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EXHIBIT 4.2
CUSIP: 00000XXX0 $100,000,000
No. R-2
THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR A SECURITY IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY.
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Company (as
defined below) or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
MCN INVESTMENT CORPORATION
6.35% MandatOry Par Put Remarketed Securities(SM)* ("MOPPRS(SM)") due
April 2, 2012
MCN INVESTMENT CORPORATION, a corporation duly organized and existing
under the laws of the State of Michigan (the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co. or registered assigns, at the
office or agency of the Company in The City of New York, New York, the principal
sum of ONE HUNDRED MILLION DOLLARS ($100,000,000) on April 2, 2012 (the "Stated
Maturity Date"), in the coin or currency of the United States, and to pay
interest, semiannually on April 2 and October 2 of each year (each, an "Interest
Payment Date"), commencing October 2, 1998, on said principal sum at said office
or agency, in like coin or currency, at the rate per annum specified below, from
the April 2 or the October 2, as the case may be, next preceding the date of
this MOPPRS to which interest has been paid or duly provided for, unless the
date hereof is a date to which interest has been paid or duly provided for, in
which case from the date of this MOPPRS, or unless no interest has been paid or
duly provided for on these MOPPRS, in which case from March 31, 1998, until
payment of said principal sum has been made or duly provided for; provided, that
payment of interest may
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* "MandatOry Par Put Remarketed Securities(SM)" and "MOPPRS(SM)" are service
marks owned by Xxxxxxx Xxxxx & Co., Inc.
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be made at the option of the Company by check mailed to the address of the
person entitled thereto as such address shall appear on the Security Register of
the Company as provided in the Indenture. Notwithstanding the foregoing, if the
date hereof is after the 17th day of March or September, as the case may be, and
before the following April 2 or October 2, this MOPPRS shall bear interest from
such April 2 or October 2; provided, that if the Company shall default in the
payment of interest due on such April 2 or October 2, then this MOPPRS shall
bear interest from the next preceding April 2 or October 2 to which interest has
been paid or duly provided for or, if no interest has been paid or duly provided
for on these MOPPRS, from March 31, 1998. The interest so payable on any April 2
or October 2 will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this
MOPPRS (or one or more Predecessor Securities) is registered at the close of
business on the fifteenth calendar day next preceding such April 2 or October 2,
as the case may be, whether or not such day is a Business Day.
The rate of interest on this MOPPRS shall be 6.35% per annum to April
2, 2002 (the "Remarketing Date"). If, pursuant to the Remarketing Agreement,
dated as of the date hereof (the "Remarketing Agreement"), between Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as Remarketing Dealer (the
"Remarketing Dealer"), and the Company, the Remarketing Dealer elects to
remarket the MOPPRS, then, except as otherwise set forth on the reverse hereof,
(i) this MOPPRS shall be subject to mandatory tender to the Remarketing Dealer
for remarketing on the Remarketing Date, on the terms and subject to the
conditions set forth on the reverse hereof, and (ii) on and after the
Remarketing Date, this MOPPRS shall bear interest at the rate determined by the
Remarketing Dealer in accordance with the procedures set forth in Section 4 on
the reverse hereof (the "Interest Rate to Maturity").
Reference is made to the further provisions of this MOPPRS set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This MOPPRS shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been manually signed
by the Trustee under the Indenture referred to on the reverse hereof.
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IN WITNESS WHEREOF, MCN INVESTMENT CORPORATION has caused this
instrument to be duly executed under its corporate seal.
Dated: 3/31/98
MCN INVESTMENT CORPORATION
By: /s/ Xxxxxxxxx Xxxxxxx
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Title: Vice President and
Treasurer
Attest: [SEAL]
By: /s/ Xxxxxx X. Xxxxxxxx
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Title: Vice President, Secretary
and General Counsel
CERTIFICATE OF AUTHENTICATION
This is one of the MOPPRS of the series designated therein referred to
in the within-mentioned Indenture.
Dated:
NBD BANK, as Trustee
By: /s/ Xxxxxx Xxxx
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Authorized Signatory
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MCN INVESTMENT CORPORATION
6.35% MandatOry Par Put Remarketed Securities(SM) ("MOPPRS(SM)") due
April 2, 2012
1. Indenture. (a) This MOPPRS is one of the duly authorized issue of
securities of the Company (hereinafter called the "Securities") of the series
hereinafter specified, all issued or to be issued under and pursuant to an
Indenture, dated as of September 1, 1995 (herein called the "Indenture"), duly
executed and delivered by the Company to NBD Bank, as Trustee (herein called
the "Trustee," which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the Holders of
the Securities. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may
be subject to different redemption provisions (if any) and may be subject to
different sinking, purchase or analogous funds (if any) and may otherwise vary
as provided in the Indenture. This Security is one of the series designated as
the 6.35% MandatOry Par Put Remarketed Securities(SM) ("MOPPRS(SM)") due April
2, 2012 of the Company limited in aggregate principal amount to $100,000,000.
(b) Interest will be computed on the basis of a 360-day year of twelve
30-day months. The Company shall pay interest on overdue principal and, to the
extent lawful, on overdue installments of interest at the rate per annum borne
by this Security. If any Interest Payment Date is not a Business Day as defined
in the Indenture at a place of payment, payment may be made at that place on the
next succeeding day that is a Business Day, and no interest shall accrue for the
intervening period.
(c) Unless otherwise defined herein, all terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.
2. Mandatory Tender on Remarketing Date; Purchase and Settlement. (a)
Provided that the Remarketing Dealer gives notice to the Company and the Trustee
on a Business Day not later than five Business Days prior to the Remarketing
Date of its intention to purchase the Securities for remarketing (the
"Notification Date"), each Security shall be automatically tendered, or deemed
tendered, to the Remarketing Dealer for purchase on the Remarketing Date in
accordance with Section 2(b) below, except as set forth in Sections 5 and 6
below. The purchase price of such tendered Securities shall be equal to 100% of
the principal amount thereof. Upon such tender, the Remarketing Dealer shall
have the option, in its sole discretion, to elect to remarket the Securities in
accordance with the Remarketing Agreement for its own account at varying prices
to be determined by the Remarketing Dealer at the time of each sale. If the
Remarketing Dealer makes such election, the obligation of the Remarketing Dealer
to purchase the Securities on the Remarketing Date shall be subject to the
conditions set forth in the Remarketing Agreement. No Holder or actual purchaser
of the Securities ("Beneficial Owner") shall have any rights or claims under the
Remarketing Agreement or against the Company or the Remarketing Dealer as a
result of the Remarketing Dealer not purchasing such Securities.
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(b) Following the Notification Date, the tender and purchase of the
Securities provided for in Section 2(a) above shall be effected as follows,
subject to Sections 5 and 6 below:
(i) All of the tendered Securities shall be automatically
delivered to the account of the Trustee, by book-entry through DTC or
any successor thereto pending payment of the purchase price therefor,
on the Remarketing Date.
(ii) The Remarketing Dealer shall make or cause the Trustee to
make payment to DTC by book entry through DTC in accordance with the
procedures of DTC, by 1:00 p.m., New York City time, on the Remarketing
Date against delivery through DTC of such Beneficial Owner's tendered
Securities, of the purchase price for tendered Securities that have
been purchased for remarketing by the Remarketing Dealer. The Company
shall make or cause the Trustee to make payment of interest to DTC on
the Remarketing Date by book entry through DTC by 2:30 p.m., New York
City time, on the Remarketing Date.
(c) In anticipation of the purchase of the Securities by the
Remarketing Dealer for remarketing or the repurchase of the Securities by the
Company on the Remarketing Date, the Trustee will notify the Holder hereof,
not less than 30 days nor more than 60 days prior to the Remarketing Date, that
all Securities will be delivered on the Remarketing Date through the facilities
of DTC against payment of the purchase price therefor by the Remarketing Dealer
or the Company, as the case may be.
3. Maintenance of Book-Entry System. (a) The tender and settlement
procedures set forth in Section 2(b) above, including provisions for payment by
purchasers of Securities in the remarketing or for payment to selling Beneficial
Owners of tendered Securities, shall be subject to modification, notwithstanding
any provision to the contrary set forth in Article 9 of the Indenture, to the
extent required by DTC or, if the book-entry system is no longer available for
the Securities at the time of the remarketing, to the extent required to
facilitate the tendering and remarketing of Securities in certificated form. In
addition, the Remarketing Dealer may, notwithstanding any provision to the
contrary set forth in Article 9 of the Indenture, modify the settlement
procedures set forth herein in order to facilitate the settlement process.
(b) The Company hereby agrees with the Trustee and the holders of
Securities that at all times, notwithstanding any provision to the contrary set
forth in the Indenture, (i) it will use its best efforts to maintain the
Securities in book-entry form with DTC or any successor thereto and to appoint a
successor Depositary to the extent necessary to maintain the Securities in
book-entry form and (ii) it will waive any discretionary right that it otherwise
may have under the Indenture to cause the Securities to be issued in
certificated form.
4. Determination of Interest Rate to Maturity; Notification Thereof.
Subject to the Remarketing Dealer's election to remarket the Securities as
provided in Section 2(a), by 3:30 p.m., New York City time, on the third
Business Day immediately preceding the Remarketing Date (the "Determination
Date"), the Remarketing Dealer shall determine the Interest Rate to Maturity to
the nearest one hundred-thousandth (0.00001) of one percent per annum. The
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Interest Rate to Maturity shall be equal to the sum of 5.668% (the "Base Rate")
and the Applicable Spread (as defined below), which will be based on the Dollar
Price (as defined below) of the Securities.
The "Applicable Spread" shall be the lowest bid indication, expressed
as a spread (in the form of a percentage or in basis points) above the Base
Rate, obtained by the Remarketing Dealer on the Determination Date from the bids
quoted by five Reference Corporate Dealers (as defined below) for the full
aggregate principal amount of the Securities at the Dollar Price, but assuming
(i) an issue date that is the Remarketing Date, with settlement on such date
without accrued interest, (ii) a maturity date equal to the Stated Maturity Date
of the Securities and (iii) a stated annual interest rate, payable semiannually
on each Interest Payment Date, equal to the Base Rate plus the spread bid by the
applicable Reference Corporate Dealer. If fewer than five Reference Corporate
Dealers bid as described above, then the Applicable Spread shall be the lowest
of such bid indications obtained as described above. The Interest Rate to
Maturity announced by the Remarketing Dealer, absent manifest error, shall be
binding and conclusive upon the Beneficial Owners and Holders of the Securities,
the Company and the Trustee.
"Dollar Price" means, with respect to the Securities, the present value
determined by the Remarketing Dealer, as of the Remarketing Date, of the
Remaining Scheduled Payments (as defined below) discounted to the Remarketing
Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined below).
"Reference Corporate Dealers" means leading dealers of publicly traded
debt securities of the Company in The City of New York (which may include the
Remarketing Dealer or one of its affiliates) selected by the Remarketing Dealer
after consultation with the Company.
"Remaining Scheduled Payments" means, with respect to the Securities,
the remaining scheduled payments of the principal thereof and interest thereon,
calculated at the Base Rate only, that would be due after the Remarketing Date
to and including the Stated Maturity Date as determined by the Remarketing
Dealer; provided, however, that if the Remarketing Date is not an Interest
Payment Date with respect to the Securities, the amount of the next succeeding
scheduled interest payment thereon, calculated at the Base Rate only, will be
reduced by the amount of interest accrued thereon, calculated at the Base Rate
only, to the Remarketing Date.
"Treasury Rate" means, with respect to the Remarketing Date, the rate
per annum equal to the semiannual equivalent yield to maturity or interpolated
(on a day count basis) yield to maturity of the Comparable Treasury Issues (as
defined below), assuming a price for the Comparable Treasury Issues (expressed
as a percentage of its principal amount), equal to the Comparable Treasury Price
(as defined below) for such Remarketing Date.
"Comparable Treasury Issues" means the United States Treasury security
or securities selected by the Remarketing Dealer as having an actual or
interpolated maturity or maturities comparable to the remaining term of the
Securities being purchased.
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"Comparable Treasury Price" means, with respect to the Remarketing
Date, (a) the offer prices for the Comparable Treasury Issues (expressed in each
case as a percentage of its principal amount) on the Determination Date, as set
forth on "Telerate Page 500" (or such other page as may replace Telerate Page
500) or (b) if such page (or any successor page) is not displayed or does not
contain such offer prices on such Determination Date, (i) the average of the
Reference Treasury Dealer Quotations for such Remarketing Date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if
the Remarketing Dealer obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer Quotations.
"Telerate Page 500" means the display designated as "Telerate Page 500" on Dow
Xxxxx Markets Limited (or such other page as may replace Telerate Page 500 on
such service) or such other service displaying the offer prices specified in (a)
above as may replace Dow Xxxxx Markets Limited.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and the Remarketing Date, the offer prices for the
Comparable Treasury Issues (expressed in each case as a percentage of its
principal amount) quoted to the Remarketing Dealer by such Reference Treasury
Dealer by 3:30 p.m., New York City time, on the Determination Date.
"Reference Treasury Dealer" means each of Credit Suisse First Boston
Corporation, Xxxxxx Brothers Inc., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx
Incorporated, Xxxxxx Xxxxxxx & Co. Incorporated and Salomon Brothers Inc (or
their respective affiliates which are primary U.S. Government securities
dealers) and their respective successors; provided, however, that if any of the
foregoing or their affiliates shall cease to be a primary U.S. Government
securities dealer in The City of New York (a "Primary Treasury Dealer"), the
Remarketing Dealer shall substitute therefor another Primary Treasury Dealer.
5. Repurchase. If (a) the Remarketing Dealer for any reason does not
notify the Company of the Interest Rate to Maturity by 4:00 p.m., New York City
time, on the Determination Date, or (b) prior to the Remarketing Date, the
Remarketing Dealer has resigned and no successor has been appointed on or before
the Determination Date, or (c) since the Notification Date, the Remarketing
Dealer has terminated the Remarketing Agreement because a material adverse
change in the condition of the Company or MCN Energy Group Inc. ("MCN") and
their respective subsidiaries, considered as one enterprise, shall have occurred
or an Event of Default, or any event which, with the giving of notice or passage
of time, or both, would constitute an Event of Default, with respect to the
Securities shall have occurred and be continuing, or any other event
constituting a termination event under the Remarketing Agreement shall have
occurred, or (d) the Remarketing Dealer elects not to remarket the Securities,
or (e) the Remarketing Dealer for any reason does not purchase all tendered
Securities on the Remarketing Date, then, in any such case, the Company shall
repurchase the Securities as a whole on the Remarketing Date at a price equal to
100% of the principal amount thereof plus all accrued and unpaid interest, if
any, on the Securities to the Remarketing Date. In any such case, payment shall
be made by the Company to the Participant of each tendering Beneficial Owner of
Securities, by book- entry through DTC, by 2:30 p.m., New York City time, on the
Remarketing Date against delivery through DTC of such Beneficial Owner's
tendered Securities.
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6. Redemption. (a) Notwithstanding any election by the Remarketing
Dealer to remarket the Securities on the Remarketing Date, the tendering of the
Securities for purchase by the Remarketing Dealer on such date as set forth in
Section 2(b) above shall be subject to the right of the Company to redeem the
Securities from the Remarketing Dealer as provided in Section 6(b) below.
(b) The Company, in its sole and absolute discretion, shall have the
right, upon notice to the Remarketing Dealer and the Trustee not later than the
close of business on the Business Day immediately preceding the Determination
Date, to irrevocably elect to redeem the Securities, in whole but not in part,
from the Remarketing Dealer on the Remarketing Date at the Optional Redemption
Price. The "Optional Redemption Price" shall be the greater of (i) 100% of the
principal amount of the Securities and (ii) the sum of the present values of the
Remaining Scheduled Payments thereon, as determined by the Remarketing Dealer,
discounted to the Remarketing Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate, plus in either
case accrued and unpaid interest from the Remarketing Date on the principal
amount being redeemed to the date of redemption. If the Company elects to redeem
the Securities, it shall pay the redemption price therefor in same-day funds by
wire transfer to an account designated by the Remarketing Dealer on the
Remarketing Date.
7. Effect of Event of Default. In case an Event of Default with respect
to the Securities shall occur and be continuing, the unpaid principal of the
Securities of this series may be declared due and payable, in the manner, with
the effect and subject to the conditions provided in the Indenture.
8. Amendments and Waivers. The Indenture may be modified by the Company
and the Trustee without consent of any Holder with respect to certain matters as
described in the Indenture. In addition, the Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and MCN and the rights of the Holders
of the Securities of each series to be affected under the Indenture at any time
by the Company, MCN and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time Outstanding of each
series to be affected. The Indenture also contains provisions permitting the
Holders of a majority in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company or MCN with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall bind such Holder
and all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.
9. Obligation of Company. No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium, if any, and interest on this Security at the time,
place, and rate and in the coin or currency herein prescribed.
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10. Denominations, Transfer and Exchange. (a) The Securities are
issuable only in registered form without coupons in denominations of
$1,000 and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
of a different authorized denomination, as requested by the Holder surrendering
the same.
(b) As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, and of like tenor, of authorized denominations and for the same
maturity and aggregate principal amount, shall be issued to the designated
transferee or transferees.
(c) No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
11. No Liability of Certain Persons. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under this Security or the Indenture or for any claim
based on, in respect of or by reason of, such obligations or their creation.
Each Holder, by accepting a Security, waives and releases all such liability.
The waiver and release are part of the consideration for the issuance of this
Security.
12. Governing Law. The Indenture and this Security shall for all
purposes be governed by, and construed in accordance with, the laws of the State
of New York.
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THE FOLLOWING ABBREVIATIONS SHALL BE CONSTRUED AS THOUGH THE WORDS SET FORTH
BELOW OPPOSITE EACH ABBREVIATION WERE WRITTEN OUT IN FULL WHERE SUCH
ABBREVIATION APPEARS:
TEN COM--as tenants in common (Name) CUST (Name) UNIF--(Name) as Custodian
TEN ENT--as tenants by the entirety GIFT MIN ACT (state) for (Name) Under the (State)
JT TEN--as joint tenants with Uniform Gifts to
right of survivorship Minors Act
and not as tenants
in common
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST.
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To assign this Security, fill in the form below: (I) or (we) assign and
transfer this Security to
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(Insert assignee's social security or tax I.D. number)
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(Print or type assignee's name, address and zip code)
and irrevocably appoint ______________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
Dated: Your Signature:
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(Sign exactly as your name appears
on the other side of this Security)
Signature Guarantee:
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(Signatures must be guaranteed by an "eligible
guarantor institution" meeting the requirements of
the Transfer Agent, which requirements will include
membership or participation in STAMP or such other
"signature guarantee program" as may be determined by
the Transfer Agent in addition to, or in substitution
for, STAMP, all in accordance with the Exchange Act.)
Social Security Number or Taxpayer Identification
Number:
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