WARRANT AGREEMENT



 






Exhibit 4.9




EXECUTION COPY




Commitment Warrant




WARRANT AGREEMENT




Dated as of February 28, 2001




By and among




TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.,




TRANSPORTATION INVESTMENT PARTNERS L.L.C.,




CARAVELLE INVESTMENT FUND, L.L.C.




and




the PARTIES




listed on Schedule A hereto














Warrants to Purchase Common Stock,




Par Value $0.01 Per Share




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page

	 
	 	ARTICLE I 
ISSUANCE, FORM, EXECUTION, TRANSFER, DELIVERY AND
REGISTRATION OF WARRANT CERTIFICATES	 	 	 	 
	SECTION 1.01.
	 	Issuance of Warrants	 	 	1	 
	SECTION 1.02.
	 	Form of Warrant Certificates	 	 	1	 
	SECTION 1.03.
	 	Execution of Warrant Certificates	 	 	2	 
	SECTION 1.04.
	 	Lost, Stolen, Destroyed, Defaced or Mutilated Warrant Certificates	 	 	2	 
	SECTION 1.05.
	 	Form of Legend for the Warrant Certificates	 	 	2	 
	SECTION 1.06.
	 	Assignment and Transfer Restrictions	 	 	3	 
	 
	 	ARTICLE II
 DURATION, EXERCISE OF WARRANTS; EXERCISE PRICE AND
REPURCHASE OF WARRANTS	 	 	 	 
	SECTION 2.01.
	 	Duration of Warrants	 	 	4	 
	SECTION 2.02.
	 	Exercise, Exercise Price, Settlement and Delivery	 	 	4	 
	SECTION 2.03.
	 	Cancellation of Warrant Certificates	 	 	6	 
	 
	 	ARTICLE III
 OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF
WARRANTS	 	 	 	 
	SECTION 3.01.
	 	Enforcement of Rights	 	 	6	 
	 
	 	ARTICLE IV
 CERTAIN COVENANTS OF THE COMPANY	 	 	 	 
	SECTION 4.01.
	 	Payment of Taxes	 	 	6	 
	SECTION 4.02.
	 	Rules 144 and 144A	 	 	7	 
	SECTION 4.03.
	 	Form of Initial Public Equity Offering	 	 	7	 
	 
	 	ARTICLE V
 ADJUSTMENTS	 	 	 	 
	SECTION 5.01.
	 	Adjustment of Exercise Rate; Notices	 	 	7	 
	SECTION 5.02.
	 	Fractional Shares	 	 	12	 
	SECTION 5.03.
	 	Certain Distributions	 	 	13	 







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	 	 	 	 	Page

	 
	 	ARTICLE VI
 MISCELLANEOUS	 	 	 	 
	SECTION 6.01.
	 	Amendment	 	 	13	 
	SECTION 6.02.
	 	Addresses for Notices to Parties and for Transmission of Documents	 	 	13	 
	SECTION 6.03.
	 	Notices to Purchasers	 	 	14	 
	SECTION 6.04.
	 	APPLICABLE LAW; SUBMISSION TO JURISDICTION	 	 	14	 
	SECTION 6.05.
	 	Persons Having Rights Under Agreement	 	 	14	 
	SECTION 6.06.
	 	Headings	 	 	14	 
	SECTION 6.07.
	 	Counterparts	 	 	14	 
	SECTION 6.08.
	 	Inspection of Agreement	 	 	14	 
	SECTION 6.09.
	 	Availability of Equitable Remedies	 	 	14	 
	SECTION 6.10.
	 	Obtaining of Governmental Approvals	 	 	14	 







	 	 	 	 	 
	SCHEDULE A -

	 	List of Management Purchasers	 	 
	SCHEDULE B -

	 	Information relating to Purchasers	 	 
	EXHIBIT A -

	 	Form of Warrant Certificate
	 	A-1







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INDEX OF DEFINED TERMS




	 	 	 
	Defined Term
	 	Section

	Accredited Investor
	 	1.06
	Affiliate
	 	5.01(l)
	Agreement
	 	Recitals
	Assignment Agreement
	 	Recitals
	Business Day
	 	2.01
	Capital Stock
	 	5.01(l)
	Caravelle
	 	Recitals
	Cashless Exercise
	 	2.02(c)
	Cashless Exercise Ratio
	 	2.02(c)
	CIBC Ireland
	 	Recitals
	CIBC Partners
	 	Recitals
	Common Stock
	 	Recitals
	Company
	 	Recitals
	Current Market Value
	 	5.01(l)
	Distribution
	 	5.03
	Distribution Rights
	 	5.03
	Election To Exercise
	 	2.02(b)
	Exercisability Date
	 	2.02(a)
	Exercise Date
	 	2.02(d)
	Exercise Price
	 	2.02(a)
	Exercise Rate
	 	2.02(a)
	Expiration Date
	 	2.01
	Fully Diluted Shares
	 	5.01(b)
	Fundamental Transaction
	 	5.01(c)
	Independent Financial Expert
	 	5.01(l)
	Initial Public Equity Offering
	 	4.03
	Management Purchasers
	 	Recitals
	Purchase Agreement
	 	Recitals
	Purchaser
	 	Recitals
	Person
	 	2.02(a)
	Qualified Institutional Buyer.
	 	1.06
	Requisite Warrant Holders
	 	6.01
	sale
	 	1.06
	Securities Act
	 	1.06
	Shares
	 	1.01
	Stockholders Agreement
	 	Recitals
	Subject Class
	 	4.03
	Surviving Person
	 	5.01(c)
	TIP
	 	Recitals
	Warrant Certificate
	 	Recitals
	Warrant Exercise Office
	 	2.02(b)
	Warrants
	 	Recitals







 









 






WARRANT AGREEMENT




          WARRANT
AGREEMENT, dated as of February 28, 2001 (the “Agreement”) by .and
between Transportation Technologies Industries, Inc., a Delaware corporation
(together with any successor thereto, the “Company”), Transportation Investment
Partners L.L.C., a Delaware limited liability company (“TIP”), Caravelle
Investment Fund, L.L.C., a Delaware limited liability company (“Caravelle”) and
the parties listed on Schedule A hereto (the “Management Purchasers”) (each a
“Purchaser” and, collectively the “Purchasers”).



          WHEREAS,
the Company has entered into a purchase agreement (the “Purchase
Agreement”) dated as of February 20, 2001, by and among the Company and the
Purchasers, pursuant to which the Company has agreed to issue and sell to the
Purchasers an aggregate of 465,116 shares of Common Stock, par value $.01 per
share (the “Common Stock”) of the Company at a price equal to $21.50 per share;



          WHEREAS,
the Purchasers are entitled to the benefits of a Stockholders
Agreement dated as of February 28, 2001 by and among the Company and the
shareholders named therein (the “Stockholders Agreement”);



          WHEREAS, in
connection with the transactions contemplated by the Purchase
Agreement, the Company has agreed to issue to the Purchasers warrants (the
“Warrants”), to purchase an aggregate of 100,000 shares of Common Stock, at a
price equal to $21.50 per share. The certificate evidencing a Warrant is
herein referred to as the “Warrant Certificate”; and



          WHEREAS,
the Company and the Purchasers wish to set forth in this
Agreement, among other things, the terms and conditions on which the Warrants
may be issued, exchanged, cancelled, replaced and exercised.



          NOW,
THEREFORE, the parties hereto agree as follows:



ARTICLE I




ISSUANCE, FORM, EXECUTION, TRANSFER, DELIVERY

AND REGISTRATION OF WARRANT CERTIFICATES




          SECTION
1.01. Issuance of Warrants. The Company shall issue to each
Purchaser such number of Warrants as set opposite such Purchaser’s name on
Schedule B. Each Warrant Certificate shall evidence the number of Warrants
specified therein, and each Warrant evidenced thereby shall, when exercisable
as provided herein and therein, represent the right, subject to the provisions
contained herein and therein, to purchase from the Company (and the Company
shall issue and sell to the holder of such Warrant upon exercise thereof) one
fully paid and non-assessable share of Common Stock at an exercise price of
$21.50 per share. The shares issuable upon exercise of a Warrant are
hereinafter referred to as the “Shares” and are subject to adjustment as
provided herein and in the Warrant, and, unless the context otherwise requires,
such term shall also include any other securities or property purchasable and
deliverable upon exercise of a Warrant as provided in Article V, subject to
adjustment as provided herein and in the Warrant.



          SECTION
1.02. Form of Warrant Certificates. The Warrant Certificates will initially be issued substantially in the
form of Exhibit A hereto.



 









 





          SECTION
1.03. Execution of Warrant Certificates. The Warrant Certificates
shall be executed on behalf of the Company by the chairman of its Board of
Directors, its president or any vice president and attested by its secretary or
assistant secretary. Such signatures may be the manual or facsimile signatures
of the present or any future such officers. Typographical and other minor
errors or defects in any such reproduction of any such signature shall not
affect the validity or enforceability of any Warrant Certificate.



          In case any
officer of the Company who shall have signed any of the
Warrant Certificates shall cease to be such officer, such Warrant Certificate
nevertheless may be countersigned and delivered or disposed of as though the
person who signed such Warrant Certificate had not 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 and delivery of this Agreement any such person was not such an
officer.



          SECTION
1.04. Lost, Stolen, Destroyed, Defaced or Mutilated Warrant
Certificates. Upon receipt by the Company (or any agent of the Company, if
requested by the Company) of evidence satisfactory to them of the loss, theft,
destruction, defacement, or mutilation of any Warrant Certificate and of an
indemnity bond satisfactory to them and, in the case of mutilation or
defacement, upon surrender thereof to the Company for cancellation, then, in
the absence of notice to the Company that such Warrant Certificate has been
acquired by a bona fide purchaser or holder in due course, the Company shall
execute and deliver, in exchange for or in lieu of the lost, stolen, destroyed,
defaced or mutilated Warrant Certificate, a new Warrant Certificate
representing a like number of Warrants, bearing a number or other
distinguishing symbol not contemporaneously outstanding. The Company may
require an indemnity bond that is sufficient in the judgment of the Company to
protect the Company from any loss which it may suffer if a Warrant Certificate
is replaced. Upon the issuance of any new Warrant Certificate under this
Section in a name other than the prior registered holder of the lost, stolen,
destroyed, defaced or mutilated Warrant Certificate, the Company may require
the payment from the holder of such Warrant Certificate of a sum sufficient to
cover any tax, stamp tax or other governmental charge that may be imposed in
relation thereto and any other expenses in connection therewith. Every
substitute Warrant Certificate executed and delivered pursuant to this Section
in lieu of any lost, stolen or destroyed Warrant Certificate shall constitute
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 (but shall be subject to all
the limitations of rights set forth in) this Agreement equally and
proportionately with any and all other Warrant Certificates duly executed and
delivered hereunder. The provisions of this Section 1.04 are exclusive with
respect to the replacement of lost, stolen, destroyed, defaced or mutilated
Warrant Certificates and shall preclude (to the extent lawful) any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement of lost,
stolen, destroyed, defaced or mutilated Warrant Certificates.



          SECTION
1.05. Form of Legend for the Warrant Certificates. Every Warrant
shall bear a legend in substantially the following form:




          THE WARRANTS REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION
STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. THE HOLDER OF THIS CERTIFICATE IS SUBJECT TO THE TERMS OF THE
WARRANT AGREEMENT, DATED AS



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OF FEBRUARY 28, 2001 (THE “WARRANT
AGREEMENT”), AMONG TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. (THE
“COMPANY”) AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH WARRANT
AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY.



          SECTION
1.06. Assignment and Transfer Restrictions.



          (a) This Agreement may not be assigned
by any Purchaser (or any assignee
thereof) and no Warrant may be sold, transferred or otherwise disposed of (any
such sale, transfer or other disposition is herein referred to as a “sale”),
except in compliance with this Section 1.06. Subject to the other provisions
of this Section 1.06, a Purchaser (or an assignee thereof) may only transfer
Warrants to a Person to whom such Purchaser (or such assignee thereof) could
have transferred the Shares issuable upon exercise thereof assuming such Shares
were subject to the Stockholders Agreement; provided, however, that for
purposes hereof, the requirement in the Stockholders Agreement that a
transferee agrees to become a party to the Stockholders Agreement does not
apply to such transfer. Such transferee shall become a party to the
Stockholders Agreement prior to the exercise of such Warrant. Each Purchaser
(and each assignee thereof) may assign any or all of its rights in this
Agreement to any Person to whom it would have been permitted to sell Warrants
(as provided in Section 1.06(b) or (d)), so long as such assignee assumes in a
writing reasonably satisfactory to the Company all obligations of the assignor
hereunder.



          (b) A
holder of a Warrant may sell any Warrant to a transferee that is an
Accredited Investor (within the meaning of Rule 501 (a) under the Securities
Act of 1933, as amended, (the “Securities Act”)), or a Qualified Institutional
Buyer (within the meaning of Rule 144A under the Securities Act); provided,
however, that such holder give prior written notice to the Company of its
intention to sell such Warrant and that each of the following conditions is
satisfied:




     (i) such holder or
transferee represents that it is acquiring the
Warrant for its own account and that it is not acquiring such Warrant
with a view to, or for offer or sale in connection with, any distribution
thereof (within the meaning of the Securities Act) that would be in
violation of the securities laws of the United States or any state
thereof, but subject, nevertheless, to the disposition of its property
being at all times within its control; and




     (ii) such transferee
agrees to be bound by the provisions of this
Section 1.06 with respect to any resale of the Warrants.



          (c) A
holder may sell its Warrants to a transferee in accordance with
Regulation S under the Securities Act; provided, however, that each of the
following conditions is satisfied:




     (i) the offer of Warrants
is not made to a Person in the United
States;




     (ii) either:




               (A) at the time
the buy order is originated, the transferee is
outside the United States or the holder and any Person acting on
its behalf reasonably believes that the transferee is outside the
United States, or





               (B) the
transaction is executed in, on or through the
facilities of a designated offshore securities market and neither
the holder nor any Person acting on its behalf knows that the
transaction was pre-arranged with a buyer in the United States;



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     (iii) no directed selling
efforts are made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S under the
Securities Act, as applicable; and




     (iv) the transaction is
not part of a plan or scheme to evade the
registration requirements of the Securities Act.



          (d) In
the event of a proposed exercise or sale that does not qualify
under ether Section 1.06(b) or 1.06(c) above, a holder may sell its Warrants
only if(i)




     (i) such holder gives
written notice to the Company of its intention
to exercise or effect such sale, which notice (A) shall describe the
manner and circumstances of the proposed transaction in reasonable detail
and (B) shall designate the counsel for such holder, which counsel shall
be reasonably satisfactory to the Company;




     (ii) counsel for the
holder shall render an opinion, to the effect
that such proposed sale may be effected without registration under the
Securities Act; and




     (iii) such holder or
transferee complies with Sections 1.06(b)(i)
and 1.06(b)(ii).



ARTICLE II




DURATION, EXERCISE OF WARRANTS;

EXERCISE PRICE AND REPURCHASE OF WARRANTS




          SECTION
2.01. Duration of Warrants. Subject to the terms and conditions
established herein, the Warrants shall expire at 5:00 p.m., Chicago time, on
February 28, 2010. The applicable date of expiration of a particular Warrant
is referred to herein as the “Expiration Date” of such Warrant. Each Warrant
may be exercised on any Business Day (as defined below) on or after the
Exercisability Date (as defined in Section 2.02) and on or prior to the close
of business on the Expiration Date.



          Any Warrant
not exercised before the close of business on the Expiration
Date shall become void, and all rights of the holder under the Warrant
Certificate evidencing such Warrant and under this Agreement shall cease.



          “Business Day” shall mean any day
on which (i) banks in New York City or
Chicago, Illinois, (ii) the principal U.S. securities exchange or market, if
any, on which the Common Stock or a Subject Class (as defined in Section 4.03)
is listed or admitted to trading and (iii) the principal U.S. securities
exchange or market, if any, on which the Warrants are listed or admitted to
trading are open for business.



          SECTION
2.02. Exercise, Exercise Price, Settlement and Delivery. (a)
Subject to the provisions of this Agreement, a holder of a Warrant shall have
the right to purchase from the Company on or after the Exercisability Date and
on or prior to the close of business on the Expiration Date the number of fully
paid, registered and non-assessable shares of Common Stock specified in Section
1.01, subject to adjustment in accordance with Article V hereof, at the
purchase price of $21.50 for each share purchased (the “Exercise Price”). The
number of Shares for which a particular Warrant may be exercised (the “Exercise
Rate”) shall be subject to adjustment from time to time as set forth in Article
V hereof.



          “Exercisability Date” means, with
respect to each Warrant, the date of
original issuance thereof.



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          “Person” means any individual,
corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, estate,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity, including any predecessor of any such entity.




          (b) Warrants may be exercised on or
after the date they are exercisable
hereunder by (i) surrendering at the office of the Company at the address set
forth in Section 6.02 (the “Warrant Exercise Office”) the Warrant Certificate
evidencing such Warrants with the form of election to exercise set forth on the
reverse side of the Warrant Certificate (the “Election to Exercise”) duly
completed and signed by the registered holder or holders thereof or by the duly
appointed legal representative thereof or by a duly authorized attorney, and in
the case of a transfer, such signature shall be guaranteed by an eligible
guarantor institution, and (ii) paying in full the Exercise Price for each such
Warrant exercised. Each Warrant may be exercised only in whole. No exercise
of Warrants may be effected which does not call for the issuance of a number of
shares of Common Stock in direct proportion (subject only to rounding with
respect to fractional shares) to the aggregate number of shares of Common Stock
then issuable upon exercise of the Warrants evidenced by the relevant Warrant
Certificate.




          (c) Simultaneously with the exercise of
each Warrant, payment in full of
the aggregate Exercise Price may be made, at the option of the holder, (i) by
wire transfer or by certified check, (ii) by the surrender (which surrender
shall be evidenced by cancellation of the number of Warrants represented by any
Warrant Certificate presented in connection with a Cashless Exercise) of a
Warrant or Warrants (represented by one or more Warrant Certificates), and
without payment of the Exercise Price in cash, for such number of Shares equal
to the product of (1) the number of Shares for which such Warrant is
exercisable with payment in cash of the aggregate Exercise Price as of the date
of exercise and (2) the applicable Cashless Exercise Ratio or (iii) with any
combination of (i) and (ii). For purposes of this Agreement, the “Cashless
Exercise Ratio” shall equal a fraction, the numerator of which is the Exercise
Price per share as of the date of exercise and the denominator of which is the
Current Market Value (as defined in Section 5.01(l)) per share of the Common
Stock on the date of exercise. An exercise of a Warrant in accordance with the
immediately preceding sentences is herein called a “Cashless Exercise.” Upon
surrender of a Warrant Certificate representing more than one Warrant in
connection with the holder’s option to elect a Cashless Exercise, the number of
Shares deliverable upon a Cashless Exercise shall be equal to the product of
(A) one minus the Cashless Exercise Ratio, (B) the number of Warrants that the
holder specifies is to be exercised pursuant to a Cashless Exercise and (C) the
number of Shares for which such Warrant is then exercisable (without giving
effect to the Cashless Exercise option). All provisions of this Agreement
shall be applicable with respect to an exercise of a Warrant Certificate
pursuant to a Cashless Exercise for less than the full number of Warrants
represented thereby. No payment or adjustment shall be made on account of any
dividends on the Shares issued upon exercise of a Warrant. The Company shall
calculate the Exercise Price and the Cashless Exercise Ratio whenever such
calculation is
necessary and shall deliver a certificate from an officer of the Company
to the holder of such Warrant Certificate specifying such numbers.




          (d) The “Exercise Date” for a
Warrant shall be the date when all of the
items referred to in the first sentence of paragraphs (b) and (c) of this
Section 2.02 are received at a Warrant Exercise Office at or prior to 11:00
a.m., Chicago time, on a Business Day and the exercise of the Warrants will be
effective as of such Exercise Date. If any items referred to in the first
sentence of paragraphs (b) and (c) are received after 11:00 a.m., Chicago time,
on a Business Day, the exercise of the Warrants to which such item relates will
be effective on the next succeeding Business Day. Notwithstanding the
foregoing, in the case of an exercise of Warrants on the Expiration Date, if
all of the items referred to in the first sentence of paragraphs (b) and (c)
are received at a Warrant Exercise Office at or prior to 5:00 p.m., Chicago
time, on the Expiration Date, the exercise of the Warrants to which such items
relate will be effective on the Expiration Date.



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          (e) Subject to Section 5.02 hereof,
as soon as practicable after the
exercise of any Warrant or Warrants in accordance with the terms hereof, the
Company shall issue or cause to be issued to or upon the written order of the
registered holder of the Warrant Certificate evidencing such exercised Warrant
or Warrants, a certificate or certificates evidencing the Shares to which such
holder is entitled, registered in such name or names as may be directed by such
holder pursuant to the Election to Exercise, as set forth on the reverse of the
Warrant Certificate. Such certificate or certificates evidencing the Shares
shall be deemed to have been issued and any Persons who are designated to be
named therein shall be deemed to have become the holder of record of such
Shares as of the close of business on the Exercise Date. After such exercise
of any Warrant or Warrants, the Company shall also issue or cause to be issued
to or upon the written order of the registered holder of such Warrant
Certificate, a new Warrant Certificate, evidencing the number of Warrants, if
any, remaining unexercised unless such Warrants shall have expired.



          SECTION
2.03. Cancellation of Warrant Certificates. In the event the
Company shall purchase or otherwise acquire Warrants, the Warrant Certificates
evidencing such Warrants shall be canceled by the Company and retired. The
Company shall cancel all Warrant Certificates properly surrendered for
exchange, substitution, transfer or exercise.



ARTICLE III




OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS




          SECTION
3.01. Enforcement of Rights. (a) Notwithstanding any of the
provisions of this Agreement, any holder of any Warrant Certificate, without
the consent of the holder of any Shares or the holder of any other Warrant
Certificate, may, in and for his own behalf, enforce, and may institute and
maintain any suit, action or proceeding against the Company suitable to
enforce, his right to exercise the Warrant or Warrants evidenced by his Warrant
Certificate in the manner provided in such Warrant Certificate and in this
Agreement.




          (b) Neither the Warrants nor any Warrant
Certificate shall entitle the
holders thereof to any of the rights of a holder of Shares, including, without
limitation, the right to vote or to receive any dividends or other payments or
to consent or to receive notice as stockholders in respect of the meetings of
stockholders or for the election of directors of the Company or any other
matter, or any rights whatsoever as stockholders of the Company, except as
expressly provided herein (including Section 5.03 hereof).



ARTICLE IV




CERTAIN COVENANTS OF THE COMPANY




          SECTION
4.01. Payment of Taxes. The Company will pay all documentary
stamp taxes attributable to the initial issuance of Warrants and of the Shares
upon the exercise of Warrants; provided, however, that the Company shall not be
required to pay any tax or other governmental charge which may be payable in
respect of any transfer or exchange of any Warrant Certificates or any
certificates for Shares in a name other than the registered holder of a Warrant
Certificate surrendered upon the exercise of a Warrant. In any such case, no
transfer or exchange shall be made unless or until the Person or Persons
requesting issuance thereof shall have paid to the Company the amount of such
tax or other governmental charge or shall have established to the satisfaction
of the Company that such tax or other governmental charge has been paid or an
exemption is available therefrom.



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          SECTION
4.02. Rules 144 and 144A. The Company covenants that it will file
the reports required to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations adopted by the Securities and
Exchange Commission thereunder in a timely manner in accordance with the
requirements of the Securities Act and the Exchange Act and, if at any time the
Company is not required to file such reports, it will, upon the request of any
holder or beneficial owner of Warrants, make available such information
necessary to permit sales of Common Stock pursuant to Rule 144A under the
Securities Act.



          SECTION
4.03. Form of Initial Public Equity Offering. The Company agrees
that it will not make an Initial Public Equity Offering of any class of its
Capital Stock (as defined in Section 5.01(l) (other than the class to which the
Shares belong) without amending the terms of the Company’s certificate of
incorporation to provide that the Common Stock is convertible into the class of
Capital Stock subject to the Initial Public Equity Offering (the “Subject
Class”) on a share-for-share basis and that the rights, conditions and
privileges of the Subject Class shall not be adverse to the holders of the
Common Stock.




          “Initial Public Equity Offering”
means a primary public offering (whether
or not underwritten, but excluding any offering pursuant to Form S-4 or Form
S-8 under the Securities Act or any other publicly registered offering pursuant
to the Securities Act pertaining to an issuance of shares of capital stock of
the Company or securities exercisable therefor under any benefit plan, employee
compensation plan, or employee or director stock purchase plan) of the Common
Stock pursuant to an effective registration statement under the Securities Act.



ARTICLE V




ADJUSTMENTS




          SECTION
5.01. Adjustment of Exercise Rate; Notices. The Exercise Rate and
the Exercise Price are subject to adjustment from time to time as provided in
this Section.




          (a) Adjustment for Change in Capital
Stock. If, after the date of this
Agreement, the Company:




     (i) subdivides any of its
outstanding shares of Common Stock into a
greater number of shares;




     (ii) combines any of its
outstanding shares of Common Stock into a
smaller number of shares;




     (iii) pays a dividend or
makes a distribution on any of its Common
Stock in shares of any of its Capital Stock (as defined below) (other
than Common Stock or rights, warrants or options for its Common Stock to
the extent such issuance or distribution is covered by Section 5.03); or




     (iv) issues by
reclassification of any of its Common Stock any shares of any of its Capital Stock;



then the Exercise
Rate and Exercise Price in effect immediately prior to such
action for each Warrant then outstanding shall be proportionately adjusted so
that the holder of a Warrant thereafter exercised may receive the number of
shares of Capital Stock of the Company which such holder would have owned
immediately following such action if such  holder had exercised the Warrant
immediately prior to such action



-7-









 








 or immediately prior to the record date
applicable thereto. With respect to the subdivisions, combinations or
dividends and distributions described in Sections 5.01(a)(i), (ii) or (iii),
the adjustment described in the immediately preceding sentence shall be
effected as follows: the Exercise Price in effect immediately prior to such
action shall be adjusted to a price determined by multiplying the Exercise
Price in effect immediately prior to such action by a fraction, the numerator
of which shall be the number of shares of Common Stock outstanding before
giving effect to such action and the denominator of which shall be the number
of shares of Common Stock and/or such other capital stock outstanding referred
to in the foregoing clause (a)(iii) after giving effect to such action, if any
(regardless of whether the Warrants then outstanding are then exercisable and
without giving effect to the Cashless Exercise option) and the Exercise Rate in
effect immediately prior to such action shall be adjusted to a rate determined
by multiplying the Exercise Rate in effect immediately prior to such action by
the reciprocal of such fraction. If there are no outstanding shares of Capital
Stock that are of the same class as the Shares at the time of any such action
and such action has therefore been taken only in respect of the Shares, the
adjustment shall relate to the Shares in their same form if it would not
frustrate the intent and purposes of this Section 5.01.



          The
adjustment shall become effective immediately after the record date in
the case of a dividend or distribution and immediately after the effective date
in the case of a subdivision, combination or reclassification. In the event
that such dividend or distribution is not so paid or made or such subdivision,
combination or reclassification is not effected, the Exercise Rate and the
Exercise Price shall again be adjusted to be the Exercise Rate and the Exercise
Price which would then be in effect if such record date or effective date had
not been so fixed.



          If after an
adjustment a holder of a Warrant upon exercise of such Warrant
may receive shares of two or more classes of Capital Stock of the Company, the
Exercise Rate and Exercise Price shall thereafter be subject to adjustment upon
the occurrence of an action taken with respect to any such class of Capital
Stock as is contemplated by this Article V with respect to the Common Stock, on
terms comparable to those applicable to Common Stock in this Article V.



          Such
adjustment shall be made successively whenever any event listed above
shall occur.




          (b) If, after the date hereof, the
Company grants or sells to any
Affiliate of the Company (or generally to stockholders of the Company or their
Affiliates) any Common Stock or any securities convertible into or exchangeable
or exercisable for any Common Stock at a price below the then Current Market
Value (other than (1) pursuant to the exercise of the Warrants, (2) pursuant to
any security convertible into, or exchangeable or exercisable for, shares of
Common Stock outstanding as of the date of this Agreement (for these purposes
the New Equity Contingent Warrants, the Conversion Contingent Warrants and the
Incremental Bridge Warrants (each as defined in the Purchase Agreement) shall
be deemed to be outstanding), (3) upon the conversion, exchange or exercise of
any convertible, exchangeable or exercisable security as to which upon the
issuance thereof an adjustment pursuant to this Article V has been made and (4)
upon the conversion, exchange or exercise of any convertible, exchangeable or
exercisable securities of the Company outstanding on the date of this Agreement
(to the extent in accordance with the terms of such securities as in effect on
the date of this Agreement)), the Exercise Rate for each Warrant then
outstanding shall be adjusted in accordance with the formula:








and the Exercise
Price shall be adjusted in accordance with the following formula:








-8-









 





where:




	 	 	 	 	 
	E’

	 	=
	 	the adjusted Exercise Rate.
	 	 	 	 	 
	E

	 	=
	 	the Exercise Rate immediately prior to the date of
determination for any such issuance, sale or distribution.
	 	 	 	 	 
	EP’

	 	=
	 	the adjusted Exercise Price.
	 	 	 	 	 
	EP

	 	=
	 	the Exercise Price immediately prior to the date of
determination for any such issuance, sale or distribution.
	 	 	 	 	 
	O

	 	=
	 	the number of Fully Diluted Shares (as defined below)
outstanding immediately prior to the date of determination for any
such issuance, sale or distribution.
	 	 	 	 	 
	N

	 	=
	 	the number of additional shares of Common Stock issued or
sold, or issuable or saleable, upon exercise of such rights, options
or warrants.
	 	 	 	 	 
	P

	 	=
	 	the per share price received and receivable by the Company
in the case of any issuance or sale of Common Stock or rights,
options or warrants inclusive of the exercise price per share of
Common Stock payable upon exercise of such rights, options or
warrants.
	 	 	 	 	 
	M

	 	=
	 	the Current Market Value per share of Common Stock on the
date of determination for any such issuance, sale or distribution.







          For
purposes of this Section 5.01 the term “Fully Diluted Shares” shall
mean (i) the shares of Common Stock outstanding as of a specified date, and
(ii) the shares of Common Stock into, or
for, which rights, options, warrants or other securities outstanding as of
such date are exercisable or convertible (other than the Warrants) and (x) have
exercise or conversion prices that are not in excess of the Current Market
Value on the date of determination and (y) are exercisable at such date of
determination (for these purposes the New Equity Contingent Warrants, the
Conversion Contingent Warrants and the Incremental Bridge Warrants shall not be
deemed outstanding (or otherwise included within this clause (ii)) until they
are issued and exercisable).



          The
adjustments shall be made successively whenever any such rights,
options or warrants are issued and shall become effective immediately after the
relevant date of determination. In the event that such rights or warrants are
not so issued, the Exercise Rate and the Exercise Price for each Warrant then
outstanding shall again be adjusted to be the Exercise Rate and the Exercise
Price which would then be in effect if such date fixed for determination of
stockholders entitled to receive such rights or warrants had not been so fixed.
To the extent that shares of Common Stock are not delivered after the
expiration of such rights or warrants, the Exercise Rate and the Exercise Price
for each Warrant then outstanding shall be readjusted to the Exercise Rate and
the Exercise Price which would otherwise be in effect had the adjustment made
upon the issuance of such rights or warrants been made on the basis of delivery
of only the number of shares of Common Stock actually delivered.



          No
adjustment shall be made under this paragraph (b) if the application of
the formula stated above in this paragraph (b) would result in a value of E’
that is lower than the value of E.



-9-









 





          No
adjustment in the Exercise Rate and the Exercise Price shall be made
under this paragraph (b) upon the conversion, exchange or exercise of options
to acquire shares of Common Stock by officers, directors, employees or
consultants of the Company; provided that the exercise price of such options,
at the time of issuance thereof, is at least equal to the then Current Market
Value of the Common Stock underlying such options.




          (c) Reorganization of Company; Special
Distributions. (i) If the
Company, in a single transaction or through a series of related transactions,
merges, consolidates or amalgamates with or into any other Person or sells,
assigns, transfers, leases, conveys or otherwise disposes of all or
substantially all of its properties and assets to another Person or group of
Affiliated Persons or is a party to a merger or binding share exchange which
reclassifies or changes its outstanding Common Stock (a “Fundamental
Transaction”), as a condition to consummating any such transaction, the Person
formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to whom such transfer has been made (the “Surviving
Person”) shall enter into a supplemental warrant agreement. The supplemental
warrant agreement shall provide that the holder of a Warrant then outstanding
may exercise it for the kind and amount of securities, cash or other assets
which such holder would have received immediately after the Fundamental
Transaction if such holder had exercised the Warrant immediately before the
effective date of the transaction (regardless of whether the Warrants are then
exercisable and without giving effect to the Cashless Exercise option),
assuming (to the extent applicable) that such holder (x) was not a constituent
Person or an Affiliate of a constituent Person to such transaction, (y) made no
election with respect thereto, and (z) was treated alike with the plurality of
non-electing holders.



          (ii) Notwithstanding the foregoing, if
the Company enters into a
Fundamental Transaction with another Person (other than a subsidiary of the
Company) and consideration is payable to holders of shares of Capital Stock (or
other securities or property) issuable or deliverable upon exercise of the
Warrants which consists solely of cash, then the holders of Warrants shall be
entitled to receive distributions on the date of such event on an equal basis
with holders of such shares (or other securities or property issuable upon
exercise of the Warrants) as if the Warrants had been exercised immediately
prior to such event, less the Exercise Price therefor. Upon receipt of such
payment, if any, the rights of a holder of such a Warrant shall terminate and
cease and such holder’s Warrants shall expire.



          (iii) If this paragraph (c) applies,
it shall supersede the application of
paragraph (a) of this Section 5.01.




          (d) Notice of Adjustment. Whenever the
Exercise Rate or Exercise Price is
adjusted, the Company shall promptly mail to the Purchasers at the Purchasers’
addresses appearing on Schedule B a notice of the adjustment and a certificate
from the Company’s independent public accountants briefly stating the facts
requiring the adjustment and the manner of computing it. The certificate shall
be conclusive evidence that the adjustment is correct.




          (e) Company Determination Final. Any
determination that the Company or
the Board of Directors of the Company must make pursuant to this Section 5.01
is conclusive.




          (f) Adjustment for Tax Purposes. The
Company may make such increases in
the Exercise Rate, in addition to those otherwise required by this Section, as
it considers to be advisable in order that any event treated for Federal income
tax purposes as a dividend of stock or stock rights shall not be taxable to the
recipients.




          (g) Underlying Shares. The Company shall
at all times reserve and keep
available, free from preemptive rights, out of its authorized but unissued
Common Stock or Common Stock held in the treasury of the Company, for the
purpose of effecting the exercise of Warrants, the full number of



-10-









 





Shares then
deliverable upon the exercise of all Warrants then outstanding and payment of
the exercise price, and the shares so deliverable shall be fully paid and
nonassessable and free from all liens and security interests.




          (h) Specificity of Adjustment.
Irrespective of any adjustments in the
number or kind of shares purchasable upon the exercise of the Warrants, Warrant
Certificates theretofore or thereafter issued may continue to express the same
number and kind of Shares per Warrant as are stated on the Warrant Certificates
initially issuable pursuant to this Agreement.




          (i) Voluntary Adjustment. The Company
from time to time may increase the
Exercise Rate or reduce the Exercise Price by any number and for any period of
time (provided that such period is not less than 20 Business Days). Whenever
the Exercise Rate is so increased or the Exercise Price so reduced, the Company
shall mail to Purchasers at their addresses appearing on Schedule B a notice of
the increase. The Company shall give the notice at least 15 days before the
date the increased Exercise Rate or decreased Exercise Price takes effect. The
notice shall state the increased Exercise Rate or decreased Exercise Price and
the period it will be in effect. A voluntary increase in the Exercise Rate or
decrease in the Exercise Price does not change or adjust the Exercise Rate or
Exercise Price otherwise in effect as determined by this Section 5.01.




          (j) Multiple Adjustments. After an
adjustment to the Exercise Rate or
Exercise Price for outstanding Warrants under this Article V, any subsequent
event requiring an adjustment under this Article V shall cause an adjustment to
the Exercise Rate or Exercise Price for outstanding Warrants as so adjusted.




          (k) Minimum Exercise Price.
Notwithstanding anything to the contrary
contained in this Agreement, if the Exercise Price, as adjusted pursuant to
this Agreement, shall be less than the par value of the related Share, then the
Company shall use its best efforts to cause an amendment to its Certificate of
Incorporation so as to reduce the par value of the Common Stock.




          (l) Definitions.




          “Affiliate” means with respect to
any specified Person any other Person
that directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. For the
purposes of this definition, “control” (including, with correlative meanings,
the terms “controlling,” “controlled by,” and “under common control with”), as
used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by agreement
or otherwise. Each of TIP, Trimaran Fund II, L.L.C. and each investor in the
Trimaran program shall be deemed to be an “Affiliate” of the other. Except for
purposes of Section 5.01(b) (in which case each of the same shall be deemed to
be Affiliates of the Company), none of the Purchasers (or any of their
Affiliates) shall be deemed to be Affiliates of the Company.




          “Capital Stock” means, with respect
to any Person, any and all shares,
interests, participations, rights in, or other equivalents (however designated
and whether voting or non-voting) of, such Person’s capital stock, and any and
all rights, warrants or options exchangeable for or convertible into such
capital stock.




          “Current Market Value” per share of
Common Stock of the Company or any
other security at any date means (i) if the security is not registered under
the Exchange Act, the fair market value of the security, determined by a
unanimous vote of the Board of Directors of the Company, or in the absence of
such unanimous vote, an Independent Financial Expert or (ii) (a) if the
security is registered under the



-11-









 





Exchange Act, the
average of the daily closing
sales prices of the securities for the 20 consecutive days immediately
preceding such date, or (b) if the security has been registered under the
Exchange Act for less than 20 consecutive trading days immediately preceding
such date, then the offering price of the security in the transaction causing
registration under the Exchange Act. The closing sales price for each such
trading day shall be: (A) in the case of a security listed or admitted to
trading on any United States national securities exchange or quotation system,
the closing sales price, regular way, on such day, or if no sale takes place on
such day, the average of the closing bid and asked prices on such day, (B) in
the case of a security not then listed or admitted to trading on any United
States national securities exchange or quotation system, the last reported sale
price on such day, or if no sale takes place on such day, the average of the
closing bid and asked prices on such day, as reported by a reputable quotation
source designated by the Company, (C) in the case of a security not then listed
or admitted to trading on any United States national securities exchange or
quotation system and as to which no such reported sale price or bid and asked
prices are available, the average of the reported high bid and low asked prices
on such day, as reported by a reputable quotation service, or a newspaper of
general circulation in the Borough of Manhattan, City and State of New York
customarily published on each Business Day, designated by the Company, or, if
there shall be no bid and asked prices on such day, the average of the high bid
and low asked prices, as so reported, on the most recent day (not more than 30
days prior to the date in question) for which prices have been so reported and
(D) if there are not bid and asked prices reported during the 30 days prior to
the date in question, the Current Market Value shall be determined by a
unanimous vote of the Board of Directors of the Company, or in the absence of
such unanimous vote, an Independent Financial Expert.




          “Independent Financial Expert”
means a United States investment banking
firm of national or regional standing in the United States (i) which does not,
and whose directors, officers and employees or Affiliates do not have a direct
or indirect material financial interest for its proprietary account in the
Company or any of its Affiliates and (ii) which, in the judgment of the Board
of Directors of the Company, is otherwise independent with respect to the
Company and its Affiliates and qualified to perform the task for which it is to
be engaged. Notwithstanding the definition of the term “Affiliate” in this
Section 5.01(1), for purposes of this
definition, the Purchasers (and any
of their Affiliates) shall be deemed to be Affiliates of the Company.




          (m) When De Minimis Adjustment May Be
Deferred. No adjustment in the
Exercise Rate or Exercise Price need be made unless the adjustment would
require an increase of at least 1% in the Exercise Rate. Any adjustments that
are not made shall be carried forward and taken into account in any subsequent
adjustments. All calculations under this Section 5.01 shall be made to the
nearest 1/100th of a share, as the case may be.



          SECTION
5.02. Fractional Shares. The Company will not be required to
issue fractional Shares upon exercise of the Warrants or distribute Share
certificates that evidence fractional Shares. In the event a holder is
required by Section 2.02(c) to make a Cashless Exercise, and the Company
determines not to issue fractional Shares, the number of Shares issuable shall
be rounded up to the nearest whole number. In addition, in no event shall any
holder of Warrants be required to make any payment of a fractional cent. In
lieu of fractional Shares, the Company may pay to the registered holders of
Warrant Certificates at the time Warrants evidenced thereby are exercised as
herein provided an amount in cash equal to the same fraction of the Current
Market Value, per Share on the Business Day preceding the date the Warrant
Certificates evidencing such Warrants are surrendered for exercise. Such
payments will be made by check or by transfer to an account maintained by such
registered holder with a bank in New York City. If any holder surrenders for
exercise more than one Warrant Certificate, the number of Shares deliverable to
such holder may, at the option of the Company, be computed on the basis of the
aggregate amount of all the Warrants exercised by such holder.



-12-









 





          SECTION
5.03. Certain Distributions. If at any time the Company grants,
issues or sells options, convertible securities, or rights to purchase Capital
Stock, warrants or other securities pro rata to the record holders of any
Common Stock (the “Distribution Rights”) or, without duplication, makes any
dividend or otherwise makes any distribution, including, subject to applicable
law, pursuant to any plan of liquidation (“Distribution”) on Common Stock
(whether in cash, property, evidences of indebtedness or otherwise), then the
Company shall grant, issue, sell or make to each registered holder of Warrants
then outstanding, the aggregate Distribution Rights or Distribution, as the
case may be, which such holder would have acquired if such holder had held the
maximum number of Shares acquirable upon complete exercise of such holder’s
Warrants (regardless of whether the Warrants are then exercisable and without
giving effect to the Cashless Exercise option) immediately before the record
date for the grant, issuance or sale of such Distribution Rights or
Distribution, as the case may be, or, if there is no such record date, the date
as of which the record holders of Common Stock are to be determined for the
grant, issue or sale of such Distribution Rights or Distribution, as the case
may be.



ARTICLE VI




MISCELLANEOUS




          SECTION
6.01. Amendment. This Agreement and the terms of the Warrants may
be amended by the Company, without the consent of the holder of any Warrant
Certificate or Purchaser, for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective or inconsistent provision
contained herein or therein, or to effect any assumptions of the Company’s
obligations hereunder and thereunder by a successor corporation under the circumstances described in
Section 5.01(c)
hereof or in any other manner which the Company may deem necessary or desirable
and which shall not adversely affect the interests of the holders of the
Warrant Certificates.



          The Company
may amend, modify or supplement this Agreement and the terms
of the Warrants, and waivers to departures from the terms hereof and thereof
may be given, with the consent of the Requisite Warrant Holders (as defined
below). “Requisite Warrant Holders” means the holders of a majority in number
of the outstanding Warrants so affected; provided, however, that Warrants held
by the Company or any of its Affiliates shall be disregarded.



          Any
modification or amendment made in accordance with this Agreement will
be conclusive and binding on all present and future holders of Warrant
Certificates whether or not they have consented to such modification or
amendment or waiver and whether or not notation of such modification or
amendment is made upon such Warrant Certificates. Any instrument given by or
on behalf of any holder of a Warrant Certificate in connection with any consent
to any modification or amendment will be conclusive and binding on all
subsequent holders of such Warrant Certificate.



          SECTION
6.02. Addresses for Notices to Parties and for Transmission of
Documents. All notices hereunder to the parties hereto shall be deemed to have
been given when sent by certified or registered mail, postage prepaid, or by
facsimile transmission, confirmed by first class mail, postage prepaid,
addressed to any party hereto as follows:



          To the
Company:



	 
	

	Transportation Technologies Industries,
Inc.

	980 North Michigan Avenue

	Suite 1000

	Chicago, IL 60611








-13-









 






	 
	Attention: General Counsel

	 

	Facsimile:  (312) 280-4820

	Telephone:  (312) 280-8844








or at any other
address of which either of the foregoing shall have notified
the other in writing.



          SECTION
6.03. Notices to Purchasers. Notices to Purchasers shall be
mailed to such Purchasers at the addresses of such Purchasers as they appear on Schedule B. Any such notice shall be sufficiently given if sent by
first-class mail, postage prepaid.



          SECTION
6.04. APPLICABLE LAW; SUBMISSION TO JURISDICTION. THE VALIDITY,
INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT AND EACH WARRANT CERTIFICATE
ISSUED HEREUNDER AND OF THE RESPECTIVE TERMS AND PROVISIONS THEREOF SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PROVISIONS THEREOF.



          SECTION
6.05. Persons Having Rights Under 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, other than the Company and the holders of the Warrant
Certificates, 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 in this
Agreement contained shall be for the sole and exclusive benefit of the Company
and its successors and of the holders of the Warrant Certificates.



          SECTION
6.06. 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
6.07. Counterparts. This Agreement may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original;
but such counterparts shall together constitute but one and the same
instrument.



          SECTION
6.08. Inspection of Agreement. A copy of this Agreement shall be
available during regular business hours at the office of the Company, for
inspection by the holder of any Warrant Certificate. The Company may require
such holder to submit his Warrant Certificate for inspection by it.



          SECTION
6.09. Availability of Equitable Remedies. Since a breach of the
provisions of this Agreement could not adequately be compensated by money
damages, holders of Warrants shall be entitled, in addition to any other right
or remedy available to them, to an injunction restraining such breach or a
threatened breach and to specific performance of any such provision of this
Agreement, and in either case no bond or other security shall be required in
connection therewith, and the parties hereby consent to such injunction and to
the ordering of specific performance.



          SECTION
6.10. Obtaining of Governmental Approvals. The Company will from
time to time take all action required to be taken by it 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, and the rules and regulations of all stock
exchanges on which the Warrants are listed which may be or become requisite in
connection with the issuance, sale, transfer, and delivery of the Warrant
Certificates, the exercise of the Warrants.



-14-









 





[Signature Page Follows]




-15-









 








 IN WITNESS WHEREOF, this Warrant Agreement has been duly executed
by the
parties hereto as of the day and year first above written.



	 	 	 	 	 
	 	 	TRANSPORTATION
TECHNOLOGIES INDUSTRIES, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Donald C. Mueller
	

	 	 	 	

	

	 	 	 	Name: Donald C. Mueller
	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	TRANSPORTATION INVESTMENT PARTNERS L.L.C.
	 
	 	 	 	 
	 	 	By: /s/ Illegible
	 	 	

	

	 	Name:	 	 
	

	 	Title:	 	 
	 
	 	 	 	 
	 	 	CARAVELLE INVESTMENT FUND, L.L.C.
	 
	 	 	 	 
	

	 	By:
	 	Caravelle Advisors, L.L.C., its Investment Manager and
Attorney-in-Fact
	 
	 	 	 	 
	

	 	By:
	 	/s/ Illegible
	

	 	 	 	

	

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	C-+H ENTERPRISES GROUP. INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Illegible
	

	 	 	 	

	

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	/s/ Thomas M. Begel
	 	 	

	

	 	 	 	Thomas M. Begel
	 
	 	 	 	 
	 	 	/s/ Camillo M. Santomero III
	 	 	

	

	 	 	 	Camillo M. Santomero III







-16-









 






	 	 	 	 	 
	 	 	/s/ Andrew M. Weller
	 	 	

	

	 	 	 	Andrew M. Weller
	 
	 	 	 	 
	 	 	/s/ James D. Cirar
	 	 	

	

	 	 	 	James D. Cirar
	 
	 	 	 	 
	 	 	/s/ Kenneth M. Tallering
	 	 	

	

	 	 	 	Kenneth M. Tallering
	 
	 	 	 	 
	 	 	/s/ Timothy M. Masek
	 	 	

	

	 	 	 	Timothy M. Masek
	 
	 	 	 	 
	 	 	/s/ John Wilkinson
	 	 	

	

	 	 	 	John Wilkinson
	 
	 	 	 	 
	 	 	/s/ Robert C. Jackson
	 	 	

	

	 	 	 	Robert C. Jackson
	 
	 	 	 	 
	 	 	/s/ Donald C. Mueller
	 	 	

	

	 	 	 	Donald C. Mueller
	 
	 	 	 	 
	 	 	/s/ Lee Swafford
	 	 	

	

	 	 	 	Lee Swafford
	 
	 	 	 	 
	 	 	/s/ Kelly Bodway
	 	 	

	

	 	 	 	Kelly Bodway
	 
	 	 	 	 
	 	 	/s/ David W. Riesmeyer
	 	 	

	

	 	 	 	David W. Riesmeyer







-17-









 






	 	 	 	 	 
	 	 	/s/ Brent Williams
	 	 	

	

	 	 	 	Brent Williams
	 
	 	 	 	 
	 	 	/s/ Jeffrey Elmer
	 	 	

	

	 	 	 	Jeffrey Elmer
	 
	 	 	 	 
	 	 	/s/ Adam Gottlieb
	 	 	

	

	 	 	 	Adam Gottlieb







-18-









 






SCHEDULE A




LIST OF MANAGEMENT PURCHASERS




Thomas M. Begel

Camillo M. Santomero III

C+H Enterprises Group, Inc.

Andrew M. Weller

James D. Cirar

Kenneth M. Tallering

Timothy M. Masek

John Wilkinson

Robert C. Jackson

Donald C. Mueller

Lee Swafford

Kelly Bodway

David W. Riesmeyer

Brent Williams

Jeffrey Elmer

Adam Gottlieb



 









 





SCHEDULE B




INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 
	 	 	Number of
	 	 	Warrants to be
	Name and Address of Purchaser
	 	Purchased

	TRANSPORTATION INVESTMENT PARTNERS L.L.C.
	 	 	72,858	 
	c/o Trimaran Fund II, L.L.C.

425 Lexington Avenue, 3rd Floor

New York, New York 10017

Telecopy: (212) 885-4962

Attn: Steven A. Flyer
	 	 	 	 
	CARAVELLE INVESTMENT FUND, L.L.C.
	 	 	12,142	 
	425 Lexington Avenue

New York, New York 10017

Telecopy: (212) 885-4546

Attn: Jason Block
	 	 	 	 
	THOMAS M. BEGEL
	 	 	5,000	 
	c/o Transportation Technologies Industries, Inc.

980 North Michigan Avenue

Suite 1000

Chicago, Illinois 60611

Telecopy: (312) 280-4820

Attn: Kenneth M. Tallering
	 	 	 	 
	CAMILLO M. SANTOMERO III
	 	 	2,825	 
	c/o Transportation Technologies Industries, Inc.

980 North Michigan Avenue

Suite 1000

Chicago, Illinois 60611

Telecopy: (312) 280-4820

Attn: Kenneth M. Tallering
	 	 	 	 
	C+H ENTERPRISES GROUP, INC.
	 	 	2,275	 
	c/o Transportation Technologies Industries, Inc.

980 North Michigan Avenue

Suite 1000

Chicago, Illinois 60611

Telecopy: (312) 280-4820

Attn: Kenneth M. Tallering
	 	 	 	 
	ANDREW M. WELLER
	 	 	975	 
	c/o Transportation Technologies Industries, Inc.

980 North Michigan Avenue

Suite 1000
	 	 	 	 








 









 






	 	 	 	 	 
	 	 	Number of
	 	 	Warrants to be
	Name and Address of Purchaser
	 	Purchased

	Chicago, Illinois 60611

Telecopy: (312) 280-4820

Attn: Kenneth M. Tallering
	 	 	 	 
	JAMES D. CIRAR
	 	 	1,199	 
	c/o Transportation Technologies Industries, Inc.

980 North Michigan Avenue

Suite 1000

Chicago, Illinois 60611

Telecopy: (312) 280-4820

Attn: Kenneth M. Tallering
	 	 	 	 
	KENNETH M. TALLERING
	 	 	550	 
	c/o Transportation Technologies Industries, Inc.

980 North Michigan Avenue

Suite 1000

Chicago, Illinois 60611

Telecopy: (312) 280-4820

Attn: Kenneth M. Tallering
	 	 	 	 
	TIMOTHY A. MASEK
	 	 	440	 
	c/o Transportation Technologies Industries, Inc.

980 North Michigan Avenue

Suite 1000

Chicago, Illinois 60611

Telecopy: (312) 280-4820

Attn: Kenneth M. Tallering
	 	 	 	 
	JOHN WILKINSON
	 	 	500	 
	c/o Transportation Technologies Industries, Inc.

980 North Michigan Avenue

Suite 1000

Chicago, Illinois 60611

Telecopy: (312) 280-4820

Attn: Kenneth M. Tallering
	 	 	 	 
	ROBERT C. JACKSON
	 	 	325	 
	c/o Transportation Technologies Industries, Inc.

980 North Michigan Avenue

Suite 1000

Chicago, Illinois 60611

Telecopy: (312) 280-4820

Attn: Kenneth M. Tallering
	 	 	 	 
	DONALD C. MUELLER
	 	 	300	 
	c/o Transportation Technologies Industries, Inc.

980 North Michigan Avenue
	 	 	 	 








-2-









 






	 	 	 	 	 
	 	 	Number of
	 	 	Warrants to be
	Name and Address of Purchaser
	 	Purchased

	Suite 1000

Chicago, Illinois 60611

Telecopy: (312) 280-4820

Attn: Kenneth M. Tallering
	 	 	 	 
	LEE SWAFFORD
	 	 	166	 
	c/o Transportation Technologies Industries, Inc.

980 North Michigan Avenue

Suite 1000

Chicago, Illinois 60611

Telecopy: (312) 280-4820

Attn: Kenneth M. Tallering
	 	 	 	 
	KELLY BODWAY
	 	 	121	 
	c/o Transportation Technologies Industries, Inc.

980 North Michigan Avenue

Suite 1000

Chicago, Illinois 60611

Telecopy: (312) 280-4820

Attn: Kenneth M. Tallering
	 	 	 	 
	DAVID W. RIESMEYER
	 	 	100	 
	c/o Transportation Technologies Industries, Inc.

980 North Michigan Avenue

Suite 1000

Chicago, Illinois 60611

Telecopy: (312) 280-4820

Attn: Kenneth M. Tallering
	 	 	 	 
	BRENT WILLIAMS
	 	 	89	 
	c/o Transportation Technologies Industries, Inc.

980 North Michigan Avenue

Suite 1000

Chicago, Illinois 60611

Telecopy: (312) 280-4820

Attn: Kenneth M. Tallering
	 	 	 	 
	JEFFREY ELMER
	 	 	98	 
	c/o Transportation Technologies Industries, Inc.

980 North Michigan Avenue

Suite 1000

Chicago, Illinois 60611

Telecopy: (312) 280-4820

Attn: Kenneth M. Tallering
	 	 	 	 
	ADAM GOTTLIEB
	 	 	37	 
	c/o Transportation Technologies Industries,
Inc.
	 	 	 	 








-3-









 






	 	 	 	 	 
	 	 	Number of
	 	 	Warrants to be
	Name and Address of Purchaser
	 	Purchased

	980 North Michigan Avenue

Suite 1000

Chicago, Illinois 60611

Telecopy: (312) 280-4820

Attn: Kenneth M. Tallering

	 	 	 	 
	TOTAL
	 	 	100,000	 








-4-









 





EXHIBIT A




[FORM OF WARRANT CERTIFICATE]




[FACE]




          THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.



A-1









 





No. [  ] [    ]
Warrants




WARRANT CERTIFICATE




TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.




          This
Warrant Certificate certifies that [  ], or registered assigns, is the
registered holder of [     ] Warrants (the “Warrants”) to purchase
shares of
Common Stock, par value $0.01 per share (the “Common Stock”), of TRANSPORTATION
TECHNOLOGIES INDUSTRIES, INC., a Delaware corporation (the “Company”, which
term includes its successors and assigns). Each Warrant entitles the holder to
purchase from the Company at any time from 9:00 a.m. Chicago time on or after
the Exercisability Date until 5:00 p.m., Chicago time, on February 28, 2010
(the “Expiration Date”), one fully paid, registered and non-assessable share of
Common Stock, subject to adjustment as provided in Article V of the Warrant
Agreement, at the exercise price of $21.50 for each share purchased (the
“Exercise Price”) (the shares of Common Stock purchasable upon exercise of
Warrants being herein referred to as the “Shares” and, unless the context
otherwise requires, such term shall also mean the other securities or property
purchasable and deliverable upon exercise of a Warrant as provided in the
Warrant Agreement), upon surrender of this Warrant Certificate and payment of
the Exercise Price (i) by wire transfer or certified check, (ii) pursuant to
the next sentence or (iii) in any combination of (i) and (ii), at the office of
the Company (the “Warrant Exercise Office”), subject to the conditions set
forth herein and in the Warrant Agreement. A Warrant may also be exercised
solely by the surrender of the Warrant, and without the payment of the Exercise
Price in cash, for such number of Shares equal to the product of (1) the number
of Shares for which such Warrant is exercisable with payment of the Exercise
Price as of the date of exercise and (2) the Cashless Exercise Ratio. For
purposes of this Warrant, the “Cashless Exercise Ratio” shall equal a fraction,
the numerator of which is the Exercise Price per share as of the date of
exercise and the denominator of which is the Current Market Value per share of
Common Stock on the date of exercise. An exercise of a Warrant in accordance
with the immediately preceding sentences is herein called a “Cashless
Exercise.” Upon surrender of a Warrant Certificate representing more than one
Warrant in connection with the holder’s option to elect a Cashless Exercise,
the number of Shares deliverable upon a Cashless Exercise shall be equal to the
Cashless Exercise Ratio multiplied by the product of (A) one minus the Cashless
Exercise Ratio, (B) the number of Warrants that the holder specifies is to be
exercised pursuant to a Cashless Exercise and (C) the number of Shares for
which such Warrant is then exercisable (without giving effect to the Cashless
Exercise option). All provisions of the Warrant Agreement shall be applicable
with respect to an exercise of a Warrant Certificate pursuant to a Cashless
Exercise for less than the full number of Warrants represented thereby.
Capitalized terms used herein without being defined herein shall have the
definitions ascribed to such terms in the Warrant Agreement.



          “Current Market Value” per share of
Common Stock or any other security at
any date means (i) if the security is not registered under the Exchange Act,
the fair market value of the security, determined by a unanimous vote of the
Board of Directors of the Company, or in the absence of such unanimous vote, an
Independent Financial Expert or (ii) (a) if the security is registered under
the Exchange Act, the average of the daily closing sales prices of the
securities for the 20 consecutive days immediately preceding such date, or (b)
if the security has been registered under the Exchange Act for less than 20
consecutive trading days immediately preceding such date, then the offering
price of the security in the transaction causing registration under the
Exchange Act. The closing sales price for each such trading day shall be: (A)
in the case of a security listed or admitted to trading on any United States
national securities exchange or quotation system, the closing sales price,
regular way, on such day, or if no sale takes place on such day, the average of
the closing bid and asked prices on such day, (B) in the case of a security not
then listed or admitted to trading on any United States national securities
exchange or quotation system, the last reported sale price on such day, or if
no sale takes place on such day, the average of




A-2









 





the closing bid and
asked prices on such day, as reported by a reputable
quotation source designated by the Company, (C) in the case of a security not
then listed or admitted to trading on any United States national securities
exchange or quotation system and as to which no such reported sale price or bid
and asked prices are available, the average of the reported high bid and low
asked prices on such day, as reported by a reputable quotation service, or a
newspaper of general circulation in the Borough of Manhattan, City and State of
New York customarily published on each Business Day, designated by the Company,
or, if there shall be no bid and asked prices on such day, the average of the
high bid and low asked prices, as so reported, on the most recent day (not more
than 30 days prior to the date in question) for which prices have been so
reported and (D) if there are not bid and asked prices reported during the 30
days prior to the date in question, the Current Market Value shall be
determined by a unanimous vote of the Board of Directors of the Company, or in
the absence of such unanimous vote, an Independent Financial Expert.



          “Exercisability Date” means, with
respect to each Warrant, the date of
original issuance thereof.



          “Independent Financial Expert”
means a United States investment banking
firm of national or regional standing, (i) which does not, and whose directors,
officers and employees or Affiliates do not have a direct or indirect material
financial interest for its proprietary account in the Company or any of its
Affiliates and (ii) which, in the judgment of the Board of Directors of the
Company, is otherwise independent with respect to the Company and its
Affiliates and qualified to perform the task for which it is to be engaged.
Notwithstanding the definition of the term “Affiliate” in Section 5.01(1) of
the Warrant Agreement, for purposes of this definition, the Purchasers (and any
of their Affiliates) shall be deemed to be Affiliates of the Company.



          No exercise
of the Warrants may be effected which does not call for the
issuance of a number of shares of Common Stock in direct proportion (subject
only to rounding with respect to fractional shares) to the aggregate number of
shares of Common Stock then issuable upon exercise of the Warrants evidenced
hereby.



          The number
of Shares issuable upon exercise of the Warrants (“Exercise
Rate”) is subject to adjustment upon the occurrence of certain events set forth
in the Warrant Agreement.



          Any
Warrants not exercised on or prior to 5:00 p.m., Chicago time, on
February 28, 2010 shall thereafter be void.



          If the
Company merges, amalgamates or consolidates with or into, or sells
all or substantially all of its property and assets to, another Person solely
for cash, the holders of Warrants shall be entitled to receive distributions on
the date of such event on an equal basis with holders of Shares (or other
securities issuable upon exercise of the Warrants) as if the Warrants had been
exercised immediately prior to such event (less the Exercise Price).



          Reference
is hereby made to the further provisions on the reverse hereof
which provisions shall for all purposes have the same effect as though fully
set forth at this place.



          THIS
WARRANT CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS
THEREOF.



          WITNESS the
seal of the Company and signatures of its duly authorized
officers.



A-3









 





Dated:




	 	 	 	 	 
	 	 	TRANSPORTATION TECHNOLOGIES INDUSTRIES,
INC.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	
	 
	

	 	 	Name:	 
	

	 	 	Title:	 







	 	 	 
	Attest:
	 	 
	 
	 	 
	By:
	 	 
	

	 	

	

	 	Name:
	

	 	Title:







A-4









 






[FORM OF WARRANT CERTIFICATE]




[REVERSE]




TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.




          The
Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants expiring at 5:00 p.m., Chicago time, on February
28, 2010 (the “Expiration Date”), each of which represents the right to
purchase at any time on or prior to the Expiration Date one share of Common
Stock, subject to adjustment as set forth in the Warrant Agreement.



          Warrants
may be exercised by (i) surrendering at the Warrant Exercise
Office this Warrant Certificate with the form of Election to Exercise set forth
hereon duly completed and executed and (ii) to the extent such exercise is not
being effected through a Cashless Exercise by paying in full the Warrant
Exercise Price for each such Warrant exercised and any other amounts required
to be paid pursuant to the Warrant Agreement.



          If all of
the items referred to in the preceding paragraph are received by
at the Warrant Exercise Office at or prior to 11:00 a.m., Chicago time, on a
Business Day, the exercise of the Warrant to which such items relate will be
effective on such Business Day. If any items referred to in the preceding
paragraph are received after 11:00 a.m., Chicago time, on a Business Day, the
exercise of the Warrants to which such item relates will be deemed to be
effective on the next succeeding Business Day. Notwithstanding the foregoing,
in the case of an exercise of Warrants on February 28, 2010, if all of the
items referred to in the preceding paragraph are received at a Warrant Exercise
Office at or prior to 5:00 p.m., Chicago time, on such Expiration Date, the
exercise of the Warrants to which such items relate will be effective on the
Expiration Date.



          As soon as
practicable after the exercise of any Warrant or Warrants, the
Company shall issue or cause to be issued to or upon the written order of the
holder of this Warrant Certificate, a certificate or certificates evidencing
the Share or Shares to which such holder is entitled, registered in such name
or names as may be directed by such holder pursuant to the Election to
Exercise, as set forth on the reverse of this Warrant Certificate. Such
certificate or certificates evidencing the Share or Shares shall be deemed to
have been issued and any persons who are designated to be named therein shall
be deemed to have become the holder of record of such Share or Shares as of the
close of business on the date upon which the exercise of this Warrant was
deemed to be effective as provided in the preceding paragraph.



          The Company
will not be required to issue fractional shares of Common
Stock upon exercise of the Warrants or distribute Share certificates that
evidence fractional shares of Common Stock. In lieu of fractional shares of
Common Stock, the Company may pay to the registered holder of this Warrant
Certificate at the time such Warrant Certificate is exercised an amount in cash
equal to the same fraction of the Current Market Value per share of Common
Stock on the Business Day preceding the date this Warrant Certificate is
surrendered for exercise.



          Warrant
Certificates, when surrendered at the office or agency maintained
by the Company for that purpose by the holder thereof in person or by legal
representative or attorney duly authorized in writing, may be exchanged for a
new Warrant Certificate or new Warrant Certificates evidencing in the aggregate
a like number of Warrants, in the manner and subject to the limitations
provided in the Warrant Agreement, without charge except for any tax or other
governmental charge imposed in connection therewith.



A-5









 





          Upon due
presentment for registration of transfer of this Warrant
Certificate at any office or agency maintained by the Company for that purpose,
a new Warrant Certificate evidencing in the aggregate a like number of Warrants
shall be issued to the transferee in exchange for this Warrant Certificate,
subject to the limitations provided in the Warrant Agreement, without charge
except for any tax or other governmental charge imposed in connection
therewith.



          The Company
may deem and treat the registered holder hereof as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone) for the purpose of any
exercise hereof and for all other purposes, and the Company shall not be
affected by any notice to the contrary.



          The term
“Business Day” shall mean any day on which (i) banks in New York
City or Chicago, Illinois, (ii) the principal U.S. securities exchange or
market, if any, on which the Common Stock is listed or admitted to trading and
(iii) the principal U.S. securities exchange or market, if any, on which the
Warrants are listed or admitted to trading are open for business.



          The
Warrants and the Shares are entitled to certain registration rights
that provide certain holders of securities of the Company with the right,
subject to the conditions and limitations contained in the operative
agreements, to include such securities in certain registration statements filed
by the Company for its account or for the account of any of its
securityholders.



A-6









 





(FORM OF ELECTION TO EXERCISE)




     (To be executed upon exercise of Warrants
on the Exercise Date)



          The
undersigned hereby irrevocably elects to exercise [  ] of the Warrants
represented by this Warrant Certificate and purchase the whole number of Shares
issuable upon the exercise of such Warrants and herewith tenders payment for
such Shares as follows:



          $[  ] in cash or by
certified or official bank check; or by surrender of
Warrants pursuant to a Cashless Exercise (as defined in the Warrant Agreement)
for [  ] shares of Common Stock at the current Cashless Exercise Ratio.



          The
undersigned requests that a certificate representing such Shares be
registered in the name of                    whose
address is                    and that such
shares be delivered to                    whose
address is                    . Any cash
payments to be paid in lieu of a fractional Share should be made to           
       
whose address is                   and the check
representing payment thereof should be
delivered to                   whose address is



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Dated                
   ,                    
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Name of holder of
	

	 	Warrant Certificate:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	

	 	 	(Please Print)
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Tax Identification or
	

	 	Social Security Number:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	

	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Address:
	 	 	

	 	 	

	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Signature:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	

	

	 	 	 	Note:
	 	The above
signature must correspond with the name as
written upon the face of this Warrant
Certificate in every particular, without
alteration or enlargement or any change
whatever and if the certificate representing
the Shares or any Warrant Certificate
representing Warrants not exercised is to be
registered in a name other than that in
which this Warrant Certificate is
registered, or if any cash payment to be
paid in lieu of a fractional share is to be
made to a person other than the registered
holder of this Warrant Certificate, the
signature of the holder hereof must be
guaranteed as provided in the Warrant
Agreement.	 	 	 	 







A-7









 






	 	 	 	 	 	 	 	 	 	 	 
	Dated
	 	            ,   
  	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Signature:
	 	 	 	
	 
	

	 	 	 	Note:
	 	The above signature must
correspond with the name as written upon the face of
this Warrant Certificate in every particular, without
alteration or enlargement or any change whatever.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Signature
Guaranteed:
	 	 	 	 	 	
	 







A-8









 






[FORM OF ASSIGNMENT]




     For value received    
               hereby sells, assigns and
transfers unto                    the within Warrant
Certificate, together with all
right, title and interest therein, and does hereby irrevocably constitute and
appoint                         
             attorney, to transfer said Warrant Certificate on
the books of the within-named Company, with full power of substitution in the
premises.





	 	 	 	 	 	 	 	 	 	 	 
	Dated
	 	            ,   
  	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Signature:
	 	 	 	
	 
	

	 	 	 	Note:
	 	The above signature must
correspond with the name as written upon the face of
this Warrant Certificate in every particular, without
alteration or enlargement or any change whatever.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Signature
Guaranteed:
	 	 	 	 	 	
	 







A-9