EXHIBIT 10.50
------------------------------------------------------------------------
ELSINORE CORPORATION
as Issuer
and
THE GUARANTORS NAMED HEREIN
TO
U.S. BANK TRUST NATIONAL ASSOCIATION
as Trustee
-------------------------
SECOND SUPPLEMENTAL
INDENTURE
Dated as of September 29, 1998
Supplement to Amended and Restated Indenture
Dated as of March 3, 1997
---------------------------
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SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental
Indenture"), dated as of September 29, 1998, among Elsinore Corporation, a
Nevada corporation (the "Company"), the Guarantors listed on the signature pages
hereof (the "Guarantors"), and U.S. Bank Trust National Association (formerly
known as First Trust National Association), as trustee (the "Trustee").
PRELIMINARY STATEMENTS
The Company, the Guarantors and the Trustee have heretofore
entered into that certain Amended and Restated Indenture dated as of March 3,
1997 (as amended by the First Supplemental Amended and Restated Indenture, dated
as of September 18, 1997, among the Company, the Guarantors, Palm Springs East,
Limited Partnership, and the Trustee, the "Indenture") providing for the issue
of the Company's 13 1/2% Second Mortgage Notes due 2001 in the original
aggregate principal amount of $30,000,000. All capitalized terms in this Second
Supplemental Indenture that are defined in the Indenture shall have the same
meanings assigned to them in the Indenture.
Section 10.2 of the Indenture provides that a supplemental
indenture may be entered into by the Company and the Trustee with the consent of
Holders of a majority in aggregate principal amount of the then outstanding
Securities to change or modify any provision of the Indenture, except in certain
circumstances set forth in Section 10.2 of the Indenture, in which case the
consent of Holders of 66-2/3% in aggregate principal amount of the then
outstanding Securities is required and except in certain other circumstances set
forth in Section 10.2 of the Indenture, in which case the consent of the Holders
of each outstanding Security affected thereby is required.
The Company and the Holders have agreed to amend the Indenture
in order to reduce the interest rate payable on the Notes from 13.5% to 12.83%.
On the Second Supplemental Indenture Effective Date, the Company shall issue New
Notes in the aggregate principal amount of $11,104,000.00, in exchange for
Existing Notes in the same principal amount. The New Notes shall have the same
terms, provisions and conditions as the Existing Notes except that all interest
that accrues on the Securities after the date hereof shall accrue at the rate of
12.83% per annum.
The Company has duly authorized the creation of an issue of
its New Notes of substantially the tenor and amount hereinafter set forth, and
to provide therefor, the Company has duly authorized the execution and delivery
of this Second Supplemental Indenture. All things necessary have been done to
make such New Notes, when executed by the Company and authenticated and
delivered hereunder and duly issued by the Company, the valid obligations of the
Company and to make this Second Supplemental Indenture a valid and binding
agreement of the Company and each of the Guarantors and supplement to the
Indenture. All covenants and agreements made by the Company herein are for the
equal and proportionate benefit and security of the Holders of Securities. The
Company and the Guarantors are entering into this Second Supplemental Indenture
and the Trustee is accepting this Second Supplemental Indenture for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged.
Pursuant to Section 10.6 of the Indenture, the Trustee has
received an Opinion of Counsel stating that the execution of this Second
Supplemental Indenture is authorized or permitted by the Indenture.
NOW, THEREFORE, for and in consideration of the premises and
for other good and valuable consideration, the receipt and sufficiency which are
hereby acknowledged, the parties hereto hereby mutually covenant and agree as
follows:
Part I: AMENDMENTS TO DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1. Section 1.1 of the Indenture is hereby amended by adding
thereto the following definition of "Existing Notes," which shall be
inserted in proper alphabetical order:
"Existing Notes" means Company's 13-1/2% Second
Mortgage Notes due 2001 issued pursuant to this Indenture
prior to the Second Supplemental Indenture Effective Date.
SECTION 2. Section 1.1 of the Indenture is hereby amended by adding
thereto the following definition of "Second Supplemental Indenture
Effective Date," which shall be inserted in proper alphabetical order:
"Second Supplemental Indenture Effective Date" means
the date on which the Company has delivered to the Trustee an
Officers' Certificate stating that all conditions to the
effectiveness of the Second Supplemental Indenture by the
Company, as Issuer, the Guarantors, and the Trustee, dated as
of September 29, 1998, which amends this Indenture, have been
satisfied or waived in writing.
SECTION 3. Section 1.1 of the Indenture is hereby amended by adding
thereto the following definition of "New Notes," which shall be inserted
in proper alphabetical order:
"New Notes" means the Company's 12.83% Second
Mortgage Notes due 2001, issued pursuant to this Indenture on
and after the Second Supplemental Indenture Effective Date,
with interest payable from September 1, 1998 through the
Second Supplemental Indenture Effective Date at the annual
rate of 13.5% per annum on the principal amount thereof, and
thereafter at an annual rate of 12.83% per annum on the
principal amount thereof.
SECTION 4. The definition of "Securities" and "Notes" in
Section 1.1 of the Indenture is hereby amended and restated in its entirety to
read as follows:
"Securities" or "Notes" means (i) before the Second
Supplemental Indenture Effective Date, the Existing Notes and
(ii) on and after the Second Supplemental Indenture Effective
Date, the New Notes, as amended or modified from time to time
in accordance with the terms hereof.
Part II: AMENDMENTS TO TERMS RELATING TO SECURITIES
SECTION 5. Section 2.1 of the Indenture is hereby amended and
restated in its entirety to read as follows:
"SECTION 2.1 Exchange of Existing Notes for New Notes.
As a condition to receiving New Notes, the Holders of the
Existing Notes shall surrender their Existing Notes to the Trustee for
cancellation. Upon surrender of the Existing Notes, Holders of the
Existing Notes will receive New Notes in the same principal amount as
the principal amount as the Existing Notes surrendered by them. When a
Holder surrenders its Existing Notes to the Trustee, the Trustee shall
hold such instrument in `book entry only' until such Existing Notes are
cancelled."
SECTION 6. Section 2.2 of the Indenture is hereby the amending
and restating the first paragraph thereof to read in its entirety as follows:
"SECTION 2.2. Form and Dating.
The New Notes and the Trustee's certificate of authentication
in respect thereof, shall be substantially in the form of Exhibit B
hereto. Each New Note shall have an executed Guarantee endorsed thereon
substantially in the form of Exhibit C hereto. The New Notes may have
notations, legends or endorsements required by law, stock exchange rule
or usage. The Company shall approve the form of the New Notes and any
notation, legend or endorsement on them. Any such notations, legends or
endorsements not contained in the form of New Note attached as Exhibit B
hereto shall be delivered in writing to the Trustee. Each New Note shall
be dated the date of its authentication."
SECTION 7. Section 2.3 of the Indenture is hereby amended by
deleting the fourth paragraph in its entirety and substituting the following
paragraphs therefor:
"The Trustee shall authenticate the New Notes for original
issue in the aggregate principal amount of up to $11,104,000, upon a
written order of the Company in the form of an Officers' Certificate.
The Officers' Certificate shall specify the amount of New Notes to be
authenticated and the date on which the Securities are to be
authenticated. The aggregate principal amount of New Notes outstanding
at any time may not exceed $11,104,000, except as provided in Section
2.8. Upon the written order of the Company in the form of an Officers'
Certificate, the Trustee shall authenticate Securities in substitution
of securities originally issued to reflect any name change of the
Company.
On the Second Supplemental Indenture Effective Date, New Notes
in an aggregate original principal amount of $11,104,000 shall be
authenticated and delivered under this Indenture in exchange for all
then outstanding Existing Notes. Such New Notes shall thereupon be the
`Securities' and the `Notes' for all purposes under this Indenture."
Part III: AMENDMENTS TO EXHIBITS
SECTION 9. Exhibits.
The Indenture is hereby amended by deleting Exhibit B
therefrom in its entirety and substituting a new Exhibit B in the form attached
hereto as Annex I.
Part IV. MISCELLANEOUS
SECTION 10. Approvals.
Section 5.18 of the Indenture restricts the transfer of
"Disqualified Capital Stock" in the Company's Subsidiaries, including
subsidiaries which are Nevada corporate gaming licensees. Such restriction on
the transfer of equity securities in a Nevada corporate gaming licensee may not
be effective until such time as the restriction has been approved by the Nevada
State Gaming Control Board and the Nevada Gaming Commission. As such, the
restrictions contained in Section 5.18 of the Indenture, as they relate to
Subsidiaries which are Nevada corporate gaming licensees, shall not be effective
until such time as the prior approval of the Nevada State Gaming Control Board
and Nevada Gaming Commission is received, or until such time as the Nevada State
Gaming Control Board determines such approval is not required.
SECTION 11. No Third Party Beneficiaries.
Nothing in this Second Supplemental Indenture, express or
implied, shall give to any person, other than the parties hereto and their
successors under the Indenture and the Holders of the Securities, any benefit or
any legal or equitable right, remedy or claim under the Indenture.
SECTION 12. Effect on Indenture.
This Second Supplemental Indenture supplements the Indenture
and shall be a part and subject to all the terms thereof. Except as expressly
supplemented hereby, the Indenture shall continue in full force and effect.
SECTION 13. Second Supplemental Indenture Effective Date.
The Second Supplemental Indenture Effective Date shall occur
on the date that each of the following conditions precedent has been satisfied:
(i) All conditions set forth in Section 3 of that
certain Exchange Agreement dated as of September 29, 1998, by
and among the Issuer and the Investment Accounts listed on the
signature pages thereof (other than the effectiveness of this
Second Supplemental Indenture) shall have been satisfied or
waived;
(ii) Xxxxxx & Silver, Ltd., special Nevada counsel to
the Company, shall have delivered to the Trustee its favorable
legal opinion stating that the execution of this Second
Supplemental Indenture is duly authorized by all required
corporate action of the Company and Guarantors;
(iii) Xxxxxxxx & Xxxxxxxx, counsel to the Company,
shall have delivered to the Trustee a favorable legal opinion
concerning the enforceability of the Second Supplemental
Indenture and the New Notes;
(iv) the Company shall have delivered to the Trustee
for cancellation under Section 2.12 of the Indenture all
outstanding Existing Notes, other than Existing Notes in the
aggregate principal amount of $11,104,000 to be exchanged for
New Notes on the Second Supplemental Indenture Effective Date;
and
(v) the Company shall have delivered to the Trustee
an Officers' Certificate stating that the conditions precedent
to the Second Supplemental Indenture Effective Date have been
satisfied or waived in writing.
Simultaneously with the effectiveness hereof, the Company
shall issue to each Holder of Existing Notes duly authenticated and executed New
Notes, together with duly executed Guarantees endorsed thereon, together with a
certificate from the Trustee regarding the authentication thereof in exchange
for all Existing Notes held by such Holder.
SECTION 14. Trustee Disclaimer.
The Trustee has accepted the amendment of the Indenture
effected by this Supplemental Indenture and agrees to execute the trust created
by the Indenture as hereby amended, but only upon the terms and conditions set
forth in the Indenture, including the forms and provisions defining and limiting
the liabilities and responsibilities of the Trustee, and without limiting the
generality of the foregoing, the Trustee shall not be responsible in any manner
whatsoever for or with respect to any of the recitals of fact contained herein,
all of which recitals are made solely by the Company, for or with respect to the
validity or sufficiency of this Supplemental Indenture or any of the terms or
provisions hereof and shall incur no liability or responsibility in respect of
the validity thereof.
SECTION 15. Integration.
This Second Supplemental Indenture (including the Schedules
and Exhibits hereto) constitutes the entire agreement with respect to the
subject matter hereof, and supersedes all other prior agreements and
understandings, both oral and written, among the parties with respect to the
subject matter hereof.
SECTION 16. Severability.
In case any provision in or obligation under this Second
Supplemental Indenture shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.
SECTION 17. Headings
Section and subsection headings in this Second Supplemental
Indenture are included herein for convenience of reference only and shall not
constitute a part of this Second Supplemental Indenture for any other purpose or
be given any substantive effect.
SECTION 18. Governing Laws.
This Second Supplemental Indenture and the New Notes shall be
governed by and construed in accordance with the laws of the State of New York.
* * * * *
[Remainder of page intentionally left blank.]
This Second Supplemental Indenture may be signed in
counterparts with the same effect as if the signatures to each counterpart were
upon a single instrument, and all such counterparts together shall be deemed an
original of this Second Supplemental Indenture.
IN WITNESS WHEREOF, we have set our hands as of the day and
year first above written.
ELSINORE CORPORATION,
a Nevada Corporation
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President
Attest: Xxxxxx XxXxxxxx
U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee
By: /s/ Xxxxxxx X. Xxxxxxx
Name: X. X. Xxxxxxx
Title: Vice President
Attest: X. Xxxxxxxxx
GUARANTORS: ELSUB MANAGEMENT CORPORATION
By: /s/ X. Xxxxxx Jacka
Name: X. Xxxxxx Jacka
Title: President
FOUR QUEENS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
PALM SPRINGS EAST, LIMITED
PARTNERSHIP
By: Elsub Management Corporation, General
Partner
By: /s/ X. Xxxxxx Jacka
Name: X. Xxxxxx Jacka
Title: President
EXHIBIT B
ANNEX I
[FORM OF SECOND MORTGAGE NOTE]
ELSINORE CORPORATION
12.83% SECOND MORTGAGE NOTE
DUE 2001
CUSIP No.: 290308 AD 7
No.
Elsinore Corporation, a Nevada corporation (hereinafter called
the "Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
__________ or registered assigns, the principal sum of ____________ Dollars, on
August 20, 2001.
Interest Payment Dates: February 28 and August 31.
Record Dates: February 15 and August 15.
Reference is made to the further provisions of this Security
on the reverse side, which will, for all purposes, have the same effect as if
set forth at this place.
IN WITNESS WHEREOF, the Company has caused this Instrument to
be duly executed under its corporate seal.
Dated:
ELSINORE CORPORATION
By:____________________________
Attest:
_______________________________________
Secretary
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities described in the within-mentioned Indenture.
_____________________________________
U.S. Bank Trust National Association,
as Trustee
By:_____________________________
Authorized Signatory
Dated:
ELSINORE CORPORATION
12.83% Second Mortgage Note
due 2001
1. Interest.
Elsinore Corporation, a Nevada corporation (the "Company"),
promises to pay interest on the principal amount of this Security at the rate of
interest set forth in the next following paragraph. To the extent it is lawful,
the Company promises to pay interest on any interest payment due but unpaid on
such principal amount at the rate of interest set forth in the next paragraph
per annum, compounded semi-annually.
The Company will pay interest semi-annually on February 28 and
August 31 of each year (each, an "Interest Payment Date"), commencing February
28, 1999. Interest on the Securities will accrue from September 1, 1998 to the
date of this Security at the rate of 13.5%, and thereafter at the rate of
12.83%. Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months.
2. Method of Payment.
The Company shall pay interest on the Securities (except
defaulted interest) to the persons who are the registered Holders at the close
of business on the Record Date immediately preceding the Interest Payment Date.
Holders must surrender Securities to a Paying Agent to collect principal
payments. Except as provided below, the Company shall pay principal and interest
in such coin or currency of the United States of America as at the time of
payment shall be legal tender for payment of public and private debts ("U.S.
Legal Tender"). However, the Company may pay principal and interest by wire
transfer of Federal funds, or interest by its check payable in such U.S. Legal
Tender. The Company may deliver any such interest payment to the Paying Agent or
the Company may mail any such interest payment to a Holder at the Holder's
registered address.
3. Paying Agent and Registrar.
Initially, U.S. Bank Trust National Association (the
"Trustee") will act as Paying Agent and Registrar. The Company may change any
Paying Agent, Registrar or Co-registrar without notice to the Holders. The
Company or any of its Subsidiaries may, subject to certain exceptions, act as
Paying Agent, Registrar or Co-registrar.
4. Indenture.
The Company issued the Securities under an Amended and
Restated Indenture, dated as of March 3, 1997, as amended by a Second
Supplemental Indenture dated as of September __, 1998 (as so amended, the
"Indenture"), between the Company, the Guarantors named therein and the Trustee.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act, as in effect on the date of the Indenture. The Securities are
subject to all such terms, and Holders of Securities are referred to the
Indenture and said Act for a statement of them. The Securities are senior,
secured obligations of the Company limited in aggregate principal amount to
$11,104,000.
5. Redemption.
The Securities are redeemable in whole or from time to time in
part at any time, at the option of the Company, upon full payment of principal
of the Securities, without premium, together with any accrued but unpaid
interest to the Redemption Date.
The Securities may also be redeemed at any time pursuant to,
and in accordance with, any order of any Gaming Authority with appropriate
jurisdiction and authority to the extent necessary in the reasonable, good faith
judgment of the Board of Directors of the Company to prevent the loss or
material impairment or secure the reinstatement of any Gaming License or to
prevent such Gaming Authority from taking any other action, which if lost,
impaired, not reinstated or taken, as the case may be, would have a material
adverse effect on the Company or any Subsidiary or where such redemption or
acquisition is required because the Holder or beneficial owner of the Securities
is required to qualify, be found suitable or become licensed as such under such
Gaming Laws and does not so qualify, obtain a finding of suitability or become
licensed.
Any redemption of the Notes shall comply with Article Three of the
Indenture.
6. Notice of Redemption.
Notice of redemption will be mailed by first class mail at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of Securities to be redeemed at his registered address. Securities in
denominations larger than $1,000 may be redeemed in part.
Except as set forth in the Indenture, from and after any
Redemption Date, if monies for the redemption of the Securities called for
redemption shall have been deposited with the Paying Agent on such Redemption
Date, the Securities called for redemption will cease to bear interest and the
only right of the Holders of such Securities will be to receive payment of the
Redemption Price, including any accrued and unpaid interest to the Redemption
Date.
7. Denominations; Transfer; Exchange.
The Securities are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder may register
the transfer of, or exchange Securities in accordance with, the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer
of or exchange any Securities selected for redemption.
8. Persons Deemed Owners.
The registered Holder of a Security may be treated as the owner of it
for all purposes.
9. Unclaimed Money.
If money for the payment of principal or interest remains
unclaimed for two years, the Trustee and the Paying Agent(s) will pay the money
back to the Company at its written request. After that, all liability of the
Trustee and such Paying Agent(s) with respect to such money shall cease.
10. Discharge Prior to Redemption or Maturity.
If the Company at any time deposits into an irrevocable trust
with the Trustee U.S. Legal Tender or U.S. Government Obligations sufficient to
pay the principal of and interest on the Securities to redemption or maturity
and complies with the other provisions of the Indenture relating thereto, the
Company will be discharged from certain provisions of the Indenture and the
Securities (including the financial covenants, but excluding its obligation to
pay the principal of and interest on the Securities).
11. Amendment; Supplement; Waiver.
Subject to certain exceptions, the Indenture or the Securities
may be amended or supplemented with the written consent of the Holders of a
majority, and in certain cases at least two-thirds, in aggregate principal
amount of the Securities then outstanding, and any existing Default or Event of
Default or compliance with any provision may be waived with the consent of the
Holders of a majority in aggregate principal amount of the Securities then
outstanding. Without notice to or consent of any Holder, the parties thereto may
amend or supplement the Indenture or the Securities to, among other things, cure
any ambiguity, defect or inconsistency, provide for uncertificated Securities in
addition to or in place of certificated Securities, comply with an order of any
Gaming Authority or make any other change that does not adversely affect the
rights of any Holder of a Security.
12. Restrictive Covenants.
The Indenture imposes certain limitations on the ability of
the Company and its Subsidiaries to, among other things, incur additional
Indebtedness, make payments in respect of its Capital Stock, enter into
transactions with Affiliates, incur Liens, sell assets, merge or consolidate
with any other person and sell, lease, transfer or otherwise dispose of
substantially all of its properties or assets. The limitations are subject to a
number of important qualifications and exceptions. The Company must annually
report to the Trustee on compliance with such limitations.
Section 5.18 of the Indenture restricts the transfer of
"Disqualified Capital Stock" in the Company's Subsidiaries, including
subsidiaries which are Nevada corporate gaming licensees. Such restriction on
the transfer of equity securities in a Nevada corporate gaming licensee may not
be effective until such time as the restriction has been approved by the Nevada
State Gaming Control Board and the Nevada Gaming Commission. As such, the
restrictions contained in Section 5.18 of the Indenture, as they relate to
Subsidiaries which are Nevada corporate gaming licensees, shall not be effective
until such time as the prior approval of the Nevada State Gaming Control Board
and Nevada Gaming Commission is received, or until such time as the Nevada State
Gaming Control Board determines such approval is not required.
13. Change of Control.
In the event there shall occur any Change of Control, each
Holder of Securities shall have the right, at such Holder's option but subject
to the limitations, and conditions set forth in the Indenture, to require the
Company to purchase on the Change of Control Payment Date in the manner
specified in the Indenture, all or any part (in integral multiples of $1,000) of
such Holder's Securities at a Change of Control Purchase Price equal to 101% of
the principal amount thereof, together with accrued and unpaid interest, if any,
to the Change of Control Payment Date.
14. Security.
In order to secure the obligations under the Indenture, the
Company, the Guarantors and the Trustee have entered into certain security
agreements in order to create security interests in certain assets and
properties of the Company, the Guarantors and their respective Subsidiaries.
15. Gaming Law.
The rights of the Holder of this Security and any owner of any
beneficial interest in this Security are subject to the Gaming Laws and the
jurisdiction and requirements of the Gaming Authorities and the further
limitations and requirements set forth in the Indenture.
16. Successors.
When a successor assumes all the obligations of its
predecessor under the Securities and the Indenture, the predecessor will be
released from those obligations.
17. Defaults and Remedies.
If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of Securities then
outstanding may declare all the Securities to be due and payable immediately in
the manner and with the effect provided in the Indenture. Holders of Securities
may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Securities. Subject to certain limitations,
Holders of a majority in aggregate principal amount of the Securities then
outstanding may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders of Securities notice of any continuing Default
or Event of Default (except a Default in payment of principal or interest), if
it determines that withholding notice is in their interest.
18. Trustee Dealings with Company.
The Trustee under the Indenture, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates as if it were not the Trustee.
19. No Recourse Against Others.
No stockholder, director, officer, employee or incorporator,
as such, past, present or future, of the Company or any successor corporation
shall have any liability for any obligation of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder of a Security by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities.
20. Authentication.
This Security shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on the other side
of this Security.
21. Abbreviations and Defined Terms.
Customary abbreviations may be used in the name of a Holder of
a Security or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).
22. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company will cause CUSIP numbers
to be printed on the Securities as a convenience to the Holders of the
Securities. No representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the other
identification numbers printed hereon.
[FORM OF ASSIGNMENT]
I or we assign this Security to
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type name, address and zip code of assignee)
Please insert Social Security or other identifying number of assignee
_____________ and irrevocably appoint ________________ agent to transfer this
Security on the books of the Company. The agent may substitute another to act
for him.
Dated:_______________________ Signed:____________________________
________________________________________________________________________________
(Sign exactly as name appears on the other side of this Security)
