<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PAINE WEBBER GROUP INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-2760086
- --------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. employer
Identification No.)
1285 Avenue of the Americas, New York, New York 10019
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction A(c)(1) please check of a concurrent registration statement
the following box. / / under the Securities Act of 1933 pursuant
to General Instruction A(c)(2) please
check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- ------------------- ------------------------------
U.S. Dollar Increase The New York Stock Exchange, Inc.
Warrants on the
Japanese Yen Expiring
April __, 1996
Securities to be registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be
Registered.
For a description of the U.S. Dollar Increase Warrants
on the Japanese Yen Expiring April __, 1996 (the
"Warrants") to be registered hereunder, reference is
made to the information under the headings "Risk
Factors" and "Description of Warrants" on pages 3
through 9 and on pages 11 through 14, respectively, of
the Registrant's prospectus dated July 20, 1994 (the
"Prospectus"), and the information under the headings
"Prospectus Summary", "Certain Risk Factors Relating to
the Warrants" and "Description of the Warrants" on
pages S-3 through S-6, S-8 through S-11 and S-12
through S-20, respectively, of the Registrant's
preliminary prospectus supplement dated April 12, 1995,
relating to the Warrants (the "Prospectus Supplement").
The Prospectus and Prospectus Supplement, listed as
Exhibit 3 hereto, are incorporated by reference to the
same documents filed pursuant to Rule 424(b)(5) under
the Securities Act of 1933, as amended (the "1933
Act"), on April 12, 1995, relating to the Registrant's
Registration Statement on Form S-3 (No. 33-53776), with
the Securities and Exchange Commission (the
"Commission"). The Registrant expects to file the
Prospectus Supplement in definitive form shortly with
the Commission pursuant to Rule 424(b) under the 1933
Act. The description of the Warrants is hereby
incorporated herein and made part of this registration
statement in its entirety.
Item 2. Exhibits.
1. Forms of Warrant Certificates (included within
Exhibit 2) relating to the Warrants.
2. Form of Warrant Agreement relating to the Warrants
among the Registrant, Citibank, N.A., as Warrant
Agent, and PaineWebber Incorporated, as Spot Rate
Reference Agent, including as Exhibits A and B-1
thereto the forms of Warrant Certificates.
3. Prospectus and Prospectus Supplement (incorporated
by reference to the same documents filed on April
12, 1995, pursuant to Rule 424(b)(5) under the
1933 Act and relating to the Registrant's
Registration Statement on Form S-3 (No. 33-
53776)).
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: April 12, 1995
PAINE WEBBER GROUP INC.
/s/ Theodore A. Levine
By:--------------------------
Name: Theodore A. Levine
Title: Vice President
3
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
2 Form of Warrant Agreement
relating to the Warrants
among the Registrant,
Citibank, N.A., as
Warrant Agent, and
PaineWebber Incorporated,
as Spot Rate Reference
Agent, including as
Exhibits A and B-1
thereto the forms of
Warrant Certificates.
4
EXHIBIT 2
<PAGE>
L&W Draft -- 4/11/95
================================================================================
PAINE WEBBER GROUP INC.
and
CITIBANK, N.A., Warrant Agent
and
PAINEWEBBER INCORPORATED, Spot Rate Reference Agent
_________________________
WARRANT AGREEMENT
dated as of April __, 1995
U.S. Dollar Increase Warrants
on the Japanese Yen
Expiring April __, 1996
================================================================================
<PAGE>
TABLE OF CONTENTS
Page
----
PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I
ISSUANCE OF WARRANTS AND FORM,
EXECUTION, DELIVERY AND REGISTRATION
OF WARRANT CERTIFICATES AND
GLOBAL WARRANT CERTIFICATE
SECTION 1.01. Issuance of Warrants. . . . . . . . . . . . . . 1
SECTION 1.02. Form, Execution and Delivery of Warrant
Certificates. . . . . . . . . . . . . . . . . . 2
SECTION 1.03. Warrant Certificates. . . . . . . . . . . . . . 3
SECTION 1.04. Registration of Transfers and Exchanges . . . . 3
SECTION 1.05. Mutilated or Missing Warrant Certificates . . . 4
SECTION 1.06. Registered Holders. . . . . . . . . . . . . . . 5
SECTION 1.07. Global Warrant Certificate. . . . . . . . . . . 6
ARTICLE II
DURATION AND EXERCISE OF WARRANTS
SECTION 2.01. Duration of Warrants; Minimum Exercise
Amounts; Notice of Exercise . . . . . . . . . . 8
SECTION 2.02. Exercise and Delivery of Warrants . . . . . . . 9
SECTION 2.03. Automatic Exercise of Warrants. . . . . . . . . 17
SECTION 2.04. Limitation of Number of Exercisable
Warrants. . . . . . . . . . . . . . . . . . . . 18
SECTION 2.05. Covenant of the Company . . . . . . . . . . . . 19
SECTION 2.06. Return of Money Held Unclaimed for Two
Years . . . . . . . . . . . . . . . . . . . . . 19
SECTION 2.07. Return of Global Warrant Certificate. . . . . . 19
ARTICLE III
OTHER PROVISIONS RELATING TO
RIGHTS OF WARRANTHOLDERS
SECTION 3.01. Warrantholder of Warrant May Enforce
Rights. . . . . . . . . . . . . . . . . . . . . 20
- --------------------
* The Table of Contents is not a part of the Warrant Agreement.
-i-
<PAGE>
Page
----
ARTICLE IV
WARRANTS ACQUIRED BY THE COMPANY;
PAYMENT OF TAXES
SECTION 4.01. Warrants Acquired by the Company. . . . . . . . 20
SECTION 4.02. Payment of Taxes. . . . . . . . . . . . . . . . 21
ARTICLE V
CONCERNING THE WARRANT AGENT
SECTION 5.01. Warrant Agent . . . . . . . . . . . . . . . . . 21
SECTION 5.02. Conditions of Warrant Agent's Obligations . . . 21
SECTION 5.03. Resignation and Appointment of Successor. . . . 23
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. Amendment . . . . . . . . . . . . . . . . . . . 25
SECTION 6.02. Notices and Demands to the Company, the
Warrant Agent and the Spot Rate Reference
Agent . . . . . . . . . . . . . . . . . . . . . 25
SECTION 6.03. Addresses for Notices . . . . . . . . . . . . . 25
SECTION 6.04. Notices to Holders. . . . . . . . . . . . . . . 26
SECTION 6.05. Obtaining of Approvals. . . . . . . . . . . . . 26
SECTION 6.06. Persons Having Rights Under This Agreement. . . 26
SECTION 6.07. Inspection of Agreement . . . . . . . . . . . . 26
SECTION 6.08. Headings. . . . . . . . . . . . . . . . . . . . 26
SECTION 6.09. Counterparts. . . . . . . . . . . . . . . . . . 27
SECTION 6.10. APPLICABLE LAW. . . . . . . . . . . . . . . . . 28
TESTIMONIUM. . . . . . . . . . . . . . . . . . . . . . . . . . 28
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 28
EXHIBIT A - Form of Warrant Certificate
EXHIBIT B-1 - Form of Global Warrant Certificate
EXHIBIT B-2 - Notice of Exercise [For Warrants Represented by
the Global Warrant Certificate]
EXHIBIT C-1 - Confirmation of Exercise and Notice of Rejection
[For Warrants Represented by Warrant Certificates]
-ii-
<PAGE>
EXHIBIT C-2 - Confirmation of Exercise and Notice of Rejection
[For Warrants Represented by the Global Warrant
Certificate]
EXHIBIT D-1 - Notice of Rejection Relating to Limit Option [For
Warrants Represented by Warrant Certificates]
EXHIBIT D-2 - Notice of Rejection Relating to Limit Option [For
Warrants Represented by the Global Warrant
Certificate]
-iii-
<PAGE>
WARRANT AGREEMENT, dated as of April __, 1995, among
PAINE WEBBER GROUP INC., a corporation organized and existing
under the laws of the State of Delaware (the "Company"),
CITIBANK, N.A., a national banking association organized and
existing under the laws of the United States of America (the
"Warrant Agent"), and PAINEWEBBER INCORPORATED, a corporation
organized and existing under the laws of the State of Delaware
(the "Spot Rate Reference Agent").
WHEREAS the Company proposes to sell warrants (the
"Warrants" or, individually, a "Warrant") representing the right
to receive from the Company the amount, if any, in U.S. dollars
determined by reference to decreases in the value of the Japanese
yen relative to the U.S. dollar on the terms and conditions set
forth in this Agreement; and
WHEREAS the Company desires the Warrant Agent to act on
behalf of the Company, and the Warrant Agent is willing so to
act, in connection with the issuance, transfer and exercise of
the Warrants, and the Company desires to set forth herein, among
other things, the provisions of the Warrants and the terms and
conditions on which they may be issued, transferred, exercised
and canceled;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
ISSUANCE OF WARRANTS AND FORM,
EXECUTION, DELIVERY AND REGISTRATION
OF WARRANT CERTIFICATES AND
GLOBAL WARRANT CERTIFICATE
SECTION 1.01. Issuance of Warrants. (a) The Warrants
will constitute direct, unconditional and unsecured
obligations of the Company and will rank on a parity with the
Company's other unsecured contractual obligations and with the
Company's unsecured and unsubordinated debt.
(b) Each Warrant shall represent the right, subject to
the provisions contained herein, to receive the Cash Settlement
Value (as defined herein) of such Warrant. In no event shall a
registered or beneficial holder of a Warrant (each a
"Warrantholder") be entitled to receive any interest on any Cash
Settlement Value.
(c) Forty-five calendar days after the date of this
Agreement each Warrantholder will have a one-time option to
convert the form in which such Warrantholder holds his Warrants
from certificated to book-entry form (the "Conversion Option").
The Conversion Option will be available for forty-five calendar
days from ____________, 1995, through _____________, 1995 (the
<PAGE>
"Conversion Option Period"). To utilize the Conversion Option a
Warrantholder must deliver or arrange to deliver his Warrants to
transactions through the Depository (as defined herein) through
which such Warrantholder's beneficial interest after electing the
Conversion Option will be maintained, who will then deposit the
Warrants with the Depository or its nominee. Once a
Warrantholder has elected the Conversion Option such
Warrantholder may hold his Warrants only in book-entry form and
will not be able to change his election or withdraw from the
book-entry system during the Conversion Option Period or
thereafter. Accordingly, except as hereinafter provided,
ownership of the Warrants in certificated form will no longer be
available to Warrantholders who have elected the Conversion
Option and ownership of the Warrants surrendered under the
Conversion Option will be represented by a single certificate
(the "Global Warrant Certificate"); provided, however, that if
the Depository is at any time unwilling or unable to continue as
securities depository for the Warrants and a successor Depository
is not appointed by the Company within 90 days, the Company will
reissue Warrant Certificates (as defined herein) in exchange for
the Global Warrant Certificate. In addition, the Company may at
any time determine not to have the Warrants represented by a
Global Warrant Certificate and, in such event, will issue Warrant
Certificates in exchange for the Global Warrant Certificate. In
either instance, and in accordance with the provisions of this
Agreement, each Warrantholder will be entitled to have a number
of Warrants equal to such Warrantholder's beneficial interest in
the Global Warrant Certificate registered in the name of the
Warrantholder and will be entitled to physical delivery of such
Warrants in certificated form by a Participant. The provisions
of Section 1.07 shall apply only if and when the Conversion
Option is utilized and a Global Warrant Certificate is issued
hereunder. Unless the context shall otherwise require, and
subject to the provisions of Section 1.07, all references in this
Agreement to the Warrant Certificates (other than in Sections
1.02, 1.03, 1.04, 1.05, 1.06 and 1.07) shall include the Global
Warrant Certificate in the event that the Global Warrant
Certificate is issued.
(d) Warrantholders shall not be entitled to hold
Warrants in certificated form through CEDEL or Euroclear (as such
terms are defined herein).
SECTION 1.02. Form, Execution and Delivery of Warrant
Certificates. (a) The Warrants, whenever issued, shall be
represented by certificates in registered form substantially in
the form set forth in Exhibit A hereto (the "Warrant
Certificates"), with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted
by this Agreement, and may represent any number of whole
Warrants. The Warrant Certificates may have imprinted or
otherwise reproduced thereon such letters, numbers or other marks
of identification or designation and such legends or endorsements
2
<PAGE>
as the officers of the Company executing the same may approve
(execution thereof to be conclusive evidence of such approval)
and which are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any law or with
any rule or regulation made pursuant thereto, or with any rule or
regulation of any stock exchange on which the Warrants may be
listed, or of the Depository, or to conform to usage. Warrant
Certificates shall be signed on behalf of the Company by its
chairman, its president or one of its vice presidents and under
its corporate seal reproduced thereon and attested by its
secretary or an assistant secretary. The signature of any of
such officers may be either manual or facsimile. Typographical
and other minor errors or defects in any such signature shall not
affect the validity or enforceability of any Warrant Certificate
that has been duly countersigned and delivered by the Warrant
Agent.
(b) In case any officer of the Company who shall have
signed a Warrant Certificate, either manually or by facsimile
signature, shall cease to be such officer before such Warrant
Certificate shall have been countersigned and delivered by the
Warrant Agent to the Company or delivered by the Company, such
Warrant Certificate nevertheless may be countersigned and
delivered as though the person who signed such Warrant Certifi-
cate had not ceased to be such officer of the Company; and the
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, shall be a proper officer of the Company to sign
such Warrant Certificate, although at the date of the execution
of this Warrant Agreement any such person was not such officer.
SECTION 1.03. Warrant Certificates. Each Warrant
Certificate, when signed on behalf of the Company in accordance
with Section 1.02, shall be delivered to the Warrant Agent, which
shall manually countersign and deliver the same to or upon the
order of the Company. Each Warrant Certificate shall be dated
the date of its countersignature. A Warrant Certificate shall
not be valid for any purpose, and no Warrant evidenced thereby
shall be exercisable, unless and until such Warrant Certificate
has been countersigned by the manual signature of the Warrant
Agent. Such countersignature by the Warrant Agent upon any
Warrant Certificate signed by the Company in accordance with
Section 1.02 shall be conclusive evidence that the Warrant
Certificate so countersigned has been duly issued hereunder.
SECTION 1.04. Registration of Transfers and Exchanges.
(a) Except as otherwise provided herein or in the Warrant
Certificate, the Warrant Agent shall from time to time register
the transfer of any outstanding Warrant Certificates upon the
records to be maintained by it for that purpose (the "Warrant
Register") at the Warrant Agent's Office (as defined herein),
subject to such reasonable regulations as the Company or the
Warrant Agent may prescribe, upon surrender thereof, duly
endorsed, or accompanied by a written instrument or instruments
3
<PAGE>
of transfer in form satisfactory to the Warrant Agent and the
Company, duly executed by, the registered holder(s) thereof or by
the duly appointed legal representative thereof or by a duly
authorized attorney, such signature to be guaranteed by a bank or
trust company with a correspondent office in The City of New York
or by a member of a national securities exchange. Upon any such
registration of transfer, a new Warrant Certificate shall be
issued to the transferee(s) and the surrendered Warrant
Certificate shall be canceled by the Warrant Agent.
(b) At the option of a Warrantholder, Warrant
Certificates may be exchanged for other Warrant Certificates, of
like tenor and representing an equal number of unexercised
Warrants, upon surrender to the Warrant Agent of the Warrant
Certificates to be exchanged at its offices maintained for such
purpose (the location of which shall be provided to the Company),
which shall be south of Chambers Street in the Borough of Manhat-
tan, The City of New York (the "Warrant Agent's Office"), and
which are, on the date of this Agreement, 111 Wall Street, New
York, New York 10043, Attention: Corporate Trust Department, or
at the office of any successor Warrant Agent (as provided in
Section 5.03). Upon surrender of any Warrant Certificate for
exchange, the Warrant Agent shall cancel such Warrant
Certificate, and the Company shall execute, and the Warrant Agent
shall countersign and deliver, in accordance with Sections 1.02
and 1.03, one or more new Warrant Certificates of like tenor and
representing an equal number of unexercised Warrants.
(c) Warrant Certificates issued upon transfer or
exchange pursuant to Section 1.04(a) or (b) shall be valid
obligations of the Company, evidencing the same obligations of
the Company as the Warrant Certificates surrendered for transfer
or exchange, and entitled to the same benefits under this
Agreement as were such Warrant Certificates prior to such
surrender.
(d) Except as provided in Section 1.05, no service
charge shall be made for any registration of transfer or exchange
of Warrant Certificates, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or
exchange of Warrant Certificates, other than exchanges pursuant
to this Section 1.04 not involving any transfer.
(e) In the event that upon any exercise of Warrants
evidenced by a Warrant Certificate the number of Warrants
exercised shall be less than the total number of Warrants
evidenced by such Warrant Certificate, there shall be issued to
the holder thereof or his assignee a new Warrant Certificate
evidencing the number of Warrants not exercised.
SECTION 1.05. Mutilated or Missing Warrant
Certificates. (a) If any Warrant Certificate is mutilated,
lost, stolen or destroyed, the Company may in its discretion
4
<PAGE>
execute, and the Warrant Agent may countersign and deliver, in
exchange and substitution for and upon cancellation of the
mutilated Warrant Certificate, or in lieu of the Warrant
Certificate lost, stolen or destroyed, a new Warrant Certificate
of like tenor and representing an equal number of unexercised
Warrants, bearing an identification number not contemporaneously
outstanding, but only (in case of loss, theft or destruction)
upon receipt of evidence satisfactory to the Company and the
Warrant Agent of such loss, theft or destruction of such Warrant
Certificate and security or indemnity, if requested, also
satisfactory to them. Applicants for such substitute Warrant
Certificates shall also comply with such other reasonable
regulations and pay such other reasonable charges as the Company
or the Warrant Agent may prescribe.
(b) In case any such mutilated, lost, stolen or
destroyed Warrant Certificate has been or is about to be
exercised, or deemed to be exercised, the Company in its absolute
discretion may, instead of issuing a new Warrant Certificate,
direct the Warrant Agent to treat the same as if it had received
a Notice of Exercise (as defined herein) in proper form in
respect thereof, as provided herein, or as being subject to
automatic exercise, as the case may be.
(c) Each new Warrant Certificate issued pursuant to
this Section 1.05 in lieu of any mutilated, lost, stolen or
destroyed Warrant Certificate shall be an original, additional
contractual obligation of the Company, whether or not, in the
case of any lost, stolen or destroyed Warrant Certificate, such
Warrant Certificate shall at any time be enforceable by anyone,
and shall be entitled to the same benefits under this Agreement
as the Warrant Certificate that was mutilated, lost, stolen or
destroyed.
(d) Upon the issuance of any new Warrant Certificate
in accordance with this Section 1.05, 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) connected therewith.
(e) The provisions of this Section 1.05 are exclusive
and shall preclude (to the extent lawful) any other rights and
remedies with respect to the replacement or payment of mutilated,
lost, stolen or destroyed Warrant Certificates.
SECTION 1.06. Registered Holders. Prior to due
presentment for registration of transfer, the Company, the
Warrant Agent, and any agent of the Company or the Warrant Agent,
may deem and treat the person in whose name a Warrant Certificate
shall be registered in the Warrant Register (a "Registered
Holder") as the absolute owner of the Warrants evidenced thereby
(notwithstanding any notation of ownership or other writing
thereon) for any purpose whatsoever, and as the person entitled
5
<PAGE>
to exercise the rights represented by the Warrants evidenced
thereby, and neither the Company nor the Warrant Agent, nor any
agent of the Company or the Warrant Agent, shall be affected by
any notice to the contrary. This Section 1.06 shall be without
prejudice to the rights of Warrantholders as described elsewhere
herein.
SECTION 1.07. Global Warrant Certificate. (a) Any
Global Warrant Certificate issued in accordance with Section 1.01
shall be substantially in the form set forth in Exhibit B-1
hereto, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted
by this Agreement, and may represent any number of whole
Warrants. The Global Warrant Certificate may have imprinted or
otherwise reproduced thereon such letters, numbers or other marks
of identification or designation and such legends or endorsements
as the officers of the Company executing the same may approve
(execution thereof to be conclusive evidence of such approval)
and which are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any law or with
any rule or regulation made pursuant thereto, or with any rule or
regulation of any stock exchange on which the Warrants may be
listed, or of the Depository, or to conform to usage. The Global
Warrant Certificate shall be signed on behalf of the Company upon
the same conditions, in substantially the same manner and with
the same effect as the Warrant Certificates.
(b) The Warrant Agent is authorized, from time to time
during the Conversion Option Period, upon receipt of a Global
Warrant Certificate from the Company, duly executed on behalf of
the Company, to countersign such Global Warrant Certificate. The
Global Warrant Certificate shall be manually countersigned and
dated the date of its countersignature by the Warrant Agent and
shall not be valid for any purpose unless so countersigned. The
Warrant Agent shall deliver the Global Warrant Certificate to or
upon the order of the Company against receipt of an appropriate
amount of Certificated Warrants (such Certificated Warrants shall
be destroyed or otherwise disposed of in accordance with
instructions provided by the Company). One or more Global
Warrant Certificates may be executed by the Company and delivered
to the Warrant Agent on or after the date of execution of this
Agreement; provided that only one Global Warrant Certificate
shall be outstanding at any one time.
The Company reserves the right to issue, from time to
time after the date of execution of this Agreement, additional
Warrants, and in connection therewith the Global Warrant
Certificate may be exchanged for a new Global Warrant Certificate
to reflect the issuance by the Company of such additional
Warrants. To effect such an exchange the Company shall deliver
to the Warrant Agent a new Global Warrant Certificate duly
executed on behalf of the Company as provided in Section 1.02.
The Warrant Agent shall authenticate the new Global Warrant
Certificate as provided in this Section and shall deliver the new
6
<PAGE>
Global Warrant Certificate to the Depository in exchange for, and
upon receipt of, the Global Warrant Certificate then held by the
Depository. The Warrant Agent shall cancel the Global Warrant
Certificate delivered to it by the Depository, destroy such
Global Warrant Certificate and provide a certificate of
destruction to the Company.
(c) The Global Warrant Certificate will initially be
registered in the name of a nominee of The Depository Trust
Company (the "Depository", which term, as used herein, includes
any successor securities depository selected by the Company).
The Warrant holdings of the Participants will be recorded on the
books of the Depository. The holdings of customers of the
Participants and the identity of the Warrantholders will be
reflected on the books and records of such Participants and will
not be known to the Warrant Agent, the Company or the Depository.
The Global Warrant Certificate will be held by the Depository or
its agent.
The Company may from time to time select a new entity
to act as Depository with respect to the Warrants and, if such
selection is made, the Company shall promptly give the Warrant
Agent notice to such effect identifying the new Depository, and
the Global Warrant Certificate shall be delivered to the Warrant
Agent and shall be transferred to the new Depository as provided
below as promptly as possible. Appropriate changes may be made
in the forms of the Global Warrant Certificate, the Notice of
Exercise and the related notices to be delivered in connection
with an exercise to reflect the selection of the new Depository.
(d) Except as otherwise provided herein or in the
Global Warrant Certificate, the Warrant Agent shall from time to
time register the transfer of the Global Warrant Certificate in
its records (which may be maintained electronically), subject to
such reasonable regulations as the Company or the Warrant Agent
may prescribe, only to the Depository, to another nominee of the
Depository, to a successor Depository or to a nominee of a
successor Depository, upon surrender of such Global Warrant
Certificate, duly endorsed, or accompanied by a written
instrument or instruments of transfer in form satisfactory to the
Warrant Agent and the Company, duly executed by the Registered
Holder thereof or by the duly appointed legal representative
thereof, or by its duly authorized attorney, such signature to be
guaranteed by a bank or trust company with a correspondent office
in The City of New York or by a member of a national securities
exchange. Upon any such registration of transfer, a new Global
Warrant Certificate shall be issued to the transferee and the
surrendered Global Warrant Certificate shall be canceled by the
Warrant Agent.
The Global Warrant Certificate may be transferred as
provided above at the option of the holder thereof, when
surrendered to the Warrant Agent's Office, or at the office of
any successor Warrant Agent (as provided in Section 5.03), for
7
<PAGE>
another Global Warrant Certificate of like tenor and representing
an equal number of unexercised Warrants.
ARTICLE II
DURATION AND EXERCISE OF WARRANTS
SECTION 2.01. Duration of Warrants; Minimum Exercise
Amounts; Notice of Exercise. Subject to the limitations set
forth herein and in Section 2.03, each Warrant may be irrevocably
exercised in whole but not in part, at or prior to 3:00 p.m., New
York City time, on any New York Business Day from its date of
issuance until 3:00 p.m., New York City time, on the earlier of
(i) the New York Business Day immediately preceding April __,
1996 (the "Expiration Date") and (ii) the Delisting Date (as
defined herein). Except in the event of automatic exercise, each
Warrant shall be irrevocably exercised either (i) in the case of
Warrants represented by Warrant Certificates ("Certificated
Warrants"), by surrender to the Warrant Agent (at its address as
set forth in such form of notice or at such other address as the
Warrant Agent may specify from time to time) of the Warrant
Certificate representing such Warrant, with the Notice of
Exercise duly completed and executed by the Registered Holder of
such Warrant or (ii) in the case of Warrants represented by the
Global Warrant Certificate ("Book-Entry Warrants"), upon receipt
by the Warrant Agent of such Warrant delivered free on the
records of the Depository to the Warrant Agent's Depository
Participant Account (entitled Citibank, N.A. Corporate Trust
Warrant Agent Account, No. 2659, or such other account at the
Depository as the Warrant Agent shall designate in writing to the
Company) (the "Warrant Account") pursuant to a Notice of Exercise
to the Warrant Agent from a Participant, in the case of Book-
Entry Warrants held through the Depository, CEDEL, in the case of
such Warrants held through CEDEL, or a Euroclear participant, in
the case of such Warrants held through Euroclear, acting,
directly or indirectly, on behalf of the Warrantholder; provided,
however, that Notices of Exercise are subject to rejection by the
Warrant Agent as provided herein. Not fewer than 500 Warrants in
either certificated or book-entry form may be exercised by or on
behalf of any one Warrantholder at any one time, except in the
event of automatic exercise on the Expiration Date or the
Delisting Date or as provided in Section 2.04. A Notice of
Exercise shall be unconditional. Except as provided in Sec-
tion 2.02(b), the Warrant Agent shall be entitled, with no duty
of inquiry, to rely conclusively on any Notice of Exercise
received by it. "Notice of Exercise" means an irrevocable notice
of exercise to the Warrant Agent at its address, which notice
(A) for Certificated Warrants, shall be on the reverse of the
Warrant Certificate or on such other form as the Company and the
Warrant Agent may approve, and (B) for Book-Entry Warrants, shall
be substantially in the form set forth in Exhibit B-2 hereto or
such other form as the Company and the Warrant Agent may approve
and may be given by facsimile transmission. For purposes of this
8
<PAGE>
Agreement, "New York Business Day" means any day other than a
Saturday, Sunday or a day on which the New York Stock Exchange
(the "NYSE") is not open for securities trading or commercial
banks in New York City are required or authorized by law or
executive order to remain closed.
SECTION 2.02. Exercise and Delivery of Warrants.
(a) Except in the event of automatic exercise on the Expiration
Date or the Delisting Date, or in the event of a postponement
pursuant to Section 2.04, the valuation date (the "Valuation
Date") for a Warrant shall be the first New York Business Day
next succeeding the New York Business Day (the "Exercise Date")
on which the Warrant Agent has received (i) in the case of
Warrants other than those held through the facilities of Centrale
de Livraison de Valeurs Mobilieres S.A. ("CEDEL") or the
Euroclear System ("Euroclear"), either (A) for Certificated
Warrants, the Warrant Certificate representing such Warrant with
the Notice of Exercise duly completed and executed or (B) for
Book-Entry Warrants, the Warrant with the Notice of Exercise duly
completed and executed, in either case, at or prior to 3:00 p.m.,
New York City time (the "Notice Date"); and if the Warrant Agent
shall receive any such Warrant Certificate or Warrant or Notice
of Exercise after 3:00 p.m., New York City time, on such New York
Business Day, then such Warrant Certificate or Warrant shall be
deemed to have been received at or prior to 3:00 p.m., New York
City time, on the New York Business Day next succeeding such New
York Business Day (which shall be considered the Notice Date),
and in such event the Valuation Date shall be the next New York
Business Day following the New York Business Day on which the
Warrant Agent is deemed to have received such Warrant Certificate
or Warrant together with the Notice of Exercise or (ii) in the
case of Warrants held through the facilities of CEDEL or
Euroclear, the Notice of Exercise (by facsimile transmission) at
or prior to 3:00 p.m., New York City time, provided that the
Warrant is received by the Warrant Agent by 3:00 p.m., New York
City time, on the applicable Valuation Date; and if the Warrant
Agent shall receive such Notice of Exercise after 3:00 p.m., on
any New York Business Day, then the Notice of Exercise shall be
deemed to have been received at or prior to 3:00 p.m., New York
City time, on the next succeeding New York Business Day (which
shall be considered the Notice Date), and in such event the
Valuation Date shall be the next New York Business Day following
the New York Business Day on which the Warrant Agent is deemed to
have received such Notice of Exercise; provided, however, that if
the Warrant Agent receives the Warrant after 3:00 p.m., New York
City time, on the Valuation Date, then the Exercise Date for such
Warrant shall be the day on which such Warrant is received or, if
such day is not a New York Business Day, the next succeeding
New York Business Day, and the Valuation Date for such Warrant
shall be the first New York Business Day following such Exercise
Date; provided further, however, that in the case of exercises by
Euroclear participants, Euroclear must, by tested telex to the
Warrant Agent by 9:00 a.m., New York City time, on the Valuation
Date, confirm (a "Euroclear Confirmation") that the Warrants will
9
<PAGE>
be received by the Warrant Agent by 3:00 p.m., New York City
time, on such Date. If such Euroclear Confirmation is received
after 9:00 a.m., New York City time, on the Valuation Date, the
Company will be entitled to direct the Warrant Agent to reject
the related Notice of Exercise or waive the requirement for
timely delivery of such Euroclear Confirmation. Any Warrant
Certificate or Warrant received after 3:00 p.m., New York City
time, on the earlier of (1) the New York Business Day immediately
preceding the Expiration Date and (2) the last New York Business
Day prior to the effective date on which the Warrants are
delisted from, or permanently suspended from trading on (within
the meaning of the Securities Exchange Act of 1934 and the rules
and regulations of the Securities and Exchange Commission
thereunder), the NYSE and not accepted at the same time for
listing on another United States national securities exchange
(such New York Business Day being the "Delisting Date") (or, in
the case of Warrants held through the facilities of CEDEL or
Euroclear, after 3:00 p.m., New York City time, on the first
New York Business Day following such dates), shall be deemed not
to have been delivered and the related Notice of Exercise shall
be void and of no effect; provided, however, that if the Company
first receives notice of such delisting or suspension of the
Warrants on the same day on which such Warrants are delisted or
suspended, such day will be deemed the Delisting Date for
purposes of this Agreement.
(b) The Warrant Agent shall, in the case of Warrants
other than those held through CEDEL or Euroclear, following
receipt of proper delivery of a Warrant in accordance with
Section 2.02(a), accompanied by a completed Notice of Exercise,
and, in the case of Warrants held through CEDEL or Euroclear,
following receipt of proper delivery of a completed Notice of
Exercise in accordance with Section 2.02(a):
(i) promptly (1) for Certificated Warrants, determine
whether such Notice of Exercise has been duly completed and
is in proper form duly executed by the Registered Holder
thereof or by the duly appointed legal representative
thereof or by a duly authorized attorney, (2) for Book-Entry
Warrants not held through CEDEL or Euroclear, determine
whether such Notice of Exercise has been duly completed and
is in proper form and (3) for Book-Entry Warrants held
through CEDEL or Euroclear, determine whether such Notice of
Exercise has been duly completed and is in proper form duly
executed by CEDEL or the Euroclear participant tendering
such Warrant, as applicable; and if the Warrant Agent deter-
mines that the Notice of Exercise has not been duly
completed or is not in proper form or, in the case of
Certificated Warrants, has not been so executed, the Warrant
Agent promptly shall (X) reject such Notice of Exercise and
shall send to the entity that executed such Notice of
Exercise a notice of rejection substantially in the form set
forth in Exhibit C-1 or Exhibit C-2 hereto, as appropriate,
and, in the case of Certificated Warrants, return to the
10
<PAGE>
Registered Holder that submitted such Notice of Exercise, by
first class mail, the Warrant Certificates evidencing such
Warrants, or, in the case of Book-Entry Warrants, shall
redeliver such Warrants (to the extent received in the case
of Warrants held through CEDEL or Euroclear) free through
the facilities of the Depository to the account from which
they were transferred to the Warrant Agent and (Y) in either
case, shall not take the actions required by clauses (ii)-
(ix) below with respect to such Notice of Exercise or the
related Warrants; provided, however, that the Warrant Agent
shall deliver a copy of the Notice of Exercise relating to
such Warrants to the Company as required by Section
2.02(b)(ix) below and the Company may waive any defect in
the form of such Notice of Exercise;
(ii) with respect to each Warrant held through
Euroclear for which a Notice of Exercise was received,
promptly telephone Euroclear to determine whether Euroclear
anticipates that it will be able to provide a Euroclear
Confirmation as required by Section 2.02(a);
(iii) notify the Company and the Spot Rate Reference
Agent (and such other parties (not to exceed two) as the
Company shall designate in writing) by 5:00 p.m., New York
City time, on the New York Business Day that such Notice of
Exercise has been received (or shall be deemed to have been
received) of (A) the total number of Warrants covered by
such Notice of Exercise, (B) the number of such Warrants
subject to the Limit Option (as defined herein)
("Contingently Tendered Warrants"), (C) the number of such
Warrants not subject to the Limit Option and (D) the number
of such Warrants, if any, as to which Euroclear has not
advised the Warrant Agent that it anticipates being able to
provide a Euroclear Confirmation as required by Section
2.02(a);
(iv) with respect to Warrants held through Euroclear,
determine whether the Warrant Agent has received by
9:00 a.m., New York City time, on the Valuation Date
relating to such Warrants, Euroclear Confirmations with
respect to such Warrants as required by Section 2.02(a), and
if the Warrant Agent has not received any such Euroclear
Confirmation by such time, notify the Company (and such
other parties (not to exceed two) as the Company shall
designate in writing) by 10:00 a.m., New York City time, on
such Valuation Date of the number of such Warrants in
respect of which the Warrant Agent has not received such
Euroclear Confirmations and (except to the extent the
Company has notified the Warrant Agent that it has waived
the requirement of timely delivery of such Euroclear
Confirmation) send to the Euroclear participant that
executed such Notice of Exercise for which no related
Euroclear Confirmation was received (at the address
11
<PAGE>
specified in such notice) a notice of rejection
substantially in the form set forth in Exhibit C-2 hereto;
(v) if any of the Warrants covered by such Notice of
Exercise constitute Contingently Tendered Warrants, the
Warrant Agent shall, by 5:00 p.m., New York City time, on
the first New York Business Day following the New York
Business Day that such Notice of Exercise has been received
(or shall be deemed to have been received), (A) obtain from
the Spot Rate Reference Agent the Reference Rate (as defined
herein) for such Warrants and the Spot Rate (as defined
herein) for the New York Business Day that, but for the
provisions of Section 2.02(g), would be the Valuation Date
for such Warrants, (B) determine in accordance with
Section 2.02(g) whether such Contingently Tendered Warrants
will be subject to exercise after giving effect to the Limit
Option and, if such Warrants will not be subject to
exercise, send to the Registered Holder, in the case of
Certificated Warrants, or to the Participant, in the case of
the Book-Entry Warrants, that submitted such Notice of
Exercise a notice of rejection substantially in the form set
forth in Exhibit D-1 or Exhibit D-2 hereto, as appropriate,
with respect to such Warrants and, in the case of
Certificated Warrants, return to the Registered Holder that
submitted such Notice of Exercise, by first class mail, the
Warrant Certificates evidencing such Warrants, or, in the
case of Book-Entry Warrants (to the extent received in the
case of Warrants held through CEDEL and Euroclear),
redeliver the Warrants free through the facilities of the
Depository to the account of such Participant and (C) notify
the Company and the Spot Rate Reference Agent as to whether
such Contingently Tendered Warrants will be subject to
exercise;
(vi) by 5:00 p.m., New York City time, on the first New
York Business Day following the New York Business Day that
such Notice of Exercise has been received (or shall be
deemed to have been received), (A) determine the sum of
(1) the number of such Warrants not subject to the Limit
Option (i.e., the number of Warrants determined pursuant to
clause (iii)(C) above) plus (2) the number of such Warrants
that are Contingently Tendered Warrants that will be subject
to exercise notwithstanding the Limit Option (i.e., the
number of Warrants so identified pursuant to clause (v)(B)
above) (all of such Warrants, the "Exercised Warrants") and
(B) notify the Company and the Spot Rate Reference Agent of
the total number of Exercised Warrants so determined (if
such number is zero, the Warrant Agent shall not take the
actions required by clauses (vii) and (viii) with respect to
such Notice of Exercise or the related Warrants);
(vii) calculate the Cash Settlement Value of the
Exercised Warrants (excluding any Warrants held through
CEDEL or Euroclear as to which timely delivery of the
12
<PAGE>
related Warrant has not been made) as of their Valuation
Date in the manner set forth in Section 2.02(d) by no later
than 3:00 p.m., New York City time, on the New York Business
Day next succeeding the Valuation Date (unless the Cash
Settlement Value shall be calculated by the Spot Rate
Reference Agent);
(viii) notify the Company (and such other parties (not
to exceed two) as the Company shall designate in writing) by
5:00 p.m., New York City time, on the New York Business Day
next succeeding the Valuation Date of the Cash Settlement
Value payable in respect of the Exercised Warrants, and send
notices of confirmation substantially in the form included
in Exhibit C-1 or Exhibit C-2 hereto, as appropriate, to the
appropriate Registered Holder or Participant specifying
therein the reference number assigned by the Warrant Agent
to each accepted Notice of Exercise; and
(ix) promptly deliver a copy of each Notice of Exercise
to the Company and advise the Company of such other matters
relating to the Exercised Warrants as the Company shall
reasonably request. Any notice to be given to the Company
by the Warrant Agent pursuant to this Section 2.02 or
Section 2.03 shall be by telephone (promptly confirmed in
writing) or telecopy.
Except in the case of Warrants subject to automatic
exercise, if on any Valuation Date the Cash Settlement Value for
any Warrants then exercised would be zero, then the attempted
exercise of such Warrants shall be void and of no effect and
either (i) for Certificated Warrants, the Warrant Certificate
evidencing such Warrants shall be promptly returned by the
Warrant Agent to the Registered Holder by first class mail or
(ii) for Book-Entry Warrants, the Warrants shall be transferred
by the Warrant Agent back to the Participant that submitted them
free on the records of the Depository (to the extent received in
the case of Warrants held through CEDEL or Euroclear) and, in
either case, such Warrantholder shall be permitted to re-exercise
such Warrants prior to the Expiration Date or the Delisting Date,
as the case may be.
(c) Provided that the Company has made adequate funds
available to the Warrant Agent in a timely manner, which shall in
no event be later than 3:00 p.m., New York City time, on the
fifth New York Business Day following a Valuation Date (the
"Settlement Date"), the Warrant Agent will be responsible for
making its payment available either (A) for Certificated
Warrants, to each appropriate Registered Holder in the form of a
cashier's check or an official bank check, or (in the case of
payments of at least $100,000) by wire transfer to a U.S. dollar
account maintained by such Registered Holder in the United States
(at such Registered Holder's election as specified in the appli-
cable Notice of Exercise), after 3:00 p.m., New York City time,
but prior to the close of business, on such Settlement Date or
13
<PAGE>
(B) for Book-Entry Warrants, to each appropriate Participant by
wire transfer to a U.S. dollar account maintained by such
Participant in the United States, after 3:00 p.m., New York City
time, but prior to the close of business, on such Settlement
Date. For either clause (A) or (B) above, such payment shall be
in the amount of the aggregate Cash Settlement Value in respect
of the Warrant Certificates or Warrants that were delivered to
the Warrant Agent (together with the related Notice of Exercise)
as provided in Sections 2.01 and 2.02(a) and (b).
(d) The "Cash Settlement Value" of a Warrant will
equal an amount in U.S. dollars (rounded down to the nearest
cent) which is the greater of (i) zero and (ii) the amount
computed by subtracting from U.S. $100 an amount equal to the
product of U.S. $100 times a fraction, the numerator of which is
yen ________ per U.S. $1.00 and the denominator of which is the Spot
Rate. The "Spot Rate" on any Valuation Date will be determined
by the Spot Rate Reference Agent and will equal (i) the noon
buying rate per U.S. $1.00 in The City of New York on such
Valuation Date for cable transfers in Japanese yen as certified
for customs purposes by the Federal Reserve Bank of New York (the
"Noon Buying Rate"), as reported on page 1FEE of The Reuter
Monitor Money Rates Service (or such page as may replace that
page), or (ii) if the Noon Buying Rate does not appear on such
page by 1:00 p.m., New York City time, on such Valuation Date,
the Noon Buying Rate on such Valuation Date as otherwise
announced by the Federal Reserve Bank of New York, or (iii) if
the Federal Reserve Bank of New York has not quoted such Noon
Buying Rate by 1:30 p.m., New York City time, on such Valuation
Date, the offered spot rate of Japanese yen per U.S. $1.00 on
such Valuation Date, which offered spot rate shall be calculated
by the Spot Rate Reference Agent by (A) obtaining at
approximately 1:30 p.m., New York City time, a quote for a
transaction amount approximately equivalent to U.S. $100 times
the aggregate number of Warrants which were properly exercised on
the related Exercise Date from each of five leading market makers
(other than the Spot Rate Reference Agent) in the foreign
exchange markets for Japanese yen selected by the Spot Rate
Reference Agent, (B) discarding the highest and lowest quotes
obtained and (C) averaging the three remaining quotes to
determine such offered spot rate.
The Spot Rate used to determine the Cash Settlement
Value on any Valuation Date will be rounded to the second decimal
place (e.g., 92.26), rounding up if the next succeeding decimal
place, without regard to rounding, is five or higher. Any such
Cash Settlement Value will be rounded downwards, if necessary, to
the nearest cent. In no event shall a Warrantholder be entitled
to any interest on any Cash Settlement Value.
References in this Agreement to "U.S. dollars" or "U.S.
$" are to the lawful currency of the United States of America.
References to "Japanese yen" or "yen" are to the lawful currency of
Japan.
14
<PAGE>
(e) In the event a Global Warrant Certificate is
issued, the Warrant Agent shall cause its records, which may be
kept electronically, to be marked to reflect the reduction in the
number of Warrants represented by the Global Warrant Certificate
by the number of Warrants that were delivered to the Warrant
Account and for which payment has been made as provided in
Section 2.02(c) promptly after such delivery and payment. Absent
manifest error, the Warrant Agent's records shall be conclusive
evidence of such matters.
(f) The Company has appointed PaineWebber and
PaineWebber accepts such appointment, to be the Company's Spot
Rate Reference Agent to make such calculations as may be
required, including, without limitation, calculation of the Spot
Rate and any Reference Rate. The Spot Rate Reference Agent shall
timely communicate each Spot Rate and any Reference Rate to the
Warrant Agent. The Spot Rate Reference Agent shall act as an
independent expert and not as an agent of the Company, and,
unless otherwise provided by this Agreement, its calculations and
determinations under this Agreement shall, absent manifest error,
be final and binding on the Company, the Warrant Agent, the
Warrantholders and any Participant. Any such calculations will
be made available to a Warrantholder for inspection at the
Warrant Agent's Office.
The Company agrees, for the benefit of the War-
rantholders from time to time of the Warrants, that there shall
at all times be a Spot Rate Reference Agent hereunder until all
the Warrants are no longer outstanding or until monies for the
payment of all outstanding Warrants, if any, shall have been paid
to the Warrant Agent and shall have been returned to the Company
as provided in Section 2.06, whichever occurs earlier.
Resignation, removal and appointment of the Spot Rate Reference
Agent shall be in accordance with the procedures set forth for
the resignation, removal and appointment of the Warrant Agent, as
provided in Section 5.03, except that a successor Spot Rate
Reference Agent need not be a banking institution with offices
south of Chambers Street in the Borough of Manhattan, The City of
New York, and may only be appointed if such successor has been
nominated by the Company and approved by the predecessor Spot
Rate Reference Agent.
The Company agrees promptly to pay the Spot Rate
Reference Agent the compensation to be agreed upon with the
Company for all services rendered by the Spot Rate Reference
Agent hereunder. The Company also agrees to indemnify the Spot
Rate Reference Agent for, and to hold it harmless against, any
loss, liability, cost or expense (including reasonable attorneys'
fees and expenses) incurred by the Spot Rate Reference Agent by
reason of its being made a party to a suit or claim arising out
of this Agreement; provided, however, that such indemnity shall
in no event apply to the extent that any such loss, liability,
cost or expense is a result of the negligence, bad faith or
breach of this Agreement on its part in connection with the
15
<PAGE>
services rendered by it hereunder. The indemnity obligation of
the Company shall continue notwithstanding the termination of
this Agreement or the resignation or removal of the Spot Rate
Reference Agent.
(g) Except in the event of an automatic exercise (as
described in Section 2.03 below), in connection with any exercise
of Warrants, the related Notice of Exercise may specify that such
exercise is subject to the condition that the Spot Rate used to
determine the Cash Settlement Value of such Warrants shall not
have declined by five or more Japanese yen per U.S. dollar from
the Reference Rate for such Warrants. "Reference Rate", with
respect to any Contingently Tendered Warrants, means the Spot
Rate on the New York Business Day that such Notice of Exercise
has been received (or shall be deemed to have been received).
The option of a Warrantholder to condition an exercise of
Warrants as provided in this Section 2.02(g) is herein referred
to as the "Limit Option". If a Warrantholder elects the Limit
Option in connection with any exercise of Warrants, the following
provisions shall apply:
(i) To be valid, such election must be specified in
the related Notice of Exercise. Each of the Warrant Agent
and the Company shall be entitled to rely conclusively on
such Notice of Exercise, as received by the Warrant Agent,
in determining whether such election has been validly made.
In connection with any exercise of 500 or more Warrants, a
Warrantholder may elect to subject only a portion of such
Warrants to the Limit Option; provided, however, that the
number of such Warrants subject to the Limit Option and the
number of such Warrants not subject to the Limit Option
shall in each case not be less than 500. Registered Holders
and Participants shall be required to certify that the
number of Warrants exercised on behalf of any Warrantholder
pursuant to the related Notice of Exercise that is subject
to the Limit Option is not less than 500.
(ii) The Reference Rate shall be determined by the
Spot Rate Reference Agent, which determination shall be
conclusive and binding for all purposes relating to such
exercise.
(iii) In the event that the Spot Rate for the first
New York Business Day following the New York Business Day
that such Notice of Exercise has been received (or shall be
deemed to have been received) (i.e., for the day that, but
for the provisions of this Section 2.02(g), would be the
Valuation Date for such Warrants) has declined by five or
more Japanese yen per U.S. dollar from the Reference Rate
for such Warrants, such Warrants (A) shall not be subject to
exercise and shall be treated for all purposes of this
Agreement and the Warrant Certificates and Global Warrant
Certificate as if the related Notice of Exercise had never
been received by the Warrant Agent, and (B) shall not
16
<PAGE>
constitute "Exercised Warrants" for purposes of
Section 2.02(b). If such Spot Rate has not declined by five
or more Japanese yen per U.S. dollar from such Reference
Rate, such Warrants shall be subject to exercise as provided
in this Section 2.02 and shall be deemed to be "Exercised
Warrants" for such purposes. The Warrant Agent's
determination shall be conclusive and binding for all
purposes relating to such Warrants.
SECTION 2.03. Automatic Exercise of Warrants. All
Warrants for which the Warrant Agent has not received a Notice of
Exercise in proper form at or prior to 3:00 p.m., New York City
time, on the earlier of (i) the New York Business Day preceding
the Expiration Date and (ii) the Delisting Date, or for which the
Warrant Agent has received a Notice of Exercise in proper form
but with respect to which timely delivery of the relevant
Warrants has not been made, will be deemed automatically
exercised on such date without any requirement of a Notice of
Exercise to the Warrant Agent. The Exercise Date for such
Warrants shall be the Expiration Date or the Delisting Date, as
the case may be, and the Valuation Date for such Warrants shall
be the first New York Business Day following the Exercise Date
for such Warrants.
The Warrant Agent shall by 5:00 p.m., New York City
time, on the Expiration Date or the Delisting Date, as the case
may be, notify the Company (and such other parties (not to exceed
two) as the Company shall designate in writing) of the number of
Warrants to be automatically exercised on such day. The Warrant
Agent shall (i) by 3:00 p.m., New York City time, on the New York
Business Day next succeeding the Valuation Date, calculate for
such Warrants the Cash Settlement Value (in the manner provided
in Section 2.02(d)) of the Warrants to be automatically exer-
cised, (ii) by 5:00 p.m., New York City time, on the New York
Business Day next succeeding such Valuation Date, notify the
Company (and such other parties (not to exceed two) as the
Company shall designate in writing) of the Cash Settlement Value
payable in respect of such exercised Warrants and (iii) advise
the Company of such other matters relating to the exercised
Warrants as the Company shall reasonably request.
With respect to Certificated Warrants subject to
automatic exercise, the Company shall make available to the
Warrant Agent, not later than 3:00 p.m., New York City time, on
the fourth New York Business Day following the Valuation Date for
automatically exercised Warrants (the "Automatic Settlement
Date"), funds in an amount equal to, and for the payment of, the
aggregate Cash Settlement Value of such Warrants. Subject to
such funds having been made available as provided in the
preceding sentence, the Warrant Agent will be responsible for
making its payment available to each appropriate Registered
Holder in the form of a cashier's check or an official bank
check, or (in the case of payments of at least $100,000) by wire
transfer to a U.S. dollar account maintained by such Registered
17
<PAGE>
Holder in the United States (at such Registered Holder's
election), after 3:00 p.m., New York City time, but prior to the
close of business, on the Automatic Settlement Date, against
receipt by the Warrant Agent at the Warrant Agent's Office from
such Registered Holder of its Warrant Certificates. Such payment
shall be equal to the aggregate Cash Settlement Value of the
Warrants evidenced by such Warrant Certificates. All Warrant
Certificates delivered to the Warrant Agent shall thereafter be
promptly canceled by the Warrant Agent.
With respect to Book-Entry Warrants subject to
automatic exercise, the Company shall make available to the
Warrant Agent, not later than 3:00 p.m., New York City time, on
the Automatic Settlement Date, funds in an amount equal to, and
for the payment of, the aggregate Cash Settlement Value of such
Warrants. Subject to such funds having been made available as
provided in the preceding sentence, the Warrant Agent will be
responsible for making funds available to the Depository in
accordance with procedures agreed upon between the Depository and
the Warrant Agent, against receipt of the Global Warrant Certifi-
cate, after 3:00 p.m., New York City time, but prior to the close
of business, on the Automatic Settlement Date, such funds to be
in an amount equal to the aggregate Cash Settlement Value of the
Book-Entry Warrants subject to such automatic exercise.
The Company will advise the Warrant Agent as soon as
practicable of the date of any expected delisting or permanent
suspension of trading of the Warrants and will immediately inform
the Warrant Agent after the Company has received notice that such
delisting or suspension has occurred, but in no event will notice
of such delisting or suspension be given to the Warrant Agent
later than 9:30 a.m., New York City time, on the New York
Business Day following the date that such delisting or suspension
occurs. The Company will use its best efforts to notify the
Warrantholders, or cause the Warrantholders to be notified, as
promptly as practicable of any expected delisting or suspension
of trading of the Warrants.
SECTION 2.04. Limitation of Number of Exercisable
Warrants. All exercises of Warrants (other than on the
Expiration Date or the Delisting Date) shall be subject, at the
Company's option, to the limitation that not more than
1,000,000 Warrants in total may be exercised on any Exercise Date
and not more than 250,000 Warrants may be exercised by or on
behalf of any person or entity, either individually or in concert
with any other person or entity, on any Exercise Date. If any
New York Business Day would otherwise, under the terms hereof, be
the Exercise Date in respect of more than 1,000,000 Warrants,
then upon the Company's exercising such option (by giving notice
thereof to the Warrant Agent not later than 5:00 p.m., New York
City time, on the New York Business Day immediately following
such Exercise Date), 1,000,000 of such Warrants shall be deemed
exercised on such Exercise Date (selected by the Warrant Agent on
a pro rata basis, but if, as a result of such pro rata selection,
18
<PAGE>
any Registered Holders would be deemed to have exercised less
than 500 Warrants, then the Warrant Agent shall first select
additional Warrants of such Registered Holders so that no such
Registered Holder shall be deemed to have exercised less than
500 Warrants), and the remainder of such Warrants (the "Remaining
Warrants") shall be deemed exercised on the following New York
Business Day (notwithstanding the minimum exercise requirement of
Section 2.01 and subject to successive applications of this
Section 2.04); provided, however, that any Remaining Warrant in
respect of which a Notice of Exercise was delivered on a given
Notice Date shall be deemed exercised before any other Warrants
in respect of which a Notice of Exercise was delivered on a later
Notice Date. If any individual Warrantholder attempts to
exercise more than 250,000 Warrants on any New York Business Day,
then at the Company's election (as notified to the Warrant Agent
by giving notice thereof to the Warrant Agent not later than 5:00
p.m., New York City time, on the New York Business Day following
such New York Business Day) 250,000 of such Warrants shall be
deemed exercised on such New York Business Day and the remainder
shall be deemed exercised on the following New York Business Day
(subject to successive applications of this Section 2.04). The
date on which any Warrant is deemed exercised under the preceding
sentences shall for all purposes of this Agreement be the
"Exercise Date" in respect of such Warrant.
SECTION 2.05. Covenant of the Company. The Company
covenants, for the benefit of the Warrantholders, that it will
not seek the delisting of the Warrants from, or suspension of
their trading on, the NYSE unless the Company has, at the same
time, arranged for listing on another United States national
securities exchange.
SECTION 2.06. Return of Money Held Unclaimed for Two
Years. Except as otherwise provided herein, any money deposited
with or paid to the Warrant Agent for the payment of the Cash
Settlement Value of any Warrants and not applied but remaining
unclaimed for two years after the date upon which such Cash
Settlement Value shall have become due and payable shall be
repaid by the Warrant Agent to the Company and the holders of
such Warrants shall thereafter look only to the Company for any
payment which such holders may be entitled to collect and all
liability of the Warrant Agent with respect to such money shall
thereupon cease; provided, however, that the Warrant Agent,
before making any such repayment, may at the expense of the
Company notify (i) in the case of Certificated Warrants, the
Registered Holders or (ii) in the case of Book-Entry Warrants,
the Participants concerned, that said money has not been so
applied and remains unclaimed and that after a date named in the
notification any unclaimed balance of said money then remaining
will be returned to the Company.
SECTION 2.07. Return of Global Warrant Certificate.
In the event a Global Warrant Certificate is issued, at such time
as all of the Warrants evidenced by such Certificate have been
19
<PAGE>
exercised (including pursuant to an automatic exercise) and all
payments to the Participants made as provided herein, the Warrant
Agent shall destroy the canceled Global Warrant Certificate
(unless instructed by the Company to deliver the Global Warrant
Certificate to the Company) and shall provide a certificate of
destruction to the Company.
ARTICLE III
OTHER PROVISIONS RELATING TO
RIGHTS OF WARRANTHOLDERS
SECTION 3.01. Warrantholder of Warrant May Enforce
Rights. Notwithstanding any of the provisions of this Agreement,
any Warrantholder, without the consent of the Warrant Agent, may,
in and for its own behalf, 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, and to receive payment for, its Warrants as provided in
this Agreement.
ARTICLE IV
WARRANTS ACQUIRED BY THE COMPANY;
PAYMENT OF TAXES
SECTION 4.01. Warrants Acquired by the Company. In
the event the Company shall purchase or otherwise acquire
Warrants, such Warrants may, at the option of the Company, be
(i) in the case of Certificated Warrants, delivered to the
Warrant Agent, and if so delivered, the Warrant Agent shall
promptly note the cancellation of such Warrants on the records of
the Warrant Agent or (ii) in the case of Book-Entry Warrants,
surrendered free through a Participant to the Depository for
credit to the account of the Warrant Agent maintained at the
Depository, and if so credited, the Warrant Agent shall promptly
note the cancellation of such Warrants by notation on the records
of the Warrant Agent. In the case of Book-Entry Warrants, such
Warrants may also, at the option of the Company, be resold by the
Company directly or to or through any of its affiliates in lieu
of being surrendered to the Depository. No Warrant Certificate
shall be countersigned in lieu of or in exchange for any Warrant
which is canceled as provided herein, except as otherwise
expressly permitted by this Agreement.
Any canceled Warrant Certificate held by the Warrant
Agent under this Agreement shall be destroyed by the Warrant
Agent unless otherwise directed by the Company, and the Warrant
Agent shall deliver a certificate of destruction to the Company
evidencing the same.
20
<PAGE>
SECTION 4.02. Payment of Taxes. The Company will pay
all stamp, withholding and other duties, if any, attributable to
the initial issuance of Warrants; provided, however, that,
anything in this Agreement to the contrary notwithstanding, the
Company shall not be required to pay any tax or other
governmental charge which may be payable in respect of any
transfer involving any beneficial or record interest in, or
ownership interest of, any Warrants, Warrant Certificates or
Global Warrant Certificate, which tax or other governmental
charge shall be paid by the appropriate Warrantholder or
Registered Holder.
ARTICLE V
CONCERNING THE WARRANT AGENT
SECTION 5.01. Warrant Agent. (a) The Company hereby
appoints Citibank, N.A. ("Citibank") as Warrant Agent of the
Company in respect of the Warrants upon the terms and subject to
the conditions set forth herein; and Citibank hereby accepts such
appointment. The Warrant Agent shall have the powers and
authority granted to and conferred upon it in this Agreement 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 any Warrant Certificates or the Global
Warrant Certificate are subject to and governed by the terms and
provisions hereof.
(b) Citibank covenants and agrees to maintain an
office, staffed by qualified personnel, with adequate facilities
for the discharge of its responsibilities under this Agreement,
including, without limitation, the computation of the Cash
Settlement Value and the timely settlement of the Warrants upon
exercise thereof.
SECTION 5.02. Conditions of Warrant Agent's Obliga-
tions. 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
Warrants shall be subject:
(a) 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 its reasonable out-of-pocket
expenses (including attorneys' fees and expenses) incurred
by the Warrant Agent without negligence, bad faith or breach
of this Agreement on its part in connection with the
services rendered by it hereunder. The Company also agrees
to indemnify the Warrant Agent for, and to hold it harmless
against, any loss, liability or expense (including
21
<PAGE>
reasonable attorneys' fees and expenses) incurred without
negligence, bad faith or breach of this Agreement on the
part of the Warrant Agent, arising out of or in connection
with its acting as such Warrant Agent hereunder, as well as
the reasonable costs and expenses of defending against any
claim of liability in the premises.
(b) In acting under this Agreement, 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 owners or holders of the Warrants.
(c) The Warrant Agent may consult with counsel sat-
isfactory to it, and the opinion 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 opinion of such
counsel.
(d) 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 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) The Warrant Agent, and its officers, directors and
employees, may become the owner of, or acquire any interest
in, any Warrants or other obligations of the Company, 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 depository, trustee or agent for, any
committee or body of holders of Warrants or other
obligations of the Company as freely as if it were not the
Warrant Agent hereunder.
(f) The Warrant Agent shall not be under any liability
for interest on any monies at any time received by it
pursuant to any of the provisions of this Agreement nor
shall it be obligated to segregate such monies from other
monies held by it, except as required by law. The Warrant
Agent shall not be responsible for advancing funds on behalf
of the Company.
(g) 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 the due execution and delivery hereof by the Warrant
Agent) or with respect to the validity or execution of the
Warrant Certificates or the Global Warrant Certificate
(except its countersignature thereof).
22
<PAGE>
(h) The recitals contained herein and in the Warrant
Certificates or the Global Warrant Certificate (except as to
the Warrant Agent's countersignature thereon) shall be taken
as the statements of the Company, and the Warrant Agent
assumes no responsibility for the correctness of the same.
(i) The Warrant Agent shall be obligated to perform
such duties as are herein specifically set forth, and no
implied duties or obligations shall be read into this
Agreement against the Warrant Agent. The Warrant Agent
shall not be under any obligation to take any action
hereunder likely to involve it in any expense or liability,
the payment of which is not, in its reasonable opinion,
assured to it. The Warrant Agent shall not be accountable
or under any duty or responsibility for the application by
the Company of any proceeds. 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 in any Warrant Certificate or the Global Warrant
Certificate or in the case of the receipt of any written
demand from a holder of a Warrant 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 hereof, to make any demand upon
the Company.
SECTION 5.03. Resignation and Appointment of
Successor. (a) The Company agrees, for the benefit of the hold-
ers from time to time of the Warrants, that there shall at all
times be a Warrant Agent hereunder until all the Warrants are no
longer outstanding or until monies for the payment of all
outstanding Warrants, if any, shall have been paid to the Warrant
Agent and shall have been returned to the Company as provided in
Section 2.06, whichever occurs earlier.
(b) The Warrant Agent may at any time resign as such
agent by giving written notice to the Company of such intention
on its part, specifying the date on which its desired resignation
shall become effective, subject to the appointment of a successor
Warrant Agent and acceptance of such appointment by such
successor Warrant Agent as hereinafter provided. 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 banking institution
organized under the laws of the United States of America or one
of the states thereof and having an office south of Chambers
Street in the Borough of Manhattan, The City of New York) and the
acceptance of such appointment by such successor Warrant Agent.
In the event a successor Warrant Agent has not been appointed and
accepted its duties within 90 days of the Warrant Agent's notice
23
<PAGE>
of resignation, the Warrant Agent may apply to any court of
competent jurisdiction for the designation of a successor Warrant
Agent. The obligation of the Company under Section 5.02(a) shall
continue to the extent set forth therein notwithstanding the
resignation or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall give
notice of its intent to resign, or shall be removed, or shall
become incapable of acting, or shall be adjudged a bankrupt or
insolvent, 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 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 promptly 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 latter of such appointment,
the Warrant Agent so superseded 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, trust, 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 (including, without limitation, the Warrant Reg-
ister), 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 corporate trust 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.
24
<PAGE>
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. Amendment. (a) This Agreement and the
terms of the Warrants may be amended by the Company, the Warrant
Agent and the Spot Rate Reference Agent, without the consent of
the Warrantholders, for the purpose of curing any ambiguity, or
of curing, correcting or supplementing any defective or
inconsistent provision contained herein or therein or in any
other manner which the Company may deem necessary or desirable
and which, as determined by the Company in its sole discretion,
will not adversely affect the interests of the holders of the
Warrants. Notwithstanding anything in this Section 6.01 to the
contrary, this Agreement may not be amended to provide for the
countersigning by the Warrant Agent of Warrant Certificates evi-
dencing in the aggregate in excess of __________ Warrants unless
and until the Warrant Agent has received notice from the NYSE or
any successor United States national securities exchange that the
additional Warrants in excess of __________ have been approved
for listing on such exchange.
(b) The Company, the Warrant Agent and the Spot Rate
Reference Agent may modify or amend this Agreement, with the
consent of Warrantholders holding not less than a majority in
number of the then outstanding Warrants affected by such mod-
ification or amendment, for any purpose; provided, however, that
no such modification or amendment that increases the Strike Rate,
shortens the period of time during which the Warrants may be
exercised, or otherwise materially and adversely affects the
exercise rights of the Warrantholders or reduces the percentage
of the number of outstanding Warrants, the consent of whose
holders is required for modification or amendment of this
Agreement, may be made without the consent of each Warrantholder
affected thereby.
SECTION 6.02. Notices and Demands to the Company, the
Warrant Agent and the Spot Rate Reference Agent. If the Warrant
Agent or the Spot Rate Reference Agent shall receive any notice
or demand addressed to the Company by any Warrantholder pursuant
to the provisions of this Agreement, the Warrant Agent or the
Spot Rate Reference Agent, as the case may be, shall promptly
forward such notice or demand to the Company.
SECTION 6.03. Addresses for Notices. Any commu-
nications to the Warrant Agent with respect to this Agreement
shall be addressed to Citibank, N.A., 120 Wall Street, New York,
New York 10043, Attention: Corporate Trust Department
(telephone: (212) 412-6209; facsimile: (212) 480-1613), and any
communications to the Company with respect to this Agreement
shall be addressed to Paine Webber Group Inc., 1285 Avenue of the
Americas, New York, New York 10019, Attention: Secretary
(telephone: (212) 713-6277; facsimile: (212) 713-6119), and any
communications to the Spot Rate Reference Agent with respect to
25
<PAGE>
this Agreement shall be addressed to PaineWebber Incorporated,
1285 Avenue of the Americas, New York, New York 10019, Attention:
John Braddock (telephone: (212) 713-3508; facsimile: (212) 582-
1650 (or such other address as shall be specified in writing by
the Warrant Agent, the Company or the Spot Rate Reference Agent,
respectively).
SECTION 6.04. Notices to Holders. The Company may
cause to have notice given to the holders of Warrants by
providing the Warrant Agent with a form of notice to be
distributed by (a) in the case of Certificated Warrants, the
Warrant Agent to the Warrantholders or (b) in the case of Book-
Entry Warrants, the Depository with a form of such notice to be
distributed by the Depository to Participants in accordance with
the custom and practices of the Depository.
SECTION 6.05. Obtaining of Approvals. The Company
will from time to time take all action which may be necessary to
obtain and keep effective (a) any and all permits, consents and
approvals of governmental agencies and authorities and the NYSE
or any successor United States national securities exchange and
(b) any and all filings or notices under United States Federal
and state securities laws, which may be or become required in
connection with the issuance, sale, trading, transfer or delivery
of the Warrant Certificates, the Global Warrant Certificate or
the exercise of the Warrants.
SECTION 6.06. Persons Having Rights Under This
Agreement. Nothing in this Agreement expressed or implied and
nothing that may be inferred from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any
person or corporation other than the Company, the Warrant Agent,
the Spot Rate Reference Agent, the registered holder of the
Global Warrant Certificate and the Warrantholders any right,
remedy or claim under or by reason of this Agreement or of any
covenant, condition, stipulation, promise or agreement hereof;
and all covenants, conditions, stipulations, promises and
agreements contained in this Agreement shall be for the sole and
exclusive benefit of the Company, the Warrant Agent, the Spot
Rate Reference Agent, and their respective successors, the regis-
tered holder of the Global Warrant Certificate and of the
Warrantholders.
SECTION 6.07. Inspection of Agreement. A copy of this
Agreement shall be available at all reasonable times at the
Warrant Agent's Office for inspection by the Warrantholders,
Participants or any person certified by any Participant to be an
indirect participant of the Depository or any person certified by
any Participant to be a Warrantholder, in each case, on behalf of
whom such Participant holds Warrants.
SECTION 6.08. Headings. The descriptive headings of
the several Articles and Sections of this Agreement are inserted
26
<PAGE>
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 by the parties hereto in any number of counterparts,
each of which counterpart, when so executed and delivered, shall
be deemed to be an original, but all such counterparts taken
together shall constitute but one and the same instrument.
Delivery of an executed counterpart of a signature page of this
Agreement by facsimile transmission shall be effective as
delivery of a manually executed counterpart of this Agreement.
SECTION 6.10. APPLICABLE LAW. THIS AGREEMENT AND EACH
WARRANT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.
[Signature Page Follows]
27
<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly
executed by the parties hereto as of the day and year first above
written.
PAINE WEBBER GROUP INC.,
by
------------------------------------
Name:
Title:
CITIBANK, N.A.,
by
------------------------------------
Name:
Title:
PAINEWEBBER INCORPORATED,
by
------------------------------------
Name:
Title:
28
<PAGE>
EXHIBIT A
[FORM OF WARRANT CERTIFICATE]
[FACE]
Number YNW- CUSIP No. ____________
PAINE WEBBER GROUP INC.
U.S. Dollar Increase Warrants
on the Japanese Yen
Expiring April __, 1996
This Warrant Certificate certifies that ______________,
or registered assigns, is the registered holder of _________ U.S.
Dollar Increase Warrants on the Japanese Yen Expiring April __,
1996 (the "Warrants"). Upon receipt by the Warrant Agent of this
Warrant Certificate and the Notice of Exercise on the reverse
hereof (or a Notice of Exercise in substantially identical form
delivered herewith), duly completed and executed, at the offices
of the Warrant Agent in the Borough of Manhattan, The City of
New York, each Warrant entitles the beneficial owner thereof
(each a "Warrantholder") to receive, subject to the conditions
set forth herein and in the Warrant Agreement, from Paine Webber
Group Inc. (the "Company") the cash settlement value in
U.S. dollars (rounded down to the nearest cent) (the "Cash
Settlement Value") which is the greater of (i) zero and (ii) the
amount computed by subtracting from U.S. $100 an amount equal to
the product of U.S. $100 times a fraction, the numerator of which
is yen ___ per U.S. $1.00 and the denominator of which is the Spot
Rate (as defined herein). In no event shall a Warrantholder be
entitled to any interest on any Cash Settlement Value.
Subject to the terms of the Warrant Agreement, each
Warrant may be irrevocably exercised, in whole but not in part,
at or prior to 3:00 p.m., New York City time, on any New York
Business Day from its date of issuance until 3:00 p.m., New York
City time, on the earlier of (i) the New York Business Day
immediately preceding July 31, 1996 (the "Expiration Date") and
(ii) the Delisting Date (as defined herein), after which time the
Warrants shall expire and all Warrants evidenced hereby shall be
automatically exercised and shall otherwise be void. Except in
the event of automatic exercise of the Warrants as set forth
herein and in the Warrant Agreement, or as otherwise provided in
the Warrant Agreement, not fewer than 500 Warrants may be
exercised by or on behalf of any one Warrantholder at any one
time.
<PAGE>
Reference is hereby made to the further provisions of
this Warrant Certificate set forth on the reverse hereof and such
further provisions shall for all purposes have the same effect as
though fully set forth at this place.
This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent.
IN WITNESS WHEREOF, Paine Webber Group Inc. has caused
this instrument to be duly executed.
Dated: ____________________ PAINE WEBBER GROUP INC.,
by
-------------------------------
Donald B. Marron
Chairman and Chief
Executive Officer
[SEAL]
Attest:
by:
-------------------------------
Theodore A. Levine
Secretary
Countersigned for authentication
purposes only as of the date
above written:
CITIBANK, N.A.,
as Warrant Agent
by
_______________________
Authorized Officer
A-2
<PAGE>
[FORM OF WARRANT CERTIFICATE]
[REVERSE]
PAINE WEBBER GROUP INC.
The Warrants evidenced by this Warrant Certificate are
part of a duly authorized issue of Warrants issued by the Company
pursuant to a Warrant Agreement, dated as of April __, 1995 (the
"Warrant Agreement"), among the Company, Citibank, N.A. (the
"Warrant Agent") and PaineWebber Incorporated (the "Spot Rate
Reference Agent") and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and
provisions each Warrantholder consents by acceptance of this
Warrant Certificate and which Warrant Agreement is hereby
incorporated by reference in and made a part of this Warrant
Certificate. A copy of the Warrant Agreement is on file at the
Warrant Agent's Office (as defined herein).
The Warrants constitute direct, unconditional and
unsecured obligations of the Company and rank on a parity with
the Company's other unsecured contractual obligations and with
the Company's unsecured and unsubordinated debt.
Subject to the provisions hereof and of the Warrant
Agreement, each Warrant may be irrevocably exercised, in whole
but not in part, at or prior to 3:00 p.m., New York City time, on
any New York Business Day (as defined herein) from its date of
issuance until 3:00 p.m., New York City time, on the earlier of
(i) the New York Business Day immediately preceding the
Expiration Date and (ii) the Delisting Date (as defined herein).
The holder of Warrants evidenced by this Warrant Certificate may
exercise them by surrendering this Warrant Certificate and
attached Notice of Exercise (or a Notice of Exercise in
substantially identical form), duly completed and executed, to
the Warrant Agent's offices in the Borough of Manhattan, The City
of New York (the "Warrant Agent's Office"), which are, on the
date hereof, located at 111 Wall Street, New York, New York
10043, Attention: Corporate Trust Department. Except in the
event of automatic exercise of the Warrants as set forth herein
and in the Warrant Agreement, or as otherwise provided in the
Warrant Agreement, not fewer than 500 Warrants may be exercised
by or on behalf of any one Warrantholder at any one time.
The "Cash Settlement Value" of a Warrant will equal an
amount in U.S. dollars (rounded down to the nearest cent) which
is the greater of (i) zero and (ii) the amount computed by
subtracting from U.S. $100 an amount equal to the product of U.S.
$100 times a fraction, the numerator of which is yen ___ per U.S.
$1.00 and the denominator of which is the Spot Rate. The "Spot
Rate" on any Valuation Date will be determined by the Spot Rate
Reference Agent and will equal (a) the noon buying rate per U.S.
$1.00 in The City of New York on such Valuation Date for cable
transfers in Japanese yen as certified for customs purposes by
A-3
<PAGE>
the Federal Reserve Bank of New York (the "Noon Buying Rate"), as
reported on page 1FEE of The Reuter Monitor Money Rates Service
(or such page as may replace that page), or (b) if the Noon
Buying Rate does not appear on such page by 1:00 p.m., New York
City time, on such Valuation Date, the Noon Buying Rate on such
Valuation Date as otherwise announced by the Federal Reserve Bank
of New York, or (c) if the Federal Reserve Bank of New York has
not quoted such Noon Buying Rate by 1:30 p.m., New York City
time, on such Valuation Date, the offered spot rate of Japanese
yen per U.S. $1.00 on such Valuation Date, which offered spot
rate shall be calculated by the Spot Rate Reference Agent by
(1) obtaining at approximately 1:30 p.m., New York City time, a
quote for a transaction amount approximately equivalent to U.S.
$100 times the aggregate number of Warrants which were properly
exercised on the related Exercise Date from each of five leading
market makers (other than the Spot Rate Reference Agent) in the
foreign exchange markets for Japanese yen selected by the Spot
Rate Reference Agent, (2) discarding the highest and lowest
quotes obtained and (3) averaging the three remaining quotes to
determine such offered spot rate.
The Spot Rate used to determine the Cash Settlement
Value on any Valuation Date will be rounded to the second decimal
place (e.g., 92.26), rounding up if the next succeeding decimal
place, without regard to rounding, is five or higher. Any such
Cash Settlement Value will be rounded downwards, if necessary, to
the nearest cent.
The Company has appointed PaineWebber Incorporated
("PaineWebber") to be its Spot Rate Reference Agent to make such
calculations as may be required upon the occurrence of certain
circumstances, as described in the Warrant Agreement and herein,
including, without limitation, calculation of the Spot Rate and
any Reference Rate. The Spot Rate Reference Agent shall act as
an independent expert and not as an agent of the Company, and,
unless otherwise provided by the Warrant Agreement, its
calculations and determinations under the Warrant Agreement and
this Warrant Certificate shall, absent manifest error, be final
and binding on the Company, the Warrant Agent and the
Warrantholders.
Subject to the Warrant Agreement and this Warrant
Certificate, and except in the case of exercise (whether
automatic or by Notice of Exercise) on the Expiration Date or the
Delisting Date, or in the case of a postponement due to there
being exercised a number of Warrants in excess of the maximum
permitted number on a given day, the valuation date (the "Valua-
tion Date") for a Warrant shall be the New York Business Day next
succeeding the New York Business Day (the "Exercise Date") on
which the Warrant Agent has received the Warrant Certificate
representing such Warrant, with the Notice of Exercise below (or
a Notice of Exercise in substantially identical form delivered
herewith), duly completed and executed, at or prior to 3:00 p.m.,
New York City time (the "Notice Date"); and if the Warrant Agent
A-4
<PAGE>
shall receive any such Warrant Certificate after 3:00 p.m.,
New York City time, on such date, then such Warrant Certificate
shall be deemed to have been received at or prior to 3:00 p.m.,
New York City time, on the next succeeding New York Business Day
(which shall be considered the Notice Date), and in such event
the Valuation Date shall be the New York Business Day following
the New York Business Day on which the Warrant Agent is deemed to
have received such Warrant Certificate together with the Notice
of Exercise. Any Warrant Certificate received after 3:00 p.m.,
New York City time, on the earlier of (i) the New York Business
Day immediately preceding the Expiration Date and (ii) the last
New York Business Day prior to the effective date on which the
Warrants are delisted from, or permanently suspended from trading
on (within the meaning of the Securities Exchange Act of 1934 and
the rules and regulations of the Securities and Exchange Commis-
sion thereunder), the New York Stock Exchange and not accepted at
the same time for listing on another United States national
securities exchange (such New York Business Day being the
"Delisting Date"), shall be deemed not to have been delivered and
the related Notice of Exercise shall be void and of no effect;
provided, however, that if the Company first receives notice of
such delisting or suspension of the Warrants on the same day on
which such Warrants are delisted or suspended, such day will be
deemed the Delisting Date for purposes of the Warrant Agreement
and this Warrant Certificate.
If the Notice of Exercise is not rejected as provided
in the Warrant Agreement, then the Warrant Agent or the Spot Rate
Reference Agent, as the case may be, will determine the Cash
Settlement Value of the exercised Warrants in accordance with the
terms of the Warrant Agreement. Any exercise of the Warrants
will be irrevocable, except as provided in the immediately
succeeding sentence and for the limited circumstances in which an
exercise may be treated as contingent pursuant to the Limit
Option, as provided in the Warrant Agreement. Except in the case
of Warrants subject to automatic exercise, if on any Valuation
Date the Cash Settlement Value for any Warrants then exercised
would be zero, then in such case, the exercise of such Warrants
shall be void and of no effect and the Warrant Certificate
evidencing such Warrants will be promptly returned by the Warrant
Agent to the Registered Holder by first class mail at the
Company's expense and such Warrantholder shall be permitted to
re-exercise such Warrants prior to the Expiration Date or the
Delisting Date, as the case may be.
Except in the case of Warrants subject to automatic
exercise, payment shall be made available to each appropriate
Registered Holder on the fifth New York Business Day following
the Valuation Date for such Warrants in the form of a cashier's
check or an official bank check, or (in the case of payments of
at least $100,000) by wire transfer to a U.S. dollar bank account
maintained by such Registered Holder in the United States (at
such Registered Holder's election as specified in the Notice of
A-5
<PAGE>
Exercise), in an amount equal to the aggregate Cash Settlement
Value of the exercised Warrants.
All Warrants for which the Warrant Agent has not
received a Notice of Exercise in proper form at or prior to
3:00 p.m., New York City time, on the earlier of (i) the New York
Business Day preceding the Expiration Date and (ii) the Delisting
Date, or for which the Warrant Agent has received a Notice of
Exercise in proper form but with respect to which timely delivery
of the relevant Warrant Certificate has not been made, will be
deemed automatically exercised on such date without any
requirement of a Notice of Exercise to the Warrant Agent. The
Valuation Date for such Warrants shall be the first New York
Business Day following the Expiration Date or the Delisting Date,
as the case may be.
Payment with respect to automatically exercised
Warrants shall be made available to each appropriate Registered
Holder in the form of a cashier's check or an official bank
check, or (in the case of payments of at least $100,000) by wire
transfer to a U.S. dollar account maintained by such Registered
Holder in the United States (at such Registered Holder's
election), on the fourth New York Business Day following the
Valuation Date for automatically exercised Warrants, against
receipt by the Warrant Agent at the Warrant Agent's Office from
the Registered Holder of its Warrant Certificates. Such payment
shall be in the amount of the aggregate Cash Settlement Value in
respect of the Warrants, evidenced by the Warrant Certificates,
that were automatically exercised on the Expiration Date or the
Delisting Date, as the case may be.
All exercises of Warrants (other than on the Expiration
Date or the Delisting Date) shall be subject, at the Company's
option, to the limitation that not more than 1,000,000 Warrants
in total may be exercised on any Exercise Date and not more than
250,000 Warrants may be exercised by or on behalf of any person
or entity, either individually or in concert with any other
person or entity, on any Exercise Date. If any New York Business
Day would otherwise, under the terms hereof, be the Exercise Date
in respect of more than 1,000,000 Warrants, then upon the
Company's exercising such option (by giving notice thereof to the
Warrant Agent not later than 5:00 p.m., New York City time, on
the New York Business Day immediately following such Exercise
Date), 1,000,000 of such Warrants shall be deemed exercised on
such Exercise Date (selected by the Warrant Agent on a pro rata
basis, but if, as a result of such pro rata selection, any
Registered Holders would be deemed to have exercised less than
500 Warrants, then the Warrant Agent shall first select
additional Warrants of such Registered Holders so that no such
Registered Holder shall be deemed to have exercised less than
500 Warrants), and the remainder of such Warrants (the "Remaining
Warrants") shall be deemed exercised on the following New York
Business Day (notwithstanding the minimum exercise requirement in
the Warrant Agreement and subject to successive applications of
A-6
<PAGE>
this paragraph); provided, however, that any Remaining Warrant in
respect of which a Notice of Exercise was delivered on a given
Notice Date shall be deemed exercised before any other Warrants
in respect of which a Notice of Exercise was delivered on a later
Notice Date. If any individual Warrantholder attempts to
exercise more than 250,000 Warrants on any New York Business Day,
then at the Company's election (as notified to the Warrant Agent
by giving notice thereof to the Warrant Agent not later than 5:00
p.m., New York City time, on the New York Business Day
immediately following such New York Business Day) 250,000 of such
Warrants shall be deemed exercised on such New York Business Day
and the remainder shall be deemed exercised on the following New
York Business Day (subject to successive applications of this
paragraph). The date on which any Warrant is deemed exercised
under the preceding sentences shall for all purposes of this
Warrant Certificate be deemed to be the "Exercise Date" in
respect of such Warrant.
Prior to due presentment for registration of transfer,
the Company, the Warrant Agent, and any agent of the Company or
the Warrant Agent, may deem and treat the registered owner hereof
as the absolute owner of the Warrants evidenced hereby
(notwithstanding any notation of ownership or other writing
hereon) for any purpose whatsoever, and as the person entitled to
exercise the rights represented by the Warrants evidenced hereby,
and neither the Company nor the Warrant Agent, nor any agent of
the Company or the Warrant Agent, shall be affected by any notice
to the contrary.
The Warrant Agent shall, in accordance with the Warrant
Agreement, from time to time register the transfer of this
Warrant Certificate upon the records to be maintained by it for
that purpose at the Warrant Agent's Office upon surrender hereof,
duly endorsed, or accompanied by a written instrument or
instruments of transfer in form satisfactory to the Warrant Agent
and the Company, duly executed by the Registered Holder(s) hereof
or by their duly appointed legal representative or duly
authorized attorney, such signature to be guaranteed by a bank or
trust company with a correspondent office in The City of New York
or by a member of a national securities exchange. Upon any such
registration of transfer, a new Warrant Certificate shall be
issued to the transferee(s).
As provided in the Warrant Agreement and subject to
certain limitations, this Warrant Certificate may be exchanged
for other Warrant Certificates, of like tenor and representing an
equal number of Warrants, upon surrender to the Warrant Agent of
this Warrant Certificate at the Warrant Agent's Office.
No service charge shall be made for any registration of
transfer or exchange of this Warrant Certificate, but the Company
may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any
registration of transfer or exchange of this Warrant Certificate,
A-7
<PAGE>
other than exchanges pursuant to the Warrant Agreement not
involving any transfer.
Capitalized terms included herein but not defined
herein have the meanings assigned thereto in the Warrant
Agreement.
References herein to "U.S. dollars" or "U.S. $" are to
the lawful currency of the United States of America. References
herein to "Japanese yen" or "yen" are to the lawful currency of
Japan. As used herein, a "New York Business Day" means any day
other than a Saturday, Sunday or a day on which the New York
Stock Exchange is not open for securities trading or commercial
banks in New York City are required or authorized by law or
executive order to remain closed.
The Warrant Agreement and the terms of the Warrants are
subject to amendment, as provided in the Warrant Agreement.
THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY, AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
A-8
<PAGE>
NOTICE OF EXERCISE
Citibank, N.A.
Corporate Trust Department, 5th Floor
111 Wall Street
New York, New York 10043
1. This Notice / / DOES / / DOES NOT relate to
"Contingently Tendered Warrants" subject to a Limit Option, as
provided for in the Warrant Agreement. If this Notice of
Exercise relates to 500 or more Warrants and any of such Warrants
are Contingently Tendered Warrants, _______ of such Warrants are
Contingently Tendered Warrants and _______ are not. If the Spot
Rate used to determine the Cash Settlement Value of Contingently
Tendered Warrants is less than the Reference Rate by five or more
Japanese yen per U.S. dollar, a Notice of Exercise with respect
to such Contingently Tendered Warrants shall be void and of no
effect (and shall be disregarded for all purposes of the Warrant
Agreement).
2. Subject to paragraph 1, the undersigned (the
"Owner") hereby irrevocably exercises __________ Warrants (the
"Exercised Warrants") and delivers to you herewith a Warrant
Certificate or Certificates, registered in the Owner's name,
representing a number of Warrants at least equal to the number of
Exercised Warrants. Each beneficial owner of Warrants that is
exercising Warrants pursuant to this Notice of Exercise is
exercising no fewer than 500 Warrants.
3. The Owner hereby directs the Warrant Agent (a) to
pay the Cash Settlement Value, if any, with respect to the
Exercised Warrants:
/ / By cashier's check or an official bank check;
or
/ / By wire transfer to the following U.S. dollar
bank account in the United States:
(Minimum payments of $100,000 only)
Bank: ______________________________
ABA Routing No.: ___________________
Account No.: __________ Reference: _____
A-9
<PAGE>
; and (b) if the number of Exercised Warrants is less than the
number of Warrants represented by the enclosed Warrant
Certificate, to deliver a Warrant Certificate representing the
unexercised Warrants to ______________________________.
Dated: _________, 19___
___________________________
(Owner)
by ___________________________
Authorized Signature
Address: _____________________
Telephone: ( )
------------------
A-10
<PAGE>
EXHIBIT B-1
[FORM OF GLOBAL WARRANT CERTIFICATE]
No. ____ CUSIP No. _________
PAINE WEBBER GROUP INC.
U.S. Dollar Increase Warrants
on the Japanese Yen
Expiring April __, 1996
This certifies that CEDE & Co., or registered assigns,
is the registered holder of _____________ U.S. Dollar Increase
Warrants on the Japanese Yen Expiring April __, 1996 (the "War-
rants"). Each Warrant entitles the beneficial owner thereof
(each a "Warrantholder") to receive, subject to the conditions
set forth herein and in the Warrant Agreement, from Paine Webber
Group Inc. (the "Company") the cash settlement value in U.S.
dollars (rounded down to the nearest cent) (the "Cash Settlement
Value") which is the greater of (i) zero and (ii) the amount
computed by subtracting from U.S. $100 an amount equal to the
product of U.S. $100 times a fraction, the numerator of which is
yen ___ per U.S. $1.00 and the denominator of which is the Spot
Rate. The "Spot Rate" on any Valuation Date will be determined
by the Spot Rate Reference Agent and will equal (a) the noon
buying rate per U.S. $1.00 in The City of New York on such
Valuation Date for cable transfers in Japanese yen as certified
for customs purposes by the Federal Reserve Bank of New York (the
"Noon Buying Rate"), as reported on page 1FEE of The Reuter
Monitor Money Rates Service (or such page as may replace that
page), or (b) if the Noon Buying Rate does not appear on such
page by 1:00 p.m., New York City time, on such Valuation Date,
the Noon Buying Rate on such Valuation Date as otherwise
announced by the Federal Reserve Bank of New York, or (c) if the
Federal Reserve Bank of New York has not quoted such Noon Buying
Rate by 1:30 p.m., New York City time, on such Valuation Date,
the offered spot rate of Japanese yen per U.S. $1.00 on such
Valuation Date, which offered spot rate shall be calculated by
the Spot Rate Reference Agent by (1) obtaining at approximately
1:30 p.m., New York City time, a quote for a transaction amount
approximately equivalent to U.S. $100 times the aggregate number
of Warrants which were properly exercised on the related Exercise
Date from each of five leading market makers (other than the Spot
Rate Reference Agent) in the foreign exchange markets for
Japanese yen selected by the Spot Rate Reference Agent, (2)
discarding the highest and lowest quotes obtained and (3)
averaging the three remaining quotes to determine such offered
spot rate.
<PAGE>
The Spot Rate used to determine the Cash Settlement
Value on any Valuation Date will be rounded to the second decimal
place (e.g., 92.26), rounding up if the next succeeding decimal
place, without regard to rounding, is five or higher. Any such
Cash Settlement Value will be rounded downwards, if necessary, to
the nearest cent. In no event shall a Warrantholder be entitled
to any interest on any Cash Settlement Value.
Subject to the terms of the Warrant Agreement, each
Warrant may be irrevocably exercised, in whole but not in part,
at or prior to 3:00 p.m., New York City time, on any New York
Business Day from its date of issuance until 3:00 p.m., New York
City time, on the earlier of (i) the New York Business Day
immediately preceding July 31, 1996 (the "Expiration Date") and
(ii) the Delisting Date (as defined herein), after which time the
Warrants shall expire and all Warrants evidenced hereby shall be
void. The holder of Warrants evidenced by this Global Warrant
Certificate may exercise them only upon delivery of such Warrant
free to the Warrant Account and pursuant to an irrevocable Notice
of Exercise to the Warrant Agent from a Participant acting on
behalf of such Warrantholder. Except in the event of automatic
exercise of the Warrants, as set forth herein and in the Warrant
Agreement, not fewer than 500 Warrants may be exercised by or on
behalf of any one Warrantholder at any one time.
This Global Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent.
The Warrants evidenced by this Global Warrant
Certificate are part of a duly authorized issue of Warrants
issued by the Company pursuant to a Warrant Agreement, dated as
of April __, 1995 (the "Warrant Agreement"), among the Company,
Citibank, N.A. (the "Warrant Agent") and PaineWebber Incorporated
(the "Spot Rate Reference Agent"), and is subject to the terms
and provisions contained in the Warrant Agreement, to all of
which terms and provisions the Warrantholders, the entities
through which such Warrantholders hold their beneficial interests
in the Warrants and the registered holder of this Global Warrant
Certificate consent by acceptance of this Global Warrant
Certificate by the Depository and which Warrant Agreement is
hereby incorporated by reference in and made a part of this
Global Warrant Certificate. A copy of the Warrant Agreement is
on file at the Warrant Agent's Office, which is located at
111 Wall Street, 5th Floor, New York, New York 10043.
The Warrants constitute direct, unconditional and
unsecured obligations of the Company and rank on a parity with
the Company's other unsecured contractual obligations and with
the Company's unsecured and unsubordinated debt.
Subject to the Warrant Agreement and this Global
Warrant Certificate, and except in the event of exercise (whether
automatic or by Notice of Exercise) on the Expiration Date or the
Delisting Date, or in the case of a postponement due to there
B-1-2
<PAGE>
being exercised a number of Warrants in excess of the maximum
permitted number on a given day, the valuation date (the
"Valuation Date") for a Warrant shall be the first New York
Business Day (as defined herein) next succeeding the New York
Business Day (the "Exercise Date") on which the Warrant Agent has
received (i) in the case of Warrants other than those held
through the facilities of Centrale de Livraison de Valeurs
Mobilieres S.A. ("CEDEL") or the Euroclear System ("Euroclear"),
the Warrant, with the Notice of Exercise (or a Notice of Exercise
in substantially identical form), duly completed and executed, at
or prior to 3:00 p.m., New York City time (the "Notice Date");
and if the Warrant Agent shall receive any such Warrant after
3:00 p.m., New York City time, on such date, then such Warrant
shall be deemed to have been received at or prior to 3:00 p.m.,
New York City time, on the next succeeding New York Business Day
(which shall be considered the Notice Date), and in such event
the Valuation Date shall be the next New York Business Day
following the New York Business Day on which the Warrant Agent is
deemed to have received such Warrant together with the Notice of
Exercise or (ii) in the case of Warrants held through the
facilities of CEDEL or Euroclear, the Notice of Exercise (by
facsimile transmission) at or prior to 3:00 p.m., New York City
time; provided that the Warrant is received by the Warrant Agent
by 3:00 p.m., New York City time, on the New York Business Day
next succeeding the Exercise Date; and if the Warrant Agent shall
receive such Notice of Exercise after 3:00 p.m., New York City
time, on such date, then the Notice of Exercise shall be deemed
to have been received at or prior to 3:00 p.m., New York City
time, on the next succeeding New York Business Day (which shall
be considered the Notice Date), and in such event the Valuation
Date shall be the next New York Business Day following the
New York Business Day on which the Warrant Agent is deemed to
have received such Notice of Exercise; provided, however, that if
the Warrant Agent receives the Warrant after 3:00 p.m., New York
City time, on the Valuation Date, then the Exercise Date for such
Warrant shall be the day on which such Warrant is received or, if
such day is not a New York Business Day, the next succeeding
New York Business Day, and the Valuation Date for such Warrant
shall be the first New York Business Day following such Exercise
Date; provided further, however, in the case of exercises by
Euroclear participants, Euroclear must, by tested telex to the
Warrant Agent by 9:00 a.m., New York City time, on the Valuation
Date, confirm that the Warrants will be received by the Warrant
Agent on such date, provided that if such telex communication is
received after 9:00 a.m., New York City time, on the Valuation
Date, the Company will be entitled to direct the Warrant Agent to
reject the related Notice of Exercise or waive the requirement
for timely delivery of such telex communication. Any Warrant
received after 3:00 p.m., New York City time, on the earlier of
(a) the New York Business Day immediately preceding the
Expiration Date and (b) the last New York Business Day prior to
the effective date on which the Warrants are delisted from, or
permanently suspended from trading on (within the meaning of the
Securities Exchange Act of 1934 and the rules and regulations of
B-1-3
<PAGE>
the Securities and Exchange Commission thereunder), the New York
Stock Exchange (the "NYSE") and not accepted at the same time for
listing on another United States national securities exchange
(such New York Business Day being the "Delisting Date") (or, in
the case of Warrants held through the facilities of CEDEL or
Euroclear, after 3:00 p.m., New York City time, on the first
New York Business Day following such dates), shall be deemed not
to have been delivered and the related Notice of Exercise shall
be void and of no effect; provided, however, that if the Company
first receives notice of the delisting or suspension of the
Warrants on the same day on which such Warrants are delisted or
suspended, such day will be deemed the Delisting Date for
purposes of the Warrant Agreement and this Global Warrant
Certificate.
All Warrants for which the Warrant Agent has not
received a Notice of Exercise in proper form by 3:00 p.m., New
York City time, on the earlier of (i) the New York Business Day
preceding the Expiration Date and (ii) the Delisting Date, or for
which the Warrant Agent has received a Notice of Exercise in
proper form but with respect to which timely delivery of the
related Warrant has not been made, will be deemed automatically
exercised on such date without any requirement of a Notice of
Exercise to the Warrant Agent. The Valuation Date shall be the
first New York Business Day following the Expiration Date or the
Delisting Date, as the case may be.
All exercises of Warrants (other than on the Expiration
Date or the Delisting Date) shall be subject, at the Company's
option, to the limitation that not more than 1,000,000 Warrants
in total may be exercised on any Exercise Date and not more than
250,000 Warrants may be exercised by or on behalf of any person
or entity, either individually or in concert with any other
person or entity, on any Exercise Date. If any New York Business
Day would otherwise, under the terms hereof be the Exercise Date
in respect of more than 1,000,000 Warrants, then upon the
Company's exercising such option (by giving notice thereof to the
Warrant Agent not later than 5:00 p.m., New York City time, on
the Business Day immediately following such Exercise Date),
1,000,000 of such Warrants shall be deemed exercised on such
Exercise Date (selected by the Warrant Agent on a pro rata basis,
but if, as a result of such pro rata selection, any Registered
Holders would be deemed to have exercised less than 500 Warrants,
then the Warrant Agent shall first select additional Warrants of
such Registered Holders so that no such Registered Holder shall
be deemed to have exercised less than 500 Warrants), and the
remainder of such Warrants (the "Remaining Warrants") shall be
deemed exercised on the following New York Business Day
(notwithstanding the minimum exercise requirement in the Warrant
Agreement and subject to successive applications of this
paragraph); provided, however, that any Remaining Warrant in
respect of which a Notice of Exercise was delivered on a given
Notice Date shall be deemed exercised before any other Warrants
in respect of which a Notice of Exercise was delivered on a later
B-1-4
<PAGE>
Notice Date. If any individual Warrantholder attempts to
exercise more than 250,000 Warrants on any New York Business Day,
then at the Company's election (as notified to the Warrant Agent
by giving notice thereof to the Warrant Agent not later than 5:00
p.m., New York City time, on the New York Business Day following
such New York Business Day) 250,000 of such Warrants shall be
deemed exercised on such New York Business Day and the remainder
shall be deemed exercised on the following New York Business Day
(subject to successive applications of this paragraph). The date
on which any Warrant is deemed exercised under the preceding
sentences shall for all purposes of this Global Warrant
Certificate be deemed to be the "Exercise Date" in respect of
such Warrant.
Prior to due presentment for registration of transfer,
the Company, the Warrant Agent, and any agent of the Company or
the Warrant Agent, may deem and treat the registered owner hereof
as the absolute owner of the Warrants evidenced hereby
(notwithstanding any notation of ownership or other writing
hereon) for any purpose whatsoever, and as the person entitled to
exercise the rights represented by the Warrants evidenced hereby,
and neither the Company nor the Warrant Agent, nor any agent of
the Company or the Warrant Agent, shall be affected by any notice
to the contrary.
The Warrant Agent shall, in accordance with the Warrant
Agreement, from time to time register the transfer of this Global
Warrant Certificate in its records (which may be maintained
electronically) to be maintained by it for that purpose at the
Warrant Agent's Office upon surrender hereof, duly endorsed, or
accompanied by a written instrument or instruments of transfer in
form satisfactory to the Warrant Agent, duly executed by the
registered holder hereof or by the duly appointed legal represen-
tative or duly authorized attorney thereof, such signature to be
guaranteed by a bank or trust company with a correspondent office
in The City of New York or by a member of a national securities
exchange. Upon any such registration of transfer, a new Global
Warrant Certificate shall be issued to the transferee.
Exercises of Warrants may be subject to the Limit
Option as provided in the Warrant Agreement.
Capitalized terms included herein but not defined
herein have the meanings assigned thereto in the Warrant
Agreement.
References herein to "U.S. dollars" or "U.S. $" are to
the lawful currency of the United States of America. References
herein to "Japanese yen" or "yen" are to the lawful currency of
Japan. As used herein, a "New York Business Day" means any day
other than a Saturday, Sunday or a day on which the NYSE is not
open for securities trading or commercial banks in New York City
are required or authorized by law or executive order to remain
closed.
B-1-5
<PAGE>
The Warrant Agreement and the terms of the Warrants are
subject to amendment, as provided in the Warrant Agreement.
THIS GLOBAL WARRANT CERTIFICATE SHALL BE GOVERNED BY,
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
IN WITNESS WHEREOF, Paine Webber Group Inc. has caused
this instrument to be duly executed.
Dated: ________, 19___ PAINE WEBBER GROUP INC.,
by
--------------------------------
Name:
Title:
[Corporate Seal]
Attest:
____________________
Assistant Secretary
Countersigned for authentication
purposes only as of the date
above written:
CITIBANK, N.A.,
as Warrant Agent,
by
________________________
Authorized Officer
B-1-6
<PAGE>
EXHIBIT B-2
NOTICE OF EXERCISE
[For Warrants Represented by the
Global Warrant Certificate]
Citibank, N.A.
c/o Citicorp Data Distribution Inc.
404 Sette Drive
Paramus, New Jersey 07652
1. We refer to the Warrant Agreement dated as of April __,
1995 (the "Warrant Agreement"), among Paine Webber Group Inc.
(the "Company"), Citibank, N.A., as warrant agent (the "Warrant
Agent"), and PaineWebber Incorporated, as spot rate reference
agent (the "Spot Rate Reference Agent"). On behalf of certain
beneficial owners, each of whom is exercising no fewer than 500
Warrants that are covered by this Notice of Exercise and whose
Warrants have been transferred to the Warrant Agent's DTC
Participant Account-Citibank, N.A. Corporate Trust Warrant Agent
Account, No. 2659 (the "Warrant Account"), we hereby irrevocably
exercise ___________ Warrants (the "Tendered Warrants"). We
hereby acknowledge that the Warrants being exercised and this
Notice of Exercise must be received by you by 3:00 p.m., New York
City time, on a New York Business Day (or, in the case of
Warrants held through the facilities of Centrale de Livraison de
Valeurs Mobilieres S.A. ("CEDEL") or the Euroclear System
("Euroclear"), the Warrants must be received by such time on the
next succeeding New York Business Day) in order for the Valuation
Date for the Tendered Warrants to be the New York Business Day
following such New York Business Day and that, if the Warrants
being exercised and this Notice of Exercise are received by you
after 3:00 p.m., New York City time, on a New York Business Day
(or, in the case of Warrants held through CEDEL or Euroclear, if
Warrants are not received by 3:00 p.m., New York City time, on
the first New York Business Day following such New York Business
Day), the Valuation Date of the Tendered Warrants shall be the
next New York Business Day next succeeding such New York Business
Day, in each case subject to certain provisions of the Warrant
Agreement.
2. If you determine that this Notice of Exercise has not
been duly completed, or is not in proper form, this Notice of
Exercise will be void and of no effect and will be deemed not to
have been delivered.
<PAGE>
3. We hereby direct you to make payment to us of amounts
payable to our clients as a result of the exercise of the
Warrants hereunder by wire transfer to the following U.S. dollar
bank account in the United States:
Bank: --------------------------------------
ABA Routing No.: ---------------------------
Account No.: __________ Reference: --------
4. The Exercised Warrants covered hereby [are] [are not]
subject to the Limit Option.
5. Each client on whose behalf we are exercising Warrants
pursuant to this Notice of Exercise has certified to us that it
is not exercising in excess of 250,000 Warrants on behalf of any
single person or entity.
[For Participants] [6. We hereby certify that we are a
Participant of The Depository Trust Company (the "Depository")
with the present right to use and receive its services.]
- ----------------
1. Separate Notices of Exercise shall be submitted with respect to Warrants
subject to the Limit Option and Warrants not subject to the Limit Option.
B-2-2
<PAGE>
Capitalized terms used but not defined herein have the
meanings assigned thereto in the Warrant Agreement.
Dated: ____________, 19___
[NAME OF DEPOSITORY PARTICIPANT]
[Participant Number]
[NAME OF EUROCLEAR PARTICIPANT]
[CENTRALE DE LIVRAISON DE VALEURS
MOBILIERES S.A.]
by
------------------------------
Authorized Signature
Address: ________________________
Telephone: (____) _____-________
B-2-3
<PAGE>
EXHIBIT C-1
CONFIRMATION OF EXERCISE
[For Warrants Represented by Warrant Certificates]
We hereby confirm receipt of your Notice of Exercise
with respect to _______________ Warrants (the "Exercised
Warrants") and the related Warrant Certificates, which Notice we
have found to be duly completed and in proper form. The
Valuation Date of the Exercised Warrants was the close of
business on ____________ in New York City.
[As set forth in your Notice of Exercise, none of the
Warrants covered thereby is subject to the Limit Option.
Accordingly, for purposes hereof, all such Warrants shall
constitute Exercised Warrants, which number we hereby confirm to
be __________________.] [Your Notice of Exercise stated that the
Warrants covered thereby are subject to the Limit Option. The
applicable Reference Rate for such Warrants is _______ and the
Spot Rate for the date that would otherwise be the Valuation Date
for such Warrants is ____________. Such Spot Rate is not less
than such Reference Rate by five or more Japanese yen per U.S.
dollar. Accordingly, for purposes hereof, all such Warrants
shall constitute Exercised Warrants. We hereby confirm the
number of such Exercised Warrants to be __________.]
We hereby confirm that the aggregate Cash Settlement
Value of the Exercised Warrants is $_____________ ($_____ per
Warrant), which will be made available to you [in the form of a
cashier's check or an official bank check] [by wire transfer to
the bank account designated in your Notice of Exercise] for
payment on the fifth New York Business Day following the
Valuation Date for such Warrants.
Capitalized terms included herein but not defined have
the meanings assigned thereto in the Warrant Agreement, dated as
of April __, 1995, among Paine Webber Group Inc., Citibank, N.A.
and PaineWebber Incorporated.
Dated: _____________, 19___
CITIBANK, N.A., as Warrant Agent,
by
----------------------------
Authorized Signature
<PAGE>
NOTICE OF REJECTION
[For Warrants Represented by Warrant Certificates]
You are hereby notified that the Notice of Exercise
delivered by you was determined by us not to have been [duly
completed] [in proper form], as set forth in the Warrant
Agreement (the "Warrant Agreement"), dated as of April __, 1995,
among Paine Webber Group Inc., Citibank, N.A. and PaineWebber
Incorporated. Accordingly, we have rejected your Notice of
Exercise as being unsatisfactory as to form.
Capitalized terms included herein but not defined have
the meanings assigned thereto in the Warrant Agreement.
Dated: _____________, 19___
CITIBANK, N.A., as Warrant Agent,
by
--------------------------------
Authorized Signature
C-1-2
<PAGE>
EXHIBIT C-2
CONFIRMATION OF EXERCISE
[For Warrants Represented by the Global Warrant Certificate]
[Name of Depository Participant]
[Name of Euroclear Participant]
[Centrale de Livraison de Valeurs
Mobilieres S.A.]
[Address]
We hereby confirm receipt of your Notice of Exercise
with respect to _______________ Warrants (the "Exercised
Warrants") which were transferred by you to our DTC Participant
Account No. 2659. We have found such Notice to be duly completed
and in proper form, and we have verified, in the manner provided
in the Warrant Agreement (the "Warrant Agreement"), dated as of
April __, 1995, among Paine Webber Group Inc., Citibank, N.A. and
PaineWebber Incorporated, that you are a Depository Participant.
The Valuation Date of the Exercised Warrants was the close of
business on ____________ in New York City.
[As set forth in your Notice of Exercise, none of the
Warrants covered thereby is subject to the Limit Option.
Accordingly, for purposes hereof, all such Warrants shall
constitute Exercised Warrants, which number we hereby confirm to
be __________________.] [Your Notice of Exercise stated that the
Warrants covered thereby are subject to the Limit Option. The
applicable Reference Rate for such Warrants is _______ and the
Spot Rate for the date that would otherwise be the Valuation Date
for such Warrants is ________________. Such Spot Rate is not
less than such Reference Rate by five or more Japanese yen per
U.S. dollar. Accordingly, for purposes hereof, all such Warrants
shall constitute Exercised Warrants. We hereby confirm the
number of such Exercised Warrants to be __________.]
We hereby confirm that the aggregate Cash Settlement
Value of the Exercised Warrants is $_____________ ($_____ per
Warrant), which will be made available to you by wire transfer to
the bank account designated in your Notice of Exercise for
payment on the fifth New York Business Day following the
Valuation Date for such Warrants.
<PAGE>
Capitalized terms included herein but not defined have
the meanings assigned thereto in the Warrant Agreement.
Dated: _____________, 19___
CITIBANK, N.A., as Warrant Agent,
by
-------------------------------
Authorized Signature
C-2-2
<PAGE>
NOTICE OF REJECTION
[For Warrants Represented by the Global Warrant Certificate]
[Name of Depository Participant]
[Name of Euroclear Participant]
[Centrale de Livraison de Valeurs
Mobilieres S.A.]
[Address]
You are hereby notified that [the Notice of Exercise
delivered by you was determined by us not to have been [duly
completed] [in proper form]] [such Warrants were not transferred
to our DTC Participant Account No. 2659 on a timely basis as
provided in the Warrant Agreement] [we did not receive from
Euroclear a Euroclear Confirmation that proper delivery of the
Warrants to which the Notice of Exercise delivered by you relates
would be made on a timely basis], as set forth in the Warrant
Agreement (the "Warrant Agreement"), dated as of April __, 1995,
among Paine Webber Group Inc., Citibank, N.A. and PaineWebber
Incorporated. Accordingly, we have rejected your Notice of
Exercise as being unsatisfactory as to form.
Capitalized terms included herein but not defined have
the meanings assigned thereto in the Warrant Agreement.
Dated: _____________, 19___
CITIBANK, N.A., as Warrant Agent,
by
------------------------------
Authorized Signature
C-2-3
<PAGE>
EXHIBIT D-1
NOTICE OF REJECTION
RELATING TO LIMIT OPTION
[For Warrants Represented by Warrant Certificates]
We refer to your Notice of Exercise dated ___________,
19___, with respect to __________ Warrants that were subject to
the Limit Option. The applicable Reference Rate for such
Warrants is _____ and the Spot Rate for the date that would
otherwise be the Valuation Date for such Warrants is _______.
Such Spot Rate is less than the Reference Rate for such Warrants
by five Japanese yen per U.S. dollar or more. Accordingly, we
have rejected such Notice of Exercise pursuant to the Limit
Option.
Capitalized terms included herein but not defined have
the meanings assigned thereto in the Warrant Agreement, dated as
of April __, 1995, among Paine Webber Group Inc., Citibank, N.A.
and PaineWebber Incorporated.
Dated: ______________, 19___
CITIBANK, N.A., as Warrant Agent,
by
--------------------------------
Authorized Signature
<PAGE>
EXHIBIT D-2
NOTICE OF REJECTION
RELATING TO LIMIT OPTION
[For Warrants Represented by the Global Warrant Certificate]
[Name of Depository Participant]
[Name of Euroclear Participant]
[Centrale de Livraison de Valeurs
Mobilieres S.A.]
[Address]
We refer to your Notice of Exercise dated ____________,
19___, with respect to __________ Warrants that were subject to
the Limit Option. The applicable Reference Rate for such
Warrants is _____ and the Spot Rate for the date that would
otherwise be the Valuation Date for such Warrants is ______.
Such Spot Rate is less than the Reference Rate for such Warrants
by five or more Japanese yen per U.S. dollar. Accordingly, we
have rejected such Notice of Exercise pursuant to the Limit
Option.
Capitalized terms included herein but not defined have
the meanings assigned thereto in the Warrant Agreement, dated as
of April __, 1995, among Paine Webber Group Inc., Citibank, N.A.
and PaineWebber Incorporated.
Dated: ______________, 19___
CITIBANK, N.A., as Warrant Agent,
by
---------------------------------
Authorized Signature
