EXHIBIT 4(E)


 


[FORM OF
WARRANT AGREEMENT]


 


AKTIEBOLAGET
SVENSK EXPORTKREDIT (PUBL),

as Issuer 

and

[BANK],

as Warrant Agent


 


WARRANT
AGREEMENT

dated as of [DATE]


 

















 


TABLE OF
CONTENTS 


 


	
   

  	
   

  	
  Page

  
	
   

  
	
  ARTICLE I

  
	
  DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
  ISSUANCE AND FORMS OF WARRANTS

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Issuance of Warrants

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 2.02.

  	
  Forms of Warrants

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 2.03.

  	
  Form of Bearer Warrant

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 2.04.

  	
  Form of Warrant Agent’s Certificate of
  Authentication

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 2.05.

  	
  Form of Warrant Agent’s Certificate of
  Authentication by an Authenticating Agent

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
  THE WARRANTS

  
	
   

  
	
  Section 3.01.

  	
  Amount Unlimited; Issuable in Series

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 3.02.

  	
  Execution, Authentication, Delivery and
  Dating

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 3.03.

  	
  Temporary Warrants

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 3.04.

  	
  Registrar and Paying Agent

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 3.05.

  	
  DTC Agent

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 3.06.

  	
  Transfer and Exchange

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 3.07.

  	
  Mutilated, Destroyed, Lost and Stolen
  Warrants

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 3.08.

  	
  Cancellation

  	
  21

  



i

















 


TABLE OF
CONTENTS 


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 3.09.

  	
  Currency of
  Payments in Respect of Cash-Settled Warrants

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 3.10.

  	
  Return of
  Monies Held Unclaimed for Two Years

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 3.11.

  	
  Judgments

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 3.12.

  	
  CUSIP
  Numbers

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 3.13.

  	
  Re-opening of Issuance

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
  EXERCISE OF WARRANTS

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  General

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 4.02.

  	
  Exercise and Delivery of Warrants; Delivery
  of Settlement Amount

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 4.03.

  	
  Automatic Exercise of Warrants

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
  OTHER PROVISIONS RELATING TO RIGHTS OF WARRANT HOLDERS

  
	
   

  
	
  Section 5.01.

  	
  Merger, Consolidation, Sale, Transfer or
  Conveyance

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section 5.02.

  	
  Rights Conferred by Warrants

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section 5.03.

  	
  Notice of Certain Events

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 5.04.

  	
  Disclaimer of Responsibility for
  Calculations or Determinations

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 5.05.

  	
  Warrant holder May Enforce Rights

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
  WARRANTS ACQUIRED BY THE COMPANY; PAYMENT OF TAXES

  
	
   

  
	
  Section 6.01.

  	
  Warrants Acquired by the Company

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 6.02.

  	
  Payment of Taxes

  	
  29

  
						



 


ii

















 


TABLE OF
CONTENTS 


(continued)


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE VII

  
	
  CONCERNING THE WARRANT AGENT

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Warrant Agent

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 7.02.

  	
  Conditions of Warrant Agent’s Obligations

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 7.03.

  	
  Resignation and Appointment of Successor

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 7.04.

  	
  Appointment of Authenticating Agent

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
  MISCELLANEOUS

  
	
   

  
	
  Section 8.01.

  	
  Amendment

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 8.02.

  	
  Certificates and Opinions as to Conditions
  Precedent

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 8.03.

  	
  Notices to the Company and Warrant Agent

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 8.04.

  	
  Notices to Holders; Waiver

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 8.05.

  	
  Legal Holiday

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 8.06.

  	
  Obtaining of Approvals

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 8.07.

  	
  Persons Having Rights Under This Agreement

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 8.08.

  	
  Successors and Assigns

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 8.09.

  	
  Separability Clause

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 8.10.

  	
  Inspection of Agreement

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 8.11.

  	
  Headings

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 8.12.

  	
  Counterparts

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 8.13.

  	
  Entire Agreement

  	
  38

  
				



 


iii

















 


TABLE OF
CONTENTS 


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 8.14.

  	
  GOVERNING LAW

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 8.15.

  	
  Appointment of Agent; Submission to
  Jurisdiction; Waiver of Immunity

  	
  38

  



 


iv

















 


WARRANT
AGREEMENT, dated as of [DATE], among AKTIEBOLAGET SVENSK EXPORTKREDIT (PUBL), a
corporation organized and existing under the laws of Sweden (the “Company”) and [BANK], a [national banking
association], as warrant agent (the “Warrant
Agent”).


 


W I T N E S S
E T H :


 


WHEREAS, the
Company has duly authorized the issue, in one or more series as in this
Agreement provided, from time to time of its warrants (the “Warrants”) and, to provide the general
terms and conditions upon which the Warrants are to be authenticated, issued
and delivered, the Company has duly authorized the execution and delivery of
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;


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


ARTICLE
I

DEFINITIONS


 


SECTION 1.01.      Definitions.  Unless the context otherwise requires, the
terms defined in this Section 1.01 shall for all purposes of this
Agreement have the meanings hereinafter set forth, the following definitions to
be equally applicable to both the singular and the plural forms of any of the
terms herein defined:


 


Actual Exercise Date:


 


The term “Actual
Exercise Date” for a Warrant shall mean (i) the Business Day on which the
Warrant Agent receives the Warrant and Exercise Notice in proper form with
respect to such Warrant, if received at or prior to 3:00 p.m., New York
City time, on such day, or (ii) if the Warrant Agent receives such Warrant
and Exercise Notice after 3:00 p.m., New York City time, on a Business
Day, then the Business Day next succeeding such Business Day.


 


Affiliate:


 


The term “Affiliate,”
with respect to any specified Person shall mean any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person.  For
the purposes of this definition, “control” when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


Agreement:


 


The term “Agreement”
or “this Agreement” shall mean this instrument and all agreements supplemental
hereto.


 

















 


Authenticating Agent:


 


The term “Authenticating
Agent” shall have the meaning assigned to it in Section 7.04.


 


Authorized Newspaper:


 


The term “Authorized
Newspaper” shall mean a newspaper in an official language of the country of
publication customarily published at least once a day, and customarily
published for at least five days in each calendar week, and of general
circulation in such city or cities specified pursuant to Section 3.01 with
respect to the Warrants of any series. 
Where successive publications are required to be made in Authorized
Newspapers, the successive publications may be made in the same or in different
newspapers in the same city meeting the foregoing requirements and in each case
on any Business Day in such city.


 


Automatic Exercise:


 


The term “Automatic
Exercise” shall have the meaning assigned to it in Section 4.03.


 


Automatic Exercise Procedures:


 


The term “Automatic
Exercise Procedures” shall have the meaning assigned to it in Section 4.03.


 


Bearer Warrant:


 


The term “Bearer
Warrant” shall mean any Warrant title to which passes by delivery only.


 


Board of Directors:


 


The term “Board
of Directors” shall mean either the board of directors of the Company, or the
executive or any other committee of that board duly authorized to act in
respect hereof.


 


Board Resolution:


 


The term “Board
Resolution” shall mean a copy of a resolution or resolutions duly adopted by
the Board of Directors and in full force and effect on the date delivered to
the Warrant Agent.


 


Book-Entry Warrant:


 


The term “Book-Entry
Warrant” shall have the meaning assigned to it in Section 3.05(a).


 


Business Day:


 


The term “Business
Day,” when used with respect to any Place of Payment or any other particular
location referred to in this Agreement or in the Warrants, shall mean each day
on which commercial banks and foreign exchange markets settle payments
generally in such Place of Payment or other location.


 


Calculation Agent:


 


The term “Calculation
Agent” shall have the meaning assigned to it in Section 4.02(a)(ii).


 


2

















 


Cash Settled Warrants:


 


The term “Cash
Settled Warrants” shall have the meaning assigned to it in Section 3.01(f).


 


Company:


 


The term “Company”
shall mean Aktiebolaget Svensk Exportkredit (publ), a corporation organized and
existing under the laws of Sweden and, subject to the provisions of Section 5.01,
shall also include its successors and assigns.


 


Company Order:


 


The term “Company
Order” shall mean, a written order or request delivered (including by
electronic means) in the name of the Company by any of the President, the Chief
Financial Officer, the Chief Accounting Officer or the Head of Funding of the
Company, or by any other officer of the company granted due authority for such
purpose from time to time, to the Warrant Agent.


 


Corporate Trust Office:


 


The term “Corporate
Trust Office,” or other similar term, shall mean the principal office of the
Warrant Agent in the Borough of Manhattan, The City of New York, at which at
any particular time the terms and provisions of this Agreement shall be
administered, which office at the date hereof is located at [ADDRESS].


 


Currency:


 


The term “Currency”
shall mean U.S. Dollars or Foreign Currency.


 


DTC Agent:


 


The term “DTC
Agent” shall have the meaning assigned to it in Section 3.05(a).


 


Depositary:


 


The term “Depositary”
shall mean, with respect to the Warrants of any series issuable in whole or in
part in the form of one or more Global Warrants, the Person designated as
Depositary by the Company pursuant to Section 3.01 until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Agreement, and thereafter “Depositary” shall mean or include each Person who is
then a Depositary hereunder, and if at any time there is more than one such
Person, “Depositary” as used with respect to the Warrants of any such series
shall mean the Depositary with respect to the Warrants of that series.


 


Designated Currency:


 


The term “Designated
Currency” shall have the meaning assigned to it in Section 3.11.


 


Exchange Act:


 


The term “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


Exercise Date:


 


The term “Exercise
Date” shall have the meaning assigned to it in Section 3.01(d).


 


3

















 


Exercise Notice:


 


The term “Exercise
Notice” shall have the meaning assigned to it in Section 4.02(a).


 


Exercise Period:


 


The term “Exercise
Period” shall have the meaning assigned to it in Section 3.01(d).


 


Foreign Currency:


 


The term “Foreign
Currency” shall mean a currency issued by the government of any country other
than the United States or a composite currency, the value of which is
determined by reference to the values of the currencies of any group of
countries.


 


GAAP:


 


The term “GAAP,”
with respect to any computation required or permitted hereunder, shall mean
generally accepted accounting principles in effect in the United States of
America which are applicable at the date of such computation and which are
consistently applied for all applicable periods.


 


Global Warrant:


 


The term “Global
Warrant” shall mean any Registered or Bearer Warrant evidencing all or part of
a series of Warrants, issued in fully-registered certificated form to the
Depositary for such series in accordance with Section 3.02 and bearing the
legend prescribed in Section 3.02(g).


 


Members:


 


The term “Members”
shall have the meaning assigned to it in Section 3.02(i).


 


Officers’ Certificate:


 


The term “Officers’
Certificate” when used with respect to the Company, shall mean a certificate
signed by any two officers of the Company duly authorized to deliver such a
certificate, from time to time.  Each
such certificate shall include the statements provided for in Section 8.02
if and to the extent required by the provisions of such Section.


 


Opinion of Counsel:


 


The term “Opinion
of Counsel” shall mean an opinion in writing signed by legal counsel, who may
be an employee of or of counsel to the Company, or may be other counsel
satisfactory to the Warrant Agent.  Each
such opinion shall include the statements provided for in Section 8.02 if
and to the extent required by the provisions of such Section.


 


Paying Agent:


 


The term “Paying
Agent” shall have the meaning assigned to it in Section 3.04(b).


 


Person:


 


The term “Person”
shall mean an individual, a corporation, a limited liability company, a
partnership, an association, a joint stock company, a trust, an


4

















 


unincorporated organization or a government
or an agency or political subdivision thereof.


 


Physical Delivery Warrants:


 


The term “Physical
Delivery Warrants” shall have the meaning assigned to it in Section 3.01(f).


 


Place of Payment:


 


The term “Place
of Payment” shall mean, when used with respect to the Warrants of any series,
the place or places where the Settlement Amount, if any, to be delivered upon
exercise with respect to the Warrants of that series are payable as specified
pursuant to Section 3.01.


 


Register:


 


The term “Register”
shall have the meaning assigned to it in Section 3.04(a).


 


Registered Warrant:


 


The term “Registered
Warrant” shall mean any Warrant registered in the Register.


 


Registrar:


 


The term “Registrar”
shall have the meaning assigned to it in Section 3.04(a).


 


Responsible Officers:


 


The term “Responsible
Officers” of the Warrant Agent hereunder shall mean any vice president, any
assistant vice president, any assistant secretary, any assistant treasurer, any
trust officer, any assistant trust officer or any other officer associated with
the corporate trust department of the Warrant Agent customarily performing
functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of such person’s knowledge of
and familiarity with the particular subject and, in the case of any such
officer, who shall have direct responsibility for the administration of this
Agreement.


 


SEC:


 


The term “SEC”
shall mean the U.S. Securities and Exchange Commission.


 


Securities Act:


 


The term “Securities
Act” shall mean the Securities Act of 1933, as amended.


 


Settlement Amount; Cash Settlement Amount;
Physical Settlement Amount:


 


The term “Settlement
Amount” shall mean (1) with respect to Cash Settled Warrants, the amount
of cash (the “Cash Settlement Amount”)
and (2) with respect to Physical Delivery Warrants, the quantity of the
relevant underlying assets (the “Physical
Settlement Amount”), which amount or quantity a holder is entitled
to receive on the Settlement Date upon proper exercise of the Warrants,
including upon Automatic Exercise, as specified pursuant to Section 3.01.


 


Settlement Date:


 


The term “Settlement
Date” shall have the meaning assigned to it in Section 3.01(e).


 


5
















 


Subsidiary:


 


The term “Subsidiary,”
when used with respect to any Person, shall mean any corporation or other
entity of which a majority of (a) the voting power of the voting equity
securities or (b) in the case of a partnership or any other entity other than
a corporation, the outstanding equity interests of which are owned, directly or
indirectly, by such Person.  For the
purposes of this definition, “voting equity securities” means equity securities
having voting power for the election of directors, whether at all times or only
so long as no senior class of securities has such voting power by reason of any
contingency.


 


Successor Company:


 


The term “Successor
Company” shall have the meaning assigned to it in Section 3.06(i).


 


Warrant:


 


The term “Warrant”
shall mean one of the Warrants duly authenticated by the Warrant Agent and
delivered pursuant to the provisions of this Agreement.


 


Warrant Agent:


 


The term “Warrant
Agent” shall mean [ ] (whether original or successor), as initial warrant agent
hereunder, and any other agent appointed as such, as used with respect to the
Warrants of any series.


 


Warrant Custodian:


 


The term “Warrant
Custodian” shall mean the custodian with respect to any Global Warrant
appointed by the Depositary, or any successor Person thereto, and shall
initially be the Paying Agent.


 


Warrant holder; holder of Warrants; holder; registered
holder:


 


The term “Warrant
holder” or “holder of Warrants” or “holder” or “registered holder,” with
respect to a Registered Warrant, shall mean the Person in whose name such
Warrants shall be registered in the Register kept for that purpose hereunder
and, with respect to a Bearer Warrant, the bearer thereof.


 


U.S. Dollars:


 


The term “U.S.
Dollars” shall mean such currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts.


 


United States:


 


The term “United
States” shall mean the United States of America (including the States and the
District of Columbia), its territories and its possessions and other areas
subject to its jurisdiction.


 


ARTICLE
II

ISSUANCE AND FORMS OF WARRANTS


 


SECTION 2.01.                 Issuance of
Warrants.  This Agreement shall apply
to each series of Warrants as to which it shall become effective.  Upon issuance of the Warrants by, or pursuant
to authority granted under, a Board Resolution and as affirmed in an Officers’
Certificate, the Warrants will constitute direct, unconditional


 


6

















 


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.


 


SECTION 2.02.                 Forms of
Warrants.  (a)  The Warrants of
each series shall be substantially in a form established by, or pursuant to
authority granted under, a Board Resolution and set forth in (or referred to
in) an Officers’ Certificate and shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Agreement, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements placed thereon
as the Company may deem appropriate 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 rule or
regulation of any securities exchange on which any series of the Warrants may
be listed or of any automated quotation system on which any such series may be
quoted, or to conform to usage, all as determined by the officers executing
such Warrants as conclusively evidenced by their execution of such Warrants.


 


(b)                                 The
terms and provisions of the Warrants shall constitute, and are hereby expressly
made, a part of this Agreement, and, to the extent applicable, the Company and
the Warrant Agent, by their execution and delivery of this Agreement expressly
agree to such terms and provisions and to be bound thereby.


 


(c)                                  Warrants
may be issued hereunder substantially in the form of Appendix 1 hereto.


 


SECTION 2.03.                 Form of
Bearer Warrant.  (a)  Each
Bearer Warrant shall bear a legend substantially to the following effect:


 


“Any United States Person who holds this
obligation will be subject to limitations under the United States income tax
laws, including the limitations provided in Sections 165(j) and 1287(a) of
the Internal Revenue Code.”


 


(b)                                 The
definitive Warrants, if any, of each series shall be printed, lithographed or
engraved or produced by any combination of these methods on steel engraved
borders or may be produced in any other manner, provided that such manner is permitted by the rules of
any securities exchange on which such series of Warrants may be listed or of
any automated quotation system on which such series may be quoted, all as
determined by the officers executing such Warrants, as conclusively evidenced
by their execution of such Warrants.


 


SECTION 2.04.                 Form of
Warrant Agent’s Certificate of Authentication.


 


(a)                                  Only
such of the Warrants as shall bear thereon a certificate substantially in the
form of the Warrant Agent’s certificate of authentication hereinafter recited,
executed by the Warrant Agent by manual signature, shall be valid or become
obligatory for any purpose or entitle the holder thereof to any right or
benefit under this Agreement, and the certificate of authentication by the
Warrant Agent upon any such Warrant executed on behalf of the Company as
aforesaid shall be conclusive evidence that the Warrant so authenticated has
been duly authenticated


 


7

















 


and delivered hereunder and that the holder
thereof is entitled to the benefits of this Agreement.


 


(b)                                 Each
Warrant shall be dated the date of its authentication, except that any Global Warrant
shall be dated as of the date specified as contemplated in Section 3.01.


 


(c)                                  The
form of the Warrant Agent’s certificate of authentication to be borne by the
Warrants shall be substantially as follows:


 


WARRANT
AGENT’S CERTIFICATE OF AUTHENTICATION


 


This is one of
the Warrants issued referred to in the within-mentioned Agreement.


 


	
   

  	
  [BANK],

  
	
   

  	
  as Warrant
  Agent

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 


SECTION 2.05.                 Form of
Warrant Agent’s Certificate of Authentication by an Authenticating Agent.  If at any time there shall be an
Authenticating Agent appointed with respect to any series of Warrants, then the
Warrant Agent’s Certificate of Authentication by such Authenticating Agent to
be borne by Warrants of each such series shall be substantially as follows:


 


8

















 


WARRANT
AGENT’S CERTIFICATE OF AUTHENTICATION


 


This is one of
the Warrants issued referred to in the within-mentioned Agreement.


 


	
   

  	
  [            ],

  
	
   

  	
  as
  Authenticating Agent

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 


ARTICLE
III

THE WARRANTS


 


SECTION 3.01.                 Amount
Unlimited; Issuable in Series.  The
aggregate amount of Warrants that may be authenticated and delivered under this
Agreement is unlimited.  The Warrants may
be issued in one or more series.  There
shall be established by or pursuant to authority granted under a Board
Resolution, and set forth in (or referred to in) an Officers’ Certificate of
the Company, or established in one or more agreements supplemental hereto prior
to the issuance of Warrants of any series:


 


(a)                                  the
title of the Warrants of the series (which shall distinguish the Warrants of
such series from the Warrants of all other series, except to the extent that
additional Warrants of an existing series are being issued);


 


(b)                                 any
limit upon the aggregate amount of the Warrants of the series that may be
authenticated and delivered under this Agreement (except for Warrants
authenticated and delivered upon transfer of, or in exchange for, or in lieu
of, other Warrants of such series pursuant to Section 3.03, 3.06 or 3.07);


 


(c)                                  the
date(s) on which or period(s) during which the Warrants of the series
may be issued;


 


(d)                                 the
date(s) on which or period(s) during which the Warrants of the series
may be exercised, including the date of any Automatic Exercise of such Warrants
(each such date and period, the “Exercise
Date” and “Exercise Period,”
respectively);


 


(e)                                  the
date(s) on which which the payments or distributions on the Warrants shall
be made (each such date, the “Settlement Date”);


 


(f)                                    whether
the Warrants are to be settled in cash (such Warrants, “Cash Settled Warrants”) or in physical
assets (such Warrants, “Physical Delivery
Warrants”), and whether the Company may vary settlement in respect
of the Warrants following a valid exercise of Warrants;


 


9

















 


(g)                                 the
amount of cash or quantity of underlying assets due, or the means by which the
amount of cash or quantity of underlying assets due may be calculated, on exercise
of the Warrants, including Automatic Exercise, or upon cancellation;


 


(h)                                 if
other than U.S. Dollars, the Currency in which Warrants of the series shall be
denominated or in which payments in cash on the Warrants of the series shall be
made, if applicable, and any other terms concerning such payments;


 


(i)                                     if
the amount of payment or distribution on the Warrants of the series may be
determined with reference to an index, formula or other method including, but
not limited to, an index based on a currency or currencies other than that in
which the Warrants are stated to be payable, the manner in which such amounts
shall be determined;


 


(j)                                     if
the amount of payment or distribution on the Warrants of the series may be
determined with reference to an index, the manner in which a successor index
may be determined;


 


(k)                                  if
the payment or distribution on Warrants of the series are to be made, at the
election of the Company or a holder thereof, in a currency other than that in
which the Warrants are denominated or stated to be payable without such
election, the period or periods within which, and the terms and conditions upon
which, such election may be made and the time and the manner of determining the
exchange rate between the Currency in which the Warrants are denominated or
payable without such election and the Currency in which the Warrants are to be
paid if such election is made;


 


(l)                                     the
place or places where the payments or distributions on Warrants of the series
shall be made;


 


(m)                               the
terms and conditions, if any, upon which the holders of the Warrants of the
series may exercise such Warrants, including any minimum or maximum amount of
the Warrants of such series exercisable by all Warrant holders or by any Person
on any Exercise Date or during any Exercise Period, and the procedures by which
such holders may exercise such Warrants;


 


(n)                                 any
provisions permitting a Warrant holder to condition an exercise of the Warrants
of the series;


 


(o)                                 the
events, if any, upon the occurrence of which the Warrants of the series will be
automatically exercised;


 


(p)                                 the
obligation, if any, of the Company to purchase or repay Warrants of the series
at the option of a holder thereof and the price or prices at which, the period
or periods within which or the date or dates on which, and the terms and
conditions upon which Warrants of the series shall be purchased or repaid, in
whole or in part, pursuant to such obligation;


 


(q)                                 the
denominations in which Warrants of the series shall be issuable;


 


10

















 


(r)                                    whether
the Warrants of the series are to be issued in whole or in part in the form of
one or more Global Warrants and, in such case, the Depositary for such Global
Warrant or Global Warrants and the terms and conditions, if any, upon which
interests in such Global Warrant or Global Warrants may be exchanged in whole
or in part for the individual Warrants represented thereby;


 


(s)                                  whether
Warrants of the series are to be issued as Registered Warrants or Bearer
Warrants or both, and, if Bearer Warrants are issued, whether Bearer Warrants
of the series may be exchanged for Registered Warrants of the series and the
circumstances under which and the places at which any such exchanges, if
permitted, may be made;


 


(t)                                    if
any Warrants of the series are to be issued as Bearer Warrants or as one or
more Global Warrants representing individual Bearer Warrants of the series, the
terms upon which a temporary Bearer Warrant may be exchanged for one or more of
the definitive certificated Bearer Warrants of the series;


 


(u)                                 the
date as of which any Global Warrant of the series shall be dated if other than
the original issuance of the first Warrant of the series to be issued;


 


(v)                                 the
form of the Warrants of the series;


 


(w)                               if
different than specified herein, the Registrar, Paying Agent or DTC Agent, as
applicable, for the Warrants of the series; and


 


(x)                                   any
other terms of the Warrants of the series, including events of default and/or
additional covenants of the Company (which terms shall not be inconsistent with
the requirements of the provisions of this Agreement).


 


All Warrants of any one series shall be
substantially identical, except as to denomination and except as may otherwise
be provided by or pursuant to such Board Resolution, and set forth in such
Officers’ Certificate, or in any agreement supplemental hereto.


 


SECTION 3.02.                 Execution,
Authentication, Delivery and Dating.


 


(a)                                  The
Warrants shall be executed in the name and on behalf of the Company by the
manual or facsimile signature of any of the President, the Chief Financial
Officer, the Chief Accounting Officer or the Head of Funding of the Company, or
of any other officer of the Company granted due authority for such purpose in
accordance with the Company’s then-existing internal delegation of
authority.  If the Person whose signature
is on a Warrant no longer holds that office at the time the Warrant is
authenticated and delivered, the Warrant shall nevertheless be valid.


 


(b)                                 At
any time and from time to time after the execution and delivery of this
Agreement, the Company may deliver Warrants of any series, executed by the
Company, to the Warrant Agent for authentication, together with a Company Order
for the authentication and delivery of such Warrants.  The Warrant Agent shall thereupon
authenticate and deliver such Warrants without any further action by the
Company.  The Company Order shall specify
the amount of the Warrants to be


 


11

















 


authenticated and the date on which the
original issue of Warrants is to be authenticated.


 


(c)                                  In
authenticating the first Warrants of any series and accepting the additional
responsibilities under this Agreement in relation to such Warrants, the Warrant
Agent shall receive, and shall be fully protected in relying upon:


 


(i)                                     the
supplemental warrant agreement, Board Resolution or Officers’ Certificate
relating thereto and, if applicable, an appropriate record of any action taken
pursuant to such supplemental warrant agreement or resolution; and


 


(ii)                                  one
or more Opinions of Counsel prepared in accordance with Section 8.02,
which shall, cumulatively, contain statements to substantially the following
effect:


 


(A)                              that
the form and terms of such Warrants have been established by, or pursuant to
authority granted under, one or more Board Resolutions, by a supplemental
warrant agreement, or by both such resolution or resolutions and such
supplemental warrant agreement, in conformity with the provisions of this
Agreement;


 


(B)                                that
the supplemental warrant agreement, if any, when executed and delivered by the
Company and the Warrant Agent, will constitute a valid and binding obligation
of each of the Company;


 


(C)                                that
such Warrants, when authenticated and delivered by the Warrant Agent and issued
by the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and binding obligations of the
Company, enforceable in accordance with their terms, and will be entitled to
the benefits of this Agreement;


 


(D)                               that
the Company has the corporate power to issue the Warrants, and has duly taken
all necessary action with respect to such issuance;


 


(E)                                 that
the issuance of the Warrants will not contravene the articles of association of
the Company;


 


(F)                                 that,
under the laws of relevant jurisdictions and subject to customary assumptions
and qualifications, all requirements of the Agreement applicable to the Company
in respect of the execution and delivery by the Company of the Warrants and of
such supplemental warrant agreement, if any, have been complied with and, that
assuming (a) all requisite corporate authorization on the part of the
Warrant Agent, (b) continued compliance by the Warrant Agent with the
terms of the Agreement specifically applicable to the Warrant Agent, and (c) due
authentication and delivery of the Warrants by the Warrant Agent, the execution
and delivery of such supplemental warrant agreement, if any, will not violate
the terms of this Agreement, and that, other than


 


12

















 


compliance
with federal and state securities laws, relevant Swedish legislation or
regulations and other such relevant laws, no authorization, approval or consent
by any regulatory or statutory or other public authority is required in connection
with the execution and delivery of such supplemental warrant agreement or for
the creation, issuance, authentication and delivery of the Warrants pursuant to
the Agreement (subject to customary qualifications and other assumptions, if
applicable);


 


(G)                                all
conditions precedent provided for in the Agreement (including any covenants
compliance with which constitutes a condition precedent) to the Warrant Agent’s
authentication and delivery of the Warrants have been complied with; and


 


(H)                               the
amount of Warrants to be outstanding upon issuance does not exceed any limit
established under the terms of the Warrant Agreement on the amount of Warrants
of a series that may be authenticated and delivered.


 


(d)                                 The
Warrant Agent shall have the right to decline to authenticate and deliver the
Warrants under this Section if the issue of the Warrants pursuant to this
Agreement will affect the Warrant Agent’s own rights, duties or immunities
under the Warrants and this Agreement or otherwise in a manner which is not
reasonably acceptable to the Warrant Agent.


 


(e)                                  Each
Warrant shall be dated the date of its authentication, except as otherwise
provided pursuant to Section 3.01 with respect to the Warrants of such
series.


 


(f)                                    Notwithstanding
the provisions of Section 3.01 and of this Section 3.02, if all of
the Warrants of any series are not to be originally issued at the same time,
then the documents required to be delivered pursuant to this Section 3.02
must be delivered only once, prior to the authentication and delivery of the
first Warrant of such series; provided,
however, that any subsequent
request by the Company to the Warrant Agent to authenticate Warrants of such
series upon original issuance shall constitute a representation and warranty by
the Company that, as of the date of such request, the statements made in any
Officers’ Certificate delivered pursuant to Section 8.02 shall be true and
correct as if made on such date.


 


(g)                                 If
the Company shall establish pursuant to Section 3.01 that the Warrants of
a series are to be issued in whole or in part in the form of one or more Global
Warrants, then the Company shall execute and the Warrant Agent shall
authenticate and deliver one or more Global Warrants that (i) shall
represent an aggregate amount equal to the aggregate amount of the outstanding
Warrants of such series to be represented by such Global Warrants, (ii) shall
be registered, if in registered form, in the name of the Depositary for such
Global Warrant or Global Warrants or the nominee of such Depositary, (iii) shall
be delivered by the Warrant Agent to such Depositary or pursuant to such
Depositary’s instruction and (iv) shall bear a legend substantially to the
following effect: “Unless and until it is exchanged in whole or in part for the
individual Warrants represented hereby, this Global Warrant may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of


 


13

















 


the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.” The aggregate
amount of each Global Warrant may from time to time be increased or decreased
by adjustments made on the records of the Warrant Custodian, as provided in
this Agreement.


 


(h)                                 Each
Depositary designated pursuant to Section 3.01 for a Global Warrant in
registered form must, at the time of its designation and at all times while it
serves as such Depositary, be a clearing agency registered under the Exchange
Act and any other applicable statute or regulation.


 


(i)                                     Members
of, or participants in, the Depositary (“Members”)
shall have no rights under this Agreement with respect to any Global Warrant
held on their behalf by the Depositary or by the Warrant Custodian under such
Global Warrant, and the Depositary may be treated by the Company, the Warrant
Agent, the Paying Agent and the Registrar and any of their agents as the
absolute owner of such Global Warrant for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Warrant Agent, the Paying Agent or the Registrar
or any of their agents from giving effect to any written certification, proxy
or other authorization furnished by the Depositary or impair, as between the
Depositary and its Members, the operation of customary practices of the
Depositary governing the exercise of the rights of an owner of a beneficial
interest in any Global Warrant.  The
registered holder of a Global Warrant may grant proxies and otherwise authorize
any Person, including Members and Persons that may hold interests through
Members, to take any action that a holder is entitled to take under this
Agreement or the Warrants.


 


(j)                                     No
Warrant shall be entitled to any benefit under this Agreement or be valid or
obligatory for any purpose unless there appears on such Warrant a certificate
of authentication substantially in one of the forms provided for herein duly
executed by the Warrant Agent or by an Authenticating Agent by manual signature
of one of its Responsible Officers, and such certificate upon any Warrant shall
be conclusive evidence, and the only evidence, that such Warrant has been duly
authenticated and delivered hereunder and is entitled to the benefits of this
Agreement.


 


SECTION 3.03.                 Temporary
Warrants.


 


(a)                                  Pending
the preparation of definitive Warrants of any series, the Company may execute,
and upon Company Order the Warrant Agent shall authenticate and deliver,
temporary Warrants that are printed, lithographed, typewritten, mimeographed or
otherwise reproduced, in any authorized denomination, substantially of the
tenor of the definitive Warrants in lieu of which they are issued, in
registered form or, if authorized, in bearer form, and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Warrants may determine, as conclusively evidenced by their
execution of such Warrants.  Any such
temporary Warrant may be in global form, representing all or a portion of the
outstanding Warrants of such series. 
Every such temporary Warrant shall be executed by the Company and shall
be authenticated and delivered by the Warrant Agent upon the same conditions and
in substantially the same manner, and with the same effect, as the definitive
Warrant or Warrants in lieu of which it is issued.


 


14
















 


(b)                                 If
temporary Warrants of any series are issued, the Company will cause definitive
Warrants of such series to be prepared without unreasonable delay.  Except as otherwise specified pursuant to Section 3.01
with respect to a series of Warrants issuable as Bearer Warrants or as one or
more Global Warrants representing individual Bearer Warrants of such series, (i) after
the preparation of definitive Warrants of such series, the temporary Warrants
of such series shall be exchangeable for definitive Warrants of such series
upon surrender of such temporary Warrants at the office or agency of the
Company in a Place of Payment for such series, without charge to the holder,
except as provided in Section 3.06 and except that a Person receiving
definitive Bearer Warrants shall bear the cost of insurance, postage,
transportation and the like unless otherwise specified pursuant to Section 3.01,
and (ii) upon surrender for cancellation of any one or more temporary Warrants
of any series, the Company shall execute and the Warrant Agent shall
authenticate and deliver in exchange therefor a like amount of definitive
Warrants of the same series of authorized denominations and of like tenor; provided, however,
that no definitive Bearer Warrant shall be delivered in exchange for a
temporary Registered Warrant; and provided,
further, that delivery of a
Global Warrant representing individual Bearer Warrants or a Bearer Warrant
shall occur only outside the United States. 
Until so exchanged, the temporary Warrants of any series shall in all
respects be entitled to the same benefits under this Agreement as definitive
Warrants of such series.


 


(c)                                  Unless
otherwise specified pursuant to Section 3.01, the Company will execute and
deliver each definitive Global Warrant representing individual Bearer Warrants
and each Bearer Warrant to the Warrant Agent at its principal office in London
or such other place outside the United States specified pursuant to Section 3.01.


 


(d)                                 Upon
any exchange of a portion of a temporary Global Warrant for a definitive Global
Warrant or for the individual Warrants represented thereby pursuant to this Section 3.03
or Section 3.06, the temporary Global Warrant shall be endorsed by the
Warrant Agent to reflect the reduction of the amount evidenced thereby, whereupon
the amount of such temporary Global Warrant shall be reduced for all purposes
by the amount so exchanged and endorsed.


 


SECTION 3.04.                 Registrar and
Paying Agent.


 


(a)                                  The
Company will keep, at an office or agency to be maintained by it in the Borough
of Manhattan, the City of New York, or in any other office or agency of the
Company in a Place of Payment, where Registered Warrants may be presented for
registration or presented and surrendered for registration of transfer or of
exchange (the “Registrar”), a
security register for the registration and the registration of transfer or of
exchange of the Registered Warrants (the registers maintained in such office
and in any other office or agency of the Company in a Place of Payment being
herein sometimes collectively referred to as the “Register”), as in this Agreement provided, which Register
shall at all reasonable times be open for inspection by the Warrant Agent.  Such Register shall be in written form or in
any other form capable of being converted into written form within a reasonable
time.  The Company may appoint one or
more co-Registrars; the term “Registrar” includes any co-Registrar.  The Company hereby appoints the Warrant Agent
at its


 


15

















 


Corporate Trust Office as Registrar in
connection with the Warrants and this Agreement, until such time as another
Person is appointed as such.


 


(b)                                 The
Company will maintain in each Place of Payment for any series of Warrants, an
office or agency where Warrants of such series may be presented or surrendered
for payment or where notices and demands to or upon the Company in respect of
the Warrants of such series and this Agreement may be served (the “Paying Agent”).  So long as any Bearer Warrants of any series
remain outstanding, the Company will maintain for such purposes one or more
offices or agencies outside the United States in such city or cities specified
pursuant to Section 3.01 and, if any Bearer Warrants are listed on a
securities exchange that requires an office or agency for the payment of any
amounts on such Bearer Warrants in a location other than the location of an
office or agency specified pursuant to Section 3.01, the Company will
maintain for such purposes an office or agency in such location so long as any
Bearer Warrants are listed on such securities exchange and such exchange so
requires.  The Company will give prompt
written notice to the Warrant Agent of the location, and any change in the
location, of such office or agency.  If
at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Warrant Agent with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Warrant Agent (in the case of Registered
Warrants) and at the principal London office of the Warrant Agent (in the case
of Bearer Warrants).  The Company hereby
appoints the Warrant Agent at its Corporate Trust Office as Paying Agent in
connection with the Warrants and this Agreement, until such time as another
Person is appointed as such.


 


(c)                                  The
Company may also from time to time designate different or additional offices or
agencies where the Warrants of any series may be presented or surrendered for
any or all of the purposes described in Sections 3.04(a) and 3.04(b) (in
or outside of such Place of Payment), and may from time to time rescind any
such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligations described
in the preceding paragraphs.  The Company
will give prompt written notice to the Warrant Agent of any such additional
designation or rescission of designation and of any change in the location of
any such different or additional office or agency.  The Company shall enter into an appropriate
agency agreement with any Registrar or Paying Agent not a party to this
Agreement.  The agreement shall implement
the provisions of this Agreement that relate to such agent.  The Company shall notify the Warrant Agent of
the name and address of each such agent. 
If the Company fails to maintain a Registrar or Paying Agent, the
Warrant Agent shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 7.02(a). 
The Company or any Affiliate of the Company may act as Registrar or
Paying Agent.


 


SECTION 3.05.                 DTC Agent.


 


(a)                                  The
Company may from time to time designate an office or agency (the “DTC Agent”), which acts as agent for the
Depositary or any successor depositary selected by the Company, to accept
delivery of each Global Warrant representing the Warrants and record such
Global Warrant in the book-entry system maintained by the Depositary (a “Book-Entry Warrant”).  In connection with the qualification of the
Book-Entry Warrants for eligibility in the book-entry system maintained by the
Depositary, the DTC Agent will perform the custodial, document control and


 


16

















 


administrative functions described in the agency
agreement into which the DTC Agent and the Company may enter.


 


(b)                                 The
Company may also from time to time designate different or additional offices or
agencies where the Warrants of any series may be presented or surrendered for
any or all of the purposes described in Section 3.05(a), and may from time
to time rescind any such designation. 
The Company will give prompt written notice to the Warrant Agent of any
such additional designation or rescission of designation and of any change in the
location of any such different or additional office or agency.  The Company shall enter into an appropriate
agency agreement with any DTC Agent not a party to this Agreement.  The agreement shall implement the provisions
of this Agreement that relate to such agent. 
The Company shall notify the Warrant Agent of the name and address of
each such agent.  The Company or any
Affiliate of the Company may act as DTC Agent.


 


SECTION 3.06.                 Transfer and
Exchange.


 


(a)                                  Transfer.


 


(i)                                     Upon
surrender for registration of transfer of any Registered Warrant of any series
at the Registrar, the Company shall execute, and the Warrant Agent or any
Authenticating Agent shall authenticate and deliver, in the name of the
designated transferee, one or more new Registered Warrants of the same series
for like aggregate amount of any authorized denomination or denominations.  The transfer of any Warrant shall not be
valid as against the Company or the Warrant Agent unless registered at the
Registrar by the registered holder, or by his or her attorney duly authorized
in writing.


 


(ii)                                  Notwithstanding
any other provision of this Section, unless and until it is exchanged in whole
or in part for the individual Warrants represented thereby, a Global Warrant
representing all or a portion of the Warrants of a series may not be
transferred except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary for such series or a nominee of such successor
Depositary.


 


(b)                                 Exchange.


 


(i)                                     At
the option of the holder, Registered Warrants of any series (other than a
Global Warrant, except as set forth below) may be exchanged for other Registered
Warrants of the same series for like aggregate amount of any authorized
denomination or denominations, upon surrender of the Registered Warrants to be
exchanged at the Registrar.  Except as
otherwise specified pursuant to Section 3.01, in no event may Registered
Warrants, including Registered Warrants received in exchange for Bearer
Warrants, be exchanged for Bearer Warrants.


 


(ii)                                  At
the option of the holder, except as otherwise specified as contemplated by Section 3.01(s) with
respect to a Global Warrant representing Bearer Warrants, Bearer Warrants of
any series may be exchanged for


 


17

















 


Registered
Warrants (if the Warrants of such series are issuable as Registered Warrants)
or Bearer Warrants of the same series, for like aggregate amount of any
authorized denomination or denominations, upon surrender of the Bearer Warrants
to be exchanged at the office or agency of the Company maintained for such
purpose; provided, however, that delivery of a Bearer Warrant
shall occur only outside the United States.


 


(iii)                               Whenever
any Warrants are so surrendered for exchange, the Company shall execute, and
the Warrant Agent shall authenticate and deliver, the Warrants that the holder
making the exchange is entitled to receive.


 


(iv)                              Notwithstanding
the foregoing, the exchange of Bearer Warrants for Registered Warrants will be
subject to the provisions of United States income tax laws and regulations
applicable to Warrants in effect at the time of such exchange.


 


(c)                                  Exchange of Global Warrants for Individual
Warrants.  Except as provided
below, owners of beneficial interests in Global Warrants will not be entitled
to receive individual Warrants.


 


(i)                                     Individual
Warrants shall be issued to all owners of beneficial interests in a Global
Warrant in exchange for such interests if:


 


(A)                              at
any time the Depositary for the Warrants of a series notifies the Company that
it is unwilling or unable to continue as Depositary for the Warrants of such
series or if at any time the Depositary for the Warrants of such series shall
no longer be eligible under Section 3.02(h) and, in each case, a
successor Depositary is not appointed by the Company within 90 days of such
notice, or


 


(B)                                the
Company executes and delivers to the Warrant Agent and the Registrar an
Officers’ Certificate stating that such Global Warrant shall be so
exchangeable.


 


In connection
with the exchange of an entire Global Warrant for individual Warrants pursuant
to this subsection (c), such Global Warrant shall be deemed to be surrendered
to the Warrant Agent for cancellation, and the Company shall execute, and the
Warrant Agent, upon receipt of a Company Order for the authentication and
delivery of individual Warrants of such series, will authenticate and deliver
to each beneficial owner identified by the Depositary in exchange for its
beneficial interest in such Global Warrant, an equal aggregate amount of
individual Warrants of authorized denominations.


 


(ii)                                  If
specified by the Company pursuant to Section 3.01 with respect to a series
of Warrants, the Depositary for such series of Warrants may surrender a Global
Warrant for such series of Warrants in exchange in whole or in part for
individual Warrants of such series on such terms as are acceptable to the
Company and such Depositary.  Thereupon,
the Company shall execute, and the Warrant Agent shall authenticate and
deliver, without service charge,


 


18

















 


(A)                              to
each Person specified by such Depositary a new individual Warrant or Warrants
of the same series, of any authorized denomination as requested by such Person
in aggregate amount equal to and in exchange for such Person’s beneficial
interest in the Global Warrant; and


 


(B)                                to
such Depositary a new Global Warrant in a denomination equal to the difference,
if any, between the amount of the surrendered Global Warrant and the aggregate
amount of individual Warrants delivered to holders thereof.


 


(iii)                               In
any exchange provided for in clauses (i) through (ii), the Company will
execute and the Warrant Agent will authenticate and deliver individual Warrants
(a) in registered form in authorized denominations, if the Warrants of
such series are issuable as Registered Warrants, (b) in bearer form in
authorized denominations, if the Warrants of such series are issuable as Bearer
Warrants or (c) as either Registered or Bearer Warrants, if the Warrants
of such series are issuable in either form; provided,
however, that individual Bearer
Warrants shall be delivered in exchange for a Global Warrant only in accordance
with the procedures specified pursuant to Section 3.01.


 


(iv)                              Upon
the exchange in full of a Global Warrant for individual Warrants, such Global
Warrant shall be canceled by the Warrant Agent. 
Individual Registered Warrants issued in exchange for a Global Warrant
pursuant to this Section shall be registered in such names and in such
authorized denominations as the Depositary for such Global Warrant, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Warrant Agent.  The Warrant
Agent shall deliver such Registered Warrants to the Persons in whose names such
Registered Warrants are so registered. 
The Warrant Agent shall deliver individual Bearer Warrants issued in
exchange for a Global Warrant pursuant to this Section to the Persons and
in such authorized denominations as the Depositary for such Global Warrant,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Warrant Agent; provided,
however, that individual Bearer
Warrants shall be delivered in exchange for a Global Warrant only in accordance
with the procedures as may be specified pursuant to Section 3.01.


 


(d)                                 Notwithstanding
the foregoing, the exchange of Bearer Warrants for Registered Warrants will be
subject to the provisions of United States income tax laws and regulations
applicable to Warrants in effect at the time of such exchange.


 


(e)                                  All
Warrants issued upon any registration of transfer or exchange of Warrants shall
be valid obligations of the Company evidencing the same debt, and entitled to
the same benefits under this Agreement, as the Warrants surrendered for such
registration of transfer or exchange.


 


(f)                                    Every
Registered Warrant presented or surrendered for registration of transfer, or
for exchange or payment shall (if so required by the Company, the Warrant Agent
or the Registrar) be duly endorsed, or be accompanied by a written


 


19

















 


instrument or instruments of transfer in form
satisfactory to the Company, the Warrant Agent and the Registrar, duly executed
by the holder thereof or by his or her attorney duly authorized in writing.


 


(g)                                 No
service charge will be made for any registration of transfer or exchange of
Warrants except as provided in Section 3.03(b) or 3.07.  The Company may require payment of a sum
sufficient to cover any tax, assessment or other governmental charge that may
be imposed in connection with any registration of transfer or exchange of
Warrants, other than those expressly provided in this Agreement to be made at
the Company’s own expense or without expense or charge to the holders.


 


(h)                                 Prior
to the due presentation for registration of transfer or exchange of any
Warrant, the Company, the Warrant Agent, the Paying Agent, the Registrar or any
co-Registrar may deem and treat the Person in whose name a Warrant is
registered as the absolute owner of such Warrant (whether or not such Warrant
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for all purposes whatsoever, and none of the Company, the Warrant
Agent, the Paying Agent, the Registrar or any co-Registrar shall be affected by
any notice to the contrary.


 


(i)                                     In
case a successor Company (“Successor Company”)
has executed a warrant agreement supplemental hereto with the Warrant Agent,
any of the Warrants authenticated or delivered prior to such transaction may,
from time to time, at the request of the Successor Company, be exchanged for
other Warrants executed in the name of the Successor Company with such changes
in phraseology and form as may be appropriate, but otherwise identical to the
Warrants surrendered for such exchange and of like amount; and the Warrant
Agent, upon Company Order of the Successor Company, shall authenticate and
deliver Warrants as specified in such order for the purpose of such
exchange.  If Warrants shall at any time
be authenticated and delivered in any new name of a Successor Company pursuant
to this Section 3.06 in exchange or substitution for or upon registration
of transfer of any Warrants, such Successor Company, at the option of the
holders but without expense to them, shall provide for the exchange of all
Warrants at the time outstanding for Warrants authenticated and delivered in such
new name.


 


(j)                                     Each
holder of a Warrant agrees to indemnify the Company and the Warrant Agent
against any liability that may result from the transfer, exchange or assignment
of such holder’s Warrant in violation of any provision of this Agreement and/or
applicable United States federal or state securities laws.


 


(k)                                  The
Warrant Agent shall have no obligation or duty to monitor, determine or inquire
as to compliance with any restrictions on transfer imposed under this Agreement
or under applicable law with respect to any transfer of any interest in any
Warrant other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Agreement, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.


 


(l)                                     Neither
the Warrant Agent nor any agent of the Warrant Agent shall have any
responsibility for any actions taken or not taken by the Depositary.


 


20

















 


SECTION 3.07.                 Mutilated,
Destroyed, Lost and Stolen Warrants.


 


(a)                                  If
(i) any mutilated Warrant is surrendered to the Warrant Agent at its
Corporate Trust Office (in the case of Registered Warrants) or at its principal
London office (in the case of Bearer Warrants) or (ii) the Company and the
Warrant Agent receive evidence to their satisfaction of the destruction, loss
or theft of any Warrant, and there is delivered to the Company and the Warrant
Agent security or indemnity satisfactory to them to save each of them and any
Paying Agent harmless, and neither the Company nor the Warrant Agent receives
notice that such Warrant has been acquired by a protected purchaser, then the
Company shall execute and upon Company Order the Warrant Agent shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Warrant, a new Warrant of the same series and of like
tenor, form, terms and amount, bearing a number not contemporaneously
outstanding.


 


(b)                                 In
case any such mutilated, destroyed, lost or stolen Warrant has become or is
about to become exercisable and payable, the Company in its discretion may,
instead of issuing a new Warrant, pay the amount due on the exercise of such
Warrant in accordance with its terms; provided,
however, that any payment on
Bearer Warrants shall be made only at an office or agency located outside the
United States.


 


(c)                                  Upon
the issuance of any new Warrant under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in respect thereto and any other expenses (including the fees
and expenses of the Warrant Agent) connected therewith.


 


(d)                                 Every
new Warrant of any series issued pursuant to this Section shall constitute
an original additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Warrant shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Agreement equally and
proportionately with any and all other Warrants of that series duly issued
hereunder.


 


(e)                                  The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Warrants.


 


SECTION 3.08.                 Cancellation.  Unless otherwise specified pursuant to Section 3.01
for Warrants of any series, all Warrants surrendered for payment, registration
of transfer or exchange or otherwise shall, if surrendered to any Person other
than the Warrant Agent, be delivered to the Warrant Agent for cancellation and
shall be promptly canceled by it and, if surrendered to the Warrant Agent,
shall be promptly canceled by it.  The
Company may at any time deliver to the Warrant Agent for cancellation any
Warrants previously authenticated and delivered hereunder that the Company may
have acquired in any manner whatsoever, and all Warrants so delivered shall be
promptly canceled by the Warrant Agent. 
No Warrants shall be authenticated in lieu of or in exchange for any
Warrants canceled as provided in this Section, except as expressly permitted by
this Agreement.  The Warrant Agent shall
dispose of all canceled Warrants held by it in accordance with its then
customary procedures and deliver a certificate of such disposal to the
Company.  The acquisition of any Warrants
by the Company shall not operate as


 


21

















 


satisfaction of the obligation represented
thereby unless and until such Warrants are surrendered to the Warrant Agent for
cancellation.


 


SECTION 3.09.                 Currency of
Payments in Respect of Cash-Settled Warrants.


 


(a)                                  Except
as otherwise specified pursuant to Section 3.01 for Bearer Warrants of any
series, payment of the Settlement Amount, if any, on Bearer Warrants of such
series denominated in any Currency will be made in such Currency.


 


(b)                                 Except
as otherwise specified pursuant to Section 3.01 for Registered Warrants of
any series, payment of the Settlement Amount, if any, on Registered Warrants of
such series will be made in U.S. Dollars.


 


(c)                                  For
purposes of any provision of this Agreement where the holders of outstanding
Warrants may perform an action that requires that a specified percentage of the
outstanding Warrants of all series perform such action and for purposes of any
decision or determination by the Warrant Agent of amounts due and unpaid on the
Warrants of all series in respect of which monies are to be disbursed ratably,
the Settlement Amount, if any, on the outstanding Warrants denominated in a
Foreign Currency will be the amount in U.S. Dollars based upon exchange rates,
determined as specified pursuant to Section 3.01 for Warrants of such
series, as of the date for determining whether the holders entitled to perform
such action have performed it or as of the date of such decision or
determination by the Warrant Agent, as the case may be.


 


(d)                                 Any
decision or determination to be made regarding exchange rates shall be made by
an agent appointed by the Company; provided
that such agent shall accept such appointment in writing and the terms of such
appointment shall, in the opinion of the Company at the time of such
appointment, require such agent to make such determination by a method consistent
with the method provided pursuant to Section 3.01 for the making of such
decision or determination.  All decisions
and determinations of such agent regarding exchange rates shall be in its sole
discretion and shall, in the absence of manifest error, be conclusive for all
purposes and irrevocably binding upon the Company, the Warrant Agent and all
holders of the Warrants.


 


SECTION 3.10.                 Return of
Monies Held Unclaimed for Two Years. 
Any money deposited with the Warrant Agent or any Paying Agent, or then
held by the Company, for the payment on any Warrant of any series and remaining
unclaimed for two years after such payment has become due and payable shall be
paid to the Company upon Company Order along with, if applicable, any interest
that has accumulated thereon as a result of such money being invested at the
direction of the Company and the holder of such Warrant shall thereafter, as an
unsecured general creditor, look only to the Company for payment of such
amounts without interest thereon, and all liability of the Warrant Agent, the
Company or such Paying Agent with respect to such money shall thereupon cease; provided, however,
that the Warrant Agent or such Paying Agent before being required to make any
such repayment, may at the expense of the Company cause to be transmitted in
the manner and to the extent provided by Section 8.04, notice that such
money remains


 


22

















 


unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such mailing,
any unclaimed balance of such money then remaining will be repaid to the
Company.


 


SECTION 3.11.                 Judgments.  The Company may provide pursuant to Section 3.01
for Warrants of any series that (a) the obligation, if any, of the Company
to make payments on the Warrants of any series in a Foreign Currency or U.S.
Dollars (the “Designated Currency”)
as may be specified pursuant to Section 3.01 is of the essence and agrees
that, to the fullest extent possible under applicable law, judgments in respect
of such Warrants shall be given in the Designated Currency; (b) the
obligation of the Company to make payments in the Designated Currency on such
Warrants shall, notwithstanding any payment in any other Currency (whether
pursuant to a judgment or otherwise), be discharged only to the extent of the
amount in the Designated Currency that the holder receiving such payment may,
in accordance with normal banking procedures, purchase with the sum paid in
such other Currency (after any premium and cost of exchange) on the business
day in the country of issue of the Designated Currency or in the international
banking community (in the case of a composite currency) immediately following
the day on which such holder receives such payment; (c) if the amount in
the Designated Currency that may be so purchased for any reason falls short of
the amount originally due, the Company shall pay such additional amounts as may
be necessary to compensate for such shortfall; and (d) any obligation of
the Company not discharged by such payment shall be due as a separate and
independent obligation and, until discharged as provided herein, shall continue
in full force and effect.


 


SECTION 3.12.                 CUSIP Numbers.  The Company in issuing any Warrants may use
CUSIP numbers, if then generally in use, and thereafter with respect to such
series, the Warrant Agent may use such numbers in any notice of exchange with
respect to such series provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Warrants or as contained in any notice of exchange and that reliance may
be placed only on the other identification numbers printed on the Warrants, and
any such exchange shall not be affected by any defect in or omission of such
numbers.  The Company will promptly
notify the Warrant Agent in writing of any change in the CUSIP numbers.


 


SECTION 3.13.                 Re-opening of
Issuance.  The Company reserves the
right to issue, from time to time after the date of issuance of Warrants of a
series, additional Warrants that will constitute the same series.  If the Warrants of such series are
represented by one or more Global Warrants that are Registered Warrants, in
connection with such additional issuance, such Global Warrant(s) may be
exchanged for one or more new Global Warrants to reflect the issuance by the
Company of such additional Warrants of the same series.  To effect such an exchange, the Company shall
deliver to the Warrant Agent such new Global Warrant(s) duly executed on
its behalf, such Global Warrants shall be authenticated by the Warrant Agent as
provided for herein, and such Global Warrants shall be delivered to the
Depositary in exchange for, and upon receipt of, the Global Warrants then held
by the Depositary.  The Warrant Agent
shall cancel and destroy the old Global Warrants so delivered and provide a
certificate of cancellation and destruction to the Company.


 


23
















 


ARTICLE
IV

EXERCISE OF WARRANTS


 


SECTION 4.01.                 General.  Each Warrant of any series entitles the
holder thereof, subject to the provisions of this Agreement, to receive, upon
exercise, the applicable Settlement Amount, if any, to be delivered upon
exercise with respect to such Warrant as specified pursuant to Section 3.01.  Warrants of any series may be exercised only
in such minimum amounts and multiples of Warrants as may be specified pursuant
to Section 3.01.  An exercise price
or other amount of cash or underlying assets may be payable by a holder upon
exercise of a Warrant of any series if so specified pursuant to Section 3.01.  The Company may appoint a Calculation Agent
with respect to each series of Warrants to make such calculations as may be
required with respect to such series of Warrants.


 


SECTION 4.02.                 Exercise and
Delivery of Warrants; Delivery of Settlement Amount.  Unless different procedures are specified
with respect to the Warrants of a series pursuant to Section 3.01, the
following procedures shall apply:


 


(a)                                  The
Warrant Agent shall, following receipt of proper delivery of a Warrant,
accompanied by an exercise notice (an “Exercise
Notice”) to the Warrant Agent at its address, which notice shall be
substantially in such form as the Company and the Warrant Agent may approve:


 


(i)                                     promptly
determine whether such Exercise Notice has been duly completed and is in proper
form and, if the Warrant Agent determines that the Exercise Notice has not been
duly completed or is not in proper form, the Warrant Agent promptly shall (x) reject
such Exercise Notice and shall send to the entity that executed such Exercise
Notice a notice of rejection substantially in such form as the Company and the
Warrant Agent may approve and shall redeliver such Warrants free through the
facilities of the Depositary to the account from which they were transferred to
the Warrant Agent and (y) shall not take the actions required by clauses
(ii)-(iii) below with respect to such Exercise Notice or the related
Warrants; provided, however, that the Warrant Agent shall
deliver a copy of the Exercise Notice relating to such Warrants to the Company
as required by Section 4.02(a)(iii) below and the Company may waive
any defect in the form of such Exercise Notice;


 


(ii)                                  notify
the Company and the calculation agent designated for the particular series of
Warrants, if any (the “Calculation Agent”),
the Paying Agent (if a Person different than the Warrant Agent), and such other
parties as the Company shall designate in writing, by 5:00 p.m., New York
City time, on the Business Day on which such Exercise Notice was received of (x) the
total number of Warrants covered by such Exercise Notice (y) the account
details for payment of the Cash Settlement Amount or delivery details for
payment of the Physical Settlement Amount, and (z) such additional
information relating to such exercised Warrants as the Company requests to
enable the Company to make payment to the Warrant Agent of the aggregate
amount, if any, payable to Warrant holders on the Settlement Date; and


 


24

















 


(iii)                               promptly
deliver a copy of each Exercise Notice 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 by the Warrant Agent to the Company, the Calculation Agent, the Paying
Agent, or any other parties designated by the Company pursuant to this Section 4.02
shall be by telephone (promptly confirmed in writing) or facsimile.


 


(b)                                 On
or about the third Business Day prior to each Exercise Date, the Company will
notify the Warrant Agent or, if applicable, the relevant Paying Agent, in
writing, of the Settlement Amount, if any, to be delivered upon exercise with
respect to the Warrants to be exercised;
provided, however,
that if a Calculation Agent is appointed with respect to any series of
Warrants, the Calculation Agent will notify the Company and the Warrant Agent
or, if applicable, the relevant Paying Agent, in writing, of such Settlement
Amount.  Upon notification from the
Company or, if applicable, the Calculation Agent, the Warrant Agent will notify
the Depositary of such Settlement Amount.


 


(c)                                  The
Warrant Agent or, if applicable, the relevant Paying Agent and the Company will
confirm the Settlement Amount with respect to each Warrant being exercised on
or about the second Business Day preceding the Exercise Date of such Warrant.


 


(d)                                 With
respect to Cash Settled Warrants,


 


(i)                                     by
9:30 a.m., New York City time, on the Settlement Date, against payment, if
applicable, to the Warrant Agent or, if applicable, the relevant Paying Agent,
of the aggregate exercise price for the Warrants to be exercised and any
exercise expenses, the Company shall make payment of the Cash Settlement Amount
to be delivered with respect to such exercised Warrants to an account (the “Payment Account”) designated by the Warrant
Agent or, if applicable, the relevant Paying Agent; and


 


(ii)                                  on
the Settlement Date,


 


(A)                              if
applicable, the Warrant holder shall deliver to the Warrant Agent or, if
applicable, the relevant Paying Agent, by 10:00 a.m., New York City time,
the aggregate exercise price for the Warrants being exercised and any exercise
expenses as may be required to be delivered as specified pursuant to Section 3.01;


 


(B)                                if
applicable, the Warrant Agent or, if applicable, the relevant Paying Agent,
shall cause payment to be made to the Company of the aggregate exercise price
for such Warrants or such other amount of cash and expenses; and


 


(C)                                the
Warrant Agent or, if applicable, the relevant Paying Agent, shall withdraw from
the Payment Account the Settlement Amount to be delivered upon exercise, and by
10:00 a.m., New York City time, shall credit such Settlement Amount to the
account of the former holder of such exercised Warrants specified in, and in


 


25

















 


accordance
with, the instructions of such former holder contained in such former holder’s
Exercise Notice; provided, however, that the Warrant Agent or, if
applicable, the relevant Paying Agent, will not be obligated to make such
payments until it is reasonably satisfied that delivery to it of funds
sufficient to pay the Settlement Amount will be made.


 


(e)                                  With
respect to Physical Delivery Warrants, against the payment, if applicable, to
the Warrant Agent or, if applicable, the relevant Paying Agent, of the
aggregate exercise price for the Warrants to be exercised and any exercise
expenses, the Company shall, on the Settlement Date, deliver, or procure the
delivery of, the Physical Settlement Amount pursuant to the details specified
in, and in accordance with, the instructions of the former holder contained in
such former holder’s Exercise Notice.


 


(f)                                    The
Warrant Agent shall not, in the absence of negligence, bad faith or willful
misconduct on its part, be subject to any liability whatsoever to any such
former holder for the credit of the Settlement Amount to be delivered upon
exercise to the account specified by such former holder.  No interest will be paid on Settlement
Amounts to be received by a holder for the period between the Actual Exercise
Date and the credit of the Settlement Amount to be delivered upon exercise to
the account specified by such former holder.


 


(g)                                 The
Warrant Agent shall cause its records, which may be kept electronically, to be
marked to reflect the reduction in the amount of Warrants represented by any
Global Warrant by the amount of Warrants that were delivered to the Warrant
Agent and for which payment has been made as provided in Sections 4.02(c) or
4.02(d) promptly after such delivery and payment.  Absent manifest error, the Warrant Agent’s
records shall be conclusive evidence of such matters.


 


(h)                                 An
Exercise Notice shall be unconditional. 
Except as otherwise provided herein, the Warrant Agent shall be
entitled, with no duty of inquiry, to rely conclusively on any Exercise Notice
received by it.


 


SECTION 4.03.                 Automatic
Exercise of Warrants.  If the terms
relating to any series of Warrants specifies pursuant to Section 3.01 that
the Warrants will be deemed to be exercised automatically upon the occurrence
of a specified event or events or at a specified time (an “Automatic Exercise”), and unless different
procedures are specified for such series of Warrants pursuant to Section 3.01,
the following procedures (the “Automatic
Exercise Procedures”) shall apply:


 


(a)                                  The
Warrant Agent shall by 5:00 p.m., New York City time, on the day specified
for Automatic Exercise of the Warrants of such series, notify the Company and
the Calculation Agent, if any (and such other parties as the Company shall
designate in writing), of (i) the aggregate amount of Warrants to be
automatically exercised on such day and (ii) such other matters or
additional information relating to the automatically exercised Warrants as the
Company requests to enable the Company to make payment to the Warrant Agent of
the aggregate amount, if any, payable to Warrant holders on the Settlement Date
applicable to such automatically exercised Warrants.


 


26

















 


(b)                                 On
or about the third Business Day prior to each Exercise Date, the Company will
notify the Warrant Agent or, if applicable, the relevant Paying Agent, in
writing, of the Settlement Amount, if any, to be delivered upon exercise with
respect to such automatically exercised Warrants; provided, however,
that if a Calculation Agent is appointed with respect to any series of
Warrants, the Calculation Agent will notify the Company and the Warrant Agent
or, if applicable, the relevant Paying Agent, in writing, of such Settlement
Amount.  Upon notification from the
Company or, if applicable, the Calculation Agent, the Warrant Agent will notify
the Depositary of such Settlement Amount.


 


(c)                                  The
Warrant Agent or, if applicable, the relevant Paying Agent and the Company will
confirm the Settlement Amount with respect to each Warrant to be automatically
exercised on or about the second Business Day preceding the Exercise Date of
such Warrant.


 


(d)                                 With
respect to Cash Settled Warrants,


 


(i)                                     by
9:30 a.m., New York City time, on the Settlement Date, against payment, if
applicable, the Warrant Agent or, if applicable, to the relevant Paying Agent,
of the aggregate exercise price for the Warrants to be automatically exercised
and any exercise expenses, the Company shall make payment of the Cash
Settlement Amount to be delivered with respect to such automatically exercised
Warrants to the Payment Account; and


 


(ii)                                  on
the Settlement Date,


 


(A)                              if
applicable, the Warrant holder shall deliver to the Warrant Agent or, if
applicable, the relevant Paying Agent, by 10:00 a.m., New York City time,
the aggregate exercise price for the Warrants being automatically exercised and
any exercise expenses as may be required to be delivered as specified pursuant
to Section 3.01;


 


(B)                                if
applicable, the Warrant Agent or, if applicable, the relevant Paying Agent,
shall cause payment to be made to the Company of the aggregate exercise price
for such Warrants or such other amount of cash and expenses; and


 


(C)                                the
Warrant Agent or, if applicable, the relevant Paying Agent, shall withdraw from
the Payment Account the Settlement Amount to be delivered upon exercise, and by
10:00 a.m., New York City time, shall credit such Settlement Amount to the
account of the former holder of such automatically exercised Warrants specified
in, and in accordance with, the instructions of such former holder contained in
such former holder’s Exercise Notice; provided,
however, that the Warrant Agent
or, if applicable, the relevant Paying Agent, will not be obligated to make
such payments until it is reasonably satisfied that delivery to it of funds
sufficient to pay the Settlement Amount will be made.


 


(e)                                  With
respect to Physical Delivery Warrants, against payment, if applicable, to the
Warrant Agent or, if applicable, the relevant Paying Agent, of the


 


27

















 


aggregate exercise price for the Warrants to
be exercised and any exercise expenses, the Company shall, on the Settlement
Date, deliver, or procure the delivery of, the Settlement Amount pursuant to
the details specified in, and in accordance with, the instructions of the
former holder contained in such former holder’s Exercise Notice.


 


(f)                                    The
Warrant Agent shall not, in the absence of negligence, bad faith or willful
misconduct on its part, be subject to any liability whatsoever to any such
former holder for the credit of the Settlement Amount to be delivered upon
automatic exercise to the account specified by such former holder.  No interest will be paid on Settlement
Amounts to be received by a holder for the period between the Exercise Date and
the credit of the Settlement Amount to be delivered upon exercise to the
account specified by such former holder.


 


ARTICLE
V

OTHER PROVISIONS RELATING TO

RIGHTS OF WARRANT HOLDERS


 


SECTION 5.01.                 Merger,
Consolidation, Sale, Transfer or Conveyance.  (a) The Company will not consolidate
with any other entity or accept a merger of any other entity into the Company
or permit the Company to be merged into any other entity, or sell other than
for cash or lease all or substantially all its assets to another entity, or
purchase all or substantially all the assets of another entity, unless (i) either
the Company shall be the continuing entity, or the successor, transferee or
lessee entity (if other than the Company) shall expressly assume, by amendment
to this Agreement, executed and delivered by such entity prior to or
simultaneously with such consolidation, merger, sale or lease, the due and
punctual payment or delivery of the amount of money or underlying assets
payable upon exercise with respect to all the Warrants, and the due and
punctual performance and observance of all other obligations to the holders and
the Warrant Agent under this Agreement or under the Warrants to be performed or
observed by the Company; and (ii) immediately after such consolidation,
merger, sale, lease or purchase the Company or the successor, transferee or
lessee entity (if other than the Company) would not be in default in the
performance of any covenant or condition of this Agreement.  A purchase by a Subsidiary of all or
substantially all of the assets of another entity shall not be deemed to be a
purchase of such assets by the Company.


 


(b)                                 Upon
any consolidation with or merger into any other entity, or any conveyance or
lease of all or substantially all of the assets of the Company in accordance
with this Section 5.01, the successor entity formed by such consolidation
or into or with which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Agreement with the
same effect as if such successor entity had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Company shall be
relieved of all obligations and covenants under this Agreement and the
Warrants.


 


SECTION 5.02.                 Rights
Conferred by Warrants.  The Warrants
of any series shall not entitle the holders thereof to any rights (including,
but not limited to, the rights of the holders of any underlying assets,
including securities, to be delivered upon the exercise of any Warrants or
rights of the holders of any securities comprising any index that any Warrants
are based upon) other than those rights


 


28

















 


specified herein or in the Global Warrants
or, if any, definitive certificated Warrants relating to such Warrants.


 


SECTION 5.03.                 Notice of
Certain Events.  Unless otherwise
required by applicable law or regulation, none of the Company or any of its
affiliates will be obligated to notify the holders of the Warrants of any
series of any developments that could affect the amount of and/or the date for
payment or delivery of the Settlement Amount, if any, to be delivered upon
exercise with respect to such Warrants.


 


SECTION 5.04.                 Disclaimer of
Responsibility for Calculations or Determinations.  None of the Company or any of its affiliates
will have any responsibility for errors or omissions in connection with the
exercise of Warrants of any series. 
Affiliates of the Company making any such calculations or determinations
on behalf of the Company shall not be deemed agents of the holders, and their
calculations or determinations shall (except in the case of manifest error) be
final and binding on the Company and the holders.


 


SECTION 5.05.                 Warrant holder
May Enforce Rights. 
Notwithstanding any of the provisions of this Agreement, any Warrant
holder, 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
VI

WARRANTS ACQUIRED BY THE COMPANY; PAYMENT OF TAXES


 


SECTION 6.01.                 Warrants
Acquired by the Company.  (a) In
the event the Company shall purchase or otherwise acquire Warrants of a series,
such Warrants may, at the option of the Company and upon delivery of a
surrender order (in the form required by the Depositary) to the Warrant Agent,
be withdrawn from the Depositary for surrender to the Warrant Agent.  The Warrant Agent shall reduce on its records
the aggregate outstanding amount of Warrants of such series by the aggregate
amount of Warrants acquired and surrendered by the Company.  If the Warrants to be surrendered represent
the aggregate outstanding amount of the Warrants of a series, the Warrant Agent
shall promptly note the cancellation of such Warrants by notation on the
records of the Warrant Agent.  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 Warrant Agent.


 


(b)                                 Any
canceled Global Warrants held by the Warrant Agent under this Agreement shall
be destroyed by the Warrant Agent unless otherwise directed in writing by the
Company, and the Warrant Agent shall deliver a certificate of destruction to
the Company evidencing the same.


 


SECTION 6.02.                 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


 


29

















 


interest in, or ownership interest of, any
Warrants, which tax or other governmental charge shall be paid by the
appropriate Warrant holder.


 


ARTICLE
VII

CONCERNING THE WARRANT AGENT


 


SECTION 7.01.                 Warrant Agent.  (a) 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 the Global Warrants of any series or
definitive certificated Warrants relating to such Warrants, if any, are subject
to and governed by the terms and provisions hereof.


 


(b)                                 The
Company hereby appoints [ ] (“[ ]”)
as initial Warrant Agent of the Company in respect of series of Warrants to be
issued upon the terms and subject to the conditions set forth herein; and [ ]
hereby accepts such appointment.  The
Warrant Agent 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 payment of any amounts
due under the Warrants of any series, as calculated by the Calculation Agent
for that series, and the timely settlement of the Warrants upon exercise
thereof.


 


(c)                                  The
Company may from time to time, in connection with the issuance of one or more
series of Warrants, appoint one or more additional agents under this Agreement
to act as Warrant Agent with respect to such series of Warrants.  The Company shall enter into a supplemental
Warrant Agreement with any Warrant Agent not a party to this Agreement,
pursuant to which such Warrant Agent will become a party to this Agreement with
respect to such series of Warrants.


 


(d)                                 The
Warrant Agent covenants and agrees to maintain offices, staffed by qualified
personnel, with adequate facilities for the discharge of its responsibilities
hereunder, including, without limitation, the timely settlement of Warrants
upon the exercise thereof.


 


SECTION 7.02.                 Conditions of
Warrant Agent’s Obligations.  The
Warrant Agent accepts its obligations herein set forth upon the terms and
conditions hereof, including the following, to all of which the Company agrees
and to all of which the rights hereunder of the Warrant holders shall be
subject:


 


(a)                                  The
Warrant Agent shall be entitled to such compensation as the Company and the
Warrant Agent shall from time to time agree in writing for all services
rendered by the Warrant Agent hereunder (including in any other agent capacity
in which it acts).  The Company shall
reimburse the Warrant Agent for its reasonable out-of-pocket expenses incurred
by the Warrant Agent without negligence, bad faith or willful misconduct 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 incurred without negligence, bad faith or willful misconduct 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 or liability in


 


30

















 


connection with the exercise or performance
of any of its powers or duties hereunder. 
This section shall survive the termination of this Agreement and the
earlier removal or resignation of the Warrant Agent.


 


(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 satisfactory 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)                                 Any
request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by, and whenever in the administration of this Agreement
the Warrant Agent shall deem it desirable that a matter be proved or
established prior to taking, offering or omitting any action hereunder, the
Warrant Agent may rely upon, an Officers’ Certificate of the Company (unless
other evidence in respect thereof be herein specifically prescribed); provided, however,
that no additional certificate need be furnished by the Company pursuant to Section 8.02
if the Warrant Agent requests a certificate pursuant to this Section 7.02(d).


 


(e)                                  The
Warrant Agent shall be fully 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 believed by it to be genuine and to have been presented or signed by
the proper parties, and the Warrant Agent may, if it shall deem it necessary or
desirable, request such papers or documents prior to taking any action
hereunder.


 


(f)                                    The
Warrant Agent, and its officers, directors, agents 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 Depositary, 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.


 


(g)                                 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.


 


(h)                                 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 Global Warrants (except its
countersignature thereof).


 


31
















 


(i)                                     The
recitals contained herein and in the Global Warrants (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.


 


(j)                                     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 Global Warrant 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 to make any demand upon the Company.


 


(k)                                  The
Warrant Agent shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, entitlement order, approval or other paper or
document.


 


(l)                                     The
Warrant Agent may execute any of the powers hereunder or perform any duties
hereunder either directly or by or through agents, attorneys, custodians or
nominees appointed with due care, and shall not be responsible for any
misconduct or negligence on the part of any agent, attorney, custodian or
nominee so appointed.


 


SECTION 7.03.                 Resignation
and Appointment of Successor.  (a) The
Company agrees, for the benefit of the holders from time to time of the
Warrants of each series, that there shall at all times be a Warrant Agent
hereunder until all the Warrants of each series are no longer outstanding.


 


(b)                                 The
Warrant Agent may at any time resign as such agent by giving notice in writing
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 Company may remove the Warrant Agent hereunder at any time by giving
notice in writing to the Warrant Agent, 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 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 30 days of the
Warrant Agent’s notice of resignation or its removal, 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 7.02(a) 


 


32

















 


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 described in Section 7.03(b),
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 with respect to the Warrants of one
or more series 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, 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 due and unpaid, shall thereupon become obligated to assign,
transfer, deliver and pay over, and such successor Warrant Agent shall be
entitled to receive, all monies, securities and other property on deposit with
or held by such predecessor, as Warrant Agent hereunder.  Nevertheless, on the written request of the
Company or the successor Warrant Agent, such predecessor, upon payment of its
said charges and disbursements, shall execute and deliver an instrument
transferring to such successor Warrant Agent all the rights and powers of such
predecessor and shall assign, transfer, deliver and pay over to the successor
Warrant Agent all monies, securities and other property held by such
predecessor; and, upon request of any such successor Warrant Agent, the Company
shall make, execute, acknowledge and deliver any and all instruments in writing
for more fully and effectually vesting in and confirming to such successor
Warrant Agent all such authority, rights, powers, immunities, duties and
obligations.


 


(e)                                  Any
Person into which the Warrant Agent hereunder may be merged or converted or any
corporation with which the Warrant Agent may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Warrant
Agent shall be a party, or any Person to which the Warrant Agent shall sell or
otherwise transfer all or substantially all the corporate trust assets and
business of the Warrant Agent, 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; provided that such Person shall be
otherwise qualified as described in Section 7.03(b).  In case at the time such Person shall become
successor Warrant Agent with respect to one or more series of Warrants, any of
such Warrants shall have been authenticated but not delivered by the Warrant
Agent then in office, any


 


33

















 


successor Warrant Agent may
adopt the certificate of authentication of any predecessor, and deliver such
Warrants so authenticated; and in case at that time any of the Warrants shall
not have been authenticated, any successor Warrant Agent may authenticate such
Warrants either in the name of any predecessor hereunder or in the name of the
successor Warrant Agent; and in all such cases such certificates shall have the
full force which it is anywhere in the Warrants or in this Agreement provided
that the certificate of the Warrant Agent shall have; provided, however,
that the right to adopt the certificate of authentication of any predecessor or
authenticate Warrants in the name of any predecessor shall apply only to its
successor or successors by merger, conversion or consolidation.


 


SECTION 7.04.                 Appointment of
Authenticating Agent.  The Warrant
Agent may appoint an agent (the “Authenticating
Agent”) reasonably acceptable to the Company to authenticate the
Warrants.  Unless limited by the terms of
such appointment, any such Authenticating Agent may authenticate Warrants
whenever the Warrant Agent may do so. 
Each reference in this Agreement to authentication by the Warrant Agent
includes authentication by the Authenticating Agent.


 


ARTICLE
VIII


MISCELLANEOUS


 


SECTION 8.01.                 Amendment.  (a) This Agreement and the terms of the
Warrants may be amended by the Company and the Warrant Agent, without the
consent of the Warrant holders, for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective or inconsistent provision
contained herein or therein, to maintain the Warrants’ listing on any national
securities exchange, securities association or self-regulatory organization on
which they are then listed, to register the Warrants under the Exchange Act, to
permit the issuance of individual Warrants to Warrant holders, to reflect the
issuance by the Company of additional warrants of the same series or to reflect
the appointment of a successor Depositary, 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.


 


(b)                                 The
Company and the Warrant Agent may modify or amend this Agreement and the terms
of the related Warrants, with the consent of Warrant holders holding not less
than a majority in amount of the then outstanding Warrants affected by such
modification or amendment, for any purpose; provided,
however, that no such
modification or amendment that changes the determination of the Settlement
Amount of a Warrant (or any aspects of such determination) so as to reduce the
amount receivable upon exercise of a Warrant, shortens the period of time
during which the Warrants may be exercised, or otherwise materially and
adversely affects the exercise rights of the Warrant holders or reduces the
percentage of the amount of outstanding Warrants, the consent of whose holders
is required for modification or amendment of this Agreement or the terms of the
related Warrants, may be made without the consent of each Warrant holder
affected thereby.  In the case of
Warrants represented by a Global Warrant, the Company and the Warrant Agent
shall be entitled to rely upon certification in form satisfactory to each of
them that any requisite consent has been obtained from holders of beneficial
ownership interests in the relevant Warrants. 
Such certification may be provided by the


 


34

















 


Depositary on behalf of its
participants acting on behalf of such beneficial owners, provided that any such
certification states the Warrant holdings of such participants.


 


(c)                                  The
Warrant Agent may, but shall not be obligated to, enter into any amendment of
this Agreement that affects its rights, duties, immunities or indemnities
hereunder.


 


(d)                                 Upon
the execution of any amendment or supplemental agreement pursuant to the
provisions hereof, this Agreement shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligation, duties and immunities under this Warrant Agreement of the
Warrant Agent, the Company and the holders of Warrants of each series affected
thereby shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and conditions of any such amendment or supplemental agreement shall be and be
deemed to be part of the terms and conditions of this Warrant Agreement for any
and all purposes.


 


SECTION 8.02.                 Certificates
and Opinions as to Conditions Precedent.


 


(a)                                  Upon
any request or application by the Company to the Warrant Agent to take any
action under any of the provisions of this Agreement, the Company shall furnish
to the Warrant Agent an Officers’ Certificate stating that all conditions
precedent, if any, provided for in this Agreement relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such document is specifically required by any provision of this
Agreement relating to such particular application or demand, no additional
certificate or opinion need be furnished.


 


(b)                                 Each
certificate or opinion provided for in this Agreement and delivered to the
Warrant Agent with respect to compliance with a condition or covenant provided
for in this Agreement shall include (i) a statement that the Person making
giving such certificate or opinion has read such covenant or condition; (ii) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based; (iii) a statement that, in the view or opinion of such Person,
he or she has made such examination or investigation as is necessary to enable
such Person to express an informed view or opinion as to whether or not such
covenant or condition has been complied with; and (iv) a statement as to
whether or not, in the view or opinion of such Person, such condition or
covenant has been complied with.


 


(c)                                  Any
certificate, statement or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his or certificate, statement or opinion
is based are erroneous.  Any certificate,
statement or opinion of counsel may be based, insofar as it relates to factual
matters, upon a certificate, statement or opinion of, or representations by, an
officer or officers of the Company stating that the information with respect to
such factual matters is in the possession of the Company, unless such


 


35

















 


counsel knows, or in the
exercise of reasonable care should know, that the certificate, statement or
opinion or representations with respect to such matters are erroneous.


 


(d)                                 In
any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.


 


(e)                                  Where
any Person is required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments
under this Agreement, they may, but need not, be consolidated and form one
instrument.


 


SECTION 8.03.                 Notices to the
Company and Warrant Agent.  Any notice,
demand or other document authorized by this Agreement to be made upon, given or
furnished to, or filed with, the Company, the Guarantor or the Warrant Agent
shall be sufficiently made, given, furnished or filed for all purposes if it
shall be mailed, delivered or faxed to:


 


(a)                                  the
Company, at [ADRESS], Attention: [TITLE], fax: [NUMBER] or at such other
address or facsimile number as may have been furnished in writing to the
Warrant Agent by the Company.


 


(b)                                 the
Warrant Agent, at the Corporate Trust Office of the Warrant Agent.


 


Any such
notice, demand or other document shall be in the English language.  If the Warrant Agent shall receive any
notice, demand or other document addressed to the Company by any Warrant holder
pursuant to the provisions of this Agreement, the Warrant Agent shall promptly
forward such notice, demand or other document to the Company.


 


SECTION 8.04.                 Notices to
Holders; Waiver.


 


(a)                                  The
Company may cause to have notice given to the Warrant holders by (i) with
respect to holders of Registered Warrants, providing the Warrant Agent with a
form of notice to be distributed by the Depositary to Members in accordance
with the custom and practices of the Depositary and (ii) with respect to
holders of Bearer Warrants, publishing such notice on two separate Business
Days in an Authorized Newspaper or Newspapers in such Place or Places of
Payment specified pursuant to Section 3.01.


 


(b)                                 Where
this Agreement provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by holders shall be filed
with the Warrant Agent, but such filing shall not be a condition precedent to
the validity of any action taken in reliance on such waiver.  In any case where notice to holders is given
by mail, neither the failure to mail such notice nor any defect in any notice
so mailed to any particular holder shall affect the


 


36

















 


sufficiency of such notice with
respect to other holders, and any notice that is mailed in the manner herein
provided shall be conclusively presumed to have been duly given.  In any case where notice to holders is given
by publication, any defect in any notice so published as to any particular
holder shall not affect the sufficiency of such notice with respect to other
holders, and any notice that is published in the manner herein provided shall
be conclusively presumed to have been duly given.


 


SECTION 8.05.                 Legal Holiday.  Unless otherwise specified pursuant to Section 3.01,
in any case where any Settlement Date of the Warrants of a series shall not be
a Business Day at any Place of Payment for the Warrants of that series, then
payment of any amount due need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on such Settlement Date and
no interest shall accrue on such payment for the period from and after such
Settlement Date to such Business Day if such payment is made or duly provided
for on such Business Day.


 


SECTION 8.06.                 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 any United States national securities exchange on
which any series of Warrants is listed 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 Global Warrants or the exercise of the Warrants.


 


SECTION 8.07.                 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 registered holder of any Global Warrant and the Warrant holders 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,
and their respective successors, the registered holder of any Global Warrant
and of the Warrant holders.


 


SECTION 8.08.                 Successors and
Assigns.  All covenants and
agreements in this Agreement by the parties hereto shall bind their respective
successors and assigns and inure to the benefit of their permitted successors
and assigns, whether so expressed or not.


 


SECTION 8.09.                 Separability
Clause.  In case any provision in
this Agreement or in the Warrants shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.


 


SECTION 8.10.                 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 Warrant holders, Members or any person certified by any
Member to be an indirect participant of the Depositary or any person certified
by any Member to be a Warrant holder, in each case, on behalf of whom such
Member holds Warrants.


 


37

















 


SECTION 8.11.                 Headings.  The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.


 


SECTION 8.12.                 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 8.13.                 Entire
Agreement.  This Agreement
constitutes the entire agreement between the parties hereto and supersedes all
prior agreements and understandings, both written and oral, among the parties
hereto with respect to the subject matter of this Agreement.


 


SECTION 8.14.                 GOVERNING LAW.  THIS AGREEMENT AND THE WARRANTS SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK,
EXCEPT THAT MATTERS RELATING TO THE AUTHORIZATION AND EXECUTION BY THE COMPANY
OF THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDER AND, IF WARRANTS ARE AT ANY
TIME SECURED BY PROPERTY OR ASSETS IN SWEDEN, MATTERS RELATING TO SUCH SECURITY
AND THE ENFORCEMENT THEREOF IN SWEDEN, SHALL BE GOVERNED BY THE LAW OF SWEDEN.


 


SECTION 8.15.                 Appointment of
Agent; Submission to Jurisdiction; Waiver of Immunity.  (a) The Company has designated and
appointed the Swedish Consulate General, located in the Borough of Manhattan,
The City of New York, currently having its address at [ ], as its authorized
agent upon which process may be served in any suit or proceeding arising out of
or relating to the Warrants or this Agreement which may be instituted in any
U.S. state or federal court in The City of New York.  By the execution and delivery of this
Agreement, the Company submits to the jurisdiction of any such court in any
such suit or proceeding, and agrees that service of process upon said Swedish
Consulate General, together with written notice of said service to the Company
(delivered to the attention of its Legal Counsel at its principal office in
Stockholm, Sweden), shall be deemed in every respect effective service of
process upon the Company in any such suit or proceeding.  The Company further agrees to take any and
all action, including the execution and filing of any and all such documents
and instruments as may be necessary to continue such designation and
appointment of said Swedish Consulate General in full force and effect so long
as any of the Warrants shall be outstanding.


 


(b)                                 The
Company hereby waives irrevocably any immunity from jurisdiction or immunity
from execution to which it might otherwise be entitled in any action arising
out of or based upon this Agreement or the Warrants which may be instituted as
provided above in any U.S. state or federal court in The City of New York or in
any competent court in Sweden; provided, however, that neither such waiver nor
the provisions of the preceding paragraph shall constitute consent to service
of process in any legal action or proceeding predicated upon the Securities
Act.


 


38

















 


(c)                                  The
Swedish Consulate General has agreed to act as the Company’s authorized agent
upon which process may be served in any such suit or proceeding and to give
written notice of said service to the Company (by telex or facsimile to the
attention of its legal counsel at the Company’s principal office in Stockholm,
Sweden); provided, however, that in the absence of bad faith or gross
negligence on its part the Swedish Consulate General shall not be responsible
for failure to give any such notice.


 


39
















 


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


 


	
   

  	
  AKTIEBOLAGET SVENSK

  
	
   

  	
   

  	
  EXPORTKREDIT (PUBL),

  
	
   

  	
   

  	
  as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [BANK], as Warrant Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


Appendix 1


 


GLOBAL
WARRANT


 


	
  No.

  	
  CUSIP

  
	
   

  	
  ISIN:

  
	
   

  	
  U.S.$

  



 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR THE INDIVIDUAL WARRANTS REPRESENTED HEREBY, THIS GLOBAL
WARRANT MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO ANOTHER NOMINEE
OF THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.


 


Aktiebolaget
Svensk Exportkredit (publ)

Index Warrants


 


This global warrant (this “Global Warrant”) represents and forms part
of a duly authorized series of warrants (the “Warrants”)
of Citigroup Funding Inc. (the “Company”)
issued or to be issued in one or more series under and in accordance with the
provisions of a warrant agreement (the “Warrant
Agreement”) dated as of [DATE]
between the Company and [BANK], as warrant agent (the “Warrant Agent,” which term includes any
successor Warrant Agent under the Warrant Agreement).


 


The Company promises to pay to Cede &
Co., or its registered assigns, the Settlement Amount as described in the
[prospectus supplement/pricing supplement] attached hereto and delivered
herewith on the applicable Settlement Date or earlier if and to the extent so
provided in the pricing supplement.  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.


 


The number of Warrants from time to time
represented by this Global Warrant is or such other number as shall be shown in
the records of the Warrant Agent.  Upon:


 


(a)           each further issue of Warrants;


 


(b)           an exercise or an early termination of Warrants;


 


(c)           a purchase and cancellation of Warrants; or


 


(d)           a transfer or exchange of a Warrant
represented by this Global Warrant,


 


the Warrant Agent shall, in accordance with
the terms and provisions of the Warrant Agreement and the pricing supplement attached
hereto and delivered herewith, register in its records (which may be maintained
electronically) to be maintained by it for that purpose at its Corporate Trust
Office such further issue, exercise, early termination, purchase and
cancellation, transfer or exchange, and the number of Warrants represented by
this Global Warrant shall, in the case of a further issue, be


 

















 


increased by a number equal to such further
issue of Warrants, or, in the case of either an exercise, early termination or
a purchase and cancellation, be reduced by a number equal to the number of
Warrants so exercised, terminated early or purchased and cancelled.


 


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 represented 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 represented hereby,
and neither the Company or the Warrant Agent, nor any agent of the Company or
the Warrant Agent shall be affected by any notice to the contrary.


 


The Warrants as represented by this Global
Warrant are issued subject to the terms and provisions of the Warrant
Agreement, all of which terms and provisions are binding on the Warrant holders
and to all of which terms and provisions the Warrant holders, the entities
through which such Warrant holders hold their beneficial interests in the
Warrants and the registered holder of this Global Warrant consent by acceptance
of this Global Warrant by the Depositary. 
A copy of the Warrant Agreement is on file at the Warrant Agent’s
office, which is located at [ADDRESS]. 
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT SET
FORTH IN ANY [PROSPECTUS SUPPLEMENT/PRICING SUPPLEMENT] ATTACHED HERETO OR
DELIVERED HEREWITH, WHICH [PROSPECTUS SUPPLEMENT/PRICING SUPPLEMENT] IS HEREBY
INCORPORATED BY REFERENCE IN AND MADE A PART OF THIS GLOBAL WARRANT. SUCH
FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY
SET FORTH IN THIS PLACE.


 


This Global Warrant is deposited, as
specified in the pricing supplement attached hereto and delivered herewith,
with [BANK], as the custodian for DTC, and is in the name of Cede &
Co. as nominee of DTC but does not confer any rights or benefits on Cede &
Co. or any other registered holder and is only enforceable by the Warrant
holders as provided herein.


 


This Global Warrant shall not be valid or
become obligatory for any purpose unless and until it shall have been
authenticated by the Warrant Agent or on its behalf by the Authenticating
Agent.


 


THIS GLOBAL WARRANT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, EXCEPT THAT
MATTERS RELATING TO THE AUTHORIZATION AND EXECUTION BY THE COMPANY OF THIS
GLOBAL WARRANT, AND, IF THIS GLOBAL WARRANT IS AT ANY TIME SECURED BY PROPERTY
OR ASSETS IN SWEDEN, MATTERS RELATING TO SUCH SECURITY AND THE ENFORCEMENT
THEREOF IN SWEDEN, SHALL BE GOVERNED BY THE LAW OF SWEDEN.


 


All terms used in this Global Warrant that
are defined in the Warrant Agreement shall have the meanings ascribed to them
in the Warrant Agreement.  The Warrant


 


2

















 


Agreement and the terms of the Warrants are
subject to amendment, as provided in the Warrant Agreement.


 


3

















 


IN WITNESS
whereof the Company has caused this Global Warrant to be duly executed on its
behalf under its corporate seal.


 


Dated:


 


	
   

  	
  AKTIEBOLAGET SVENSK

  
	
   

  	
   

  	
  EXPORTKREDIT (PUBL)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
  [Seal]

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


CERTIFICATE OF AUTHENTICATION


 


This is one of
the Warrants referred to in the within-mentioned Warrant Agreement.


 


	
   

  	
  [BANK], as Warrant Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


[The
[prospectus supplement/pricing supplement] for each series of Warrants shall be
attached to this Global Warrant.]