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EXHIBIT 4.1
TRITON PCS HOLDINGS, INC.
Form of Warrant Agreement
THIS WARRANT AGREEMENT (this "Agreement") is dated as of ________________,
between Triton PCS Holdings, Inc., a Delaware corporation (the "Company"), and
_________________, as Warrant Agent (the "Warrant Agent").
WHEREAS, the Company proposes to sell warrants (the "Warrants" or,
individually a "Warrant") evidenced by warrant certificates (the "Warrant
Certificates") representing the right to purchase [title of securities] (the
"Warrant Securities"); and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, exchange, exercise and replacement of
the Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, exchanged, exercised and replaced;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE 1
Issuance of Warrants and Execution and Delivery of Warrant Certificates
Section 1.1 Issuance of Warrants. Warrant Certificates evidencing the right to
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purchase an aggregate principal amount not exceeding ______ of Warrant
Securities 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 the Warrant Certificates and shall deliver
such Warrant Certificates to or upon the order of the Company. Each Warrant
Certificate shall evidence one or more Warrants, and each Warrant shall
represent the right, subject to the provisions contained herein and therein, to
purchase a Warrant Security for the principal amount of [$__________].
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 in connection with their transfer, as hereinafter
provided or as provided in Section 2.3(c).
Section 1.2 Execution and Delivery of Warrant Certificates.
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(a) Each Warrant Certificate, whenever issued, shall be in
registered form substantially in the form set forth in Exhibit A hereto,
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shall be dated the date of its issuance 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. The Warrant Certificates shall be signed on
behalf of the Company by its Chief Executive Officer, its President, one of
its Vice Presidents, its Treasurer or one of its Assistant Treasurers under
its corporate seal and attested by its Secretary or one of its Assistant
Secretaries. Such
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signatures may be manual or facsimile signatures of such authorized
officers and may be imprinted or otherwise reproduced on the Warrant
Certificates. The seal of the Company may be in the form of a facsimile
thereof and may be impressed, affixed, imprinted or otherwise reproduced on
the Warrant Certificates.
(b) 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 manual signature of the Warrant
Agent. Such signature by the Warrant Agent upon any Warrant Certificate
executed by the Company shall be conclusive evidence that the Warrant
Certificate so countersigned has been duly issued hereunder.
(c) In case any officer of the Company who has signed any of the
Warrant Certificates either manually or by facsimile signature ceases to be
such officer before the Warrant Certificates so signed have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates
shall be countersigned and delivered with the same effect as if such person
who signed such Warrant Certificates had not ceased to be such officer of
the Company; and any Warrant Certificate may be signed on behalf of the
Company by any person who, at the actual date of the execution of such
Warrant Certificate, is a proper officer of the Company, although at the
date of the execution of this Agreement such person was not such an
officer.
(d) The term "Warrant Holder" shall mean any person who is a
registered holder of a Warrant Certificate, registered upon the books
maintained by the Warrant Agent with respect to the Warrants.
ARTICLE 2
Warrant Price, Duration and Exercise Of Warrants
Section 2.1 Warrant Price. Each Warrant shall have an exercise price (the
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"Warrant Price") of [$__________] per share of each underlying Warrant Security.
Section 2.2 Duration of Warrants. Each Warrant may be exercised in whole at
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any time, as specified herein, on or after [_________, ____,] and at or before 5
p.m. New York time on [__________________] (the "Expiration Date"). Each
Warrant not exercised at or before 5 p.m. New York time on the Expiration Date
shall become void, and all rights of each Warrant Holder under this Agreement
shall cease.
Section 2.3 Exercise of Warrants.
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(a) During the period specified in Section 2.2, any whole number
of Warrants may be exercised by providing certain information set forth on
the reverse side of the respective Warrant Certificate and by paying in
full, in lawful money of the United States of America in cash, by certified
check or official bank check or by bank wire transfer, in each case, in
immediately available funds, the Warrant Price for each Warrant exercised,
to the Warrant Agent at [_______________]; provided that such exercise is
subject to receipt by the Warrant Agent, within three business days of such
payment, of the Warrant Certificate with the form of election to purchase
Warrant Securities set forth on the reverse side of the Warrant Certificate
properly completed and duly executed. The later of the date on which
payment in full of the Warrant Price is received by the Warrant Agent or
the date of receipt of the Warrant Certificate as aforesaid, shall be
deemed to be the date on which such Warrant is exercised (the "Exercise
Date"). The Warrant Agent shall deposit all funds received by it with
respect to payment of the Warrant Price in an account in the name of the
Company maintained with the Warrant Agent and shall notify the Company by
telephone 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 telephone notice to the Company in
writing.
(b) The Warrant Agent shall, as promptly as practicable after the
exercise of any Warrants, advise the Company of (i) the number of Warrants
exercised, (ii) the instructions of each Warrant Holder with respect to
delivery of the Warrant Securities to which such Warrant Holder is entitled
upon such exercise, (iii) delivery of Warrant Certificates evidencing the
balance, if any, of the Warrants remaining after such exercise, and (iv)
such other information as the Company shall reasonably require.
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(c) As soon as practicable after the exercise of any Warrant, the
Company shall issue, in authorized denominations to or upon the order of
the Warrant Holder of the Warrant Certificate evidencing such Warrant,
certificates evidencing the total number of whole shares of the Warrant
Securities to which such Warrant Holder is entitled in fully registered
form, registered in such name or names as may be directed by such holder.
Such certificate or certificates evidencing the Warrant Securities shall be
deemed to have been issued and any persons who are designated to be named
therein shall be deemed to have become the holder of record of such Warrant
Securities as of the close of business on the Exercise Date. No fractional
Warrant Securities will be issued upon exercise of any Warrant. For each
fractional Warrant Security that would otherwise be issued, the Company
will pay by company check in an amount equal to such fraction multiplied by
the closing sales price of the Warrant Securities on the principal national
securities exchange on which they are listed (or if not so listed, another
equivalent means reasonably determined by the Company) on the business day
immediately preceding the Exercise Date (the "Closing Price"). If fewer
than all of the Warrants evidenced by such Warrant Certificate are
exercised, the Company shall execute, and an authorized officer of the
Warrant Agent shall manually countersign and deliver, a new Warrant
Certificate evidencing the number of such Warrants remaining unexercised.
(d) In addition to the rights of the Warrant Holder set forth
herein, during the period specified in Section 2.2, in lieu of paying the
exercise price in cash, the Warrant Holder shall have the right, by
delivering to the Warrant Agent a Warrant Certificate with the form of
election to purchase Warrant Securities set forth on the reverse side of
the Warrant Certificate properly completed and duly executed and by
otherwise complying with the terms of this Agreement, to exercise any
Warrant in a cashless exercise for the number of shares of Warrant
Securities determined in accordance with the following formula:
(M - E)
N = ----------------- x W
M
where:
N = the actual number of shares of Warrant Securities to be issued
upon such cashless exercise of the applicable Warrant;
M = the Closing Price;
E = the Warrant Price; and
W = the number of Warrant Securities with respect to which the
Warrant Holder is exercising the applicable Warrant.
(e) The Company shall not be required to pay any stamp or other
tax or other governmental charge required to be paid in connection with any
transfer involved in the issue of the Warrant Securities; and in the event
that any such transfer is involved, the Company shall not be required to
issue or deliver any Warrant Security until such tax or other charge shall
have been paid or it has been established to the Company's satisfaction
that no such tax or other charge is due.
ARTICLE 3
Other Provisions Relating to Rights of Holders of Warrant Certificates
Section 3.1 No Rights as Warrant Security Holder Conferred by Warrants or
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Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby shall
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entitle a Warrant Holder to any of the rights of a holder of Warrant Securities,
either at law or equity, and the rights of each Warrant Holder are limited to
those rights expressly provided in this Agreement and in the Warrant
Certificates.
Section 3.2 Lost, Stolen, Mutilated or Destroyed Warrant Certificates. Upon
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receipt by the Warrant Agent of evidence reasonably satisfactory to it from a
Warrant Holder of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of indemnity reasonably satisfactory
to the Warrant Agent,
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and, in the case of mutilation, upon surrender of such Warrant Certificate to
the Warrant Agent for cancellation, then, in the absence of notice to the
Company or the Warrant Agent that such Warrant Certificate has been acquired by
a bona fide purchaser, the Company shall execute, and an authorized officer of
the Warrant Agent shall manually countersign and deliver, in exchange for or in
lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new
Warrant Certificate of the same tenor and evidencing a like number of Warrants.
Upon the issuance of any new Warrant Certificate under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Warrant Agent) in connection
therewith. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
of mutilated, lost, stolen or destroyed Warrant Certificates.
ARTICLE 4
Exchange and Transfer of Warrant Certificates
Section 4.1 Exchange and Transfer of Warrant Certificates. Warrant
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Certificates evidencing Warrants may be exchanged for Warrant Certificates in
other denominations evidencing such Warrants or the transfer thereof may be
registered in whole or in part; provided that such other Warrant Certificates
evidence the same aggregate number of Warrants as the Warrant Certificates so
surrendered. The Warrant Agent shall keep, at its corporate trust office [and
at __________] books in which, subject to such reasonable regulations as it may
prescribe, it shall register Warrant Certificates and exchanges and transfers of
outstanding Warrant Certificates, upon surrender of the Warrant Certificates to
the Warrant Agent at its corporate trust office [or at __________] for exchange
or registration of transfer, properly endorsed or accompanied by appropriate
instruments of registration of transfer and written instructions for transfer,
all in form satisfactory to the Company and the Warrant Agent. No service charge
shall be made for any exchange or registration of transfer of Warrant
Certificates but the Company may require payment of a sum sufficient to cover
any stamp or other tax or other governmental charge that may be imposed in
connection with any such exchange or registration of transfer. Whenever any
Warrant Certificates are so surrendered for exchange or registration of transfer
an authorized officer of the Warrant Agent shall manually countersign and
deliver to the person or persons entitled thereto a Warrant Certificate or
Warrant Certificates duly authorized and executed by the Company, as so
requested. The Warrant Agent shall not be required to effect any exchange or
registration of transfer which will result in the issuance of a Warrant
Certificate evidencing a fraction of a Warrant. All Warrant Certificates issued
upon any exchange or registration of transfer of Warrant Certificates issued
upon any exchange or registration of transfer of Warrant Certificates shall be
the valid obligations of the Company, evidencing the same obligations, and
entitled to the same benefits under this Agreement, as the Warrant Certificates
surrendered for such exchange or registration of transfer.
Section 4.2 Treatment of Holders of Warrant Certificates. Every holder of a
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Warrant Certificate, by accepting the same, consents and agrees with the
Company, the Warrant Agent and with every subsequent holder of such Warrant
Certificate that until the transfer of the Warrant Certificate is registered on
the books of the Warrant Agent, the Company and the Warrant Agent may treat the
registered holder as the absolute owner thereof for any purpose and as the
person entitled to exercise the rights represented by the Warrants evidenced
thereby, any notice to the contrary notwithstanding.
Section 4.3 Cancellation Of Warrant Certificates. Any Warrant Certificate
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surrendered for exchange, registration of transfer or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company, be delivered to the
Warrant Agent and all Warrant Certificates surrendered or so delivered to the
Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be
reissued and, except as expressly permitted by this Agreement, no Warrant
Certificate shall be issued hereunder in exchange or in lieu thereof. The
Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of cancelled Warrant Certificates in a manner satisfactory to the
Company.
ARTICLE 5
Adjustments
Section 5.1 Merger. If at any time there shall be a merger or consolidation of
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the Company with or into another corporation when the Company is not the
surviving corporation, then, as part of such merger or consolidation, lawful
provision shall be made so that the Warrant Holder shall thereafter be entitled
to receive upon
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exercise of rights herein granted, during the period specified herein and upon
payment of the aggregate Warrant Price, the number of shares of stock or other
securities or property of the successor corporation resulting from such merger
or consolidation, to which a holder of the stock deliverable upon exercise of
the rights granted in this Warrant Agreement would have been entitled in such
merger or consolidation if such rights had been exercised immediately before
such merger or consolidation. In any such case, appropriate adjustment shall be
made in the application of the provisions of this Warrant Agreement with respect
to the rights and interests of the Warrant Holder after the merger or
consolidation.
Section 5.2 Reclassification, etc. If the Company at any time shall, by
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subdivision, combination or reclassification of securities or otherwise, change
any of the Warrant Securities into the same or a different number of securities
of any other class or classes, this Warrant Agreement shall thereafter represent
the right to acquire such number and kind of securities as would have been
issuable as the result of such change with respect to the Warrant Securities
which were subject to the subdivision, combination, reclassification or other
change.
Section 5.3 Split, Subdivision or Combination of Shares. If the Company at any
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time shall split or subdivide the applicable Warrant Securities, the Warrant
Price shall be proportionately decreased and the number of shares issuable
pursuant to this Warrant Agreement shall be proportionately increased. If the
Company at any time shall combine or reverse split the applicable Warrant
Securities, the Warrant Price shall be proportionately increased and the number
of shares issuable pursuant to this Warrant Agreement shall be proportionately
decreased.
Section 5.4 Stock Dividends. If the Company at any time shall pay a dividend
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payable in the applicable Warrant Securities, then the Warrant Price shall be
adjusted, from and after the date of determination of stockholders entitled to
receive such dividend, to that price determined by multiplying the Warrant Price
in effect immediately prior to such date of determination by a fraction (i) the
numerator of which shall be the total number of shares of the applicable Warrant
Securities outstanding immediately prior to such dividend and (ii) the
denominator of which shall be the total number of shares of the applicable
Warrant Securities outstanding immediately after such dividend. The Warrant
Holder shall thereafter be entitled to purchase, at the Warrant Price resulting
from such adjustment, the number of shares of the applicable Warrant Securities
(calculated to the nearest whole share) obtained by multiplying (i) the Warrant
Price in effect immediately prior to such adjustment by (ii) the number of
shares of the applicable Warrant Securities issuable upon the exercise hereof
immediately prior to such adjustment and dividing the product thereof by the
Warrant Price resulting from such adjustment.
ARTICLE 6
The Warrant Agent
Section 6.1 Warrant Agent. The Company hereby appoints __________, as Warrant
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Agent of the Company in respect of the Warrants and the Warrant Certificates,
upon the terms and subject to the conditions herein set forth; and __________
hereby accepts such appointment. The Warrant Agent shall have the powers and
authority granted to and conferred upon it in this Agreement and in the Warrant
Certificates 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 6.2 Conditions of Warrant Agent's Obligations. The Warrant Agent
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hereby accepts and agrees to its obligations set forth herein upon the terms and
conditions hereof, including, without limitation, each of the following, by all
of which the Company and each Warrant Holder, by acceptance of his respective
Warrants, shall be bound:
(a) The Company agrees to promptly 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 attorneys' fees) incurred by the Warrant Agent in connection with the
services rendered hereunder by the Warrant Agent. The Company also agrees to
indemnify the Warrant Agent for, and to hold it harmless against, any loss,
liability or expense incurred, without negligence or bad faith on the part of
the Warrant Agent, arising out of or in connection with its acting as Warrant
Agent hereunder, as well as the costs and expenses of defending against any
claim of such liability.
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(b) In acting under this Warrant Agreement and in connection with the
Warrant Certificates, the Warrant Agent is acting solely as agent of the Company
and does not assume any obligation or relationship of agency or trust for or
with any of the Warrant Holders or beneficial owners of Warrants.
(c) The Warrant Agent may consult at any time with counsel satisfactory to
it and the Warrant Agent shall incur no liability to the Company or any Warrant
Holder, in respect of any action taken in good faith reliance on the advice of
such counsel, provided the Warrant Agent shall have exercised reasonable care in
the selection and continued employment of such counsel.
(d) The Warrant Agent shall incur no liability for or in respect of any
action taken 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
party or parties.
(e) The Warrant Agent, and its officers, directors and employees, may
become the owners 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 Warrant Holders or
holders of other obligations of the Company as freely as if it were not the
Warrant Agent hereunder.
(f) 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) The Warrant Agent shall have no liability with respect to any
invalidity of this Agreement or any of the Warrant Certificates.
(h) The Warrant Agent shall not be responsible for any of the recitals or
representations contained herein or in the Warrant Certificates (except as to
the Warrant Agent's countersignature thereon), all of which are made solely by
the Company.
(i) The Warrant Agent shall be obligated to perform only such duties as
are specifically set forth herein and in the Warrant Certificates, 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. The Warrant Agent shall not be accountable or
under any duty or responsibility for the use by the Company of any of the
Warrant Certificates authenticated by the Warrant Agent and delivered by it to
the Company pursuant to this Agreement or for the application by the Company of
the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty
or responsibility in case of any default by the Company in the 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 6.2, to make any demand upon the Company.
(j) The Warrant Agent is hereby authorized to obtain from time to time
from the present transfer agent for the Warrant Securities (the "Transfer
Agent"), and any successor Transfer Agent, stock certificates required to honor
outstanding Warrants. The Company hereby authorizes its present and any
successor Transfer Agent to comply with all such requests. The Company will
supply such Transfer Agent with duly executed stock certificates for such
purpose and will provide or otherwise make available any cash which may be
payable as provided in Section 2.3 hereof, and the Warrant Agent shall not be
responsible for any delay or failure by such Transfer Agent in supplying such
stock certificates.
Section 6.3 Resignation And Appointment Of Successor.
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(a) The Company agrees, for the benefit of the Warrant Holders, that there
shall at all times be a Warrant Agent hereunder until all the Warrant
Certificates are no longer exercisable.
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(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the date
on which its resignation shall become effective; provided that such date shall
not be less than three months after the date on which such notice is given
unless the Company otherwise agrees. The Warrant Agent hereunder may be removed
at any time by the filing with it of an instrument in writing signed by or on
behalf of the Company and specifying such removal and the date when it shall
become effective. Such resignation or removal shall take effect upon the
appointment by the Company, as hereinafter provided, of a successor Warrant
Agent (which shall be a bank or trust company authorized under the laws of the
jurisdiction of its organization to exercise corporate trust powers) and the
acceptance of such appointment by such successor Warrant Agent. The obligation
of the Company under Section 6.3(a) shall continue to the extent set forth
therein notwithstanding the resignation or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or shall file a petition seeking relief under the Federal Bankruptcy
Code, as now constituted or hereafter amended, or under any other applicable
Federal or State bankruptcy law or similar law or make an assignment for the
benefit of its creditors or consent to the appointment of a receiver or
custodian of all or any substantial part of its property, or shall admit in
writing its inability to pay or meet its debts as they mature, or if a receiver
or custodian of it or of all or any substantial part of its property shall be
appointed, or if an order of any court shall be entered for relief against it
under the provisions of the Federal Bankruptcy Code, as now constituted or
hereafter amended, or under any other applicable Federal or State bankruptcy or
similar law, or if any public officer shall have taken charge or control of the
Warrant Agent or of its property or affairs, for the purpose of rehabilitation,
conservation or liquidation, a successor Warrant Agent, qualified as aforesaid,
shall be appointed by the Company by an instrument in writing, filed with the
successor Warrant Agent. Upon the appointment as aforesaid of a successor
Warrant Agent and acceptance by the successor Warrant Agent of such appointment,
the Warrant Agent shall cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations of
such predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay over,
and such successor Warrant Agent shall be entitled to receive, all monies,
securities and other property on deposit with or held by such predecessor, as
Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may be merged
or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that it shall be
qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto.
ARTICLE 7
Miscellaneous
Section 7.1 Amendment. This Agreement may be amended by the parties hereto,
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without the consent of any Warrant Holder, for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective or
inconsistent provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; provided that such action
shall not materially and adversely affect the interests of the Warrant Holders;
provided further, that the Company and the Warrant Agent may amend this
Agreement in any manner prior to the issuance of any Warrants hereunder. With
the consent of the Warrant Holders holding not less than a majority in number of
the then outstanding unexercised Warrants affected, the Company and the Warrant
Agent may modify or amend any other term of this Agreement; provided, however,
that no such modification or amendment may be made without the consent of the
Warrant Holders affected thereby if such proposed amendment would (i) shorten
the period of time during which the Warrants may be exercised; (ii) otherwise
materially and adversely affect the exercise rights of the Warrant Holders; or
(iii) reduce the number of outstanding Warrants.
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Section 7.2 Notices and Demands to the Company and Warrant Agent. If the Warrant
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Agent shall receive any notice or demand addressed to the Company by the Warrant
Holder pursuant to the provisions of the Warrant Certificates, the Warrant Agent
shall promptly forward such notice or demand to the Company.
Section 7.3 Addresses. Any communication from the Company to the Warrant Agent
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with respect to this Agreement shall be addressed to ____________________, and
any communication from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to Triton PCS Holdings, Inc., 1100 Cassatt Road,
Berwyn, Pennsylvania 19312, Attention: David D. Clark (or such other address as
shall be specified in writing by the Warrant Agent or by the Company).
Section 7.4 Applicable Law. The validity, interpretation and performance of this
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Agreement and each Warrant Certificate issued hereunder and of the respective
terms and provisions thereof shall be governed by and construed in accordance
with, the laws of the State of Delaware, without giving effect to the conflict
of laws principles thereof.
Section 7.5 Obtaining of Governmental Approvals. The Company will from time to
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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, as amended), which may be
or become required in connection with the issuance, sale, transfer, and delivery
of the Warrant Certificates, the exercise of the Warrants, the issuance, sale,
transfer, and delivery of the Warrant Securities issued upon exercise of the
Warrants or upon the expiration of the period during which the Warrants are
exercisable.
Section 7.6 Persons Having Rights under Warrant Agreement. Nothing in this
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Agreement shall give to any person other than the Company, the Warrant Agent and
the Warrant Holders any right, remedy or claim under or by reason of this
Agreement.
Section 7.7 Headings. The descriptive headings of the several Articles and
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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 7.8 Counterparts. This Agreement may be executed in any number of
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counterparts, each of which as so executed shall be deemed to be an original,
and which shall together constitute but one and the same instrument.
Section 7.9 Inspection of Agreement. A copy of this Agreement shall be available
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at all reasonable times at the principal corporate trust office of the Warrant
Agent for inspection by any Warrant Holder. The Warrant Agent may require such
Warrant Holder to submit his Warrant Certificates for inspection by it.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their respective corporate seals to be affixed hereunto, and
the same to be attested, all as of the day and year first above written.
TRITON PCS HOLDINGS, INC.
By:______________________________________
Name:____________________________________
Title:___________________________________
Attest:
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[NAME OF WARRANT AGENT],
as Warrant Agent
By:______________________________________
Name:____________________________________
Title:___________________________________
Attest:
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Exhibit A
(FORM OF WARRANT CERTIFICATE)
[Face of Warrant Certificate]
Exercisable Only if Countersigned by the Warrant Agent as Provided Herein.
TRITON PCS HOLDINGS, INC.
WARRANTS TO PURCHASE
[Title of Warrant Securities]
Void After 5:00 P.M. New York Time on ___________
[No.] __________ Warrants
This certifies that ________ or his registered assigns is the
registered owner of the above indicated number of Warrants, each Warrant
entitling such owner to purchase, at any time after 5 p.m. New York time on
[date], and on or before 5 p.m. New York time on [date], [title of Warrant
Securities] (the "Warrant Securities"), of Triton PCS Holdings, Inc. (the
"Company") to be issued for the exercise price for each Warrant of
[$__________]. The holder may exercise the Warrants evidenced hereby by (i)
providing certain information set forth on the back hereof, and (ii) (a) by
paying in full, in lawful money of the United States of America in cash or by
certified check or official bank check or by bank wire transfer, in each case,
in immediately available funds, the Warrant Price for each Warrant exercised to
the Warrant Agent (as hereinafter defined), or (b) by a cashless exercise using
the formula set forth in Section 2.3(d) of the Warrant Agreement (as hereinafter
defined), and (iii) by surrendering this Warrant Certificate, with the purchase
form on the back hereof duly executed, at the corporate trust office of [name of
Warrant Agent], or its successors as warrant agent (the "Warrant Agent"),
currently at the address specified on the reverse hereof, and upon compliance
with and subject to the conditions set forth herein and in the Warrant Agreement
(as hereinafter defined).
Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Securities in registered form. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the holder hereof a new Warrant
Certificate evidencing the number of Warrants remaining unexercised. The Company
will not be required to issue fractional shares of Warrant Securities upon
exercise of the Warrants or distribute stock certificates that evidence
fractional shares of Warrant Securities. In lieu of fractional Warrant
Securities, there shall be paid by the Company to the registered holder of this
Warrant Certificate at the time such Warrant Certificate is exercised an amount
in cash payable by company check equal to the closing sales price of the Warrant
Securities on the principal national securities exchange on which they are
listed (or if not so listed, another equivalent means reasonably determined by
the Company) on the business day immediately preceding the exercise date,
multiplied by such fraction.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ___________, ____, (the "Warrant Agreement")
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate consents by acceptance hereof.
Copies of the Warrant Agreement are on file at the above-mentioned office of the
Warrant Agent.
Transfer of this Warrant Certificate may be registered when this
Warrant Certificate is surrendered at the corporate trust office of the Warrant
Agent by the registered owner or his assigns, in person or by an attorney duly
authorized in writing, in the manner and subject to the limitations provided in
the Warrant Agreement.
After countersignature by the Warrant Agent and prior to the expiration
of this Warrant Certificate, this Warrant Certificate may be exchanged at the
corporate trust office of the Warrant Agent for Warrant Certificates
representing the same aggregate number of Warrants.
This Warrant Certificate shall not entitle the holder hereof to any of
the rights of a holder of Warrant Securities.
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This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
Dated as of ____________ TRITON PCS HOLDINGS, INC.
By:______________________________________
Name:____________________________________
Title:___________________________________
Attest:
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Countersigned
[-----------------------------------]
As Warrant Agent
By:______________________________________
Name:____________________________________
Title:___________________________________
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[Reverse of Warrant Certificate]
Instructions for Exercise of Warrant
To exercise the Warrants evidenced hereby, the holder must pay in cash
or by certified check or official bank check or by bank wire transfer, in
immediately available funds, the Warrant Price in full for Warrants exercised to
[insert name of Warrant Agent] Corporate Trust Department [address of Warrant
Agent], Attn: [__________], which payment must specify the name of the holder
and the number of Warrants exercised by such holder, or the Warrant Holder may
exercise the Warrants by cashless exercise as set forth in Section 2.3(d) of the
Warrant Agreement. In addition, the holder must complete the information
required below and present this Warrant Certificate in person or by mail
(registered mail is recommended) to the Warrant Agent at the addresses set forth
below. This Warrant Certificate, completed and duly executed, must be received
by the Warrant Agent within five business days of the payment.
To Be Executed Upon Exercise of Warrant
The undersigned hereby irrevocably [__] [to be checked if applicable]
elects to exercise Warrants evidenced by this Warrant Certificate, to purchase
____________ [title of Warrant Securities] (the "Warrant Securities") of Triton
PCS Holdings, Inc. and represents that he has tendered payment for such Warrant
Securities in cash or by certified check or official bank check or by bank wire
transfer, in each case, in immediately available funds, to the order of Triton
PCS Holdings, Inc., c/o [name and address of Warrant Agent], in the amount of
[$_____________] in accordance with the terms hereof, or [__] [to be checked if
applicable] elects to exercise Warrants evidenced by this Warrant Certificate in
a cashless exercise for the number of shares of Warrant Securities determined by
using the formula set forth in Section 2.3(d) of the Warrant Agreement. The
undersigned requests that said Warrant Securities be in fully registered form,
registered in such names and delivered, all as specified in accordance with the
instructions set forth below. If the number of Warrants exercised is less than
all of the Warrants evidenced hereby, the undersigned requests that a new
Warrant Certificate representing the remaining Warrants evidenced hereby be
issued and delivered to the undersigned unless otherwise specified in the
instructions below.
Dated __________________________
Name_____________________________
(Please Print)
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Address
-------------------------------
Social Security Number of Holder
-------------------------------
Signature
The Warrants evidenced hereby may be exercised at the following addresses:
By hand at __________________________________________________
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By mail at __________________________________________________
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Assignment
(Form of Assignment to be Executed if Holder Desires
to Transfer Warrants Evidenced Hereby)
For value received ____________________________ hereby sells, assigns
and transfers unto
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__________ (Please print name and address, including zip code of assignee, and
Social Security Number or other identifying number)
the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint ______________ Attorney, to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution in the premises.
Dated___________________
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Signature
(Signature must conform in all respect
to name of holder as specified on the
face of this Warrant Certificate and
must bear a signature guarantee of a
commercial bank, trust company, or
member broker of [the __________] Stock
Exchange.) Signature Guaranteed:
Signature Guaranteed:
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