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Exhibit 4.5    
    


 
 

FORM OF    
    
    WARRANT AGREEMENT    
    


DATED    •     


 TPG N.V.  


 AND  


    •    ,  


 as Warrant Agent  









 
 

CONTENTS    
    



	Section
 
	 	Page

	1.	 	Appointment of Warrant Agent	 	3
	2.	 	Form of Warrant Certificates	 	3
	3.	 	Execution of Warrant Certificates	 	3
	4.	 	Registration and Countersignature	 	4
	5.	 	Registration of Transfers and Exchanges	 	4
	6.	 	Duration and Exercise of Warrants	 	5
	7.	 	Issuer Order	 	6
	8.	 	Mutilated, Lost, Stolen or Destroyed Warrant Certificates	 	6
	9.	 	Reservation of Offered Securites	 	6
	10.	 	Obtaining of Governmental Approvals and Stock Exchange Listings; Registrations of Offered Securities	 	6
	11.	 	Adjustment of Exercise Price and Number of Offered Securities Purchasable or Number of Warrants	 	7
	12.	 	Fractional Warrants and Fractional Offered Securities	 	7
	13.	 	Notices to Warrant Holders	 	7
	14.	 	Merger, Consolidation or Change of Name of Warrant Agent	 	7
	15.	 	Warrant Agent	 	8
	16.	 	Disposition of Proceeds of Exercise of Warrants	 	9
	17.	 	Change of Warrant Agent	 	10
	18.	 	Notices to TPG and Warrant Agent	 	10
	19.	 	Supplements and Amendments	 	11
	20.	 	Successors	 	11
	21.	 	Termination	 	11
	22.	 	Governing Law	 	11
	23.	 	Benefits of this Agreement	 	12
	24.	 	Counterparts	 	12
	

 	
 	

 	
 	

 
	Exhibits:


	 	 

	
 EXHIBIT A: Form of Warrant Certificate	
 	

13
	 	 	SIGNATORIES	 	18










  



 
 

WARRANT AGREEMENT    
    



Dated
as of    •    , 200[    •    ] 


BETWEEN:  


	(1)
	TPG N.V., a limited liability public company incorporated under the laws of The Netherlands
(TPG), and



	(2)
	•    ,
as Warrant Agent (the Warrant Agent). 



WHEREAS:  


	(A)
	TPG
has entered into an Indenture dated as of May 28, 2004 (the Indenture) between TPG and Citibank, N.A., as Trustee (the  Trustee), providing for the
issuance from time to time of TPG's debt securities to be issued in one or more series as provided in the Indenture;



	(B)
	TPG
proposes to issue and sell warrants (Warrants) from time to time to purchase securities described in the applicable Issuer Order,
as provided in Section 7 (Offered Securities); and



	(C)
	TPG
desires the Warrant Agent to act on behalf of TPG, and the Warrant Agent is willing so to act, in connection with the issuance and exercise of Warrants and the registration,
transfer, exchange and replacement of Warrant Certificates (Warrant Certificates) and other matters as provided herein; 




        NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows: 


1.     APPOINTMENT OF WARRANT AGENT  


        TPG hereby appoints the Warrant Agent to act as agent for TPG in accordance with the instructions set forth in this Agreement, and the Warrant Agent hereby
accepts such appointment. 



2.     FORM OF WARRANT CERTIFICATES  


        The Warrant Certificates to be delivered pursuant to this Agreement shall be issued initially as specified in Section 4 and shall be substantially in the
form set forth in Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. Each Global Warrant Certificate (as
defined herein) shall bear such legend or legends as may be required by the Depositary Trust Company (the Depository) in order for it to accept the
Warrants for its book-entry settlement system. Each Warrant Certificate shall be printed, lithographed, typewritten, mimeographed or engraved on steel engraved borders or otherwise
reproduced in any other manner as may be approved by the officers executing the same (such execution to be conclusive evidence of such approval) and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of TPG may approve (such execution to be conclusive evidence of such approval)
and as 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 regulation of any
stock exchange on which the Warrants may be listed, or to conform to usage. 



3.     EXECUTION OF WARRANT CERTIFICATES  


        Warrant Certificates shall be signed on behalf of TPG by the chairman of the Board of Directors, the chief executive officer, a vice chairman of the Board of
Directors, the chief financial officer or the treasurer of TPG (each, an Authorized Signatory, and collectively, the Authorized
Signatories) and shall be attested by the Secretary, Assistant Secretary or any Officer of TPG. 


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        Each
such signature upon the Warrant Certificates may be in the form of a facsimile signature of the present or any future Authorized Signatory. 


        If
an Authorized Signatory of TPG who shall have signed any of the Warrant Certificates shall cease to hold such position before the Warrant Certificates so signed shall have been
countersigned by the Warrant Agent and delivered to or disposed of by TPG, such Warrant Certificates nevertheless may be countersigned and delivered to or disposed of as though such person had not
ceased to be such Authorized Signatory of TPG; and any Warrant Certificate may be signed on behalf of TPG by any person who, at the actual date of the execution of such Warrant Certificate, was such
Authorized Signatory, although at the date of this Warrant Agreement any such person did not hold such position. 


        In
connection with the initial issuance of the Warrant Certificates, upon receipt of Warrant Certificates executed by TPG and the execution of an Issuer Order by an Authorized Signatory,
the Warrant Agent will countersign and deliver Warrant Certificates in accordance with the instructions contained in such order. 



        Warrant
Certificates shall be dated the date of countersignature by the Warrant Agent. 


4.     REGISTRATION AND COUNTERSIGNATURE  


        Warrant Certificates distributed as provided in Section 11 may be issued initially either as global warrants (Global
Warrants) fully registered in the names of the record holders of the Warrant Certificates to whom they are to be distributed or as definitive warrants
(Definitive Warrants). 


        Warrant
Certificates shall be countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. 



        TPG
and the Warrant Agent may deem and treat the registered holder of a Warrant Certificate as the absolute owner thereof (notwithstanding any notation of ownership or other writing
thereon made by anyone), for the purpose of any exercise thereof and any distribution to the holder thereof and for all other purposes, and neither TPG nor the Warrant Agent shall be affected by any
notice to the contrary. 


5.     REGISTRATION OF TRANSFERS AND EXCHANGES  


        5.1   The
Global Warrants shall initially be represented by one or more global warrant certificates (Global Warrant
Certificates) deposited with the Depository and registered in the name of Cede & Co., a nominee of the Depository. The Depository, or such other entity as is agreed to
by the Depository, may hold each Global Warrant Certificate as custodian for the Depository. Except as provided for in Section 5.2, no person acquiring Warrants traded on any securities
exchange with book-entry settlement through the Depository shall receive or be entitled to receive physical delivery of definitive Warrant Certificates evidencing such Warrants. Ownership
of beneficial interests in the Global Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depository or its nominee for each
Global Warrant Certificate, or (ii) institutions that have accounts with the Depository. 


        5.2   If
the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, TPG may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the receipts are not eligible for, or it is no longer necessary to have the Warrants available in,
book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each Global Warrant Certificate, and TPG shall
instruct the Warrant Agent to deliver to the Depository definitive warrant certificates (Definitive Warrant Certificates) in physical form evidencing
such Warrants. 


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        5.3   A
Warrant Certificate may be transferred at the option of the holder thereof upon surrender of such Warrant Certificate at the corporate trust office of the Warrant
Agent, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to TPG and the Warrant Agent; provided, however, that
except as otherwise provided herein or in any Global Warrant Certificate, each Global Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the
Depository, to a successor depository, or to a nominee of a successor depository. Upon any such registration of transfer, TPG shall execute, and the Warrant Agent shall countersign and deliver, as
provided in Section 3 and Section 4, in the name of the designated transferee a new Warrant Certificate or Warrant Certificates of any authorized denomination evidencing in the aggregate
a like number of unexercised Warrants. 


        5.4   Upon
surrender at the corporate office of the Warrant Agent (the Warrant Agent Office) or at the office of any successor
Warrant as provided in Section 17 hereof, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for such exchange, all in form satisfactory to TPG and
the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates in any other authorized denominations; provided that such new Warrant Certificate(s) evidence
the same aggregate number of Warrants as the Warrant Certificate(s) so surrendered. Upon any such surrender for exchange, TPG shall execute, and the Warrant Agent shall countersign and deliver, as
provided in Section 3 and Section 4, in the name of the holder of such Warrant Certificates, the new Warrant Certificates. 


        5.5   The
Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant
Certificates and transfers, exchanges, exercises and cancellations of outstanding Warrant Certificates. Whenever any Warrant Certificates are surrendered for transfer or exchange in accordance with
this Section 5, an authorized officer of the Warrant Agent shall manually countersign and deliver the Warrant Certificates which the holder making the transfer or exchange is entitled to
receive. 


        5.6   No
service charge shall be made for any transfer or exchange of Warrant Certificates, but TPG may require payment of a sum sufficient to cover any stamp or other tax or
other governmental charge that may be imposed in connection with any such transfer or exchange. 



6.     DURATION AND EXERCISE OF WARRANTS  


        The Warrants shall expire on the expiration date set forth in the applicable Issuer Order (Expiration Date). Each
Warrant may be exercised on any business day prior to the close of business on the Expiration Date. After the close of business on the Expiration Date, the Warrants will become wholly void and of no
value. 


        Subject
to the provisions of this Agreement, including Section 11, the holder of each whole Warrant shall have the right to purchase from TPG (and TPG shall issue and sell to such
holder) the Offered Securities set forth in the applicable Issuer Order at the initial exercise price set forth in the applicable Issuer Order (the Exercise
Price) upon the surrender on any business day prior to the close of business on the Expiration Date to the Warrant Agent at the Warrant Agent Office of the Warrant Certificate
evidencing such Warrant, with the form of election to exercise (the Exercise Notice) on the reverse thereof duly filled in and signed, and upon payment
of the Exercise Price in lawful money of the United States of America by means of a certified or official bank check payable to TPG or upon the receipt of such other consideration as specified in the
applicable Issuer Order. 


        The
Warrants evidenced by a Warrant Certificate shall be exercisable prior to the close of business on the Expiration Date, at the election of the registered holder thereof, either as an
entirety or, unless the applicable Issuer Order provides otherwise, from time to time for part of the number of Warrants specified in the Warrant Certificates. In the event that less than all the
Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised at any time prior to the close of business on the Expiration Date, a new Warrant Certificate or
Certificates will be issued for the remaining number of Warrants. 


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        Upon
such surrender of a Warrant Certificate and payment of the Exercise Price, the Warrant Agent shall request that the transfer agent for the Offered Securities (the  Transfer Agent) issues and delivers to
or upon the written order of the registered holder of such Warrant Certificate and in such name or names as such
registered holder may designate a certificate for the Offered Securities issuable upon the exercise of the Warrants evidenced by such Warrant Certificates. 


        Such
certificate shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of such Offered Securities as of
the date of the surrender of such Warrant Certificates and payment of the Exercise Price. The Warrant Agent is hereby authorized to countersign and deliver the required new Warrant Certificate or
Certificates pursuant to the provisions of Section 5 and of this Section 6. 



        All
Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be destroyed by the Warrant Agent and
a certificate of such destruction shall be sent to TPG. 


7.     ISSUER ORDER  


        Prior to an issuance of Warrant Certificates, TPG shall deliver to the Warrant Agent an order containing the designation and terms of the applicable Warrants (an  Issuer Order). 


8.     MUTILATED, LOST, STOLEN OR DESTROYED WARRANT CERTIFICATES  



        If any Warrant Certificate is mutilated, lost, stolen or destroyed, TPG may in its discretion issue, and the Warrant Agent shall countersign and deliver, in
exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant
Certificate of like tenor and representing the same number of Warrants, but only upon receipt of evidence satisfactory to TPG and the Warrant Agent of such loss, theft or destruction of such Warrant
Certificate and indemnity or bond, 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 TPG or the Warrant Agent may prescribe. To the extent permitted under applicable law, the provisions of this section 8 are exclusive with respect to the replacement
of mutilated, lost, stolen or destroyed Warrant Certificates and shall preclude any and other right and remedies. 


9.     RESERVATION OF OFFERED SECURITES  


        For the purpose of enabling it to satisfy any obligation to issue Offered Securities upon exercise of Warrants, TPG will at all times through the close of
business on the Expiration Date, reserve and keep available the number of Offered Securities deliverable upon the exercise of all outstanding Warrants. 



        TPG
covenants that all Offered Securities issued upon exercise of the Warrants will, upon issuance in accordance with the terms of this Agreement, be fully paid and nonassessable and
free from all preemptive rights and taxes, liens, charges and security interests created by TPG with respect to the issuance and holding thereof. 


10.   OBTAINING OF GOVERNMENTAL APPROVALS AND STOCK EXCHANGE LISTINGS; REGISTRATIONS OF OFFERED SECURITIES  


        TPG shall endeavor to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and to file such documents
under federal and state securities laws, which may be or become requisite in connection with the issuance, sale, transfer and delivery of the Warrant Certificates and the exercise of the Warrants. 


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11.   ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF OFFERED SECURITIES PURCHASABLE OR NUMBER OF WARRANTS  


        The applicable Issuer Order shall provide for the adjustment of the Exercise Price and/or the number of Offered Securities purchasable upon exercise of each
Warrant and/or the number of Warrants exercisable in each case upon the occurrence of one or more events as specified in such Issuer Order. 


12.   FRACTIONAL WARRANTS AND FRACTIONAL OFFERED SECURITIES  


        12.1 TPG
shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates pursuant to Section 11 or to
distribute Warrant Certificates which evidence fractional Warrants. In lieu of such fractional Warrants, the registered holder of a Warrant Certificate with regard to which such a fractional Warrant
would otherwise be issuable shall receive an amount in cash equal to the same fraction of the current market value of a whole Warrant. For purposes of this Section 12.1, the current market
value of a Warrant shall be determined under Section 11 for the last trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable. 


        12.2 The
applicable Issuer Order shall specify whether fractional securities shall be issued upon surrender of Warrant Certificates and, if not, the method of determining
what holders shall or may receive in lieu thereof. 



13.   NOTICES TO WARRANT HOLDERS  


        Upon an adjustment pursuant to Section 11, TPG within 60 calendar days thereafter shall (i) cause to be delivered to the Warrant Agent a certificate
signed by an Authorized Signatory setting forth the terms of such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and
setting forth the adjusted Exercise Price, the number of Offered Securities purchasable upon exercise of a Warrant and/or the number of Warrants and (ii) cause to be given to each of the
registered holders of the Warrant Certificates at such Warrant holder's address appearing on the Warrant register written notice of such adjustments by first-class mail, postage prepaid. 


14.   MERGER, CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT  


        Any corporation into which the Warrant Agent may be merged or converted or with which it 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 succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent
hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor
Warrant Agent under the provisions of Section 17. If at the time such successor to the Warrant Agent shall succeed under this Agreement, any of the Warrant Certificates shall have been
countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent; and in case at that time any of the Warrant Certificates shall
not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant
Agent. In all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement. 


        If
at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent whose
name has changed may adopt the countersignature under its prior name, and if at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such
Warrant Certificates either in its prior name or in its changed name, and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this
Agreement. 


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15.   WARRANT AGENT  


        The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which TPG and the holders of
Warrants, by their acceptance thereof, shall be bound: 



        (a)   The
statements contained herein and in the Warrant Certificates shall be taken as statements of TPG, and the Warrant Agent assumes no responsibility for the correctness
of any of the same except such statements as describe the Warrant Agent or action taken or to be taken by it. Except as herein otherwise provided, the Warrant Agent assumes no responsibility with
respect to the execution, delivery or distribution of the Warrant Certificates. 



        (b)   The
Warrant Agent shall not be responsible for any failure of TPG to comply with any of the covenants contained in this Agreement or in the Warrant Certificates to be
complied with by TPG, nor shall the Warrant Agent at any time be under any duty or responsibility to any holder of a Warrant to make or cause to be made any adjustment in the Exercise Price or in the
number of Offered Securities issuable upon exercise of the Warrants (except as instructed by TPG), or to determine whether any facts exist which may require any such adjustments, or with respect to
the nature or extent of or method employed in making any such adjustments when made. 


        (c)   The
Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for TPG) and the Warrant Agent shall incur no liability or responsibility
to TPG or to any holder of any Warrant Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel. 


        (d)   The
Warrant Agent shall incur no liability or responsibility to TPG or to any holder of any Warrant Certificate for any action taken in reliance on any notice,
resolution, waiver, consent, order, certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. 


        (e)   TPG
agrees (i) to pay to the Warrant Agent reasonable compensation to be agreed by TPG and the Warrant Agent for all services rendered by the Warrant Agent under
this Agreement; (ii) to reimburse the Warrant Agent upon demand for all reasonable out-of-pocket expenses, taxes and governmental charges and other charges of any kind
and nature incurred by the Warrant Agent in the execution of its duties under this Agreement; and (iii) to indemnify the Warrant Agent and hold it harmless against any and all losses,
liabilities and expenses, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent arising out of or in connection with this Agreement, except as a result of its
negligence or bad faith. 


        (f)    The
Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless TPG or one
or more registered holders of Warrant Certificates shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses that may be incurred. All rights of action under
this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding
relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery or judgment shall be for the ratable benefit
of the registered holders of the Warrants, as their respective rights or interests may appear. 


        (g)   The
Warrant Agent, and any stockholder, director, officer or employee thereof, may buy, sell or deal in any of the Warrants or other securities of TPG or become
pecuniarily interested in any transaction in which TPG may be interested, or contract with or lend money to TPG or otherwise act as fully and freely as though it were not the Warrant Agent under this
Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for TPG or for any other legal entity. 



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        (h)   The
Warrant Agent shall act hereunder solely as agent for TPG, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable
for anything which it may do or refrain from doing in connection with this Agreement, except for its own negligence or bad faith. 


        (i)    TPG
agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts,
instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement. 


        (j)    The
Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution
hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall the Warrant Agent by any act hereunder be deemed to
make any representation or warranty as to the authorization or reservation of the Offered Securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether the Offered
Securities will, when issued, be validly issued, fully paid and nonassessable or as to the Exercise Price or the number of Offered Securities issuable upon exercise of any Warrant. 


        (k)   The
Warrant Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any Authorized Signatory and to
apply to such officers for advice or instructions in connection with its duties, and shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with
instructions of any such officer or in good faith reliance upon any statement signed by any one of such officers of TPG with respect to any fact or matter (unless other evidence in respect thereof is
herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement. 




16.   DISPOSITION OF PROCEEDS OF EXERCISE OF WARRANTS  



        The Warrant Agent shall account promptly to TPG with respect to Warrants exercised and concurrently pay to TPG all moneys received by the Warrant Agent on the
purchase of Offered Securities through the exercise of Warrants. 


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17.   CHANGE OF WARRANT AGENT  


        If the Warrant Agent shall resign (such resignation to become effective not earlier than 90 calendar days after the giving of written notice thereof to TPG and
the registered holders of Warrant Certificates) or shall become incapable of acting as Warrant Agent, TPG shall appoint a successor to the Warrant Agent. If TPG shall fail to make such appointment
within a period of 90 calendar days after it has been so notified in writing by the Warrant Agent or by the registered holder of a Warrant Certificate (in the case of incapacity), then the registered
holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent,
either by TPG or by such a court, the duties of the Warrant Agent shall be carried out by TPG. Any successor Warrant Agent whether appointed by TPG or by such a court shall be a bank or trust company,
in good standing, incorporated under the laws of the United States of America or any State thereof, and having an office in the Borough of Manhattan, the City of New York, State of New York. As soon
as practicable after appointment of the successor Warrant Agent, TPG shall cause to be given to each of the registered holders of the Warrant Certificates at such Warrant holder's address appearing on
the Warrant register written notice of the change in the Warrant Agent by first-class mail, postage prepaid. After appointment, the successor Warrant Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor Warrant
Agent any property at the time held by it hereunder and execute and deliver, at the expense of TPG, any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice
provided for in this Section 17, however, or any defect therein, shall not affect the legality or validity of the removal of the Warrant Agent or the appointment of a successor Warrant Agent,
as the case may be. 


18.   NOTICES TO TPG AND WARRANT AGENT  


        Any notice or demand authorized by this Agreement to be given or made pursuant to this Agreement shall be sufficiently given or made if sent by mail, first class
or registered, postage prepaid, addressed, as follows: 




TPG
N.V.

Neptunusstraat 41-63

2132 JA

Hoofddorp

The Netherlands 


Attention:
[            ] 


[Warrant
Agent ] 


[            ]



Attention:
[            ] 





        Any
party may change the information above by giving notice in one of the manners provided in this section. 


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19.   SUPPLEMENTS AND AMENDMENTS  


        19.1 This
Agreement and any Warrant Certificate may be amended by the parties hereto by executing a supplemental warrant agreement (a Supplemental
Agreement), without the consent of the holder of any Warrant, for the purpose of (i) curing any ambiguity, or curing, correcting or supplementing any defective provision
contained herein, or making any other provisions with respect to matters or questions arising under this Agreement that is not inconsistent with the provisions of this Agreement or the Warrant
Certificates, (ii) evidencing the succession of another corporation to TPG and the assumption by any such successor of the covenants of TPG contained in this Warrant Agreement and the Warrants,
(iii) evidencing and providing for the acceptance of appointment by a successor Warrant Agent with respect to the Warrants, (iv) evidencing and providing for the acceptance of
appointment by a successor Depository with respect to each Global Warrant Certificate, (v) issuing Definitive Warrant Certificates in accordance with Section 5.2, (vi) adding to
the covenants of TPG for the benefit of the holders or surrendering any right or power conferred upon TPG under this Agreement, or (vii) amending this Agreement and the Warrants in any manner
that TPG may deem to be necessary or desirable and that will not adversely affect the interests of the holders in any material respect. 


        19.2 TPG
and the Warrant Agent may amend this Agreement and the Warrants by executing a Supplemental Agreement with the consent of the holders of not fewer than a majority
of the unexercised Warrants affected by such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the holders under this Agreement; provided, however, that, without the consent of each holder of Warrants affected thereby, no such amendment may be made that
(i) changes the Warrants so as to reduce the principal amount or the number of Offered Securities purchasable upon exercise of the Warrants or so as to increase the exercise price,
(ii) shortens the period of time during which the Warrants may be exercised, (iii) otherwise adversely affects the exercise rights of the holders in any material respect, or
(iv) reduces the number of unexercised Warrants the consent of the Holders of which is required for amendment of this Agreement or the Warrants. 


20.   SUCCESSORS  



        All the covenants and provisions of this Agreement by or for the benefit of each of TPG or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder. 


21.   TERMINATION  


        This Agreement shall expire at the close of business on the Expiration Date. Notwithstanding the foregoing, this Agreement shall terminate on any earlier date if
all Warrants have been exercised. The provisions of Section 15 shall survive such termination. 



22.   GOVERNING LAW  


        This Agreement, the Units and the constituent Securities shall be governed and construed in accordance with the laws of the State of New York. This agreement,
(and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any party to enter therein, whether for breach of contract, tortious
conduct, or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by and construed in accordance with the laws of the State of New York, including all
matters of construction, validity and performance, in each case without reference to any conflict of law rules that might lead to the application of the laws of any other jurisdiction.
[This agreement has been negotiated, executed and delivered in the State of New York.] 


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23.   BENEFITS OF THIS AGREEMENT  


        Nothing in this Agreement shall be construed to give to any person or corporation other than TPG, the Warrant Agent and the registered holders of the Warrant
Certificates any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of TPG, the Warrant Agent and the registered holders of
the Warrant Certificates. 


24.   COUNTERPARTS  


        This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument. 


12







 
 
 

Exhibit A:    
    


 
 

FORM OF WARRANT CERTIFICATE    
    


[FORM OF FACE REGISTERED [CALL] [PUT] WARRANT CERTIFICATE]



	No.            	 	CUSIP No.            





        [Unless
and until it is exchanged in whole or in part for Warrants in definitive registered form, this Warrant Certificate and the Warrants evidenced hereby may not be
transferred except as a whole by [Depositary] to the nominee of [Depositary] or by a nominee of [Depositary] to
[Depositary] or another nominee of [Depositary] or by [Depositary] or any such nominee to a successor Depositary or a nominee of
such successor Depositary. 


        Unless
this Warrant Certificate is presented by an authorized representative of the Depositary to TPG N.V. or its agent for registration of transfer, exchange or payment, and any Warrant
issued is registered in the name of [Cede & Co] or such other name as requested by an authorized representative of the Depositary and any payment hereon is made to
[Cede & Co] or such other entity as is requested by an authorized representative of the Depositary ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A
PERSON IS WRONGFUL 


 
 

TPG N.V.    
    


[Designation
of Warrants] 


NUMBER
OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO            ](1) 


OFFERED
SECURITIES: 


AMOUNT
OF OFFERED SECURITIES PURCHASABLE PER WARRANT: 


CALL
PRICE PER WARRANT, IF APPLICABLE: 


PUT
PRICE PER WARRANT, IF APPLICABLE: 


FORM
OF PAYMENT OF CALL PRICE: 


FORM
OF SETTLEMENT: 


DATES
OF EXERCISE: 


OTHER
TERMS: 


        This
Warrant Certificate certifies that                        , or registered assigns, is the registered holder (the "Registered
Holder" of the number of [Designation of
Warrants] (the "Warrants") [specified above](2) [specified on Schedule A thereto](3). Upon receipt by the Warrant Agent of this
Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith) (the "Exercise Notice"), duly completed and executed, and the
[Call] [Put] Price per Warrant set forth above, in the form set forth above, for each Warrant to be exercised (the "Exercise Property") at the Warrant
Agent's Window, Attention: Tender Department, in the Borough of Manhattan, The City of New York, each Warrant evidenced hereby entitles the registered holder (the "Registered Holder") hereof to
receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from TPG N.V. (the "Issuer") the securities (the "Offered Securities") specified above.
Warrants will not entitle the Warrant holder to any of the rights of the holders of any of the Offered Securities. 




	(1)
	Applies
to global warrant certificates.



	(2)
	Applies
to definitive warrant certificates



	(3)
	Applies
to global warrants certificates 


13







 

        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 in this place. 



        This
Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. 


        IN
WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed. 



	Dated:	 	 	 
	 	
	 	 
	

TPG N.V.	

 	
 	

 
	

By:	

 	
 	

 
	 	
	 	 
	Name:	 	 	 
	Title:	 	 	 
	

    	

 	
 	

 
	 	
	 	 
	Name:	 	 	 
	Title:	 	 	 
	

Attest:	

 	
 	

 
	

By:	

 	
 	

 
	 	
	 	 
	Name:	 	 	 
	Title:	Secretary	 	 
	

Countersigned as of the date above written:
	

[                        ],

    as Warrant Agent	
 	

 
	

By:	

 	
 	

 
	 	
	 	 
	Name:	 	 	 
	Title:	Authorized Officer	 	 




14







 
 
 

[FORM OF REVERSE OF REGISTERED [CALL] [PUT] WARRANT CERTIFICATE]    
    


        The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued by TPG N.V. (the "Issuer") pursuant to a Warrant
Agreement, dated as of [            ] (the "Warrant Agreement"), between the Issuer and [    ] (the "Warrant Agent") and are subject to the
terms and provisions contained in the Warrant Agreement, to all of which terms and provisions each Warrant holder consents by acceptance of this Warrant Certificate or a beneficial interest therein
and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent's Office. The Warrants constitute a separate series of Warrants
under the Warrant Agreement. 


        The
Warrants are unsecured contractual obligations of the Issuer and rank pari passu with the Issuer's other unsecured contractual obligations and with the Issuer's unsecured and
unsubordinated debt. 


        Subject
to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be
delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property to the Warrant Agent's Window, in the Borough of Manhattan, The City of New York, which
is, on the date hereof (unless otherwise specified herein), [ ], or at such other address as the Warrant Agent may specify from time to time. 



        Each
Warrant entitles the Warrant holder to receive, upon exercise, the Offered Securities set forth on the face hereof. 


        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. 


15







 
 
 

[Designation of Warrants]    
    
    Exercise Notice    
    


[Warrant
Agent's address]

Attention: Tender Department 


        The
undersigned (the "Registered Holder") hereby irrevocably exercises [ ] Warrants (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate
or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto. 


        The
Registered Holder hereby directs the Warrant Agent (a) to deliver the Offered Securities as follows: 


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:

[Registered Holder]	 	 
	

By:	

 	
 	

 
	 	
	 	 
	Authorized Signature

Address:

Telephone:	 	 




16







 
 
 

[If Warrant is a Global Warrant, insert this Schedule A.]    
    
    SCHEDULE A    
    
    [Designation of Warrants]    
    
    GLOBAL    
    
    WARRANT    
    
    SCHEDULE OF
EXCHANGES    
    


        The initial number of Warrants represented by this Global Warrant
is                        . In accordance with the Warrant Agreement dated as of
[            ], [    ] among the Issuer, [    ] as Warrant Agent, the following (A) exchanges of
[the number of Warrants indicated below for a like number of Warrants to be represented by a Global Warrant that has been separated from a Unit (a "Separated Warrant")](4)
[the number of Warrants that had been represented by a Global Warrant that is part of a Unit (an "Attached Unit Warrant") for a like number of Warrants represented by this Global
Warrant](5) or (B) reductions as a result of the exercise of the number of Warrants indicated below have been made: 



	Date of Exchange or Exercise
 
	 	[Number Exchanged for Separated Warrants](6)
	 	[Reduced Number Outstanding Following Such Exchange](5)
	 	[Number of Attached Unit Warrants Exchanged for Warrants represented by this Separated Warrant]
	 	[Increased Number Outstanding Following Such Exchange]
	 	Number of Warrants Exercised
	 	Reduced Number Outstanding Following Such Exchange
	 	Notation Made by or on Behalf of Warrant Agent

	            	 	            	 	            	 	            	 	            	 	            	 	            	 	            
	            	 	            	 	            	 	            	 	            	 	            	 	            	 	            
	            	 	            	 	            	 	            	 	            	 	            	 	            	 	            
	            	 	            	 	            	 	            	 	            	 	            	 	            	 	            
	            	 	            	 	            	 	            	 	            	 	            	 	            	 	            
	            	 	            	 	            	 	            	 	            	 	            	 	            	 	            
	            	 	            	 	            	 	            	 	            	 	            	 	            	 	            






	(4)
	Applies
only if this Global Warrant is part of a Unit.



	(5)
	Applies
only if this Global Warrant has been separated from a Unit.



	(6)
	Applies
only if this Global Warrant is part of a Unit. 


17







 
 
 

SIGNATORIES    
    


        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year
first above written. 



	 	 	TPG N.V.
	

 	
 	
By:	

 
	 	 	 	

	 	 	Name:

Title:
	

 	
 	

 	

 
	    	 	 	 
	 	 	 	

	 	 	Name:

Title:
	

 	
 	

[                        ]
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:

Title:




18











QuickLinks



Exhibit 4.5


FORM OF WARRANT AGREEMENT


CONTENTS


WARRANT AGREEMENT


Exhibit A


FORM OF WARRANT CERTIFICATE

TPG N.V.

[FORM OF REVERSE OF REGISTERED [CALL] [PUT] WARRANT CERTIFICATE]

[Designation of Warrants] Exercise Notice

[If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Warrants] GLOBAL WARRANT SCHEDULE OF EXCHANGES

SIGNATORIES