consent or permit is
required in order for such rights, preferences or privileges to be
made available to the holders of Depositary Shares, the Company agrees
with the Depositary that the Company will use its best efforts to take
such action or obtain such authorization, consent or permit
sufficiently in advance of the expiration of such rights, preferences
or privileges to enable such holders to exercise such rights,
preferences or privileges.
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SECTION 4.04. Notice of Dividends, etc.; Fixing of Record Date
for Holders of Depositary Shares. (i) Whenever any cash dividend or
other cash distribution shall become payable or any distribution other
than cash shall be made, (ii) if rights, preferences or privileges
shall at any time be offered, with respect to the Stock, (iii)
whenever the Depositary shall receive notice of (a) any meeting at
which holders of Stock are entitled to vote or of which holders of
Stock are entitled to notice, or (b) any election by the Company to
redeem any shares of Stock, or (iv) whenever the Depositary and the
Company shall decide it is appropriate) the Depositary shall in each
such instance fix a record date (which shall be the same date as the
record date fixed by the Company with respect to the Stock) for the
determination of the holders of Depositary Shares who shall be
entitled to receive a distribution in respect of such dividend,
distribution, rights, preferences or privileges or the net proceeds of
the sale thereof, or to give instructions for the exercise of voting
rights at any such meeting, or who shall be entitled to receive notice
of such meeting.
SECTION 4.05. Voting Rights. Upon receipt of notice of any
meeting at which the holders of the Stock are entitled to vote, the
Depositary shall, as soon as practicable thereafter, mail to the
Record Holders of Depositary Shares a notice which shall contain (i)
such information as is contained in such notice of meeting and (ii) a
statement informing holders of Depositary Shares that they may
instruct the Depositary as to the exercise of the voting rights
pertaining to the amount of Stock underlying their respective
Depositary Shares and a brief statement as to the manner in which such
instructions may be given. Upon the written request of the holders of
Depositary Shares on the record date established in accordance with
Section 4.04, the Depositary shall endeavor insofar as practicable to
vote or cause to be voted, in accordance with the instructions set
forth in such requests, the maximum number of whole shares of Stock
underlying the Depositary Shares as to which any particular voting or
consent instructions are received. The Company hereby agrees to take
all action which may be deemed necessary by the Depositary in order to
enable the Depositary to vote such Stock or cause such Stock to be
voted. In the absence of specific instructions from the holder of a
Depositary Share, the Depositary will abstain from voting (but, at its
discretion, not from appearing at any meeting held with respect to
such Stock unless directed to the contrary by the holders of all the
Depositary Shares) to the extent of the Stock underlying the
Depositary Shares evidenced by such Receipt.
SECTION 4.06. Changes Affecting Deposited Securities and
Reclassifications, Recapitalizations, etc. Upon any change in par or
liquidation value, split-up, combination or other reclassification of
the Stock, or upon any recapitalization, reorganization, merger,
amalgamation or consolidation affecting the Company or to which it is
a party, the Depositary may in its discretion, with the approval of,
and shall upon the instructions of, the Company, and (in either case)
in such manner as the Depositary may deem equitable, (i) make such
12
adjustments in (a) the fraction of an interest in one share of Stock
underlying one Depositary Share and (b) the ratio of the redemption
price per Depositary Share to the redemption price of a share of the
Stock, in each case as may be necessary to reflect fully the effects
of such change in par or liquidation value, split-up, combination or
other reclassification of the Stock, or of such recapitalization,
reorganization, merger, amalgamation or consolidation and (ii) treat
any securities which shall be received by the Depositary in exchange
for or upon conversion of or in respect of the Stock as new deposited
securities so received in exchange for or upon conversion of or in
respect of such Stock. In any such case the Depositary may in its
discretion, with the approval of the Company, execute and deliver
additional Receipts, or may call for the surrender of all outstanding
Receipts to be exchanged for new Receipts specifically describing such
new deposited securities.
Anything to the contrary herein or in the Receipt
notwithstanding, holders of Receipts shall have the right from and
after the effective date or any such change in par or stated value,
split-up, combination or other reclassification of the Stock or any
such recapitalization, reorganization, merger, amalgamation,
consolidation or sale, to the extent that holders of Stock had the
right, prior to or on the applicable effective date, to convert,
exchange or surrender shares of Stock into or for other stock,
securities, property or cash, to surrender such Receipts to the
Depositary with instructions to convert, exchange or surrender the
Stock represented thereby only into or for, as the case may be, the
kind and amount of shares of stock and other securities and property
and cash into which the Stock represented by such Receipts has been
converted or for which such Stock might have been exchanged or
surrendered immediately prior to the effective date of such
transaction.
SECTION 4.07. Delivery of Reports. The Depositary will forward
to Record Holders of Receipts, at their respective addresses appearing
in the Depositary's books, all notices, reports and communications
received from the Company which are delivered to the Depositary and
which the Company is required to furnish to the holders of Stock or
Receipts.
SECTION 4.08. List of Holders. Promptly upon request from time
to time by the Company, the Depositary shall furnish to it a list, as
of a recent date, of the names, addresses and holdings of Depositary
Shares of all persons in whose names Depositary Shares are registered
on the books of the Depositary or Registrar, as the case may be.
13
ARTICLE V
THE DEPOSITARY, THE DEPOSITARY'S AGENTS,
THE REGISTRAR AND THE COMPANY
SECTION 5.01. Maintenance of Offices, Agencies and Transfer
Books by the Depositary; Registrar. Upon execution of this Deposit
Agreement, the Depositary shall maintain at the Depositary's Offices
or at any Registrar's Office, facilities for the execution and
delivery, surrender and exchange of Receipts and the registration and
registration of transfer of Depositary Shares and at the offices of
the Depositary's Agents, if any, facilities for the delivery,
surrender and exchange of Receipts and the registration of transfer of
Depositary Shares, all in accordance with the provisions of this
Deposit Agreement. The Depositary shall have complete access to all
books and records maintained on the Company's behalf at such
Depositary's Offices or at such Registrar's Offices.
The Depositary shall keep books at the Depositary's Office for
the registration and registration of transfer of Depositary Shares,
which books at all reasonable times shall be open for inspection by
the Record Holders of Depositary Shares; provided, that any such
holder requesting to exercise such right shall certify to the
Depositary that such inspection shall be for a proper purpose
reasonably related to such person's interest as an owner of Depositary
Shares.
The Depositary may close such books, at any time or from time to
time, when deemed expedient by it in connection with the performance
of its duties hereunder.
If the Receipts or the Depositary Shares evidenced thereby or the
Stock underlying such Depositary Shares shall be listed on the New
York Stock Exchange, the Depositary may, with the approval of the
Company, appoint a Registrar for registration of such Receipts or
Depositary Shares in accordance with any requirements of such
Exchange. Such Registrar (which may be the Depositary if so permitted
by the requirements of such Exchange) may be removed and a substitute
registrar appointed by the Depositary upon the request or with the
approval of the Company. If such Receipts, such Depositary Shares or
such Stock are listed on one or more other stock exchanges, the
Depositary will, at the request of the Company, arrange such
facilities for the delivery, registration, registration of transfer,
surrender and exchange of such Receipts, such Depositary Shares or
such Stock as may be required by law or applicable stock exchange
regulation.
SECTION 5.02. Prevention of or Delay in Performance by the
Depositary, the Depositary's Agents, any Registrar or the Company.
Neither the Depositary nor any of the Depositary's Agent nor any
Registrar nor the Company shall incur any liability to any holder of
any Depositary Share if by reason of any provision of any present or
14
future law, or regulation thereunder, of the United States of America
or of any other governmental authority or, in the case of the
Depositary, any Depositary's Agent or any Registrar, by reason of any
provision, present or future, of the Company's Certificate of
Incorporation (including the Certificate) or by reason of any act of
God or war or other circumstance beyond the control of the relevant
party, the Depositary, any Depositary's Agent, any Registrar or the
Company shall be prevented or forbidden from doing or performing any
act or thing which the terms of this Deposit Agreement provide shall
be done or performed; nor shall the Depositary, any Depositary's
Agent, any Registrar or the Company incur any liability to any holder
of a Depositary Share (i) by reason of any nonperformance or delay,
caused as aforesaid, in the performance of any act or thing which the
terms of this Deposit Agreement provide shall or may be done or
performed, or (ii) by reason of any exercise of, or failure to
exercise, any discretion provided for in this Deposit Agreement
except, in the case of any such exercise or failure to exercise
discretion not caused as aforesaid, if caused by the gross negligence
or willful misconduct of the party charged with such exercise or
failure to exercise.
SECTION 5.03. Obligations of the Depositary, the Depositary's
Agents, any Registrar and the Company. Neither the Depositary nor any
Depositary's Agent nor any Registrar nor the Company assumes any
obligation or shall be subject to any liability under this Deposit
Agreement to holders of Depositary Shares other than for its
negligence or willful misconduct.
Neither the Depositary nor any Depositary's Agent nor any
Registrar nor the Company shall be under any obligation to appear in,
prosecute or defend any action, suit or other proceeding in respect of
the Stock, the Depositary Shares or the Receipts which in its opinion
may involve it in expense or liability unless indemnity satisfactory
to it against all expense and liability be furnished as often as may
be required.
Neither the Depositary nor any Depositary's Agent nor any
Registrar nor the Company shall be liable for any action or any
failure to act by it in reliance upon the written advice of legal
counsel or accountants, or information from any person presenting
Stock for deposit, any holder of a Depositary Share or any other
person believed by it in good faith to be competent to give such
information. The Depositary, any Depositary's Agent, any Registrar
and the Company may each rely and shall each be protected in acting
upon any written notice, request, direction or other document believed
by it to be genuine and to have been signed or presented by the proper
party or parties.
The Depositary shall not be responsible for any failure to carry
out any instruction to vote any of the shares of Stock or for the
manner or effect of any such vote, as long as any such action or non-
action is in good faith. The Depositary undertakes and shall cause any
15
Registrar to undertake, to perform such duties and only such duties as
are specifically set forth in this Deposit Agreement using its
reasonable best efforts and in good faith. The parties hereto
acknowledge that no implied covenants or obligations shall be read
into this Deposit Agreement against the Depositary or any Registrar.
The Depositary will indemnify the Company against any liability which
may arise out of acts performed or omitted by the Depositary or its
agents due to its or their gross negligence or bad faith. The
Depositary, any Depositary's Agents, any Registrar and the Company may
own and deal in any class of securities of the Company and its
affiliates and in Depositary Shares. The Depositary may also act as
transfer agent or registrar of any of the securities of the Company
and its affiliates.
SECTION 5.04. Resignation and Removal of the Depositary;
Appointment of Successor Depositary. The Depositary may at any time
resign as Depositary hereunder by notice of its election so to do
delivered to the Company, such resignation to take effect upon the
appointment of a successor Depositary and its acceptance of such
appointment as hereinafter provided.
The Depositary may at any time be removed by the Company by
notice of such removal delivered to the Depositary, such removal to
take effect upon the appointment of a successor Depositary and its
acceptance of such appointment as hereinafter provided.
In case the Depositary acting hereunder shall at any time resign
or be removed, the Company shall, within 60 days after the delivery of
the notice of resignation or removal, as the case may be, appoint a
successor Depositary, which shall be a bank or trust company having
its principal office in the United States of America and having a
combined capital and surplus of at least $50,000,000. If no successor
Depositary shall have been so appointed within 60 days after delivery
of such notice, the resigning or removed Depositary may petition any
court of competent jurisdiction for the appointment of a successor
Depositary. Every successor Depositary shall execute and deliver to
its predecessor and to the Company an instrument in writing accepting
its appointment hereunder, and thereupon such successor Depositary,
without any further act or deed, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor and for
all purposes shall be the Depositary under this Deposit Agreement, and
such predecessor, upon payment of all sums due it and on the written
request of the Company, shall execute and deliver an instrument
transferring to such successor all rights and powers of such
predecessor hereunder, shall duly assign, transfer and deliver all
right, title and interest in the Stock and any moneys or property held
hereunder to such successor and shall deliver to such successor a list
of the Record Holders of all outstanding Depositary Shares. Any
successor Depositary shall promptly mail notice of its appointment to
the Record Holders of Depositary Shares.
16
Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor of such Depositary
without the execution or filing of any document or any further act.
Such successor Depositary may authenticate the Receipts in the name of
the predecessor Depositary or in the name of the successor Depositary.
SECTION 5.05. Corporate Notices and Reports. The Company agrees
that it will deliver to the Depositary and the Depositary will,
promptly after receipt thereof, transmit to the Record Holder of
Depositary Shares, in each case at the address furnished to it
pursuant to Section 4.08, all notices, reports and communications
(including without limitation financial statements) required by law,
the rules of any national securities exchange upon which the Stock,
the Depositary Shares or the Receipts are listed or by the Company's
Certificate of Incorporation (including the Certificate) to be
furnished by the Company to holders of the Stock. Such transmission
will be at the Company's expense and the Company will provide the
Depositary with such number of copies of such documents as the
Depositary may reasonably request.
SECTION 5.06. Indemnification by the Company. The Company shall
indemnify the Depositary, any Depositary's Agent and any Registrar
against, and hold each of them harmless from, any loss, liability or
expense (including the costs and expenses of defending itself) which
may arise out of (i) acts performed or omitted in connection with this
Deposit Agreement and the Depositary Shares (a) by the Depositary, any
Registrar or any of their respective agents (including any
Depositary's Agent), except for any liability arising out of
negligence, willful misconduct or bad faith on the respective parts of
any such person or persons, or (b) by the Company or any of its
agents, or (ii) the offer, sale or registration of the Depositary
Shares or the Stock pursuant to the provisions hereof. The
obligations of the Company set forth in this Section 5.06 shall
survive any succession of any Depositary, Registrar or Depositary's
Agent.
SECTION 5.07. Charges and Expenses. The Company shall pay all
transfer and other taxes and governmental charges arising solely from
the existence of the depositary arrangements. The Company shall pay
all charges of the Depositary in connection with the initial deposit
of the Stock and the initial issuance of the Receipts, any redemption
of the Stock at the option of the Company and any withdrawals of Stock
by holders of Depositary Shares. All other transfer and other taxes
and governmental charges shall be at the expense of holders of
Depositary Shares. The Depositary may refuse to effect any transfer
of a Receipt or any withdrawal of Stock evidenced hereby until all
such taxes and charges with respect to such receipt or stock are paid
by the holders thereof. If, at the request of a holder of a
Depositary Share, the Depositary incurs charges or expenses for which
it is not otherwise liable hereunder, such holder will be liable for
such charges and expenses. All other charges and expenses of the
Depositary, any Depositary's Agent hereunder and any ▇▇▇▇▇▇▇▇▇
▇▇
(including, in each case, fees and expenses of counsel) incident to
the performance of their respective obligations hereunder will be paid
upon consultation and agreement between the Depositary and the Company
as to the amount and nature of such charges and expenses. The
Depositary shall present its statement for charges and expenses to the
Company once every three months or at such other intervals as the
Company and the Depositary may agree.
ARTICLE VI
AMENDMENT AND TERMINATION
SECTION 6.01. Amendment. The form of the Receipts and any
provisions of this Deposit Agreement may at any time and from time to
time be amended by agreement between the Company and the Depositary in
any respect which they may deem necessary or desirable; provided,
however, that no such amendment which shall materially and adversely
alter the rights of the existing holders of Depositary Shares shall be
effective unless such amendment shall have been approved by the
holders of at least a majority of the Depositary Shares then
outstanding. Every holder of an outstanding Depositary Share at the
time any such amendment becomes effective shall be deemed, by
continuing to hold such Depositary Share, to consent and agree to such
amendment and to be bound by this Deposit Agreement as amended
thereby. In no event shall any amendment impair the right, subject to
the provisions of Sections 2.05 and 2.06 hereof, of any owner of any
Depositary Shares to surrender any Receipt evidencing such Depositary
Shares to the Depositary with instructions to deliver to the holder
the Stock and all money and other property, if any, represented
thereby, except in order to comply with mandatory provisions of
applicable law or the rules and regulations of any governmental body,
agency or commission, the depository for any Book-Entry Receipts, the
New York Stock Exchange or any applicable stock exchange.
SECTION 6.02. Termination. This Deposit Agreement may be
terminated by the Company or the Depositary only after (i) all
outstanding Depositary Shares shall have been redeemed and any
accumulated and unpaid dividends on the Stock represented by the
Depositary Shares, together with all other moneys and property, if
any, to which holders of the related Receipts are entitled under the
terms of such Receipts or this Deposit Agreement, have been paid or
distributed as provided in this Deposit Agreement or provision
therefor has been duly made pursuant to Section 2.03, (ii) all the
Stock has been withdrawn pursuant to Section 2.05 or (iii) there shall
have been made a final distribution in respect of the Stock in
connection with any liquidation, dissolution or winding up of the
Company and such distribution shall have been distributed to the
holders of Receipts pursuant to Section 4.01 or 4.02, as applicable.
Whenever the Deposit Agreement has been terminated pursuant to (iii)
above, the Depositary will mail notice of such termination to the
record holders of all Depositary Shares then outstanding at least 30
days prior to the date fixed in that notice for termination of the
18
Deposit Agreement. If any Depositary Shares remain outstanding after
the date of termination, the Depositary thereafter will discontinue
the transfer of Depositary Shares, will suspend the distribution of
dividends to the owners thereof, and will not give any further notices
(other than notice of such termination) or perform any further acts
under this Deposit Agreement, except that the Depositary will continue
(i) to collect dividends on the Stock and any other distributions with
respect thereto and (ii) to deliver or cause to be delivered shares of
Stock, together with such dividends and distributions, or principal
and interest, and the net proceeds of any sales of rights,
preferences, privileges or other property (other than real property)
in exchange for Depositary Shares surrendered. At any time after the
expiration of three years from the date of termination, the Depositary
may sell the Stock then held by it at a public or private sale, at
such place or places and upon such terms as it deems proper and may
thereafter hold the net proceeds of such sale, without liability for
interest, for the pro rata benefit of the owners of the Depositary
Shares which have not theretofore been surrendered. Subject to
applicable escheat laws, any monies set aside by the Company in
respect of any payment with respect to the Stock represented by the
Depositary Shares, or dividends thereon, and unclaimed at the end of
three years from the date upon which such payment is due and payable
shall revert to the general funds of the Company, after which
reversion the holders of such Depositary Shares shall look only to the
general funds of the Company for payment thereof.
Upon the termination of this Deposit Agreement, the parties
hereto shall be discharged from all obligations under this Deposit
Agreement except for their respective obligations under Sections 5.03,
5.06 and 5.07.
ARTICLE VII
MISCELLANEOUS
SECTION 7.01. Counterparts. This Deposit Agreement may be
executed in any number of counterparts and by each of the parties
hereto on separate counterparts, each of which counterparts, when so
executed and delivered, shall be deemed an original, but all such
counterparts taken together shall constitute one and the same
instrument.
SECTION 7.02. Exclusive Benefit of Parties. This Deposit
Agreement is for the exclusive benefit of the parties hereto and their
respective successors hereunder and shall not be deemed to give any
legal or equitable right, remedy or claim to any other person
whatsoever.
SECTION 7.03. Invalidity of Provisions. In case any one or more
of the provisions contained in this Deposit Agreement or in the
Receipts should be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining
19
provisions contained herein or therein shall in no way be affected,
prejudiced or disturbed thereby.
SECTION 7.04. Notices. Any and all notices to be given to the
Company hereunder or under the Receipts shall be in writing and shall
be deemed to have been duly given if personally delivered or sent by
mail or telegram or telex confirmed by letter, addressed to the
Company at ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇;
telephone (▇▇▇) ▇▇▇-▇▇▇▇, facsimile (▇▇▇) ▇▇▇-▇▇▇▇ Attention:
____________, or at any other address of which the Company shall have
notified the Depositary in writing.
Any and all notices to be given to the Depositary hereunder or
under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail or by
telegram, telecopy or telex confirmed by letter, addressed to the
Depositary at the Depositary's Office,
at________________________________, telephone (___) _____-_________,
facsimile (___) _____-_________, Attention: ___________, or at any
other address and to the attention of any other person of which the
Depositary shall have notified the Company in writing.
Any and all notices to be given to any Record Holder of a Receipt
hereunder or under the Receipts shall be in writing and shall be
deemed to have been duly given if personally delivered or sent by
mail, telegram or telex (and confirmed by letter in the case of a
telegram or telex), to such Record Holder at the address of such
Record Holder as such address appears on the books of the Depositary
or if such holder shall have filed with the Depositary a written
request that notices intended for such holder be mailed to some other
address, at the address designated in such request.
Delivery of a notice sent by mail or by telegram or telex shall
be deemed to be effected at the time when a duly addressed letter
containing the same (or a confirmation thereof in the case of a
telegram or telex message) is deposited, postage prepaid, in a post
office letter box. The Depositary or the Company may, however, act
upon any telegram or telex message received by it from the other or
from any holder of a Depositary Share, notwithstanding that such
telegram or telex message shall not subsequently be confirmed by
letter or as aforesaid.
SECTION 7.05. Depositary's Agents. The Depositary may from time
to time, with the prior approval of the Company, appoint Depositary's
Agents to act in any respect for the Depositary for the purposes of
this Deposit Agreement and may at any time appoint additional
Depositary's Agents and vary or terminate the appointment of such
Depositary's Agents. The Depositary will notify the Company of any
such action.
SECTION 7.06. Holders of Receipts Are Parties. The holders of
Depositary Shares from time to time shall be parties to this Deposit
20
Agreement and shall be bound by all of the terms and conditions hereof
and of the Receipts evidencing such Depositary Shares by acceptance of
delivery thereof.
SECTION 7.07. GOVERNING LAW. THIS DEPOSIT AGREEMENT AND EACH
RECEIPT AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF
AND THEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF ILLINOIS (WITHOUT REFERENCE TO APPLICABLE
CONFLICTS OF LAW PROVISIONS).
SECTION 7.08. Inspection of Deposit Agreement. Copies of this
Deposit Agreement shall be filed with the Depositary and the
Depositary's Agents and shall be open to inspection during business
hours at the Depositary's Office and the respective offices of the
Depositary's Agents, if any, by any holder of a Depository Share.
SECTION 7.09. Headings. The headings of articles and sections
in this Deposit Agreement and in the form of Receipt set forth in
Exhibit A hereto have been inserted for convenience only and are not
to be regarded as part of this Deposit Agreement or the Receipts or as
having any bearing upon the meaning or interpretation of any provision
contained herein or in the Receipts.
IN WITNESS WHEREOF, the Company and the Depositary have duly
executed this Deposit Agreement as of the day and year first above set
forth, and all holders of Depositary Shares shall become parties
hereto by and upon acceptance by them of delivery of Receipts
evidencing such Depositary Shares and issued in accordance with the
terms hereof.
AAR CORP.
By____________________________
[Name and Title]
____________________________
As Depositary
By ___________________________
Authorized Officer
21
EXHIBIT A
FORM OF DEPOSITARY RECEIPT
FOR DEPOSITARY SHARES
[GENERAL FORM OF FACE OF RECEIPT]
NUMBER DEPOSITARY SHARES
DEPOSITARY RECEIPT FOR DEPOSITARY SHARES,
REPRESENTING __% SERIES ____ PREFERRED STOCK
AAR CORP.
Incorporated under the laws of the State of Delaware
This Depositary Receipt is transferable
in New York, New York
______________________________, as Depositary, (the
"Depositary"), hereby certifies that ______________________________ is
the registered owner of ____________________ Depositary Shares
("Depositary Shares"), each Depositary Share representing an interest
in one share of ____% Series ____ Preferred Stock, par value $1.00 per
share (the "Stock"), of AAR CORP., a Delaware corporation (the
"Company"), on deposit with the Depositary, subject to the terms and
entitled to the benefits of the Deposit Agreement dated as of
____________________, 199_ (the "Deposit Agreement"), between the
Company, the Depositary and all holders from time to time of
Depositary Receipts. By accepting this Depositary Receipt the holder
hereof becomes a party to and agrees to be bound by all the terms and
conditions of the Deposit Agreement. This Depositary Receipt shall not
be valid or obligatory for any purpose or entitled to any benefits
under the Deposit Agreement unless it shall have been executed by the
Depositary by the manual signature of a duly authorized officer or, if
executed in facsimile by the Depositary, countersigned by a Registrar
in respect of the Depositary Receipts by the manual signature of a
duly authorize officer thereof.
Dated: ______________
Depositary
By ________________________________
Authorized Officer
Registrar
By ________________________________
Authorized Officer
A-1
[GENERAL FORM OF REVERSE OF RECEIPT]
AAR CORP.
AAR CORP. WILL FURNISH WITHOUT CHARGE TO EACH RECEIPT HOLDER WHO SO
REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE
PORTIONS OF THE CERTIFICATE OF INCORPORATION ESTABLISHING THE POWERS,
DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH
AAR CORP. IS AUTHORIZED TO ISSUE AND THE QUALIFICATIONS, LIMITATIONS
OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS OF SUCH CLASS. ANY
SUCH REQUEST IS TO BE ADDRESSED TO AAR CORP., ONE AAR PLACE, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ATTENTION:
______________.
The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - _______________ Custodian ________________
(Cust) (Minor)
under the Uniform Gifts to Minors Act ___________________
(State)
Additional abbreviations may also be used though not in the above
list. For value received, _______________ hereby sell(s), assign(s)
and transfer(s) unto _______________.
(Please insert social security or other identifying number of
assignee)
----------------------------------------------------------------------
Please print or typewrite name and address including postal zip code
of assignee __________
Depositary Shares represented by the within receipt and all rights
thereunder, and do hereby irrevocably constitute and appoint _________
Attorney to transfer said Depositary Shares on the books of the
within-named Depositary with full power of substitution in the
premises.
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Dated: ____________________
___________________________________
NOTICE. The signature(s) to this
assignment must correspond with the
name(s) as written upon the face of
this instrument in every particular,
without alteration or enlargement
or any change whatever.
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