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EXHIBIT 4.9
SUNSHINE MERGER COMPANY
AS SUCCESSOR TO SUNSHINE MINING AND REFINING COMPANY
AND
AMERICAN STOCK TRANSFER & TRUST COMPANY
_______________________________________
AS WARRANT AGENT
_______________________________________
SUPPLEMENTAL WARRANT AGREEMENT
DATED AS OF [___________]
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SUPPLEMENTAL WARRANT AGREEMENT, dated as of [____________]
("Agreement"), between SUNSHINE MERGER COMPANY, a Delaware corporation (the
"Company") and successor by merger (the "Merger") to Sunshine Mining and
Refining Company, a Delaware corporation ("Sunshine"), and AMERICAN STOCK
TRANSFER & TRUST COMPANY, a New York corporation, as Warrant Agent (with any
successor warrant agent, the "Warrant Agent").
RECITALS:
WHEREAS, the Company was organized as a wholly-owned subsidiary of
Sunshine; and
WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated [_________], Sunshine was merged with and into the Company,
with the Company being the surviving entity, and upon the effective date of
which the Company changed its name to Sunshine Mining and Refining Company;
WHEREAS, pursuant to the terms of the Merger Agreement, on the
effective date of the Merger, each share of Common Stock, par value $.01 of
Sunshine became one share of Common Stock, par value $.01 of the Company,
without any action by the holder thereof;
WHEREAS, pursuant to the terms of the Merger Agreement, each
warrant to purchase Common Stock, par value $.01, of Sunshine became a warrant
to purchase a like number of shares of Common Stock, par value $.01, of the
Company on the same terms and conditions; and
WHEREAS, pursuant to the terms of that certain Warrant Agreement dated
as of February 3, 1994, between Sunshine and Warrant Agent (the warrants
identified therein are herein referred to as the "Warrants"), the Company, as
the entity under the Merger Agreement obligated to deliver securities upon
exercise of Warrants, is required to enter into this Supplemental Warrant
Agreement with Warrant Agent.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
SECTION 1. Consent to Warrant Agreement. The Company, upon the
effective date of the Merger, consents to and agrees to be bound by all of the
terms and conditions of the Warrant Agreement and all of Sunshine's duties and
obligations thereunder.
SECTION 2. Exercise of Warrants. On and after the effective date
of the Merger, each Warrant shall represent the right, subject to the
provisions specified in the Warrant Agreement and Warrant Certificate, to
purchase from the Company (and the Company shall issue and sell to the
registered holder of such
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Warrant) one fully paid and nonassessable share of Common Stock, par value
$.01, of the Company, together with such additional securities as may
thereafter be issuable to the Warrantholder pursuant to Section 11 of the
Warrant Agreement, at the price and on the terms specified in the Warrant
Agreement and Warrant Certificate.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.
SUNSHINE MERGER COMPANY
By:____________________
Its:___________________
AMERICAN STOCK TRANSFER
& TRUST COMPANY,
As Warrant Agent
By:____________________
Its:___________________
