1
Exhibit 4.14
CHUBB CAPITAL CORPORATION
and
_________________
as Warrant Agent
__________________________
DEBT WARRANT AGREEMENT
Dated as of ________________
____________________________
Warrants to Purchase ________
____________________
2
TABLE OF CONTENTS*
PAGE
----
PARTIES .............................................................................
RECITALS ............................................................................ 1
ARTICLE I
ISSUANCE OF WARRANTS [AND TEMPORARY GLOBAL SECURITY]
AND EXECUTION AND DELIVERY
OF WARRANT CERTIFICATES
SECTION 1.01. Issuance of Warrants ............................................. 2
SECTION 1.02. Execution and Delivery
of Warrant Certificates ........................................ 2
SECTION 1.03. Issuance of Warrant Certificates ................................. 4
[SECTION 1.04. Temporary Global Security ........................................ 5]
ARTICLE II
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
SECTION 2.01. Warrant Price ........................................................ 5
SECTION 2.02. Duration of Warrants ................................................. 6
SECTION 2.03. Exercise of Warrants ................................................. 6
___________________
* The Table of Contents is not a part of the Agreement.
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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 .................................................... 10
SECTION 3.02. Lost, Mutilated, Stolen or
Destroyed Warrant Certificates .................................. 11
SECTION 3.03. Enforcement of Rights .............................................. 11
SECTION 3.04. Merger, Consolidation, Conveyance
or Transfer ..................................................... 11
ARTICLE IV
EXCHANGE AND TRANSFER
SECTION 4.01. Exchange and Transfer .............................................. 12
SECTION 4.02. Treatment of Holders of
Warrant Certificates ............................................ 13
SECTION 4.03. Cancellation of Warrant
Certificates .................................................... 14
ARTICLE V
CONCERNING THE WARRANT AGENT
SECTION 5.01. Warrant Agent ...................................................... 15
SECTION 5.02. Conditions of Warrant Agent's
Obligations ..................................................... 15
SECTION 5.03. Resignation and Appointment
of Successor .................................................... 17
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ARTICLE VI
MISCELLANEOUS
SECTION 6.01. Amendment .......................................................... 19
SECTION 6.02. Notices and Demands to the Company
and Warrant Agent ............................................... 19
SECTION 6.03. Addresses .......................................................... 19
SECTION 6.04. Applicable Law ..................................................... 19
SECTION 6.05. Delivery of Prospectus ............................................. 19
SECTION 6.06. Obtaining of Governmental
Approval ........................................................ 20
SECTION 6.07. Persons Having Rights Under
Warrant Agreement ............................................... 20
SECTION 6.08. Headings ........................................................... 20
SECTION 6.09. Counterparts ....................................................... 20
SECTION 6.10. Inspection of Agreement ............................................ 20
SECTION 6.11. Notices to Holders of Warrants ..................................... 20
TESTIMONIUM ....................................................................... 22
SIGNATURES ....................................................................... 22
EXHIBIT A - Form of Warrant Certificate
[in Registered Form]
[EXHIBIT B - Form of Global Warrant Certificate in Bearer
Form]
[EXHIBIT C - Form of Certificate to be Delivered to
the Warrant Agent by the Euro-clear Operator or
CEDEL]
[EXHIBIT D - Form of Warrant Exercise Notice]
[EXHIBIT E - Form of Confirmation to be Delivered to
Purchasers of Warrant Securities in Bearer
Form]
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DEBT WARRANT AGREEMENT*
THIS AGREEMENT dated as of between CHUBB CAPITAL CORPORATION, a
corporation duly organized and existing under the laws of the State of New
Jersey (the "Company"), and, a [bank] [trust company] duly incorporated and
existing under the laws of , as Warrant Agent (the "Warrant Agent").
W I T N E S S E T H :
WHEREAS, the Company has entered into an Indenture dated as of
_____________, 19__ (the "Indenture") between the Company, The Chubb
Corporation, as Guarantor and The First National Bank of Chicago, as Trustee
(the "Trustee"), providing for the issuance from time to time of its debt
securities to be issued in one or more series, all of such debt securities to
be guaranteed by The Chubb Corporation, all as provided in the Indenture; and
WHEREAS, the Company proposes to sell [Title of such debt
securities being offered] (the "Offered Securities") with one or more warrants
(the "Warrants") representing the right to purchase [title of such debt
securities purchasable through exercise of Warrants] (the "Warrant
Securities"), the Warrants to be evidenced by Warrant certificates issued
pursuant to this Agreement (the "Warrant Certificates") and
WHEREAS, the Company desires the Warrant Agent to act on behalf of
the Company in connection with the
__________________________________
* Complete or modify the provisions as appropriate to reflect the
terms of the Warrants and Warrant Securities. Monetary amounts may be in U.S.
dollars, in a foreign currency or in a composite currency, including but not
limited to the European Currency Unit.
Bracketed language here and throughout this Agreement should be inserted as
follows:
1. If Warrants are immediately detachable from the Offered
Securities; and
2. If Warrants are detachable from the Offered Securities only after
the Detachable Date.
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issuance, transfer, exchange, exercise and replacement of the Warrant
Certificates, and in this Agreement wishes to set forth, among other things, the
form[s] and provisions of the Warrant Certificates and the terms and conditions
on which they may be issued, transferred, 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 TEMPORARY GLOBAL SECURITY]
AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES
SECTION 1.01. Issuance of Warrants. The Warrants shall be
evidenced by one or more Warrant Certificates. 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 and
shall be initially issued in connection with the issuance of the Offered
Securities [1: and shall be separately transferable immediately thereafter] [2:
but shall not be separately transferable until on and after , 19 (the
"Detachable Date")]. The Warrants shall be initially issued [in units] with
the Offered Securities, and each Warrant [included in such a unit] shall
evidence the right, subject to the provisions contained herein and in the
Warrant Certificates, to purchase [ ] principal amount of Warrant
Securities [included in such a unit].
SECTION 1.02. Execution and Delivery of Warrant Certificates.
Each Warrant, whenever issued, shall be evidenced by a Warrant Certificate in
registered form [or a global Warrant Certificate in bearer form (the "Global
Warrant Certificate")] [the form to be the same as that of the Warrant Security
in connection with which the Warrant Certificate is issued], substantially in
the form[s] set forth in Exhibit A [and Exhibit B, respectively,] 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
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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 of Directors, the President,
any Executive Vice President, any Senior Vice President or any Vice President
or the Treasurer of the Company, in each case under its corporate seal, which
may but need not be, attested by its Secretary or one of its Assistant
Secretaries [, except that the Global Warrant Certificate may be executed by
any such officer without any necessity that such signature be under seal as
aforesaid]. Such signatures may be manual or facsimile signatures of such
authorized officers and may be imprinted or otherwise reproduced on the Warrant
Certificates. The corporate 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 Certificate shall be valid for any purpose, and no
Warrant evidenced thereby shall be exercisable, until such Warrant Certificate
has been countersigned by the Warrant Agent by manual signature. Such
signature by the Warrant Agent upon any Warrant Certificate executed by the
Company shall be conclusive evidence, and the only evidence, that the Warrant
Certificate so countersigned has been duly issued hereunder.
[The Global Warrant Certificate shall be and remain subject to the
provisions of this Agreement until such time as all of the Warrants evidenced
thereby shall have been duly exercised or shall have expired or been canceled
in accordance with the terms thereof.]
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 as provided herein, 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.
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The term "Holder", when used with respect to any Warrant
Certificate [in registered form], shall mean any person in whose name at the
time such Warrant Certificate shall be registered upon the books to be
maintained by the Warrant Agent for that purpose [2: or, prior to the
Detachable Date, any person in whose name at the time the Offered Security to
which such Warrant Certificate is attached is registered upon the register of
the Offered Securities. Prior to the Detachable Date, the Company will, or
will cause the registrar of the Offered Securities to, make available at all
times to the Warrant Agent such information as to holders of the Offered
Securities with Warrants as may be necessary to keep the Warrant Agent's
records up to date.]
[The term "Holder", when used with respect to the Global Warrant
Certificate, shall mean [2:, prior to the Detachable Date, the bearer of the
Temporary Global Security (as defined in Section 1.04) evidencing the Offered
Securities to which the Warrants evidenced by the Global Warrant Certificate
were initially attached and, after the Detachable Date,] the bearer of the
Global Warrant Certificate.]
SECTION 1.03. Issuance of Warrant Certificates. Warrant
Certificates evidencing the right to purchase an aggregate principal amount not
exceeding aggregate principal amount of Warrant Securities (except as
provided in Sections 2.03, 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 aggregate principal amount of Warrant Securities and shall [, in the
case of Warrant Certificates in registered form,] deliver such Warrant
Certificates to or upon the order of the Company [and, in the case of the
Global Warrant Certificate, upon the order of the Company, deposit the Global
Warrant Certificate with , as common depositary (the "Common Depositary")
for Morgan Guaranty Trust Company of New York, Brussels office as operator of
the Euro-clear System (the "Euro-clear Operator"), and for Centrale de
Livraison de Valeurs Mobilieres S.A. ("CEDEL") for credit to the accounts of
persons appearing from time to time on the records of the Euro-clear Operator
or of CEDEL as being entitled to any portion thereof. [2: The Temporary Global
Security [, as defined in Section 1.04,] will at the same time be deposited
with the Common Depositary.] [The Global Warrant Certificate shall be held by
the Common Depositary
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outside the United Kingdom.]] 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 or [, with respect to
Warrant Certificates in registered form,] in connection with their transfer as
hereinafter provided or as provided in the antepenultimate paragraph of Section
2.03].
Pending the preparation of definitive Warrant Certificates [in
registered form] evidencing Warrants, the Company may execute and the Warrant
Agent shall countersign and deliver temporary Warrant Certificates [in
registered form] evidencing such Warrants (printed, lithographed, typewritten
or otherwise produced, in each case in form satisfactory to the Warrant Agent).
Such temporary Warrant Certificates shall be issuable substantially in the form
of the definitive Warrant Certificates [in registered form] but with such
omissions, insertions and variations as may be appropriate for temporary
Warrant Certificates, all as may be determined by the Company with the
concurrence of the Warrant Agent. Such temporary Warrant Certificates may
contain such reference to any provisions of this Warrant Agreement as may be
appropriate. Every such temporary Warrant Certificate shall be executed by the
Company and shall be countersigned by the Warrant Agent upon the same
conditions and in substantially the same manner, and with like effect, as the
definitive Warrant Certificates [in registered form]. Without unreasonable
delay, the Company shall execute and shall furnish definitive Warrant
Certificates [in registered form] and thereupon such temporary Warrant
Certificates may be surrendered in exchange therefor without charge pursuant to
and subject to the provisions of Section 4.01, and the Warrant Agent shall
countersign and deliver in exchange for such temporary Warrant Certificates
definitive Warrant Certificates [in registered form] of authorized
denominations evidencing a like aggregate number of Warrants evidenced by such
temporary Warrant Certificates. Until so exchanged, such temporary Warrant
Certificates shall be entitled to the same benefits under this Warrant
Agreement as definitive Warrant Certificates [in registered form].
[2: SECTION 1.04. Temporary Global Security. Prior to the
Detachable Date, each Offered Security to be issued with Warrants evidenced by
the Global Warrant Certificate shall, whenever issued, be evidenced by a single
temporary global Offered Security in bearer form without interest coupons (the
"Temporary Global Security") to be issued by the Company as provided in the
Indenture.]
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ARTICLE II
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
SECTION 2.01. Warrant Price. On ________________, 19__ the
exercise price of each Warrant will be . During the period from , 19
through and including , 19 , the exercise price of each Warrant
will be plus [accrued amortization of the original issue discount] [accrued
interest] from , 19 . On , 19 the exercise price of
each Warrant will be . During the period from , 19 through
and including , 19 , the exercise price of each Warrant will be
plus [accrued amortization of the original issue discount] [accrued interest]
from , 19 . [In each case, the original issue discount will be amortized
at a % annual rate, computed on an annual basis using the "interest" method
and using a 360-day year consisting of twelve 30-day months]. Such exercise
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. Subject to Section 4.03(b),
each Warrant may be exercised [in whole but not in part] [in whole or in part]
[at any time, as specified herein, on or after [the date thereof] [ , 19
] and at or before [time, location] on , 19 (each day during such
period may hereinafter be referred to as an "Exercise Date")] [on [list of
specific dates] (each, an "Exercise Date")], or such later date as the Company
may designate by notice to the Warrant Agent and the Holders of Warrant
Certificates [in registered form and to the beneficial owners of the Global
Warrant Certificate] (the "Expiration Date"). Each Warrant not exercised at or
before [time, location] on the Expiration Date shall become void, and all
rights of the Holder [and any beneficial owners] of the Warrant Certificate
evidencing such Warrant under this Agreement shall cease.
SECTION 2.03. Exercise of Warrants. [During] [With respect to
Warrants evidenced by Warrant Certificates in registered form, during] the
period specified in Section 2.02, any whole number of Warrants may be exercised
by providing certain information as set forth on the reverse side of the
Warrant Certificates evidencing such Warrants and by paying in full [in lawful
money of the United States
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of America] [in applicable currency] [in cash] [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
(plus accrued interest, if any, on the Warrant Securities to be issued upon
exercise of such Warrant from and including the Interest Payment Date (as
defined in the Indenture), if any, in respect of such Warrant Securities
immediately preceding the Exercise Date to and including the Exercise Date
(unless the Exercise Date is after the Regular Record Date (as defined in the
Indenture), if any, for such Interest Payment Date, but on or before the
immediately succeeding Interest Payment Date for such Warrant Securities, in
which event no such accrued interest shall be payable in respect of Warrant
Securities to be issued in registered form)) to the Warrant Agent at its
corporate trust office at [address] [or at ], provided that such
exercise is subject to receipt within five business days of such [payment]
[wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each
Warrant exercised with the form of election to purchase Warrant Securities set
forth on the reverse side of the Warrant Certificate properly completed and
duly executed.
[With respect to Warrants evidenced by the Global Warrant
Certificate, during the period specified in Section 2.02, any whole number of
Warrants may be exercised by the Holder by presentation to the Warrant Agent at
its office at [address located outside the United States [and the United
Kingdom]], at or prior to [time], on any day on which the Warrants are
exercisable, of (i) the Global Warrant Certificate [2: together with, if prior
to the Detachable Date, the Temporary Global Security] (or written confirmation
reasonably satisfactory to the Warrant Agent that the Global Warrant
Certificate [1: is] [2: and, if prior to the Detachable Date, the Temporary
Global Security are] held by the Euro-clear Operator and CEDEL and will be duly
endorsed to reflect the exercise of Warrants [2: and, if prior to the
Detachable Date, the surrender to the Warrant Agent of the Offered Securities
to which the Warrants are attached] by the Euro-clear Operator and CEDEL), (ii)
a duly executed certification from the Euro-clear Operator or CEDEL, as the
case may be, substantially in the form set forth in Exhibit C hereto and (iii)
payment in full [in lawful money of the United States of America] [in
applicable currency] [in cash] [by certified check or official bank check or by
bank wire transfer, in each case,] [by bank wire transfer] [in immediately
available funds,] of the Warrant Price for each Warrant exercised (plus accrued
interest, if any, on the Warrant Securities to be issued upon exercise of such
Warrant from
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and including the Interest Payment Date, if any, in respect of such Warrant
Securities immediately preceding the Exercise Date to and including the
Exercise Date (unless the Exercise Date is after the Regular Record Date, if
any, for such Interest Payment Date, but on or before the immediately
succeeding Interest Payment Date for such Warrant Securities, in which event no
such accrued interest shall be payable in respect of Warrant Securities to be
issued in registered form)). Notwithstanding the foregoing, the Holder may
exercise Warrants as aforesaid on the Expiration Date at any time prior to
[time] in [city of Warrant Agent's office]. Any Warrants exercised as set
forth in this paragraph shall be deemed exercised at the [country] office of
the Warrant Agent.]
[The Warrant Agent shall retain each certificate received by it
from the Euro-clear Operator or CEDEL through the Expiration Date (or such
earlier date by which all of the Warrants may have been exercised or canceled)
and thereafter shall dispose of them or deliver them to the Company pursuant to
the instructions of the Company.]
[The delivery to the Warrant Agent by the Euro-clear Operator or
CEDEL of any certification referred to above may be relied upon by the Company,
the Warrant Agent and the Trustee as conclusive evidence that a corresponding
certificate or certificates substantially in the form of Exhibit D hereto has
or have been delivered to the Euro-clear Operator or CEDEL, as the case may
be.]
[The Company will maintain in [location] (or in such other city
[in western Europe] as the Company may deem advisable), until the right to
exercise the Warrants shall expire or be earlier canceled as hereinafter
provided, an agency where the Global Warrant Certificate [2: and, if prior to
the Detachable Date, the Temporary Global Security] may be presented for
exercise of the Warrants represented thereby [2: and, if prior to the
Detachable Date, for surrender for cancellation of the Offered Securities to
which such Warrants are attached] and notices and demands to or upon the
Company in respect of the Warrants or of this Agreement may be made.]
The date on which payment in full of the Warrant Price (plus any
such accrued interest) is received by the Warrant Agent shall, subject to
receipt of the Warrant Certificate [in registered form or, as the case may be,
the Global Warrant Certificate [2: and, if required, the Temporary Global
Security] and the certification of Euro-clear Operator or CEDEL] as aforesaid,
be deemed to be the date on which the Warrant is exercised. The Warrant
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Agent shall deposit all funds received by it in payment for the exercise of
Warrants in an account of the Company maintained with it (or in such other
account as may be designated by the Company) and shall advise the Company, by
telephone or by facsimile transmission or other form of electronic
communication available to both parties, at the end of each day on which a
payment for the exercise of Warrants is received of the amount so deposited to
its account. The Warrant Agent shall promptly confirm such advice to the
Company in writing.
If a day on which Warrants may be exercised in the city in which such
Warrants are to be exercised shall be a Saturday or Sunday or a day on which
banking institutions in such city are authorized or required to be closed,
then, notwithstanding any other provision of this Agreement or the Warrant
Certificate evidencing such Warrants, but subject to the limitation that no
Warrant may be exercised after the Expiration Date, the Warrants shall be
exercisable on the next succeeding day which in such city is not a Saturday or
Sunday or a day on which banking institutions in such city are authorized or
required to be closed.
The Warrant Agent shall, from time to time, as promptly as practicable,
advise the Company [and][,] the Trustee [and the Common Depositary at [both]
its London and [location] office[s]] in writing [(which, in the case of
exercised Warrants represented by the Global Warrant Certificate, shall be
tested telex with appropriate answerback received,)] of (i) the number of
Warrants exercised, (ii) the instructions of each Holder of the Warrant
Certificates [in registered form] evidencing such Warrants [or of the
Euro-clear Operator or CEDEL, as the case may be,] with respect to delivery of
the Warrant Securities to be issued upon such exercise, (iii) delivery of any
Warrant Certificates [in registered form] 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. [In addition, in the case
of exercised Warrants evidenced by the Global Warrant Certificate, the Warrant
Agent shall, as promptly as practicable, endorse, or cause the Common
Depositary, [location] office, or one of the Warrant Agent's agents to endorse,
Schedule A annexed to the Global Warrant Certificate to reflect the exercise of
such Warrants [2: and the Temporary Global Security to reflect the surrender
for cancellation of the Offered Securities to which such Warrants are attached]
and, if applicable, return the Global Warrant Certificate [2: and the Temporary
Global Security] to the Common Depositary or to its order.]
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As soon as practicable after the exercise of any Warrant
[evidenced by a Warrant Certificate in registered form], but subject to receipt
by the Warrant Agent of the Warrant Certificate evidencing such Warrant as
provided in this Section, the Company shall issue, pursuant to the Indenture,
in authorized denominations to or upon the order of the Holder of the Warrant
Certificate evidencing each 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 [in registered form] evidencing the number of such
Warrants remaining unexercised.
[As soon as practicable after the exercise of any Warrant
evidenced by the Global Warrant Certificate, the Company shall issue, pursuant
to the Indenture, the Warrant Securities issuable upon such exercise, in
authorized denominations (i) in fully registered form, registered in such name
or names as may be directed by the Euro-clear Operator or CEDEL, as the case
may be, to or upon order of the Euro-clear Operator or CEDEL, as the case may
be, or (ii) in bearer form to the Common Depositary to be held for the account
of the Euro-clear Operator or CEDEL, as the case may be, together with a
written confirmation substantially in form of Exhibit E hereto; provided,
however, that no Warrant Security in bearer form shall be mailed or otherwise
delivered to any location in the United States of America, its territories or
possessions or areas subject to its jurisdiction or the Commonwealth of Puerto
Rico.]
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 issuance 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.
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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 or any beneficial owner thereof to any of the
rights of a holder or beneficial owner of Warrant Securities, including,
without limitation, the right to receive the payment of principal of (premium,
if any) or interest, if any, on Warrant Securities or to enforce any of the
covenants in the Indenture.
SECTION 3.02. Lost, Mutilated, Stolen, or Destroyed Warrant
Certificates. Upon receipt by the Warrant Agent of evidence reasonably
satisfactory to it and the Company of the ownership of and the loss,
mutilation, theft or destruction of any Warrant Certificate and of such
security or indemnity as may be required by the Company and the Warrant Agent
to hold each of them and any agent of them harmless and, in the case of
mutilation of a Warrant Certificate, 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, mutilated, stolen or destroyed Warrant Certificate, a new Warrant
Certificate of the same tenor and evidencing a like number of Warrants[;
provided, however, that any Global Warrant Certificate shall be so delivered
only to the Common Depositary.] Upon the issuance of any new Warrant
Certificate under this Section, the Company may require the payment of a sum
sufficient to cover any stamp or other 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, mutilated, 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
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preclude (to the extent lawful) all other rights and remedies with respect to
the replacement of lost, mutilated, stolen or destroyed Warrant Certificates.
SECTION 3.03. Enforcement of Rights. Notwithstanding any of the
provisions of this Agreement, any Holder of a Warrant Certificate [in
registered form or the beneficial owner of any Warrant evidenced by the Global
Warrant Certificate], without the consent of [the Common Depositary,] the
Warrant Agent, the Trustee, the holder of any Offered Securities or the Holder
of any other Warrant Certificate, may, in its own behalf and for its own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company suitable to enforce, or otherwise in respect of, its right
to exercise its Warrants in the manner provided in its Warrant Certificate [or
the Global Warrant Certificate, as the case may be,] and in this Agreement.
[Neither the Company nor the Warrant Agent shall be required to treat any
person as a beneficial owner of any Warrant evidenced by the Global Warrant
Certificate unless such person is so certified as such a beneficial owner by
the Euro-clear Operator or CEDEL.]
SECTION 3.04. Merger, Consolidation, Share Exchange, Conveyance
or Transfer. (a) If at any time there shall be a merger or consolidation of
the Company or a statutory share exchange to which the Company is a party or a
conveyance or transfer of its property and assets substantially as an entirety
as permitted under the Indenture, then in any such event the successor or
assuming corporation referred to therein shall succeed to and be substituted
for the Company, with the same effect, subject to the Indenture, as if it had
been named herein and in the Warrant Certificates as the Company; the Company
shall thereupon, except in the case of a transfer by way of lease, be relieved
of any further obligation hereunder and under the Warrants and the Warrant
Certificates, and the Company as the predecessor corporation, except in the
case of a transfer by way of lease, may thereupon or at any time thereafter be
dissolved, wound up or liquidated. Such successor or assuming corporation may
thereupon cause to be signed, and may issue either in its own name or in the
name of the Company, Warrant Certificates evidencing any or all of the Warrants
issuable hereunder which theretofore shall not have been signed by the Company,
and may execute and deliver Warrant Securities in its own name pursuant to the
Indenture, in fulfillment of its obligations to deliver Warrant Securities upon
exercise of the Warrants. All the Warrants so issued shall in all respects
have the same legal rank and benefit under this Agreement as the Warrants
theretofore or thereafter issued in accordance with the
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terms of this Agreement as though all of such Warrants had been issued at the
date of the execution hereof. In any case of any such merger, consolidation,
share exchange, conveyance or transfer, such changes in phraseology and form
(but not in substance) may be made in the Warrant Certificates representing the
Warrants thereafter to be issued as may be appropriate.
(b) The Warrant Agent may receive a written opinion of legal
counsel (who shall be acceptable to the Warrant Agent) as conclusive evidence
that any such merger, consolidation, share exchange, conveyance or transfer
complies with the provisions of this Section and the Indenture.
ARTICLE IV
EXCHANGE AND TRANSFER
SECTION 4.01. Exchange and Transfer. (a) [1: Upon] [2: Prior to] the
Detachable Date, a Warrant Certificate [in registered form] may be exchanged or
transferred only together with the Offered Security to which such Warrant
Certificate was initially attached, and only for the purpose of effecting, or
in conjunction with, an exchange or transfer of such Offered Security. Prior
to the Detachable Date, the transfer of the beneficial ownership of any Warrant
evidenced by the Global Warrant Certificate shall effect and shall be deemed to
effect the transfer of the beneficial ownership of any Offered Securities
evidenced by the Temporary Global Security that are attached to such Warrants.
Prior to any Detachable Date, each transfer of the Offered Security [on the
register maintained with respect to the Offered Securities, in the case of an
Offered Security that is in registered form], shall operate also to transfer
the related Warrant Certificates. Similarly, prior to the Detachable Date, the
transfer of the beneficial ownership of any Offered Security evidenced by the
Temporary Global Security shall be deemed to be the transfer of the beneficial
ownership of any Warrants evidenced by the Global Warrant Certificate that are
attached to such Offered Securities. The transfer of the beneficial ownership
of Warrants and Warrant Securities hereunder shall be effected only as provided
in Section 4.01. On or after the Detachable Date, upon] surrender at the
corporate trust office of the Warrant Agent at [address] [or ], Warrant
Certificates [in registered form] evidencing Warrants may be exchanged for
Warrant Certificates [in registered form] in
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other authorized denominations evidencing such Warrants or the transfer thereof
may be registered in whole or in part; provided, however, that such other
Warrant Certificates shall evidence the same aggregate number of Warrants as
the Warrant Certificates so surrendered.
(b) The Warrant Agent shall keep, at its corporate trust office
at [address] [and at ], books in which, subject to such reasonable
regulations as it may prescribe, it shall register Warrant Certificates [in
registered form] and exchanges and transfers of outstanding Warrant
Certificates [in registered form] upon surrender of such Warrant Certificates
to the Warrant Agent at its corporate trust office at [address] 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.]
(c) No service charge shall be made for any exchange or
registration of transfer of Warrant Certificates [in registered form], 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.
(d) Whenever any Warrant Certificates [in registered form], 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 [in
registered form], duly authorized and executed by the Company, as so requested.
The Warrant Agent shall not effect any exchange or registration of transfer
which will result in the issuance of a Warrant Certificate [in registered
form], evidencing a fraction of a Warrant or a number of full Warrants and a
fraction of a Warrant.
(e) All Warrant Certificates [in registered form], 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 or transfer.
SECTION 4.02. Treatment of Holders of Warrant Certificates.
[With respect to the Global Warrant Certificate, the Holder thereof may be
treated by the Company, the Warrant Agent and all other persons dealing
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with such 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.] [Each] [With respect to
Warrant Certificates in registered form, each] Holder of a Warrant Certificate,
by accepting the same, consents and agrees with the Company, the Warrant Agent
and every subsequent Holder of such Warrant Certificate that until the transfer
of such Warrant Certificate is registered on the books of such Warrant Agent
[2: or, prior to the Detachable Date, until the transfer of the Offered
Security to which such Warrant Certificate is attached, is registered in the
register of the Offered Securities], the Company and the Warrant Agent may
treat the registered Holder of such Warrant Certificate 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. (a) Any
Warrant Certificate surrendered for exchange or 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 canceled by
the Warrant Agent and shall not be reissued and, except as expressly permitted
by this Agreement, no Warrant Certificate shall be issued hereunder in exchange
therefor or in lieu thereof. The Warrant Agent shall cause all canceled
Warrant Certificates to be destroyed and shall deliver a certificate of such
destruction to the Company.
(b) If the Company notifies the Trustee of its election to redeem
[2: prior to the Detachable Date] [, as a whole but not in part,] [2: the
Offered Securities [or] [and]] the Warrant Securities pursuant to the Indenture
or the terms thereof, the Company may elect, and shall give notice to the
Warrant Agent of its election, to cancel the unexercised Warrants, the Warrant
Certificates and the rights evidenced thereby. Promptly after receipt of such
notice by the Warrant Agent, the Company shall, or, at the Company's request,
the Warrant Agent shall in the name of and at the expense of the Company, give
notice of such cancellation to the Holders of the Warrant Certificates [in
registered form and to the beneficial owners of the Global Warrant Certificate
(except that such notice shall be required to be published only once)], such
notice to be so given not less than 30 nor more than 60 days prior to the date
fixed for the redemption of [2: the Offered Securities [or] [and]] the Warrant
Securities pursuant to the Indenture
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or the terms thereof. The unexercised Warrants, the Warrant Certificates and
the rights evidenced thereby shall be canceled and become void on the 15th day
prior to such date fixed for redemption.
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 and in the
Warrant Certificates 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 herein 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 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
reasonable attorneys' fees) incurred by the Warrant Agent without
negligence, bad faith or breach of this Agreement on its part 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 reasonable costs
and expenses of defending against any claim of such liability.
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(b) Agent for the Company. In acting under this Agreement and in
connection with the Warrants and 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 in its reasonable judgment, 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 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 not be
under any responsibility with respect to the validity or sufficiency of
this Agreement or the execution and delivery hereof (except
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the due authorization to execute this Agreement and the due execution and
delivery hereof by the Warrant Agent) or with respect to the validity or
execution of any Warrant Certificates (except its countersignature
thereof).
(h) No Liability for Recitals. The recitals contained herein
shall be taken as the statements of the Company and the Warrant Agent
assumes no liability for the correctness of the same.
(i) No Implied Obligations. The Warrant Agent shall be obligated
to perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read
into this Agreement or the Warrant Certificates against the Warrant Agent.
The Warrant Agent shall not be under any obligation to take any action
hereunder which may tend to involve it in any expense or liability, the
payment of which within a reasonable time is not, in its reasonable
opinion, assured to it. The Warrant Agent shall not be accountable or
under any duty or responsibility for the use by the Company of any of the
Warrant Certificates countersigned 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 performance of its covenants or agreements contained herein or in
the Warrant Certificates or in the case of the receipt of any written
demand from a Holder of a Warrant Certificate with respect to such default,
including, without limiting the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any proceedings at law or
otherwise or, except as provided in Section 6.02, 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 from time to time of
the Warrant Certificates, that there shall at all times be a Warrant Agent
hereunder until all the Warrants have been exercised or are no longer
exercisable.
(b) The Warrant Agent may at any time resign as such by giving
written notice of its resignation to the Company, specifying the desired date
on which its resignation shall become effective; provided, however, that such
date shall be not less than 90 days after the date on
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which such notice is given unless the Company agrees to accept shorter notice.
Upon receiving such notice of resignation, the Company shall promptly appoint a
successor Warrant Agent (which shall be a bank or trust company in good
standing, authorized under the laws of the jurisdiction of its organization to
exercise corporate trust powers) by written instrument in duplicate signed on
behalf of the Company, one copy of which shall be delivered to the resigning
Warrant Agent and one copy to the successor Warrant Agent. The Company may, at
any time and for any reason, remove the Warrant Agent and appoint a successor
Warrant Agent (qualified as aforesaid) by written instrument in duplicate
signed on behalf of the Company and specifying such removal and the date when
it is intended to become effective, one copy of which shall be delivered to the
Warrant Agent being removed and one copy to the successor Warrant Agent. Any
resignation or removal of the Warrant Agent and any appointment of a successor
Warrant Agent shall become effective upon acceptance of appointment by the
successor Warrant Agent as provided in this subsection (b). In the event a
successor Warrant Agent has not been appointed and accepted its duties within
90 days of the Warrant Agent's notice of resignation, the Warrant Agent may
apply to any court of competent jurisdiction for the designation of a successor
Warrant Agent. Upon its resignation or removal, the Warrant Agent shall be
entitled to the payment by the Company of the compensation and to the
reimbursement of all reasonable out-of-pocket expenses (including reasonable
attorneys' fees) incurred by it hereunder as agreed to in Section 5.02(a).
(c) The Company shall remove the Warrant Agent and appoint a
successor Warrant Agent if the Warrant Agent (i) shall become incapable of
acting, (ii) shall be adjudged bankrupt or insolvent, (iii) shall commence a
voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to it or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, (iv) shall consent to, or shall have had
entered against it a court order for, any such relief or to the appointment of
or taking possession by any such official in any involuntary case or other
proceedings commenced against it, (v) shall make a general assignment for the
benefit of creditors or (vi) shall fail generally to pay its debts as they
become due. Upon the appointment as aforesaid of a successor Warrant Agent and
acceptance by it of such appointment, the predecessor Warrant Agent shall, if
not previously disqualified by operation of law, cease to be Warrant Agent
hereunder.
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(d) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and 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, immunities, duties and obligations of
such predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor 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.
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. Amendment. This Agreement and the terms of the
Warrants and the Warrant Certificates may be amended by the parties hereto,
without the consent of the Holder of any Warrant Certificate or the beneficial
owner of any Warrant, for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective or inconsistent provision contained
herein or in the Warrant Certificates, 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 affect adversely the interests of the Holders of the Warrant
Certificates or the beneficial owners of Warrants in any material respect.
SECTION 6.02. Notices and Demands to the Company and Warrant
Agent. If the Warrant Agent shall receive any
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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 Chubb Capital
Corporation, 15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061-
1615, Attention: Secretary (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 hereof and 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. The Warrant Agent shall not, by reason of
any such delivery, assume any responsibility for the accuracy or adequacy of
such Prospectus.
SECTION 6.06. Obtaining of Governmental Approval. 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.
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SECTION 6.07. Persons Having Rights Under Warrant Agreement.
[Except as otherwise provided in Section 3.03, nothing] [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 or 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.
SECTION 6.11. Notices to Holders of Warrants. Any notice to
Holders of Warrants evidenced by Warrant Certificates [in registered form]
which by any provisions of this Warrant Agreement is required or permitted to
be given shall be given by first class mail prepaid at such Holder's address as
it appears on the books of the Warrant Agent. [Any notice to beneficial owners
of Warrants evidenced by the Global Warrant Certificate which by any provisions
of this Warrant Agreement is required or permitted to be given shall be given
in the manner provided with respect to Warrant Securities in bearer form in
Section ____ of the Indenture].
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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 hereunto affixed
and attested, all as of the date first above written.
CHUBB CAPITAL CORPORATION
By__________________________
[SEAL] Name:
Title:
Attest:
_________________________________
Name:
Title:
[WARRANT AGENT]
By__________________________
[SEAL] Name:
Title:
Attest:
_________________________________
Name:
Title:
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Exhibit A
FORM OF WARRANT CERTIFICATE [IN REGISTERED FORM]
[Face of Warrant Certificate]
[[1: This] [2: Prior to this] Warrant
Certificate cannot be transferred unless attached
to a [Title of Offered Securities].]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
CHUBB CAPITAL CORPORATION
WARRANTS TO PURCHASE
[Title of Warrant Securities]
VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON , 19
No. __________ __________ Warrants
This certifies that or registered assigns (the "Registered
Holder") is the registered owner of the above indicated number of Warrants,
each Warrant entitling such owner to purchase, at any time [after 5:00 P.M.,
New York City time, on , 19 , and] on or before 5:00 P.M., New York City
time, on ,19 , principal amount of [Title of Warrant Securities] (the
"Warrant Securities") of Chubb Capital Corporation (the "Company") issued and
to be issued under the Indenture (as hereinafter defined), on the following
basis: [on , 19 the exercise price of each Warrant will be ;
during the period from , 19 through and including , 19 , the
exercise price of each Warrant will be plus [accrued amortization of the
original issue discount] [accrued interest] from ,19 [; in each case,
the original issue discount will be amortized at a % annual rate, computed on
an annual basis using the "interest" method and 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 Registered
Holder may exercise the Warrants evidenced hereby by providing certain
information set forth on the back hereof and by paying in full, [in lawful
money of the United States of America] [in applicable currency] [in cash] [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 (plus accrued interest, if any, on the Warrant
Securities to be issued upon exercise of such
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Warrant from and including the Interest Payment Date (as defined in the
Indenture), if any, in respect of such Warrant Securities immediately preceding
the Exercise Date to and including the Exercise Date (unless the Exercise Date
is after the Regular Record Date (as defined in the Indenture), if any, for
such Interest Payment Date, but on or before the immediately succeeding
Interest Payment Date for such Warrant Securities, in which event no such
accrued interest shall be payable)) to the Warrant Agent (as hereinafter
defined) and by surrendering this Warrant Certificate, with the form of
election to purchase on the reverse hereof completed and 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 fully registered form in
denominations of 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 Registered Holder hereof a new Warrant Certificate in
registered form evidencing the number of Warrants remaining unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ,19 (the "Warrant Agreement") between the
Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
Registered Holder consents by acceptance hereof. Copies of the Warrant
Agreement are on file at the above-mentioned office of the Warrant Agent [and
at ].
The Warrant 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 ,19 (the "Indenture") between
the Company and The First National Bank of Chicago, as Trustee (the "Trustee"),
and will be subject to the terms and provisions contained in the Indenture.
Copies of the Indenture and the form of the Warrant Securities are on file at
the corporate trust office of the Trustee [and at ].
[1: This] [2: Prior to , 19 this] Warrant Certificate may be
transferred [2: only together with the [Title of Offered Securities] (the
"Offered Securities") to
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which this Warrant Certificate was initially attached, and only for the purpose
of effecting, or in conjunction with, a transfer of such Offered Securities,]
at the corporate trust office of the Warrant Agent [or ] by the Registered
Holder or its assigns, in person or by an attorney duly authorized in writing,
in the manner and subject to the limitations provided in the Warrant Agreement.
[1: After] [2: Except as otherwise provided in the immediately
preceding paragraph, 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 [or ] for
Warrant Certificates in registered form representing the same aggregate number
of Warrants.
This Warrant Certificate shall not entitle the Registered Holder hereof
to any of the rights of a holder of the 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 , 19 .
CHUBB CAPITAL CORPORATION
[SEAL]
By_____________________________
Attest:
____________________________
Countersigned:
____________________________
As Warrant Agent
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By__________________________
Authorized Signature
[Reverse of Warrant Certificate]
Instructions for Exercise of Warrant
To exercise the Warrants evidenced hereby, the Registered Holder must pay
in full [in lawful money of the United States of America] [in applicable
currency] [in cash] [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 Warrants exercised (plus any accrued interest as
specified in this Warrant Certificate) 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
Registered Holder and the number of Warrants exercised by such Registered
Holder. In addition, the Registered Holder must complete the information
required below and present this Warrant Certificate in person or by mail
(certified or registered mail is recommended) to the Warrant Agent at the
appropriate address set forth below. This Warrant Certificate, completed and
duly executed, must be received by the Warrant Agent within five 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 _____ principal amount of
the [Title of Warrant Securities] (the "Warrant Securities") of Chubb Capital
Corporation and represents that he has tendered payment for such Warrant
Securities [in lawful money of the United States of America] [in applicable
currency] [in cash] [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 Chubb Capital Corporation, c/o [insert name and address
of Warrant Agent], in the amount of _______ in accordance with the terms
hereof. The undersigned requests that said principal amount of Warrant
Securities be in registered form in the authorized denominations, registered in
such names and delivered all as specified in accordance with the instructions
set forth below.
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If the number of Warrants exercised is fewer than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued in registered
form and delivered either to the undersigned or as otherwise specified in the
instructions below.
Dated _______________ Name_________________________________
(Please Print)
_____________________ 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 _________________________________
_________________________________
_________________________________
_________________________________
By mail at _________________________________
_________________________________
_________________________________
_________________________________
[Instructions as to delivery of Warrant Securities and, if applicable,
Warrant Certificates evidencing unexercised Warrants - complete as
appropriate.]
-28-
33
Assignment
(Form of Assignment to be Executed if Holder Desires to Transfer Warrants
Evidenced Hereby)
FOR VALUE RECEIVED hereby sells, assigns and transfers unto
Please insert social security for other
identifying number__.
_____________________________
________________________________________________________________________________
(Please print name and address including zip code)
________________________________________________________________________________
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 Registered Holder as
specified on the face of this Warrant Certificate and must bear a signature
guarantee by a bank, trust company or member broker of the New York, Midwest or
Pacific Stock Exchange).
Signature Guaranteed
______________________________
-29-
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Exhibit B
[DELETE THIS EXHIBIT IF WARRANT CERTIFICATES
IN ONLY REGISTERED FORM ARE TO BE ISSUED]
[FORM OF GLOBAL WARRANT CERTIFICATE IN BEARER FORM]
[Face of Global Warrant Certificate]
[[1: The] [2: Prior to , the] beneficial
ownership of any Warrants evidenced by this
Global Warrant Certificate may be transferred
only together with the beneficial ownership
of the Temporary Global Security referred to herein
to which this Global Warrant Certificate was
initially attached.]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
CHUBB CAPITAL CORPORATION
GLOBAL WARRANT CERTIFICATE REPRESENTING __________
WARRANTS TO PURCHASE OF UP TO __________
PRINCIPAL AMOUNT OF [Title of Warrant Securities]
VOID AFTER [TIME], ON 19 .
This Global Warrant Certificate evidences warrants (the "Warrants")
representing the right to purchase, subject to the terms and conditions hereof
and of the Debt Warrant Agreement referred to below, at any time [after [time]
on 19 and] on or before the [time] in [location] on 19 up
to aggregate principal amount of [Title of Warrant Securities] (the
"Warrant Securities") of Chubb Capital Corporation (the "Company") issued and
to be issued under the Indenture (as hereinafter defined), on the following
basis: on 19 the exercise price of each Warrant will be ;
during the period from 19 through and including 19 the
exercise price of each Warrant will be plus [accrued amortization of
the original issue discount] [accrued interest] from 19 on
19 the exercise price of each Warrant will be during the
35
period from 19 through and including 19 the
exercise price of each Warrant will be plus [accrued amortization of the
original issue discount] [accrued interest] from 19 [; in each
case, the original issue discount will be amortized at a % annual rate,
computed on an annual basis using the "interest" method and using a 360-day
year consisting of twelve 30-day months] (the "Warrant Price"). [The original
issue discount of each principal amount of Warrant Securities is .]
Beneficial owners of Warrants represented by this Global Warrant Certificate
may cause such Warrants to be exercised only by transmitting by tested telex or
by delivering or causing to be delivered to Morgan Guaranty Trust Company of
New York, Brussels office, as operator of the Euro-clear System (the
"Euro-clear Operator"), in Brussels, Belgium, or to Centrale de Livraison de
Valeurs Mobilieres S.A. ("CEDEL") in Luxembourg, a warrant exercise notice,
substantially in the form attached as Exhibit D to the Debt Warrant Agreement
referred to below (the "Warrant Exercise Notice"), copies of which will be
available from the Euro-clear Operator or CEDEL or from [name or Warrant
Agent], or its successor as warrant agent (the "Warrant Agent") under the Debt
Warrant Agreement (the "Debt Warrant Agreement") dated as of 19
between the Company and the Warrant Agent. The Warrant Exercise Notice shall
specify, among other things, the aggregate principal amount of Warrant
Securities to be purchased on exercise of the Warrants, the account number or
numbers on the records of the Euro-clear Operator or CEDEL to which the
Warrants being exercised [2: and, if prior to 19 the Offered
Securities (as defined below)] to which such Warrants are attached are
credited, the account number to be debited for the Warrant Price of each
Warrant being exercised (plus accrued interest, if any, on the Warrant
Securities to be issued upon exercise of such Warrant from and including the
Interest Payment Date (as defined in the Indenture), if any, in respect of such
Warrant Securities immediately preceding the Exercise Date to and including the
Exercise Date (unless the Exercise Date is after the Regular Record Date (as
defined in the Indenture), if any, for such Interest Payment Date, but on or
before the immediately succeeding Interest Payment Date for such Warrant
Securities, in which event no such accrued interest shall be payable in respect
of Warrant Securities to be issued in registered form)), the account number to
which the Warrant Securities issued on exercise of the Warrants are to be
credited and the form in which Warrant Securities are to be issued. A Warrant
Exercise Notice must be received by the Euro-clear Operator or CEDEL prior to
[time] (Brussels or Luxembourg time, as the case may be) on the business day
next preceding the Exercise Date (as defined in such Warrant Exercise Notice).
The delivery to the Euro-clear Operator or CEDEL, as the case may
-2-
36
be, of a Warrant Exercise Notice shall constitute an irrevocable election to
purchase the aggregate principal amount of Warrant Securities specified
therein.
Any whole number of Warrants evidenced by this Global Warrant
Certificate may be exercised to purchase Warrant Securities in bearer or
registered form in denominations of [ or , in the case of Warrant
Securities in bearer form, and of and any integral multiple thereof, in the
case of Warrant Securities in registered form; provided, however, that no
Warrant Security in bearer form shall be mailed or otherwise delivered to any
location in the United States of America, its territories or possessions or
areas subject to its jurisdiction or the Commonwealth of Puerto Rico (the
"United States").
The Warrants evidenced by this Global Warrant Certificate, this
Global Warrant Certificate and the rights evidenced hereby may be canceled in
the manner and under the circumstances described in the Debt Warrant Agreement.
Notice of cancellation of the Warrants evidenced by this Global Warrant
Certificate, this Global Warrant Certificate and the rights evidenced hereby
shall be given by publication in the manner described in the Debt Warrant
Agreement.
This Global Warrant Certificate is issued under and in accordance
with the Debt Warrant Agreement between the Company and the Warrant Agent and
is subject to the terms and provisions contained in the Debt Warrant Agreement,
to all of which terms and provisions the holder hereof consents by acceptance
hereof. Copies of the Debt Warrant Agreement are on file at the
above-mentioned office of the Warrant Agent [and at ].
The Warrant Securities to be issued and delivered upon the
exercise of the Warrants evidenced by this Global Warrant Certificate will be
issued under and in accordance with an Indenture dated as of ___________ 19__
(the "Indenture") between the Company and The First National Bank of Chicago,
as Trustee (the "Trustee"), and will be subject to the terms and provisions
contained in the Indenture. Copies of the Indenture and the form of the
Warrant Securities are on file at the corporate trust office of the Trustee
[and at .
[1: The] [2: Prior to 19 the] beneficial
ownership of any Warrants evidenced by this Global Warrant Certificate may be
transferred only together with the beneficial ownership of the Temporary Global
Security (as defined in the Debt Warrant Agreement) evidencing the [Title of
Offered Securities] (the "Offered Securities") to which this Global Warrant
Certificate was initially attached, and
-3-
37
only for the purpose of effecting, or in conjunction with, a transfer of such
Temporary Global Security. After such date, the Global Warrant Certificate,
and all rights hereunder, may be transferred by delivery, and the Company and
the Warrant Agent may treat the holder hereof as the owner for all purposes.
This Global Warrant Certificate shall not entitle the Holder
hereof to any of the rights of a holder of the 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 Global Warrant Certificate shall not be valid or obligatory
for any purpose until countersigned by the Warrant Agent.
Dated as of , 19 .
CHUBB CAPITAL CORPORATION
By_____________________________
Attest:
____________________________
Countersigned:
____________________________
As Warrant Agent
By__________________________
Authorized Signature
-4-
38
Schedule A
(additional continuation sheets may be attached if required)
Exercises of Warrants
The following exercises of a portion of this Global Warrant
Certificate or Warrant Securities have been made:
-5-
39
Date of Number of Warrants Remaining Number of
Notation Exercised for Warrants Following
Exercise Warrant Securities such Exercise Made
- -------- ------------------ ------------------- --------
By:
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
- -------- ------------------ ------------------- --------
-6-
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Exhibit C
[DELETE THIS EXHIBIT IF WARRANT CERTIFICATES
IN ONLY REGISTERED FORM ARE TO BE ISSUED]
[FORM OF CERTIFICATE TO BE DELIVERED TO WARRANT AGENT
BY THE EURO-CLEAR OPERATOR OR CEDEL]
CHUBB CAPITAL CORPORATION
Warrants (the "Warrants") to Purchase
[Title of Warrant Securities]
[Name of Warrant Agent]
[Address]
Dear Sirs:
The undersigned hereby irrevocably elects to exercise __________
Warrants to purchase as of __________ (the "Exercise Date") _____ principal
amount of the [title of Warrant Securities] (the "Warrant Securities") of Chubb
Capital Corporation and represents that it has tendered payment for such Warrant
Securities [in lawful money of the United States of America] [in applicable
currency] [in cash] [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 Chubb Capital Corporation, c/o [insert name and address
of Warrant Agent], in the amount of _____ in accordance with the terms hereof
and the Debt Warrant Agreement dated as of 19 between Chubb
Capital Corporation and you (the "Debt Warrant Agreement").
In connection with the Undersigned's request that you deliver to
us any Warrant Securities in bearer form, the undersigned hereby certifies that
as of the date hereof the Warrant Securities in bearer form which are to be
delivered to the Common Depositary referred to below for our account are not
being acquired, directly or indirectly, by or on behalf of a United States
person (as defined below) or for offer to resell or for resale to a United
States person or any person inside the United States (as defined below) or, if
a beneficial interest in any such Warrant Securities is being acquired by or on
behalf of a United States person, that such
41
United States person is either a financial institution within the meaning of
Section 1.165-12(c)(1)(v) of the United States Treasury regulations or is
acquiring through such a financial institution and that such Warrant Securities
are held by a financial institution that has agreed to comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder and that is not purchasing
for offer to resell or for resale inside the United States.
As a clearing organization within the meaning of Section
1.163-5(c)(2)(i)(B)(4) of the regulations promulgated under the Internal
Revenue Code of 1986, as amended, the undersigned further certifies that (a)
the above certification is based solely on statements received from member
organizations appearing in our records (our "Account Holders") in certificates
in the form set forth in Exhibit D to the Debt Warrant Agreement and (b) as of
the date hereof we have not received any notification from any of our Account
Holders to the effect that the statements made by such Account Holders in such
certificates are no longer true.
"United States person" means any citizen, national or resident of
the United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States or any political
subdivision thereof, or any estate or trust the income of which is subject to
United States federal income taxation regardless of its source. "United
States" means the United States of America, its territories and possessions and
areas subject to its jurisdiction and the Commonwealth of Puerto Rico.
We hereby undertake to notify you immediately by telex if any of
the statements of our Account Holders referred to above is not correct at any
time on or before the Warrant Securities in bearer form are delivered. We
further agree to cause a confirmation substantially in the form of Exhibit E to
the Debt Warrant Agreement and a copy of the prospectus relating to the Warrant
Securities delivered to us as contemplated by Section 6.05 of the Debt Warrant
Agreement to be delivered to our Account Holders entitled to such Warrant
Securities prior to or contemporaneously with our transfer of such Warrant
Securities to or to the account of such Account Holders.
We understand that this certificate is required in connection with
United States laws, tax laws and regulations. We irrevocably authorize you to
produce this Certificate or a copy hereof to any interested party in any
administrative or legal proceedings with respect to the matters covered by this
Certificate.
-2-
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The undersigned requests that said principal amount of Warrant
Securities be [in registered form in the authorized denominations, registered
in such names and delivered all as specified in accordance with the
instructions set forth below] [bearer form in the authorized denominations and
delivered to as Common Depositary under the Debt Warrant Agreement,
to be held for our account]** [Instructions as to delivery of Warrant
Securities to be issued in registered form].
Dated: ______________, 19__
Very truly yours,
[MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, Brussels Office,
as operator of the Euro-clear
System]*
By__________________________
Title:
[CENTRALE DE LIVRAISONS
DE VALEURS MOBILIERES S.A.]*
By__________________________
Title:
__________________________________
** Delete inapplicable reference.
-3-
43
Exhibit D
[DELETE THIS EXHIBIT IF WARRANT CERTIFICATES
IN ONLY REGISTERED FORM ARE TO BE ISSUED]
[FORM OF WARRANT EXERCISE NOTICE]
[Morgan Guaranty Trust Company of New York, Brussels Office,
as operator of the Euro-clear
System (the "Euro-clear Operator") ***]
[Address]
Centrale de Livraison de Valeurs
Mobilieres S.A.*
[Address]
CHUBB CAPITAL CORPORATION
WARRANTS (THE "WARRANTS") TO PURCHASE
[Title of Warrant Securities]
(the "Warrant Securities")
Dear Sirs:
We hereby irrevocably elect to exercise __________ Warrants to
purchase _________ (being _______________ or an integral multiple thereof)
aggregate principal amount of Warrant Securities of Chubb Capital Corporation
(the "Company") on ____________, 19 __ (the "Exercise Date"). The account
number(s) on your books in which the Warrants being exercised [and the [Title
of Offered Securities] to which such Warrants are attached]**** are held is
(are) ________________________. The Warrant Securities to be issued to us on
exercise of the Warrants are to be credited to such account, unless otherwise
indicated below and shall be in [registered] [bearer]* form in the following
authorized denominations: _______________________.
________________________
*** Delete inapplicable reference.
**** Delete if dated on or after 19 .
44
We hereby request that you complete a certification in the form
required by the Debt Warrant Agreement hereinafter referred to and make payment
directly to [ ], as Warrant Agent (the "Warrant Agent", which term
shall include its successors as such Warrant Agent), under the Debt Warrant
Agreement dated as of [ ] between the Company and the Warrant Agent
(the "Debt Warrant Agreement") at or prior to [time] on the Exercise Date, or
if the Exercise Date is the last day on which Warrants may be exercised under
the Debt Warrant Agreement, prior to [time] in [location] on the Exercise Date,
[in lawful money of the United States of America] [in applicable currency] [in
cash] [by certified check or official bank check or by bank wire transfer, in
each case,] [by bank wire transfer] [in immediately available funds] of
____________, such amount being the Warrant Price (as defined in the Global
Warrant Certificate representing the Warrants, as provided in Section 1.02 of
the Debt Warrant Agreement) for Warrants exercised (plus any accrued interest
as specified in such Global Warrant Certificate) on the Exercise Date, and
debit account number ___________ for said amount.
The undersigned hereby certifies that as of the date hereof, the
Warrant Securities which are to be delivered in bearer form are not being
acquired, directly or indirectly, by or on behalf of a United States person or
for offer to resell or for resale to a United States person or any person
inside the United States (as defined below) or, if a beneficial interest in
such Warrant Securities is being acquired by or on behalf of a United States
person, that such United States person is either a financial institution within
the meaning of Section 1.165-12(c)(1)(v) of the United States Treasury
regulations or is acquiring such beneficial interest through such financial
institution and that such beneficial interest is held by a financial
institution which agrees to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and
the regulations thereunder and which is not purchasing for offer to resell or
for resale inside the United States. If the undersigned is a dealer, the
undersigned agrees to obtain a similar certificate from each person entitled to
delivery of any Warrant Securities in bearer form purchased from it; provided,
however, that if the undersigned has actual knowledge that the information
contained in such a certificate is false, the undersigned will not deliver a
Warrant Security in temporary or definitive bearer form to the person who
signed such certificate notwithstanding the delivery of such certificate to the
undersigned. The undersigned will be deemed to have actual knowledge if, inter
alia, the undersigned has a United States address for the beneficial owner of
such Warrant Security (other than a financial institution as defined in
-2-
45
Section 1.165-12(c)(1)(v) that represents that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder), unless the undersigned
has documentary evidence (as described in A-5 of Section 35a.9999-4T of the
regulations promulgated under the Internal Revenue Code of 1986, as amended)
that the beneficial owner of such Warrant Security is not a United States
person. If this certificate is being provided by a clearing organization, it
is based on statements provided to it by its member organizations. As used
herein, a "clearing organization" is an entity which is in the business of
holding obligations for member organizations and transferring obligations among
such members by credit or debit to the account of a member without the
necessity of physical delivery of the obligation.
We undertake to advise you immediately by telex if the foregoing
statement as to beneficial ownership is not correct on or before the date of
delivery of such Warrant Securities as to the entire principal amount of the
Warrant Securities to be issuable upon exercise [then appearing on your books
as being held for our account].
We understand that this certificate is required in connection with
certain tax regulations in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.
"United States person" means any citizen, national or resident of the United
States or any political subdivision thereof, any corporation, partnership or
other entity created or organized in or under laws of the United States, or any
estate or trust the income of which is subject to United States federal income
taxation regardless of its source. "United States" means the United States of
America, its territories and possessions and areas subject to its jurisdiction
and the Commonwealth of Puerto Rico.
Dated: ____________, 19__
Very truly yours,
[Name and, if appropriate, title]
As the beneficial owner(s) of
the interest in the Warrants
to which this Warrant Exercise
Notice relates.
-3-
46
By
____________________________
Title:
-4-
47
Exhibit E
[DELETE THIS EXHIBIT IF WARRANT CERTIFICATES
IN ONLY REGISTERED FORM ARE TO BE ISSUED]
[FORM OF CONFIRMATION TO BE DELIVERED
TO PURCHASERS OF WARRANT SECURITIES
IN BEARER FORM]
CHUBB CAPITAL CORPORATION
[Title of Warrant Securities]
(the "Warrant Securities")
By your purchase of Warrant Securities in bearer form you
represent that you are not a United States person or, if you are a United
States person, that you are a financial institution as defined in Section
1.165-12(c)(1)(v) of the Treasury Department regulations, purchasing for your
own account or for the account of a customer and that you will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended from time to time, and the regulations thereunder.
Furthermore, if you are a dealer, you agree that you will deliver a
confirmation containing this entire paragraph to purchasers of such Securities
from you. For purposes of this statement, "United States person" means any
citizen, national or resident of the United States, any corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof or any estate or trust the
income of which is subject to United States federal income taxation regardless
of its source, and "United States" means the United States of America, its
territories and possessions and areas subject to its jurisdiction and the
Commonwealth of Puerto Rico.