EXHIBIT 10.12
DATE: JULY 26, 1997
WARRANTS TO PURCHASE 100,000 SHARES
OF
COMMON STOCK OF COACH USA, INC.
HELD BY
EXEL MOTORCOACH PARTNERS LLC
Pursuant to the Amendment dated June 24, 1997 to Agreement Between Coach
USA, Inc. and Exel Motorcoach Partners LLC (the "Amendment Agreement"), Coach
USA, Inc. ("Coach") hereby grants to Exel Motorcoach Partners LLC ("Exel") the
right to purchase 100,000 shares of common stock of Coach pursuant to the terms
provided for below.
1. WARRANTS. The warrants granted to Exel entitle Exel, or his permitted
assigns, to purchase 100,000 shares of common stock, $.01 par value, of
Coach at an exercise price of $26.00 per share (such warrants to purchase
shares of Coach common stock are hereinafter referred to as the "Warrants").
2. PERMITTED ASSIGNS. Exel (and Exel's members upon distribution of
warrants by Exel to its members) shall have the right to assign any portion
of the Warrants (a) to ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇
▇▇▇▇▇▇ and (b) to anyone else as permitted by law (which assignment can be
made by any of the persons listed in (a) above). Any person or entity that
owns any Warrants is herein referred to as a "Holder." In the event of the
death of any Holder, then such Warrants shall be exercisable by the heirs of
such Holder pursuant to the terms hereunder. IN THE EVENT OF AN ASSIGNMENT
TO ANYONE OTHER THAN AMERICAN BUSINESS PARTNERS LLC AND THOSE LISTED IN (A)
ABOVE OR THEIR HEIRS, COACH SHALL HAVE THE RIGHT FOR TWENTY BUSINESS DAYS
PRIOR TO SUCH ASSIGNMENT TO ACQUIRE ANY SUCH WARRANTS PROPOSED FOR
ASSIGNMENT UPON THE SAME TERMS AND CONDITIONS AS PROPOSED BY ANY SUCH
TRANSFEREE.
3. EXERCISE PERIOD. The right to exercise any of the Warrants shall begin on
January 26, 1998 and shall expire on July 26, 1999. Coach has no obligation
to remind or otherwise inform Exel or any Holder of a portion or all of the
rights to exercise Warrants of the pending expiration or expiration of the
Warrant exercise period.
4. EXERCISE OF WARRANTS. During the period in which any Warrants can be
exercised the Holder shall deliver written notice to Coach setting forth the
number of shares with respect to which the Warrant is to be exercised,
together with cash, certified check, bank draft, wire transfer, or postal or
express money order payable to the order of Coach for an amount equal to the
exercise price of the shares being purchased.
5. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event that any dividend
or other distribution (whether in the form of cash, common stock or other
property), recapitalization, forward or reverse split, reorganization,
merger, consolidation, spin-off,
combination, repurchase or exchange of common stock or other securities,
liquidation, dissolution, or other similar corporate transaction or event,
affects the common stock such that an adjustment is appropriate in order to
prevent dilution or enlargement of the rights of Holders, then the Board of
Directors shall, in such manner as it may deem equitable, adjust any or all
of the number and kind of shares that may be issued in respect of Warrants
and the exercise price of Warrants (or, if deemed appropriate, the Board may
make provision for a cash payment with respect to any Warrants). In
addition, the Board is authorized to make adjustments in the terms and
conditions of Warrants in recognition of unusual of nonrecurring events
(including, without limitation, events described in the preceding sentence)
affecting the Company or any subsidiary or the financial statements of the
Company or any subsidiary, or in response to changes in applicable laws,
regulations, or accounting principles.
6. REGISTRATION UNDER SECURITIES LAWS. Coach shall prepare and file with the
United States Securities and Exchange Commission a registration statement on
Form S-3 in which it registers the sale to the Holders of the shares of
common stock to be issued upon exercise of Warrants. Coach shall use
reasonable efforts to secure and maintain the effectiveness of such
registration statement. Coach shall also list for trading the shares
issuable upon exercise of any Warrants on the New York Stock Exchange or
such other primary exchange on which the shares of Coach common stock are
traded. Coach shall not be obligated to make any other filings with any
other regulatory authorities in connection with making the shares issued
upon exercise of any Warrants available for public resale.
7. ADMINISTRATION. In the event a dispute or interpretation of the
provisions of the Warrants is required then the Board of Directors of Coach
shall be the administrator and ultimate decision maker in connection with
such interpretation.
Coach USA, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Date: July 26, 1997