exv4w9xby



 






Exhibit 4.9(b)




[Form of Warrant Agreement

for Warrants Sold Attached

To Securities]




AMERIGROUP CORPORATION




and




[                                         ],




as Warrant Agent










WARRANT AGREEMENT




Dated as of [                      ]










Warrants to Purchase [                      ]











 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	 	PAGE 
	ARTICLE 1 ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT
CERTIFICATES	 	 
	 
	 	 	 	 
	SECTION 1.01.
	 	        Issuance of Warrants	 	2
	SECTION 1.02.
	 	        Execution and Delivery of Warrant Certificates	 	2
	SECTION 1.03.
	 	        Issuance of Warrant Certificates	 	3
	 
	 	 	 	 
	ARTICLE 2 WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS	 	 
	 
	 	 	 	 
	SECTION 2.01.
	 	        Warrant Price	 	4
	SECTION 2.02.
	 	        Duration of Warrants	 	4
	SECTION 2.03.
	 	        Exercise of Warrants	 	4
	 
	 	 	 	 
	ARTICLE 3 OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT	 	 
	 
	 	 	 	 
	SECTION 3.01.
	 	        No Rights as Warrant Securityholder Conferred by Warrants or	 	 
	 
	 	        Warrant Certificates	 	6
	SECTION 3.02.
	 	        Lost, Mutilated, Stolen or Destroyed Warrant Certificates.	 	6
	SECTION 3.03.
	 	        Enforcement of Rights	 	7
	SECTION 3.04.
	 	        Merger, Consolidation, Conveyance or Transfer	 	7
	 
	 	 	 	 
	ARTICLE 4 EXCHANGE AND TRANSFER	 	 
	 
	 	 	 	 
	SECTION 4.01.
	 	        Exchange and Transfer	 	8
	SECTION 4.02.
	 	        Treatment of Holders of Warrant Certificates	 	9
	SECTION 4.03.
	 	        Cancellation of Warrant Certificates	 	9
	 
	 	 	 	 
	ARTICLE 5 CONCERNING THE WARRANT AGENT	 	 
	 
	 	 	 	 
	SECTION 5.01.
	 	        Warrant Agent	 	9
	SECTION 5.02.
	 	        Conditions of Warrant Agent's Obligations	 	10
	SECTION 5.03.
	 	        Resignation and Appointment of Successor	 	11
	 
	 	 	 	 
	ARTICLE 6 MISCELLANEOUS	 	 
	 
	 	 	 	 
	SECTION 6.01.
	 	        Amendment	 	13






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	 	 	 	 	PAGE 
	SECTION 6.02.
	 	        Notices and Demands to the Company and Warrant Agent	 	13
	SECTION 6.03.
	 	        Addresses	 	13
	SECTION 6.04.
	 	        Applicable Law	 	13
	SECTION 6.05.
	 	        Delivery of Prospectus	 	14
	SECTION 6.06.
	 	        Obtaining of Governmental Approval	 	14
	SECTION 6.07.
	 	        Persons Having Rights Under Warrant Agreement	 	14
	SECTION 6.08.
	 	        Headings	 	14
	SECTION 6.09.
	 	        Counterparts	 	14
	SECTION 6.10.
	 	        Inspection of Agreement	 	14
	SECTION 6.11.
	 	        Notices to Holders of Warrants	 	15
	 
	 	 	 	 
	EXHIBIT A -
	 	        Form of Warrant Certificate	 	A-1






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WARRANT AGREEMENT1




     THIS AGREEMENT dated as of [            ] between AMERIGROUP CORPORATION, a Delaware
corporation (the “Company”), and [            ], a [bank] [trust company] duly incorporated and
existing under the laws of [            ], as Warrant Agent (the “Warrant Agent”),



     Bracketed language here and throughout this Agreement should be inserted as follows:



     1. If Warrants are immediately detachable from the Offered Securities; and



     2. If Warrants are detachable from the Offered Securities only after the Detachable Date.



W I T N E S S E T H :




     [WHEREAS, the Company has entered into an Indenture dated as of [Date] (the “Senior
Indenture”) between the Company and [           ], as Trustee (the “Senior Indenture Trustee”), and an
Indenture dated as of [Date] (the “Subordinated Indenture”) between the Company and [           ], as Trustee
(the “Subordinated Indenture Trustee”) (together the “Trustees” or “Trustee” and “Indentures” or
“Indenture”), providing for the issuance from time to time of its unsecured debt securities to be
issued in one or more series as provided in the Indenture; and]



     WHEREAS, the Company proposes to sell [title of such securities being offered] (the “Offered
Securities”) with one or more warrants (the “Warrants”) representing the right to purchase [title
of such securities purchasable through exercise of Warrants] (the “Warrant Securities”), the
Warrants to be evidenced by warrant certificates issued pursuant to this Agreement (the “Warrant
Certificates”); and



     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company in connection
with the issuance, transfer, exchange, exercise and replacement of the Warrant Certificates, and in
this Agreement wishes to set forth, among other things, the form and provisions of the Warrant
Certificates and the terms and conditions on which they may be issued, transferred, exchanged,
exercised and replaced;



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









	1	 	Complete or modify the provisions of this
form as appropriate to reflect the terms of the Warrants and Warrant
Securities. Monetary amounts may be in U.S. dollars, in a foreign currency or
in a composite currency, including but not limited to the euro.




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ARTICLE 1

ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT

CERTIFICATES




     SECTION 1.01. Issuance of Warrants. 



     The Warrants shall be evidenced by one or more Warrant Certificates. Each Warrant evidenced
thereby shall represent the right, subject to the provisions contained herein and therein, to
purchase [___shares of the Warrant Securities] [___aggregate principal amount of Warrant
Securities] and shall be initially issued in connection with the issuance of the Offered Securities
[1: and shall be separately transferable immediately thereafter] [2: but shall not be separately
transferable until on and after      , (the “Detachable Date”)]. The Warrants shall be initially
issued [in units] with the Offered Securities, and each Warrant [included in such a unit] shall
evidence the right, subject to the provisions contained herein and in the Warrant Certificates, to
purchase [___shares of the Warrant Securities] [___aggregate principal amount of Warrant
Securities] [included in such a unit].



     SECTION 1.02. Execution and Delivery of Warrant Certificates. 



     Each Warrant, whenever issued, shall be evidenced by a Warrant Certificate in registered form
substantially in the form set forth in Exhibit A hereto, shall be dated and may have such letters,
numbers or other marks of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the
Warrants may be listed, or to conform to usage. The Warrant Certificates shall be signed on behalf
of the Company by its chairman or vice chairman of the Board of Directors, the chief financial
officer, the president, any vice president, any assistant vice president, the treasurer or any
assistant treasurer of the Company, which may but need not be attested by its secretary or one of
its assistant secretaries. Such signatures may be manual or facsimile signatures of such authorized
officers and may be imprinted or otherwise reproduced on the Warrant Certificates.



     No Warrant Certificate shall be valid for any purpose, and no Warrant evidenced thereby shall
be exercisable, until such Warrant Certificate has been countersigned by the Warrant Agent by
manual signature. Such signature by the Warrant Agent upon any Warrant Certificate executed by the
Company shall be conclusive evidence, and the only evidence, that the Warrant Certificate so
countersigned has been duly issued hereunder.



     In case any officer of the Company who shall have signed any of the Warrant Certificates
either manually or by facsimile signature shall cease to be such officer before the Warrant
Certificates so signed shall have been countersigned and delivered by the Warrant Agent as provided
herein, such Warrant Certificates may be countersigned and



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delivered notwithstanding that the person who signed such Warrant Certificates ceased to be
such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by
such persons as, at the actual date of the execution of such Warrant Certificate, shall be the
proper officers of the Company, although at the date of the execution of this Agreement any such
person was not such officer.




     The term “Holder,” when used with respect to any Warrant Certificate shall mean any person in
whose name at the time such Warrant Certificate shall be registered upon the books to be maintained
by the Warrant Agent for that purpose [2: or, prior to the Detachable Date, any person in whose
name at the time the Offered Security to which such Warrant Certificate is attached is registered
upon the register of the Offered Securities. Prior to the Detachable Date, the Company will, or
will cause the registrar of the Offered Securities to, make available at all times to the Warrant
Agent such information as to holders of the Offered Securities with Warrants as may be necessary to
keep the Warrant Agent’s records up to date.]



     SECTION 1.03. Issuance of Warrant Certificates. 



     Warrant Certificates evidencing the right to purchase [___shares of the Warrant Securities]
[an aggregate principal amount not exceeding ___aggregate principal amount of Warrant
Securities] (except as provided in Sections 2.03, 3.02 and 4.01) may be executed by the Company and
delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time
thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates duly executed on behalf
of the Company, countersign Warrant Certificates evidencing [ ] Warrants representing the
right to purchase up to [___shares of the Warrant Securities] [___aggregate principal amount
of Warrant Securities] and shall deliver such Warrant Certificates to or upon the order of the
Company. Subsequent to such original issuance of the Warrant Certificates, the Warrant Agent shall
countersign a Warrant Certificate only if the Warrant Certificate is issued in exchange or
substitution for one or more previously countersigned Warrant Certificates or in connection with
their transfer as hereinafter provided or as provided in the antepenultimate paragraph of Section
2.03.



     Pending the preparation of definitive Warrant Certificates evidencing Warrants, the Company
may execute and the Warrant Agent shall countersign and deliver temporary Warrant Certificates
evidencing such Warrants (printed, lithographed, typewritten or otherwise produced, in each case in
form satisfactory to the Warrant Agent). Such temporary Warrant Certificates shall be issuable
substantially in the form of the definitive Warrant Certificates but with such omissions,
insertions and variations as may be appropriate for temporary Warrant Certificates, all as may be
determined by the Company with the concurrence of the Warrant Agent. Such temporary Warrant
Certificates may contain such reference to any provisions of this Warrant Agreement as may be
appropriate. Every such temporary Warrant Certificate shall be executed by the Company and shall be
countersigned by the Warrant Agent upon the same conditions and in substantially the same manner,
and with like effect, as the definitive Warrant Certificates. Without unreasonable delay, the
Company shall execute and shall furnish definitive Warrant Certificates and thereupon such
temporary Warrant Certificates may



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be surrendered in exchange therefor without charge pursuant to and subject to the provisions
of Section 4.01, and the Warrant Agent shall countersign and deliver in exchange for such temporary
Warrant Certificates definitive Warrant Certificates of authorized denominations evidencing a like
aggregate number of Warrants evidenced by such temporary Warrant Certificates. Until so exchanged,
such temporary Warrant Certificates shall be entitled to the same benefits under this Warrant
Agreement as definitive Warrant Certificates.




ARTICLE 2

WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS




     SECTION 2.01. Warrant Price. 



     On [            ], the exercise price of each Warrant will be [            ]. During the period from [           
], through and including [            ], the exercise price of each Warrant will be [           ] [plus
[accrued amortization of the original issue discount] [accrued interest] from ___.] [In each
case, the original issue discount will be amortized at a [ ]% annual rate, computed on an annual
basis using the “interest” method and using a 360-day year consisting of twelve 30-day months].
Such exercise price of Warrant Securities is referred to in this Agreement as the “Warrant Price.”
[The original issue discount for each principal amount of
Warrant Securities is
        ].



     SECTION 2.02. Duration of Warrants.



     Subject to Section 4.03(b), each Warrant may be exercised [in whole but not in part] [in whole
or in part] [at any time, as specified herein, on or after [the date thereof] [___] and at or
before [time, location] on [            ] (each day during such period may hereinafter be referred to as
an “Exercise Date”)] [on [list of specific dates] (each, an “Exercise Date”)], or such later date
as the Company may designate by notice to the Warrant Agent and the Holders of Warrant Certificates
[in registered form and to the beneficial owners of the Global Warrant Certificate] (the
“Expiration Date”). Each Warrant not exercised at or before [time, location] on the Expiration Date
shall become void, and all rights of the Holder [and any beneficial owners] of the Warrant
Certificate evidencing such Warrant under this Agreement shall cease.



     SECTION 2.03. Exercise of Warrants.



     [With respect to Warrants evidenced by Warrant Certificates in registered form, during]
[During] the period specified in Section 2.02, any whole number of Warrants may be exercised by
providing certain information as set forth on the reverse side of the Warrant Certificates
evidencing such Warrants and by paying in full [in lawful money of the United States of America]
[in applicable currency] [in cash] [by certified check or official bank check or by bank wire
transfer, in each case,] [by bank wire transfer] [in immediately available funds,] the Warrant
Price for each Warrant exercised [(plus accrued interest, if any, on the Warrant Securities to be
issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in
the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise
Date to



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and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as
defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately
succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued
interest shall be payable))] to the Warrant Agent at its corporate trust office at [address] [or at      ], provided that such exercise is subject to receipt within five business days of such
[payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant
exercised with the form of election to purchase Warrant Securities set forth on the reverse side of
the Warrant Certificate properly completed and duly executed. [Cashless Exercise Option].




     The date on which payment in full of the Warrant Price (plus any such accrued interest) is
received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be
deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds
received by it in payment for the exercise of Warrants in an account of the Company maintained with
it (or in such other account as may be designated by the Company) and shall advise the Company, by
telephone or by facsimile transmission or other form of electronic communication available to both
parties, at the end of each day on which a payment for the exercise of Warrants is received of the
amount so deposited to its account. The Warrant Agent shall promptly confirm such advice to the
Company in writing.



     If a day on which Warrants may be exercised in the city in which such Warrants are to be
exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are
authorized or required to be closed, then, notwithstanding any other provision of this Agreement or
the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may
be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding
day which in such city is not a Saturday or Sunday or a day on which banking institutions in such
city are authorized or required to be closed.



     The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company
[and the Trustee] in writing of (i) the number of Warrants exercised, (ii) the instructions of each
Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant
Securities to be issued upon such exercise, (iii) delivery of any Warrant Certificates evidencing
the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information
as the Company or the Trustee shall reasonably require.



     As soon as practicable after the exercise of any Warrant, but subject to receipt by the
Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the
Company shall issue[, pursuant to the Indenture, in authorized denominations to or upon the order
of the Holder of the Warrant Certificate evidencing each Warrant,] the Warrant Securities to which
such Holder is entitled, in fully registered form, registered in such name or names as may be
directed by such Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate
are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall
manually countersign and



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deliver, a new Warrant Certificate evidencing the number of such Warrants remaining
unexercised.




     The Company shall not be required to pay any stamp or other tax or other governmental charge
required to be paid in connection with any transfer involved in the issuance of the Warrant
Securities, and in the event that any such transfer is involved, the Company shall not be required
to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it
has been established to the Company’s satisfaction that no such tax or other charge is due.



ARTICLE 3

OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT




     SECTION 3.01. No Rights as Warrant Securityholder Conferred by Warrants or Warrant
Certificates. 



     No Warrant Certificate or Warrant evidenced thereby shall entitle the Holder or any beneficial
owner thereof to any of the rights of a holder or beneficial owner of Warrant Securities,
including, without limitation, [the right to receive the payment of principal of (premium, if any)
or interest, if any, on Warrant Securities or to enforce any of the covenants in the Indenture]
[the right to receive dividend payments on the Warrant Securities or any voting rights].



     SECTION 3.02. Lost, Mutilated, Stolen or Destroyed Warrant Certificates.



     Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it and the Company of
the ownership of and the loss, mutilation, theft or destruction of any Warrant Certificate and of
such security or indemnity as may be required by the Company and the Warrant Agent to hold each of
them and any agent of them harmless and, in the case of mutilation of a Warrant Certificate, upon
surrender thereof to the Warrant Agent for cancellation, then, in the absence of notice to the
Company or the Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute, and an authorized officer of the Warrant Agent shall manually
countersign and deliver, in exchange for or in lieu of the lost, mutilated, stolen or destroyed

Warrant Certificate, a new Warrant Certificate of the same tenor and evidencing a like number of
Warrants. Upon the issuance of any new Warrant Certificate under this Section, the Company may
require the payment of a sum sufficient to cover any stamp or other tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and
expenses of the Warrant Agent) in connection therewith. Every substitute Warrant Certificate
executed and delivered pursuant to this Section in lieu of any lost, mutilated, stolen or destroyed
Warrant Certificate shall represent an additional contractual obligation of the Company, whether or
not the lost, stolen or destroyed Warrant Certificate shall be at any time enforceable by anyone,
and shall be entitled to the benefits of this Agreement equally and proportionately with any and
all other Warrant Certificates duly executed and delivered hereunder. The provisions of this
Section are exclusive and shall preclude (to the extent



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lawful) all other rights and remedies with respect to the replacement of lost, mutilated,
stolen or destroyed Warrant Certificates.




     SECTION 3.03. Enforcement of Rights.



     Notwithstanding any of the provisions of this Agreement, any Holder of a Warrant Certificate,
without the consent of the Warrant Agent, the Trustee, the holder of any Offered Securities or the
Holder of any other Warrant Certificate, may, in its own behalf and for its own benefit, enforce,
and may institute and maintain any suit, action or proceeding against the Company suitable to
enforce, or otherwise in respect of, its right to exercise its Warrants in the manner provided in
its Warrant Certificate and in this Agreement.



     SECTION 3.04. Merger, Consolidation, Conveyance or Transfer.



     (a) If at any time there shall be a merger or consolidation of the Company or a conveyance or
transfer of its property and assets substantially as an entirety [as permitted under the
Indenture], then in any such event the successor or assuming corporation referred to therein shall
succeed to and be substituted for the Company, with the same effect[, subject to the Indenture,] as
if it had been named herein and in the Warrant Certificates as the Company; the Company shall
thereupon, except in the case of a transfer by way of lease, be relieved of any further obligation
hereunder and under the Warrants and the Warrant Certificates, and the Company as the predecessor
corporation, except in the case of a transfer by way of lease, may thereupon or at any time
thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation may
thereupon cause to be signed, and may issue either in its own name or in the name of the Company,
Warrant Certificates evidencing any or all of the Warrants issuable hereunder which theretofore
shall not have been signed by the Company, and may execute and deliver Warrant Securities in its
own name [, pursuant to the Indenture], in fulfillment of its obligations to deliver Warrant
Securities upon exercise of the Warrants. All the Warrants so issued shall in all respects have the
same legal rank and benefit under this Agreement as the Warrants theretofore or thereafter issued
in accordance with the terms of this Agreement as though all of such Warrants had been issued at
the date of the execution hereof. In any case of any such merger, consolidation, conveyance or
transfer, such changes in phraseology and form (but not in substance) may be made in the Warrant
Certificates representing the Warrants thereafter to be issued as may be appropriate.



     (b) The Warrant Agent may receive a written opinion of legal counsel (who shall be acceptable
to the Warrant Agent) as conclusive evidence that any such merger, consolidation, conveyance or
transfer complies with the provisions of this Section and the Indentures.



     [Add Anti-Dilution provisions as necessary.]



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ARTICLE 4

EXCHANGE AND TRANSFER




     SECTION 4.01. Exchange and Transfer.



     (a) [1: Upon] [2: Prior to the Detachable Date, a Warrant Certificate may be exchanged or
transferred only together with the Offered Security to which such Warrant Certificate was initially
attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of
such Offered Security. Prior to any Detachable Date, each transfer of the Offered Security, shall
operate also to transfer the related Warrant Certificates. On or after the Detachable Date, upon] surrender at the corporate trust office of the Warrant Agent at [address] [or        ], Warrant
Certificates evidencing Warrants may be exchanged for Warrant Certificates in other authorized
denominations evidencing such Warrants or the transfer thereof may be registered in whole or in
part; provided, however, that such other Warrant Certificates shall evidence the same aggregate
number of Warrants as the Warrant Certificates so surrendered.



     (b) The Warrant Agent shall keep, at its corporate trust office at [address] [and
at       ], books in which, subject to such reasonable regulations as it may prescribe, it shall
register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates upon
surrender of such Warrant Certificates to the Warrant Agent at its corporate trust office at
[address] [or        ] for exchange or registration of transfer, properly endorsed [or accompanied
by appropriate instruments of registration of transfer and written instructions for transfer, all
in form satisfactory to the Company and the Warrant Agent.]



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



     (d) Whenever any Warrant Certificates, are so surrendered for exchange or registration of
transfer, an authorized officer of the Warrant Agent shall manually countersign and deliver to the
person or persons entitled thereto a Warrant Certificate or Warrant Certificates, duly authorized
and executed by the Company, as so requested. The Warrant Agent shall not effect any exchange or
registration of transfer which will result in the issuance of a Warrant Certificate, evidencing a
fraction of a Warrant or a number of full Warrants and a fraction of a Warrant.



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



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     SECTION 4.02. Treatment of Holders of Warrant Certificates.



     Each Holder of a Warrant Certificate, by accepting the same, consents and agrees with the
Company, the Warrant Agent and every subsequent Holder of such Warrant Certificate that until the
transfer of such Warrant Certificate is registered on the books of such Warrant Agent [2: or, prior
to the Detachable Date, until the transfer of the Offered Security to which such Warrant
Certificate is attached, is registered in the register of the Offered Securities], the Company and
the Warrant Agent may treat the registered Holder of such Warrant Certificate as the absolute owner
thereof for any purpose and as the person entitled to exercise the rights represented by the
Warrants evidenced thereby, any notice to the contrary notwithstanding.



     SECTION 4.03. Cancellation of Warrant Certificates.



     [(a)] Any Warrant Certificate surrendered for exchange or registration of transfer or exercise
of the Warrants evidenced thereby shall, if surrendered to the Company, be delivered to the Warrant
Agent, and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be
promptly cancelled by the Warrant Agent and shall not be reissued and, except as expressly
permitted by this Agreement, no Warrant Certificate shall be issued hereunder in exchange therefor
or in lieu thereof. The Warrant Agent shall cause all cancelled Warrant Certificates to be
destroyed and shall deliver a certificate of such destruction to the Company.



     [(b) If the Company notifies the Trustee of its election to redeem [2: prior to the Detachable
Date] [, as a whole but not in part,] [2: the Offered Securities [or] [and]] the Warrant Securities
pursuant to the Indenture or the terms thereof, the Company may elect, and shall give notice to the
Warrant Agent of its election, to cancel the unexercised Warrants, the Warrant Certificates and the
rights evidenced thereby. Promptly after receipt of such notice by the Warrant Agent, the Company
shall, or, at the Company’s request, the Warrant Agent shall in the name of and at the expense of
the Company, give notice of such cancellation to the Holders of the Warrant Certificates, such
notice to be so given not less than 30 nor more than 60 days prior to the date fixed for the
redemption of [2: the Offered Securities [or] [and]] the Warrant Securities pursuant to the
Indenture or the terms thereof. The unexercised Warrants, the Warrant Certificates and the rights
evidenced thereby shall be cancelled and become void on the 15th day prior to such date fixed for
redemption.]



ARTICLE 5

CONCERNING THE WARRANT AGENT




     SECTION 5.01. Warrant Agent.



     The Company hereby appoints [        ] as Warrant Agent of the Company in respect of the
Warrants and the Warrant Certificates upon the terms and subject to the conditions herein and in
the Warrant Certificates set forth; and [       ] hereby accepts such appointment. The Warrant
Agent shall have the powers and authority granted to and conferred upon it in the Warrant
Certificates and herein and such further powers and



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authority to act on behalf of the Company as the Company may hereafter grant to or confer upon
it. All of the terms and provisions with respect to such powers and authority contained in the
Warrant Certificates are subject to and governed by the terms and provisions hereof.




     SECTION 5.02. Conditions of Warrant Agent’s Obligations.



     The Warrant Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all of which the rights
hereunder of the Holders from time to time of the Warrant Certificates shall be subject:



     (a) Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the
compensation to be agreed upon with the Company for all services rendered by the Warrant Agent and
to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable
attorneys’ fees) incurred by the Warrant Agent without negligence, bad faith or willful misconduct
or breach of this Agreement on its part in connection with the services rendered hereunder by the
Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless
against, any loss, liability or expense incurred without negligence, bad faith or willful
misconduct on the part of the Warrant Agent, arising out of or in connection with its acting as
Warrant Agent hereunder, as well as the reasonable costs and expenses of defending against any
claim of such liability.



     (b) Agent for the Company. In acting under this Agreement and in connection with the Warrants
and the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does
not assume any obligation or relationship of agency or trust for or with any of the Holders of
Warrant Certificates or beneficial owners of Warrants.



     (c) Counsel. The Warrant Agent may consult with counsel satisfactory to it in its reasonable
judgment, and the advice of such counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance
with the advice of such counsel.



     (d) Documents. The Warrant Agent shall be protected and shall incur no liability for or in
respect of any action taken or thing suffered by it in reliance upon any Warrant Certificate,
notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the proper parties.



     (e) Certain Transactions. The Warrant Agent, and its officers, directors and employees, may
become the owner of, or acquire any interest in, Warrants, with the same rights that it or they
would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable
law, it or they may engage or be interested in any financial or other transaction with the Company
and may act on, or as depositary, trustee or agent for, any committee or body of holders of Warrant
Securities or other obligations of the



10









 





Company as freely as if it were not the Warrant Agent hereunder. [Nothing in this Warrant
Agreement shall be deemed to prevent the Warrant Agent from acting as Trustee under the Indenture.]




     (f) No Liability for Interest. The Warrant Agent shall have no liability for interest on any
monies at any time received by it pursuant to any of the provisions of this Agreement or of the
Warrant Certificates.



     (g) No Liability for Invalidity. The Warrant Agent shall not be under any responsibility with
respect to the validity or sufficiency of this Agreement or the execution and delivery hereof
(except the due authorization to execute this Agreement and the due execution and delivery hereof
by the Warrant Agent) or with respect to the validity or execution of any Warrant Certificates
(except its countersignature thereof).



     (h) No Liability for Recitals. The recitals contained herein shall be taken as the statements
of the Company and the Warrant Agent assumes no liability for the correctness of the same.



     (i) No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties
as are herein and in the Warrant Certificates specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrant Certificates against the Warrant
Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may
tend to involve it in any expense or liability, the payment of which within a reasonable time is
not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under
any duty or responsibility for the use by the Company of any of the Warrant Certificates
countersigned by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or
for the application by the Company of the proceeds of the Warrant Certificates. The Warrant Agent
shall have no duty or responsibility in case of any default by the Company in the performance of
its covenants or agreements contained herein or in the Warrant Certificates or in the case of the
receipt of any written demand from a Holder of a Warrant Certificate with respect to such default,
including, without limiting the generality of the foregoing, any duty or responsibility to initiate
or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 6.02,
to make any demand upon the Company.



     SECTION 5.03. Resignation and Appointment of Successor.



     (a) The Company agrees, for the benefit of the Holders from time to time of the Warrant
Certificates, that there shall at all times be a Warrant Agent hereunder until all the Warrants
have been exercised or are no longer exercisable.



     (b) The Warrant Agent may at any time resign as such by giving written notice of its
resignation to the Company, specifying the desired date on which its resignation shall become
effective; provided, however, that such date shall be not less than 90 days after the date on which
such notice is given unless the Company agrees to accept shorter notice. Upon receiving such notice
of resignation, the Company shall promptly appoint a



11









 





successor Warrant Agent (which shall be a bank or trust company in good standing, authorized
under the laws of the jurisdiction of its organization to exercise corporate trust powers) by
written instrument in duplicate signed on behalf of the Company, one copy of which shall be
delivered to the resigning Warrant Agent and one copy to the successor Warrant Agent. The Company
may, at any time and for any reason, remove the Warrant Agent and appoint a successor Warrant Agent
(qualified as aforesaid) by written instrument in duplicate signed on behalf of the Company and
specifying such removal and the date when it is intended to become effective, one copy of which
shall be delivered to the Warrant Agent being removed and one copy to the successor Warrant Agent.
Any resignation or removal of the Warrant Agent and any appointment of a successor Warrant Agent
shall become effective upon acceptance of appointment by the successor Warrant Agent as provided in
this subsection (b). In the event a successor Warrant Agent has not been appointed and accepted its
duties within 90 days of the Warrant Agent’s notice of resignation, the Warrant Agent may apply to
any court of competent jurisdiction for the designation of a successor Warrant Agent. Upon its
resignation or removal, the Warrant Agent shall be entitled to the payment by the Company of the
compensation and to the reimbursement of all reasonable out-of-pocket expenses (including
reasonable attorneys’ fees) incurred by it hereunder as agreed to in Section 5.02(a).




     (c) The Company shall remove the Warrant Agent and appoint a successor Warrant Agent if the
Warrant Agent (i) shall become incapable of acting, (ii) shall be adjudged bankrupt or insolvent,
(iii) shall commence a voluntary case or other proceeding seeking liquidation, reorganization or
other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or any substantial part of its property, (iv) shall consent to, or
shall have had entered against it a court order for, any such relief or to the appointment of or
taking possession by any such official in any involuntary case or other proceedings commenced
against it, (v) shall make a general assignment for the benefit of creditors or (vi) shall fail
generally to pay its debts as they become due. Upon the appointment as aforesaid of a successor
Warrant Agent and acceptance by it of such appointment, the predecessor Warrant Agent shall, if not
previously disqualified by operation of law, cease to be Warrant Agent hereunder.



     (d) Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to
its predecessor and the Company an instrument accepting such appointment hereunder, and thereupon
such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with
all the authority, rights, powers, immunities, duties and obligations of such predecessor with like
effect as if originally named as Warrant Agent hereunder, and such predecessor shall thereupon
become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be
entitled to receive, all monies, securities and other property on deposit with or held by such
predecessor as Warrant Agent hereunder.



     (e) Any corporation into which the Warrant Agent hereunder may be merged or



12









 





converted or any corporation with which the Warrant Agent may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall
be a party, or any corporation to which the Warrant Agent shall sell or otherwise transfer all or
substantially all the assets and business of the Warrant Agent, provided that it shall be qualified
as aforesaid, shall be the successor Warrant Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties hereto.




ARTICLE 6

MISCELLANEOUS




     SECTION 6.01. Amendment.



     This Agreement and the terms of the Warrants and the Warrant Certificates may be amended by
the parties hereto, without the consent of the Holder of any Warrant Certificate or the beneficial
owner of any Warrant, for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective or inconsistent provision contained herein or in the Warrant
Certificates, or making any other provisions with respect to matters or questions arising under
this Agreement as the Company and the Warrant Agent may deem necessary or desirable, provided that
such action shall not affect adversely the interests of the Holders of the Warrant Certificates or
the beneficial owners of Warrants in any material respect.



     SECTION 6.02. Notices and Demands to the Company and Warrant Agent.



     If the Warrant Agent shall receive any notice or demand addressed to the Company by the Holder
of a Warrant Certificate pursuant to the provisions of the Warrant Certificates, the Warrant Agent
shall promptly forward such notice or demand to the Company.



     SECTION 6.03. Addresses.



     Any communication from the Company to the Warrant Agent with respect to this Agreement shall
be addressed to [       ], Attention: [         ], and any communication from the Warrant
Agent to the Company with respect to this Agreement shall be addressed to AMERIGROUP Corporation,
4425 Corporation Lane, Virginia Beach, Virginia, 23462, Attention: General Counsel (or such other
address as shall be specified in writing by the Warrant Agent or by the Company).



     SECTION 6.04. Applicable Law.



     The validity, interpretation and performance of this Agreement and each Warrant Certificate
issued hereunder and of the respective terms and provisions hereof and thereof shall be governed
by, and construed in accordance with, the laws of the State of New York.



13









 





     SECTION 6.05. Delivery of Prospectus.



     The Company will furnish to the Warrant Agent sufficient copies of a prospectus relating to
the Warrant Securities deliverable upon exercise of Warrants (the “Prospectus”), and the Warrant
Agent agrees that upon the exercise of any Warrant, the Warrant Agent will deliver to the Holder of
the Warrant Certificate evidencing such Warrant, prior to or concurrently with the delivery of the
Warrant Securities issued upon such exercise, a Prospectus. The Warrant Agent shall not, by reason
of any such delivery, assume any responsibility for the accuracy or adequacy of such Prospectus.



     SECTION 6.06. Obtaining of Governmental Approval.



     The Company will from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies and authorities and
securities acts filings under United States federal and state laws (including without limitation a
registration statement in respect of the Warrants and Warrant Securities under the Securities Act
of 1933), which may be or become requisite in connection with the issuance, sale, transfer and
delivery of the Warrant Certificates, the exercise of the Warrants, the issuance, sale, transfer
and delivery of the Warrant Securities issued upon exercise of the Warrants or upon the expiration
of the period during which the Warrants are exercisable.



     SECTION 6.07. Persons Having Rights Under Warrant Agreement.



     Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent
and the Holders of the Warrant Certificates any right, remedy or claim under or by reason of this
Agreement.



     SECTION 6.08. Headings.



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



     SECTION 6.09. Counterparts.



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



     SECTION 6.10. Inspection of Agreement.



     A copy of this Agreement shall be available at all reasonable times at the principal corporate
trust office of the Warrant Agent for inspection by the Holder of any Warrant Certificate. The
Warrant Agent may require such Holder to submit his Warrant Certificate for inspection by it.



14









 





     SECTION 6.11. Notices to Holders of Warrants.



     Any notice to Holders of Warrants evidenced by Warrant Certificates which by any provisions of
this Warrant Agreement is required or permitted to be given shall be given by first class mail
prepaid at such Holder’s address as it appears on the books of the Warrant Agent.



15









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed.


	 	 	 	 	 
	 	AMERIGROUP CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[WARRANT AGENT]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




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EXHIBIT A




[FORM OF WARRANT CERTIFICATE]




[Face]







	 	 	 	 
	Form of Legend if
Warrants are not
immediately exercisable:

	 	 	[Prior to ___, this Warrant
Certificate may be transferred or exchanged if
and only if the [Title of Offered Security] to
which it was initially attached is so transferred
or exchanged [Prior to ___, Warrants
evidenced by this Warrant Certificate cannot be
exercised.]








EXERCISABLE ONLY IF AUTHENTICATED BY THE WARRANT

AGENT AS PROVIDED HEREIN




VOID AFTER THE CLOSE OF BUSINESS ON _________, ____

AMERIGROUP CORPORATION




Warrant Certificate representing

Warrants to purchase

[Title of Warrant Securities]

as described herein










No.

Warrants




     This certifies that [                                        ] or registered assigns is the registered owner of
the above indicated number of Warrants, each Warrant entitling such registered owner to purchase,
at any time [after the close of business on                     , ___, and] on or before the close of
business on                     , ___, [___shares of the [Title of equity securities]] [$___
aggregate principal amount of [Title of debt securities]](the “Warrant Securities”) of AMERIGROUP
Corporation (the “Company”)[, issued or to be issued under the Indenture (as hereinafter defined),]
on the following basis.2 [During the period from ___, ___through and including
___, ___, each Warrant shall entitle the Holder thereof, subject to the provisions of this
Agreement, to purchase from the Company the [principal] amount of Warrant Securities stated
above in this Warrant Certificate at the exercise price of [ ] [___% of the principal









	2	 	Complete and modify the following provisions
as appropriate to reflect the terms of the Warrants and the Warrant Securities.




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amount
thereof [plus accrued amortization, if any, of the original issue discount of the Warrant
Securities][plus accrued interest, if any, from the most recent date from which interest shall have
been paid on the Warrant Securities or, if no interest shall have been paid on the Warrant
Securities, from ___________, ____]; [in each case, the original issue discount ($_______ for each
$1,000 principal amount of Warrant Securities) will be amortized at a ___% annual rate, computed on
a[n] [semi-]annual basis[, using a 360-day year constituting of twelve 30-day months]] (the
“Exercise Price”). The Holder of this Warrant Certificate may exercise the Warrants evidenced
hereby, in whole or in part, by surrendering this Warrant Certificate, with the purchase form set
forth hereon duly completed, accompanied [by payment in full, in lawful money of the United States
of America, [in cash or by certified check or official bank check in New York Clearing House funds]
[by bank wire transfer in immediately available funds]], the Exercise Price for each Warrant
exercised, to the Warrant Agent (as hereinafter defined), at the corporate trust office of [name of
Warrant Agent], or its successor as warrant agent (the “Warrant Agent”) [or at ____________,] at
the addresses specified on the reverse hereof and upon compliance with and subject to the
conditions set forth herein and in the Warrant Agreement (as hereinafter defined). This Warrant
Certificate may be exercised only for the purchase of [ shares of] Warrant Securities [in the
principal amount of ] or any integral multiple thereof. [Cashless Exercise Option].




     The term “Holder” as used herein shall mean, prior to [            ] (the “Detachable Date”),
the registered owner of the Company’s [title of Offered Securities] to which such Warrant
Certificate was initially attached, and after such Detachable Date, the person in whose name at the
time such Warrant Certificate shall be registered upon the books to be maintained by the Warrant
Agent for that purpose pursuant to Section 3.01 of the Warrant Agreement.



     Any whole number of Warrants evidenced by this Warrant Certificate may be exercised to
purchase Warrant Securities in registered form. Upon any exercise of fewer than all of the Warrants
evidenced by this Warrant Certificate, there shall be issued to the registered owner hereof a new
Warrant Certificate evidencing the number of Warrants remaining unexercised.



     This Warrant Certificate is issued under and in accordance with the Warrant Agreement dated as
of                     , ___(the “Warrant Agreement”), between the Company and the Warrant Agent and is
subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and
provisions the Holder of this Warrant Certificate consents by acceptance hereof. Copies of the
Warrant Agreement are on file at the above-mentioned office of the Warrant Agent [and at
                    ].



     [The Warrant Securities to be issued and delivered upon the exercise of Warrants evidenced by
this Warrant Certificate will be issued under and in accordance with an Indenture, dated as of
                     (the “Indenture”), between the Company and                     , a [corporation]
[national banking association] organized under the
laws of the State of                     , as trustee (such trustee, and any successors to such trustee,
the “Trustee”) and will be subject to the terms and provisions contained in the



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Warrant Securities
and in the Indenture. Copies of the Indenture, including the form of the Warrant Securities, are on
file at the corporate trust office of the Trustee [and at       ].]




     Prior to the Detachable Date, this Warrant Certificate may be exchanged or transferred only
together with the [title of Offered Security] (the “Offered Security”) to which this Warrant
Certificate was initially attached, and only for the purpose of effecting, or in conjunction with,
an exchange or transfer of such Offered Security. Additionally, on or prior to the Detachable Date,
each transfer of such Offered Security on the register of the Offered Securities shall operate also
to transfer this Warrant Certificate. After the Detachable Date, this Warrant Certificate, and all
rights hereunder, may be transferred when surrendered at the corporate trust office of the Warrant
Agent [or                     ] by the registered owner or his assigns, in person or by an attorney duly
authorized in writing, in the manner and subject to the limitations provided in the Warrant
Agreement.



     Except as provided in the immediately preceding paragraph, after authentication by the Warrant
Agent and prior to the expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent [or at                     ] for Warrant
Certificates representing the same aggregate number of Warrants.



     This Warrant Certificate shall not entitle the registered owner hereof to any of the rights of
a registered holder of the Warrant Securities, including, without limitation, [the right to receive
payments of principal of (and premium, if any) or interest, if any, on the Warrant Securities or to
enforce any of the covenants of the Indenture] [the right to receive dividend payments on the
Warrant Securities or any voting rights].



     Reference is hereby made to the further provisions of this Warrant Certificate set forth on
the reverse hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place.



     This Warrant Certificate shall not be valid or obligatory for any purpose until authenticated
by the Warrant Agent.



     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed.



Dated:_____________



	 	 	 	 	 
	 	AMERIGROUP CORPORATION

 	 
	 	By:  	_________________________________
 	 
	 	 	 	 
	 	 	 	 




A-3









 






	 	 	 	 	 



Attest:










Certificate of Authentication





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



      



     


As Warrant Agent




By:_________________________________




     Authorized
Signature



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[REVERSE] [FORM OF WARRANT CERTIFICATE]

(Instructions for Exercise of Warrants)




     To exercise any Warrants evidenced hereby, the Holder of this Warrant Certificate must pay [in
cash or by certified check or official bank check in New York Clearing House funds or by bank wire
transfer in immediately available funds], the Exercise Price in full for each of the Warrants
exercised, to                     , Corporate Trust Department,                     , Attn:                      [or
                    ], which payment should specify the name of the Holder of this Warrant Certificate
and the number of Warrants exercised by such Holder. In addition, the Holder of this Warrant
Certificate should complete the information required below and present in person or mail by
registered mail this Warrant Certificate to the Warrant Agent at the addresses set forth below.



[FORM OF EXERCISE]

(To be executed upon exercise of Warrants.)




     The undersigned hereby irrevocably elects to exercise                      Warrants, represented by this
Warrant Certificate, to purchase [                     shares of [Title of equity securities]] [$                    
aggregate principal amount of the [Title of debt securities]] (the “Warrant Securities”) of
AMERIGROUP Corporation and represents that he has tendered payment for such Warrant Securities [in
cash or by certified check or official bank check in New York Clearing House funds or by bank wire
transfer in immediately available funds] to the order of AMERIGROUP Corporation, c/o [       ] in the
amount of $                     in accordance with the terms hereof. The undersigned requests that said
[principal] amount of Warrant Securities be in fully registered form, in the authorized
denominations, registered in such names and delivered, all as specified in accordance with the
instructions set forth below.



     If said [principal] amount of Warrant Securities is less than all of the Warrant Securities
purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the
remaining balance of the Warrants evidenced hereby be issued and delivered to the undersigned
unless otherwise specified in the instructions below.



Dated:_____________




Name_____________________________




     (Please Print)




_________________________________

(Insert Social Security or Other

Identifying Number of Holder)




Address___________________________

__________________________________




A-5









 








Signature__________________________



(Signed exactly as name appears

on the other side of this Warrant

Certificate)



This Warrant may be exercised at the following addresses:




	 	 	 	 	 
	

	 	By hand at
	 	                                                                                
	

	 	 	 	                                                                                
	

	 	 	 	                                                                                
	

	 	 	 	                                                                                
	 
	 	 	 	 
	

	 	By mail at
	 	                                                                                
	

	 	 	 	                                                                                
	

	 	 	 	                                                                                
	

	 	 	 	                                                                                






     (Instructions as to form and delivery of Warrant Securities and/or Warrant Certificates):



A-6









 





[FORM OF ASSIGNMENT]




(TO BE EXECUTED TO TRANSFER THE WARRANT CERTIFICATE)




  FOR VALUE RECEIVED __________________ hereby sells, assigns and transfers unto



Please insert social

security or other

identifying number)



______________________________









(Please print name and address

including zip code)






     the right
represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint
___, Attorney, to transfer said Warrant Certificate on the books of the Warrant Agent
with full power of substitution.



Dated: _____________













Signature




(Signed exactly as name appears on the

other side of this Warrant Certificate)




     Signature
Guarantee:







Participant in a recognized Signature

Guarantee Medallion Program (or other

signature guarantor program reasonably

acceptable to the Warrant Agent)




A-7