Exhibit 4.3
▇▇▇▇▇▇▇ THE LEATHER EXPERTS INC.
WARRANT FOR THE PURCHASE OF SHARES OF
COMMON STOCK OF WILSONS THE LEATHER EXPERTS INC.
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NO. 2 WARRANT TO PURCHASE
1,200,000 SHARES
THIS WARRANT AND THE SHARES TO BE ISSUED UPON THE EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OF THE UNITED STATES AND THE SECURITIES
REGULATORY AUTHORITIES OF APPLICABLE STATES OR UNLESS, IN THE WRITTEN OPINION OF
COUNSEL OF HOLDER REASONABLY ACCEPTABLE TO WILSONS THE LEATHER EXPERTS INC.
("THE COMPANY") THAT IS DELIVERED TO THE COMPANY, AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE. THIS SECURITY IS ALSO SUBJECT TO CERTAIN REGISTRATION
RIGHTS, TRANSFER RESTRICTIONS AND OTHER PROVISIONS SET FORTH IN (1) THE
REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 25, 1996 BY AND AMONG MELVILLE
CORPORATION ("MELVILLE"), THE COMPANY, THE MANAGERS LISTED ON THE SIGNATURE
PAGES THERETO, LEATHER INVESTORS LIMITED PARTNERSHIP I AND THE PARTNERS THEREOF
LISTED ON THE SIGNATURE PAGES THERETO, COPIES OF WHICH MAY BE OBTAINED FROM THE
COMPANY, (2) AS TO THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT, THE
SHAREHOLDERS AGREEMENT DATED AS OF MAY 25, 1996 AMONG THE COMPANY AND THE
SHAREHOLDERS OF THE COMPANY, COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY,
AND (3) THIS WARRANT.
FOR VALUE RECEIVED, ▇▇▇▇▇▇▇ THE LEATHER EXPERTS INC., a Minnesota
corporation (the "Company"), hereby certifies that Melville Corporation, its
successor or registered assigns (the "Holder"), is entitled, subject to the
provisions of this Warrant, to purchase from the Company, at the times specified
herein, 1,200,000 fully paid and non-assessable shares of Class A Common Stock
of the Company (as hereinafter defined), par value $.01 per share (such Class
A Common Stock together with all other classes of common stock of the Company,
the "Common Stock") as such number of shares of Class A Common Stock may be
reduced pursuant to paragraph (b)(5), at a purchase price per share equal to the
Exercise Price (as hereinafter defined). The number of shares of Class A Common
Stock to be received upon the exercise of this Warrant and the price to be paid
for a share of Class A Common Stock are subject to adjustment from time to time
as hereinafter set forth.
(a) DEFINITIONS. (1) The following terms, as used herein, have the
following meanings:
"AFFILIATE" shall have the meaning given to such term in Rule 12b-2
promulgated under the Securities and Exchange Act of 1934, as amended.
"BOARD OF DIRECTORS" means the Board of Directors of the Company.
"BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in the City of New York are authorized by law to close.
"CLASS A COMMON STOCK" means the Class A Common Stock, par value $.01
per share, of the Company having the rights, voting power, preferences and
restrictions designated in the articles of incorporation of the Company.
"DULY ENDORSED" means duly endorsed in blank by the Person or Persons
in whose name a stock certificate is registered or accompanied by a duly
executed stock assignment separate from the certificate with the signature(s)
thereon guaranteed by a commercial bank or trust company or a member of a
national securities exchange or of the National Association of Securities
Dealers, Inc.
"EXERCISE PRICE" means $.5408333 per Warrant Share, such Exercise
Price to be adjusted from time to time as provided herein.
"EXPIRATION DATE" means the second anniversary of the Initial Exercise
Date at 5:00 p.m. New York City time.
"INITIAL EXERCISE DATE" shall be April 30, 2001.
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"MANAGER STOCK PURCHASE AGREEMENT" means the stock purchase agreement
dated as of May 25, 1996 among the Company and the Managers.
"MANAGERS" means the managers listed on the signature pages of the
Manager Stock Purchase Agreement.
"PERSON" means an individual, partnership, corporation, trust, joint
stock company, association, joint venture, or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.
"PREFERRED STOCK" means the Preferred Stock, par value $.01 per share,
of the Company.
"PRINCIPAL HOLDER" means the original Holder of this Warrant on the
date of issue, or if such original Holder so elects, any transferee of all or
any portion of this Warrant whom such original holder shall have designated by
written notice to the Company as the successor Principal ▇▇▇▇▇▇; provided that
the original Holder may only designate a single Holder to be the successor
Principal ▇▇▇▇▇▇. Any successor Principal ▇▇▇▇▇▇ designated pursuant to the
immediately preceding sentence shall also have the right upon any subsequent
transfer to designate a successor Principal ▇▇▇▇▇▇ in the manner described
above.
"RESTRICTED COMMON STOCK" means the Common Stock of the Company
subject to the restrictions set forth in the restricted stock agreement (the
"Restricted Stock Agreement") issued to the Managers pursuant to the Manager
Stock Purchase Agreement.
"SALE AGREEMENT" means the Sale Agreement dated as of May 24, 1996
among the Company, the Holder and Wilsons Center, Inc.
"SHAREHOLDERS" means the shareholders listed on the signature pages to
the Shareholders Agreement.
"SHAREHOLDERS AGREEMENT" means the Shareholders Agreement dated as of
the date hereof among the Company and the Shareholders.
"WARRANT SHARES" means the shares of Class A Common Stock deliverable
upon exercise of this Warrant, as adjusted from time to time.
(2) Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Sale Agreement.
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(b) EXERCISE OF WARRANT.
(1) Subject to the provisions of subparagraph (5) below, the Holder is
entitled to exercise this Warrant in whole or in part at any time, or from time
to time, from the Initial Exercise Date until the Expiration Date or, if such
day is not a Business Day, then on the next succeeding day that shall be a
Business Day. To exercise this Warrant, the Holder shall deliver to the Company
this Warrant Certificate, including the Warrant Exercise Subscription Form
forming a part hereof duly executed by the Holder, together with payment of the
applicable Exercise Price. At the close of business on the day of such delivery
and payment, the Holder shall be deemed to be the holder of record of the
Warrant Shares subject to such exercise, notwithstanding that the stock transfer
books of the Company shall then be closed or that certificates representing such
Warrant Shares shall not then be actually delivered to the Holder.
(2) The Exercise Price may be paid in cash, by certified check or bank
cashier's check of, or certified by, a bank reasonably acceptable to the Company
payable to the order of the Company or by any combination of such cash or check
or by wire transfer to an account of the Company designated by the Company. The
Company shall pay any and all documentary, stamp or similar issue or transfer
taxes payable in respect of the issue or delivery of the Warrant Shares.
(3) If the Holder exercises this Warrant in part, this Warrant Certificate
shall be surrendered by the Holder to the Company and a new Warrant Certificate
of the same tenor and for the unexercised number of Warrant Shares shall be
executed by the Company; provided that if the number of Shares for which this
Warrant is exercisable has been reduced pursuant to subparagraph (5) below, the
new Warrant Certificate shall be for the unexercised number of Warrant Shares
minus the number of shares of any such reduction. The Company shall register the
new Warrant Certificate in the name of the Holder or in such name or names of
its transferee pursuant to paragraph (f) hereof as may be directed in writing by
the Holder and deliver the new Warrant Certificate to the Person or Persons
entitled to receive the same.
(4) Upon surrender of this Warrant Certificate in conformity with the
foregoing provisions, the Company shall transfer to the Holder of this Warrant
Certificate appropriate evidence of ownership of the shares of Common Stock or
other securities or property (including any money) to which the Holder is
entitled, registered or otherwise placed in the name or names of the Holder or
such transferee as may be directed in writing by the Holder, and shall deliver
such evidence of ownership and any other securities or property (including any
money) to the Person or Persons entitled to receive the same, together with an
amount in cash in lieu of any fraction of a share as provided in paragraph (e)
below. ▇▇▇▇▇▇ agrees that upon receipt of such shares or other securities or
property (including any money), Holder shall enter into the Shareholders
Agreement
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(5) If any shares of Restricted Common Stock vest pursuant to the
terms of such Restricted Common Stock as set forth in the Restricted Stock
Agreement, then the number of shares of Class A Common Stock for which this
Warrant is then exercisable shall be reduced by an amount equal to such number
of shares of Restricted Common Stock which have vested. No later than 15 days
after any Restricted Common Stock vests pursuant to the terms thereof (or with
respect to vesting as a result of the Company's achievement of financial
objectives, within 15 days after the Company's receipt of the financial
statements verifying the satisfaction of such financial objectives), the Company
shall provide written notice to the Holders of the number of shares of
Restricted Common Stock which have vested and the corresponding reduction of the
number of shares for which this Warrant is exercisable, provided that the
failure to provide such notice within such 15 day period shall not affect the
reduction of the number of shares for which the Warrant is then exercisable as
provided in the first sentence of this subparagraph (5).
(c) RESTRICTIVE LEGEND. Certificates representing shares of Common
Stock issued pursuant to this Warrant shall bear a legend substantially in the
form of the legend set forth in the Shareholders Agreement to the extent that
and for so long as such legend is required pursuant to the Shareholders
Agreement.
(d) RESERVATION OF SHARES. The Company hereby agrees that at all
times there shall be reserved for issuance and delivery upon exercise of this
Warrant such number of its authorized but unissued shares of Common Stock or
other securities of the Company from time to time issuable upon exercise of this
Warrant as will be sufficient to permit the exercise in full of this Warrant;
provided that if the number of shares for which this Warrant is exercisable is
reduced pursuant to paragraph (b)(5), the Company will only be required to
reserve such number of shares of Common Stock issuable upon exercise of this
Warrant as will be sufficient to permit the exercise in full of this Warrant for
such reduced number of Shares. All such shares shall be duly authorized and,
when issued upon such Exercise and upon payment of the Exercise Price therefor,
shall be validly issued, fully paid and non-assessable, free and clear of all
liens, security interests, charges and other encumbrances or restrictions on
sale and free and clear of all preemptive rights, except to the extent set forth
in the Shareholders Agreement and restrictions imposed by applicable securities
laws.
(e) FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant and in lieu
of delivery of any such fractional share upon any exercise hereof, the Company
shall pay to the Holder an amount in cash equal to such fraction multiplied by
the Current Market Price Per Common Share (as hereinafter defined) at the date
of such exercise. For the purpose of this Warrant on any determination date
after the Company's initial public offering, the Current Market Price Per Common
Share shall, subject to the next two succeeding sentences of this paragraph (e),
be the average (weighted by daily trading volume) of the Daily Prices (as
defined below) per share of the applicable class of Common Stock for the 20
consecutive trading days
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immediately prior to such date. "Daily Price" means (1) if the shares of such
class of Common Stock then are listed and traded on the New York Stock Exchange,
Inc. ("NYSE"), the closing price on such day as reported on the NYSE Composite
Transactions Tape; (2) if the shares of such class of Common Stock then are not
listed and traded on the NYSE, the closing price on such day as reported by the
principal national securities exchange on which the shares are listed and
traded; (3) if the shares of such class of Common Stock then are not listed and
traded on any such securities exchange, the last reported sale price on such day
on the National Market of the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ"); or (4) if the shares of such class of
Common Stock then are not traded on the NASDAQ National Market, the average of
the highest reported bid and lowest reported asked price on such day as reported
by NASDAQ. At all times before the Company has made an initial public offering,
or if on any determination date the shares of such class of Common Stock are not
quoted by any such organization, the Current Market Price Per Common Share shall
be the fair market value of such shares on such determination date as determined
by the Board of Directors. If the Principal Holder shall object to any
determination by the Board of Directors of the Current Market Price Per Common
Share, the Current Market Price Per Common Share shall be the fair market value
per share of the applicable class of Common Stock as determined by an
independent appraiser retained by the Company and reasonably acceptable to the
Principal Holder, provided that the fees and expenses of such independent
appraisers shall be borne equally by the Company and the Holders. For purposes
of any computation under this paragraph (e), the number of shares of Common
Stock outstanding at any given time shall not include shares owned or held by or
for the account of the Company.
(f) EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANT.
(1) This Warrant Certificate and all rights hereunder are not
transferable by the registered holder hereof except to any Person who, prior to
such transfer, agrees in writing, in form and substance reasonably satisfactory
to the Company, to be bound by the terms of the Shareholders Agreement in
accordance with the provisions thereof. Each taker and holder of this Warrant
Certificate by taking or holding the same, consents and agrees that the
registered holder hereof may be treated by the Company and all other persons
dealing with this Warrant Certificate as the absolute owner hereof for any
purpose and as the person entitled to exercise the rights represented hereby.
(2) Subject to compliance with the legend to this Warrant
Certificate, the Holder of this Warrant shall be entitled, without obtaining the
consent of the Company, to assign and transfer this Warrant, at any time in
whole or from time to time in part, to any Person or Persons. Subject to the
preceding sentence, upon surrender of this Warrant to the Company, together with
the attached Warrant Assignment Form duly executed, the Company shall, without
charge (except that the Holder or assignee shall pay any and all documentary,
stamp or similar transfer taxes payable in respect of the registration or
transfer of all or part of this Warrant in the name of, or to, assignee) execute
and deliver a new Warrant in the name of
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the assignee or assignees named in such instrument of assignment and, if the
Holder's entire interest is not being assigned, in the name of the Holder and
this Warrant shall promptly be canceled.
(g) LOSS OR DESTRUCTION OF WARRANT. Upon receipt by the Company of
evidence satisfactory to it (in the exercise of its reasonable discretion) of
the loss, theft, destruction or mutilation of this Warrant Certificate, and (in
the case of loss, theft or destruction) of reasonably satisfactory
indemnification and, if the Warrant has been registered under applicable
securities laws, such bond or other security as the Company reasonably deems
appropriate, and upon surrender and cancellation of this Warrant Certificate,
if mutilated, the Company shall execute and deliver a new Warrant Certificate of
like tenor and date.
(h) ANTI-DILUTION PROVISIONS.
(1) In case the Company shall at any time after the date hereof (i)
declare a dividend or make a distribution on Common Stock payable in Common
Stock, (ii) subdivide or split the outstanding Common Stock, (iii) combine or
reclassify the outstanding Common Stock into a smaller number of shares, or (iv)
issue any shares of its capital stock in a reclassification of Common Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation other than a merger
described in paragraph (i) below), the Exercise Price in effect at the time of
the record date for such dividend or distribution or of the effective date of
such subdivision, split, combination, issuance or reclassification shall be
proportionately adjusted so that, giving effect to paragraph (h)(7), the
exercise of this Warrant after such time shall entitle the holder to receive,
for the same aggregate Exercise Price, the aggregate number of shares of Common
Stock or other securities of the Company (or shares of any security into which
such shares of Common Stock have been reclassified pursuant to clause (iii) or
(iv) above) which, if this Warrant had been exercised immediately prior to such
time, such holder would have owned upon such exercise and been entitled to
receive by virtue of such dividend, distribution, subdivision, split,
combination, issuance or reclassification. Such adjustment shall be made
successively whenever any event listed above shall occur. The Holder of this
Warrant acknowledges and agrees that under the terms of the articles of
incorporation of the Company, all Class A Common Stock may become Common Stock
without designation as to class, in which event, subject to this paragraph
(h)(1), this Warrant would be a warrant to purchase Common Stock without
designation as to class instead of Class A Common Stock.
(2) In case the Company shall issue or sell any Common Stock (other
than Common Stock issued (I) upon exercise of this Warrant, (II) pursuant to the
Company's stock option plan for employees of the Company or pursuant to any
other Common Stock related employee compensation plan of the Company approved by
the Company's Board of Directors, (III) upon conversion of any class of Common
Stock into any other class of Common Stock or into Common Stock without
designation as to class, or (IV) upon exercise
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or conversion of any security the issuance of which caused an adjustment under
paragraphs (h)(3) or (h)(4) hereof) without consideration or for a consideration
per share less than the Exercise Price, the Exercise Price to be in effect after
such issuance or sale shall be determined by dividing (A) an amount equal to the
sum of (x) the number of shares of Common Stock outstanding immediately prior to
the time of such issuance or sale multiplied by the Exercise Price immediately
prior to such issuance or sale and (y) the aggregate consideration, if any, to
be received by the Company upon such issuance or sale, by (B) the aggregate
number of shares of Common Stock outstanding immediately after such issuance or
sale. In case any portion of the consideration to be received by the Company
shall be in a form other than cash, the fair market value of such noncash
consideration shall be utilized in the foregoing computation. Such fair market
value shall be determined by the Board of Directors of the Company; provided
that if the Principal Holder shall object to any such determination, the Board
of Directors shall retain an independent appraiser reasonably satisfactory to
the Principal Holder to determine such fair market value. The Holder shall be
notified promptly of any consideration other than cash to be received by the
Company and furnished with a description of the consideration and the fair
market value thereof, as determined by the Board of Directors.
(3) In case the Company shall fix a record date for the issuance of
rights, options (other than options issued pursuant to a plan described in
clause II of paragraph (h)(2)) or warrants to the holders of its Common Stock or
other securities entitling such holders to subscribe for or purchase for a
period expiring within 60 days of such record date shares of Common Stock (or
securities convertible into shares of Common Stock) at a price per share of
Common Stock (or having a conversion price per share of Common Stock, if a
security convertible into shares of Common Stock) less than the Exercise Price
on such record date, the maximum number of shares of Common Stock issuable upon
exercise of such rights, options or warrants (or conversion of such convertible
securities) shall be deemed to have been issued and outstanding as of such
record date and the Exercise Price shall be adjusted pursuant to paragraph
(h)(2) hereof, as though such maximum number of shares of Common Stock had been
so issued for an aggregate consideration payable by the holders of such rights,
options, warrants or convertible securities prior to their receipt of such
shares of Common Stock. In case any portion of such consideration shall be in a
form other than cash, the fair market value of such noncash consideration shall
be determined as set forth in paragraph (h)(2) hereof. Such adjustment shall be
made successively whenever such record date is fixed; and in the event that such
rights, options or warrants are not so issued or expire unexercised, or in the
event of a change in the number of shares of Common Stock to which the holders
of such rights, options or warrants are entitled (other than pursuant to
adjustment provisions therein comparable to those contained in this paragraph
(h)), the Exercise Price shall again be adjusted to be the Exercise Price which
would then be in effect if such record date had not been fixed, in the former
event, or the Exercise Price which would then be in effect if such holder had
initially been entitled to such changed number of shares of Common Stock, in the
latter event.
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(4) In case the Company shall issue rights, options (other than
options issued pursuant to a plan described in clause II of paragraph (h)(2)) or
warrants entitling the holders thereof to subscribe for or purchase Common Stock
(or securities convertible into shares of Common Stock) or shall issue
convertible securities, and the price per share of Common Stock payable pursuant
to such rights, options, warrants or convertible securities (including, in the
case of rights, options or warrants, the price at which they may be exercised)
is less than the Exercise Price, the maximum number of shares of Common Stock
issuable upon exercise of such rights, options or warrants or upon conversion of
such convertible securities shall be deemed to have been issued and outstanding
as of the date of such sale or issuance, and the Exercise Price shall be
adjusted pursuant to paragraph (h)(2) hereof as though such maximum number of
shares of Common Stock had been so issued for an aggregate consideration equal
to the aggregate consideration paid for such rights, options, warrants or
convertible securities and the aggregate additional consideration payable by the
holders of such rights, options, warrants or convertible securities prior to
their receipt of such shares of Common Stock. In case any portion of such
consideration shall be in a form other than cash, the fair market value of such
noncash consideration shall be determined as set forth in paragraph (h)(2)
hereof. Such adjustment shall be made successively whenever such rights,
options, warrants or convertible securities are issued; and in the event that
such rights, options or warrants expire unexercised, or in the event of a change
in the number of shares of Common Stock to which the holders of such rights,
options, warrants or convertible securities are entitled (other than pursuant to
adjustment provisions therein comparable to those contained in this paragraph
(h)), the Exercise Price shall again be adjusted to be the Exercise Price which
would then be in effect if such rights, options, warrants or convertible
securities had not been issued, in the former event, or the Exercise Price which
would then be in effect if such holders had initially been entitled to such
changed number of shares of Common Stock, in the latter event. No adjustment of
the Exercise Price shall be made pursuant to this paragraph (h)(4) to the extent
that the Exercise Price shall have been adjusted pursuant to paragraph (h)(3)
upon the setting of any record date relating to such rights, options, warrants
or convertible securities and such adjustment fully reflects the number of
shares of Common Stock to which the holders of such rights, options, warrants or
convertible securities are entitled and the price payable therefor.
(5) No adjustment in the Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least one percent in such
price; provided that any adjustments which by reason of this paragraph (h)(5)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this paragraph (h) shall be
made to the nearest one tenth of a cent or to the nearest hundredth of a share,
as the case may be.
(6) In the event that, at any time as a result of the provisions of
this paragraph (h), the holder of this Warrant upon subsequent exercise shall
become entitled to receive any shares of capital stock of the Company other than
Common Stock, the number of such other shares so receivable upon exercise of
this Warrant shall thereafter be subject to adjustment
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from time to time in a manner and on terms as nearly equivalent as practicable
to the provisions contained herein.
(7) Upon each adjustment of the Exercise Price as a result of the
calculations made in paragraphs (h)(1), (2), (3) or (4) hereof, the number of
shares for which this Warrant is exercisable immediately prior to the making of
such adjustment shall thereafter evidence the right to purchase, at the adjusted
Exercise Price, that number of shares of Common Stock obtained by (i)
multiplying the number of shares covered by this Warrant immediately prior to
this adjustment of the number of shares by the Exercise Price in effect
immediately prior to such adjustment of the Exercise Price and (ii) dividing the
product so obtained by the Exercise Price in effect immediately after such
adjustment of the Exercise Price.
(i) CONSOLIDATION, MERGER, OR SALE OF ASSETS. In case of any
consolidation of the Company with, or merger of the Company into, any other
Person, any merger of another Person into the Company (other than a merger which
does not result in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock) or any sale or transfer of all or
substantially all of the assets of the Company or of the Person formed by such
consolidation or resulting from such merger or which acquires such assets, as
the case may be, this Warrant shall thereafter be exercisable for the kind and
amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer by a holder of the number of shares of
Common stock for which this Warrant may have been exercised immediately prior to
such consolidation, merger, sale or transfer (in lieu of Common Stock), assuming
(i) such holder of Common stock is not a Person with which the Company
consolidated or into which the Company merged or which merged into the Company
or to which such sale or transfer was made, as the case may be ("constituent
Person"), or an Affiliate of a constituent Person and (ii) in the case of a
consolidation merger, sale or transfer which includes an election as to the
consideration to be received by the holders, such holder of Common Stock failed
to exercise its rights of election, as to the kind or amount of securities, cash
and other property receivable upon such consolidation, merger, sale or transfer
(provided that if the kind or amount of securities, cash and other property
receivable upon such consolidation, merger, sale or transfer is not the same for
each share of Common Stock held immediately prior to such consolidation, merger,
sale or transfer by other than a constituent Person or an Affiliate thereof and
in respect of which such rights of election shall not have been exercised ("non-
electing share"), then for the purpose of this paragraph (i) the kind and amount
of securities, cash and other property receivable upon such consolidation,
merger, sale or transfer by each non-electing share shall be deemed to be the
kind and amount so receivable per share by a plurality of the non-electing
shares). Adjustments for events subsequent to the effective date of such a
consolidation, merger and sale of assets shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant. In any such event,
effective provisions shall be made in the certificate or articles of
incorporation of the resulting or surviving corporation, in any contract of
sale, conveyance, lease or transfer, or otherwise so that the provisions set
forth herein for the protection of the rights of the Holder shall thereafter
continue to be applicable; and any such resulting or surviving
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corporation shall expressly assume the obligation to deliver, upon exercise,
such shares of stock, other securities, cash and property. The provisions of
this paragraph (i) shall similarly apply to successive consolidations, mergers,
sales, leases or transfers.
(j) NOTICES. Any notice, demand or delivery authorized by this
Warrant Certificate shall be in writing and shall be given to the Holder or the
Company, as the case may be, at its address (or telecopier number) set forth
below, or such other address (or telecopier number) as shall have been furnished
to the party giving or making such notice, demand or delivery:
If to the Company: ▇▇▇▇▇▇▇ The Leather Experts Inc.
c/o Wilsons Center Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇
with copies to:
Faegre & ▇▇▇▇▇▇
2200 Norwest Center
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Brand
3300 Norwest Center
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇, Esq.
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If to the Holder: Melville Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Chief Executive Officer,
Chief Financial Officer
and General Counsel
with a copy to:
▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Each such notice, demand or delivery shall be effective (i) if given by
telecopy, when such telecopy is transmitted to the telecopy number specified
herein and the intended recipient confirms the receipt of such telecopy or (ii)
if given by any other means, when received at the address specified herein.
(k) RIGHTS OF THE HOLDER. Prior to the exercise of this Warrant, the
Holder shall not, by virtue hereof, be entitled to any rights of a shareholder
of the Company, including, without limitation, the right to vote, to receive
dividends or other distributions, to exercise any preemptive right or to receive
any notice of meetings of shareholders or any notice of any proceedings of the
Company except as may be specifically provided for herein.
(l) GOVERNING LAW. THIS WARRANT CERTIFICATE AND ALL RIGHTS ARISING
HEREUNDER SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF NEW YORK, AND THE PERFORMANCE THEREOF SHALL BE GOVERNED AND
ENFORCED IN ACCORDANCE WITH SUCH LAWS.
(m) AMENDMENTS; WAIVERS. Any provision of this Warrant Certificate
may be amended or waived if, and only if, such amendment or waiver is in writing
and signed, in the case of an amendment, by the Holder and the Company, or in
the case of a waiver, by the party against whom the waiver is to be effective.
No failure or delay by either party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law.
-12-
IN WITNESS WHEREOF, the Company has duly caused this Warrant
Certificate to be signed by its duly authorized officer and to be dated as of
___________, 1996.
▇▇▇▇▇▇▇ THE LEATHER EXPERTS INC.
By
-------------------------------
Name:
Title:
Acknowledged and Agreed:
MELVILLE CORPORATION
By
-------------------------------
Name:
Title:
-13-
WARRANT EXERCISE SUBSCRIPTION FORM
(To be executed only upon exercise of the Warrant)
To: ▇▇▇▇▇▇▇ The Leather Experts Inc.
The undersigned irrevocably exercises the Warrant for the
purchase of ___________ shares (the "Shares") of Common Stock, par value $.01
per share, of Wilsons The Leather Experts Inc. (the "Company") at $_____ per
Share (the Exercise Price currently in effect pursuant to the Warrant) and
herewith makes payment of $___________ (such payment being made in cash, by
certified check, by bank cashier's check or by wire transfer payable to the
order of the Company or by any permitted combination of such cash or check), all
on the terms and conditions specified in the within Warrant Certificate,
surrenders this Warrant Certificate and all right, title and interest therein to
the Company and directs that the Shares deliverable upon the exercise of this
Warrant be registered or placed in the name and at the address specified below
and delivered thereto.
Date:
------------, ----
Signature Guaranteed:
--------------------------------
By: (Signature of Owner)
--------------------------
--------------------------------
-------------------------- (Street Address)
[Title]
--------------------------------
(City) (State) (Zip Code)
The signature to this document must correspond with the name as
written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatever.
The signature to this document must be guaranteed by a commercial bank
or trust company in the United States or a member firm of the New York Stock
Exchange.
-14-
Securities and/or check to be issued to:
Please insert social security or identifying number:
Name:
Street Address:
City, State and Zip Code:
Any unexercised portion of the Warrant evidenced by the
within Warrant Certificate to be issued to:
Please insert social security or identifying number:
Name:
Street Address:
City, State and Zip Code:
-15-
WARRANT ASSIGNMENT FORM
-----------------------
Dated
_____________, _________
FOR VALUE RECEIVED,
___________________________________________________
hereby sells, assigns and transfers unto
_______________________________________
(please type or print in block letters)
(the "Assignee"),
________________________________________________________________________________
(insert address)
its right to purchase up to _______ shares of Common Stock represented by this
Warrant, as such number of shares may be reduced pursuant to paragraph (b)(5) of
this Warrant, and does hereby irrevocably constitute and appoint
_____________________ Attorney, to transfer the same on the books of the
Company, with full power of substitution in the premises.
Signature Guaranteed: Signature
--------------------------
By:
-------------------------
-------------------------
[Title]
The signature to this document must correspond with the name as written
upon the face of the within Warrant in every particular, without alteration or
enlargement or any change whatever.
The signature to this document must be guaranteed by a commercial bank or
trust company in the United States or a member firm of the New York Stock
Exchange.
-16-
