EXHIBIT 4.3
SECOND SUPPLEMENTAL
TRUST INDENTURE
TRANS WORLD GAMING CORP.,
TWG INTERNATIONAL U.S. CORPORATION,
TWG FINANCE CORP., ISSUERS
This Second Supplemental Trust Indenture, dated as of October 15, 1999
(this "Supplemental Indenture"), is made by and between TWG International
U.S. Corporation ("TWG International"), Trans World Gaming Corp. ("TWG")
and TWG Finance Corp.("TWG Finance") (together with any successors to their
rights, duties and obligations hereunder, the "Issuers"), and U.S. Trust
Company of Texas, N.A. (together with any successor trustee hereunder, the
"Trustee"), a national banking association having corporate trust offices
located in Dallas, Texas.
WHEREAS, the Issuers and the Trustee have heretofore executed and
delivered that certain Indenture dated as of March 31, 1998 (the "Primary
Indenture") as supplemented on October 29, 1998, and the Issuers have issued
their 12% Senior Secured Notes Due March 17, 2005 (which by the terms hereof
will be re-designated as the 12% Senior Secured Notes Due March 17, 2005,
Series 1998) (the "Securities") thereunder; and
WHEREAS, TWG International and the Trustee have executed that certain
Indenture dated as of March 31, 1998 (the "Funding Note Indenture") as
supplemented on October 29, 1998, and TWG International has issued its 12%
Senior Secured Note Due March 17, 2005 (which by the terms of the Funding
Note Indenture will be re-designated as the 12% Senior Secured Note Dues
March 17, 2005, Series 1998 (the "Funding Note") thereunder to TWG Finance;
and
WHEREAS, the Issuers and the Trustee have heretofore executed and
delivered that certain First Supplemental Trust Indenture to the Indenture
dated as of October 29, 1998; and
WHEREAS, the Primary Indenture provides in Section 8.2 thereof that the
Issuers, when authorized by a resolution of their respective Boards of
Directors, and the Trustee may, with the consent of the holders of not less
than a majority in aggregate principal amount of the Securities at the time
outstanding (the "Holders"), add any provisions to change in any manner or
eliminate any of the provisions of the Primary Indenture or of any
supplemental indenture or to modify in an manner the rights of the Holders
of the Securities, except under certain circumstances not applicable herein;
and
WHEREAS, the Issuers and the Trustee now desire to amend the Primary
Indenture for the purpose of (i) permitting the authorization and issuance
additional series of Securities pursuant to the terms of the Primary
Indenture, and pursuant to such authority, permitting the authorization and
issuance of $3,000,000 in principal amount of Securities and the amendment
1
of the Funding Note (which additional Funding Note shall be pledged as
collateral to secure repayment of the Securities), and (ii) making certain
corrections to the Form of Security for the Securities heretofore issued
and delivered; and
WHEREAS, the execution and delivery of this Supplemental Indenture has
been duly and validly authorized in all respects by the respective Boards
of Directors of the Issuers; and
WHEREAS, the Trustee is a party to this Supplemental Indenture in order
to acknowledge its acceptance of the terms and provisions hereof and to
evidence its consent to the amendments to the Primary Indenture made
hereby; and
WHEREAS, the Holders are a party of this Supplemental Indenture in order
to consent to the terms and conditions hereof pursuant to the requirement of
Section 8.2 of the Primary Indenture;
NOW, THEREFORE, in consideration of the mutual understandings, promises
and agreements herein contained and other good and valuable consideration,
the sufficiency of which are hereby acknowledged, the Issuer and the Trustee
do covenant and agree hereby, for the equal and proportionate benefit of the
respective Holders, from time to time, of the Notes, as follows:
ARTICLE I
DEFINITIONS AND AUTHORITY
Section 1.1. Supplemental Indenture. This Supplemental Indenture
is a Supplemental Indenture, and is adopted in accordance with Article 8
of the Primary Indenture.
Section 1.2. Definitions.
(A) Unless the context shall require otherwise, all defined terms
contained in the Primary Indenture shall have the same respective meanings in
this Supplemental Indenture as such defined terms are given in the Primary
Indenture.
(B) As used in this Supplemental Indenture, except as otherwise
expressly provided or unless the context shall require otherwise:
(1) This "Supplemental Indenture" means this instrument as
originally executed or as it may, from time to time, be supplemented or
amended by one or more supplemental indentures hereto entered into pursuant
to the applicable provisions of the Primary Indenture.
(2) All references in this instrument to designated "Articles,"
"Sections," and
2
other subdivisions are to the designated Articles, Sections,
and other subdivisions of this instrument as originally executed.
Section 1.3. Primary Indenture to Remain in Force. Except as amended
by this Supplemental Indenture, the Primary Indenture shall remain in full
force and effect as to matters covered therein.
Section 1.4. Successors and Assigns. All covenants and agreements in
this Supplemental Indenture by the Issuers and the Trustee shall bind the
Holders of the Notes, the Issuers, the Trustee and their respective
successors and assigns, whether so expressed or not.
Section 1.5. Benefits of Supplemental Indenture. Nothing in this
Supplemental Indenture or in the Notes, express or implied, shall give any
Person, other than the parties hereto, their respective successors hereunder
and the Holders of the Notes, any benefit or any legal or equitable rights,
remedy or claim under this Supplemental Indenture.
Section 1.6. Governing Law. This Supplemental Indenture shall be
construed in accordance and governed by the laws of the State of New York.
ARTICLE II
AMENDMENTS TO PRIMARY INDENTURE
Section 2.1. Definitions. Section 1.1 of the Primary Indenture is
amended to add or amend in their entirety the definitions of the following
terms:
"Additional Securities" means each series of parity Securities
which may from time to time be issued pursuant to the terms of Section 2.9
of this Indenture.
"Funding Note" means that certain $17,000,000.00 12% Senior Secured
Note due March 17, 2005, Series 1998 as issued by TWG International, as
issuer and U.S. Trust Company of Texas, N.A. as Trustee in the form set
forth on the Funding Note Indenture, together with any Additional Securities
issued pursuant to the terms of that certain Funding Note Indenture, as
supplemented.
"Funding Note Indenture" means that certain Indenture dated as of
the March 31, 1998, by and between TWG International, as issuer, and U.S.
Trust Company of Texas, N.A. as Trustee, as supplemented or amended from
time to time.
"Issue Date" means the date on which a series of Securities are
originally issued under this Indenture.
3
"Security"or "Securities" means any of the 12% Senior Secured Notes
due March 17, 2005, Series 1998, and any Additional Securities authenticated
and delivered in accordance with Section 2.9 of this Indenture.
"Subscription Agreement" means the Subscription Agreement dated as
of March 16, 1998, among TWG, TWG International, TWG Financing and certain
Securityholders relating to the Series 1998 Securities, and any similar
agreement entered into in connection with the issuance of Additional
Securities issued under this Indenture.
Section 2.2. Authentication and Delivery of Securities. Section 2.1 of
the Indenture is amended so that, as amended, Section 2.1 shall read in its
entirety as follows:
SECTION 2.1 AUTHENTICATION AND DELIVERY OF SECURITIES. Securities in
an aggregate principal amount not in excess of $17,000,000 (except as
otherwise provided in Section 2.6 and Section 2.9 hereof) may be executed
by the Issuer and delivered to the Trustee for authentication, and a
responsible officer of the Trustee shall thereupon authenticate and deliver
said Securities to the Issuer or upon the written order of the Issuer,
signed by both (a) the Chairman of the Board of Directors or any Vice
Chairman of the Board of Directors, or its Chief Executive Officer or
President or any Vice President (whether or not designated by a number or
numbers or a word or words added before or after the title "Vice President")
and (b) by its Treasurer or Secretary or any Assistant Treasurer or Secretary
without any further action by the Issuer. The Issuer's $17,000,000 aggregate
principal amount of Securities shall be designated the Issuers's 12% Senior
Notes Due March 12, 2005, Series 1998 (sometimes referred to herein as the
"Series 1998 Securities").
Section 2.3. Additional Securities. Section 2.9 is added to the
Primary Indenture, and Section 2.9 will read in its entirety as follows:
SECTION 2.9. ADDITIONAL SECURITIES.
(a) General. The Issuer may, subject to the requirements of Section
2.9(b), issue one or more installments of Additional Securities. When
issued and delivered, the Additional Securities will be payable from and
secured by this Indenture and the Collateral on a parity with any previously
issued outstanding Securities. The Additional Securities may be issued in
one or more series or not in any series, be in various principal amounts,
mature at different times, and bear interest at different rates from each
other and from Securities which are previously outstanding, be payable in
installments, be redeemable prior to maturity with or without premium on
whatever terms or prices, and contain such other provisions as may be
provided in the supplemental indenture pursuant to which the Additional
Securities are issued.
(b) Requirements for Issuing Additional Securities. No Additional
Securities shall be issued unless:
4
(i) The prior written consent to the issuance of the Additional
Securities is given by the Holders of not less than a majority in aggregate
principal amount of Securities at the time outstanding;
(ii) The Issuers deliver to the Trustee Officers Certificates, each
stating to the effect that no Default exists in connection with any of the
covenants or requirements of this Indenture or any supplemental indenture
authorizing the issuance of Additional Securities, except Defaults that have
been waived in writing by the Holders; and
(iii) The Issuers and the Trustee enter into a Supplemental
Indenture regarding the terms, issuance and delivery of Additional
Securities and the Trustee is provided with the documents required to be
delivered to it pursuant to Section 8.4 of this Indenture and other documents
and opinions reasonably requested by the Trustee.
Section 2.4 Supplemental Indentures. Section 8.1 of the Primary
Indenture is amended to add thereto a new subsection (e) which will read
in its entirely as follows:
(e) to provide for the issuance of Additional Securities in
accordance with Section 2.9 of this Indenture.
Section 2.5 Amendment to the Form of Face of the Series 1998 Security.
The Form of the Face of the Series 1998 Security is amended by amending the
fourth-to-the-last paragraph thereof, so that, as amended, such paragraph
shall read in its entirety as follows:
The interest so payable on any Interest Payment Date will, except as
otherwise provided in the Indenture referred to on the reverse hereof, be
paid to the Person in whose name this Security is registered on the
15th day of the month next preceding the month in which such interest
payment falls, whether or not such Interest Record Date is a Business Day.
Section 2.6 Global Amendment. To the extent necessary, all other terms
of the Primary Indenture shall be deemed amended to reflect the issuance of
Additional Securities and of an additional Funding Note or Notes as
contemplated by the terms of this Supplemental Indenture. Section 3.28 shall
not govern the use of proceeds from the sale of Additional Securities
permitted by the terms hereof. All Additional Funding Notes shall be
Collateral.
ARTICLE III
AUTHORIZATION AND TERMS OF ADDITIONAL SECURITIES
Section 3.1 Authorization of Additional Securities. Pursuant to
Section 2.9 of the Indenture, Additional Securities in an amount not in
excess of $3,000,000.00 (except as provided in Section 2.6) of the Indenture
entitled to the benefit and security of this Indenture and the Collateral
referred to herein are hereby authorized. The Additional Securities shall
be issued in
5
the form of Exhibit A, attached hereto. Such Additional
Securities shall be designated the Issuer's 12% Senior Notes Due March 17,
2005, Series 1999 (sometimes referred to herein as the "Series 1999
Securities"). Such Additional Securities may be executed by the Issuer and
delivered to the Trustee for authentication, and a responsible officer of
the Trustee shall thereupon authenticate and deliver said Securities to
the Issuer or upon written order of the Issuer signed by the Chairman of
the Board of Directors or any Vice Chairman of the Board of Directors, or
its Chief Executive Officer or President or any Vice President (whether or
not designated by a number or numbers or a word or words added before or
after the title "Vice President.") Such Additional Securities shall be
"Securities" under this Indenture in all respects.
Section 3.2 Terms of the Additional Securities. The terms of the
Additional Securities, including, but not limited to, dates,
denominations, interest rates, maturities, and redemption provisions, if any,
shall be as provided in the form of Security attached hereto as Exhibit A
and as provided in the Indenture.
ARTICLE IV
MISCELLANEOUS
Section 4.1. Ratification and Reaffirmation. The Issuers and Trustee
hereby ratify and reaffirm all the terms and conditions of the Primary
Indenture, as specifically amended and supplemented by this Supplemental
Indenture, and each hereby acknowledges that the Primary Indenture remains
in full force and effect, as so amended and supplemented.
Section 4.2. Execution and Counterparts. This Supplemental Indenture
may be executed in several counterparts, all of which shall constitute one
and the same instrument and each of which shall be, and shall be deemed to
be, an original.
IN WITNESS WHEREOF, the Issuers and the Trustee have caused this
Supplemental Indenture to be signed on their behalf by their duly authorized
representative, all as of the date first hereinabove written.
TWG INTERNATIONAL U.S. CORPORATION
By:____________________________________
Name:
Title: Vice President
TWG FINANCE CORP.
By:____________________________________
Name:
Title: Vice President
6
TRANS WORLD GAMING CORP.
By:____________________________________
Name:
Title: Chief Executive Officer
7
U.S. TRUST COMPANY OF TEXAS, N.A.,
as Trustee
By:____________________________________
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
8
CONSENT OF THE SECURITY HOLDER
The undersigned, Value Partners, Ltd., the holder of a majority in
aggregate principal amount of the Securities, by its execution hereof,
consents to this Supplemental Indenture pursuant to Section 8.2 of the
Indenture.
VALUE PARTNERS, LTD.
_____________________________________
Xxxxxxx X. Xxxxx
Managing Partner of Xxxxx & Partners
General Partner of Value Partners, Ltd.
Dated: October 15, 1999
9
EXHIBIT "A"
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT, AND MAY NOT BE TRANSFERRED
WITHOUT REGISTRATION UNDER SUCH ACTS OR AN OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.
No. $________
TRANS WORLD GAMING CORP.
TWG INTERNATIONAL U.S. CORPORATION
TWG FINANCE CORP.
12% Senior Secured Notes Due March 17, 2005, Series 1999
Date: October 15, 0000
Xxx Xxxx, Xxx Xxxx
Trans World Gaming Corp. ("TWG"), a Nevada corporation, and its wholly-
owned subsidiaries, TWG International U.S. Corporation ("TWG International"),
a Nevada corporation and TWG Finance Corp., a Delaware corporation ("TWG
Finance"),which are collectively referred to herein as the "Issuer"), for
value received, hereby promise to pay jointly and severally to,
[______________] or its registered assigns, the principal sum of $_______
Dollars, at the Issuer's office or agency for said purpose, on March 17,
2005, in such coin or currency of the United States of America as at the time
of payment shall be legal tender for the payment of public and private debts,
and to pay interest semi-annually on March 17 and September 17 (each an
"Interest Payment Date") of each year, commencing with March 17, 2000, on said
principal sum in like coin or currency at 12% simple interest per annum at
said office or agency from the most recent Interest Payment Date to which
interest on the Securities has been paid or duly provided for unless the date
hereof is a date to which interest on the Securities is paid or duly provided
for, in which case from the date of this Security, or unless no interest has
been paid or duly provided for on the Securities, in which case from the date
of issuance. To the extent lawful, the Issuer promises to pay interest on any
interest payment past due but unpaid on such unpaid principal amount at a rate
of 17% per annum compounded semi-annually.
The interest so payable on any Interest Payment Date will, except as
otherwise provided in the Indenture referred to on the reverse hereof, be
paid to the Person in whose name this Security is registered on the 15th
day of the month next preceding the month in which such interest payment
falls, whether or not a Business Day (each an "Interest Record Date"),
PROVIDED that interest may be paid, at the option of the Issuer, by mailing
a check therefor payable on the Interest Payment Date to the registered
Holder entitled thereto at his last address as it appears on the Security
register.
10
If interest on the Securities is in default, the Trustee shall, prior to
the payment of interest, establish a special record date (the "Special Record
Date") for such payment, which Special Record Date shall be not more than
fifteen (15) nor less than ten (10) days prior to the date of the proposed
payment. Payment of such defaulted interest shall then be made by check, as
provided herein and in the Indenture, mailed or remitted to the persons in
whose names the Securities are registered on the Special Record Date at the
addresses or accounts of such persons shown on the security register.
Interest on this Security will be calculated on the basis of a 360-day
year, consisting of twelve 30-day months.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof which further provisions shall for all purposes
have the same effect as if set forth in this place.
IN WITNESS WHEREOF, each Issuer has caused this instrument to be duly
executed under its corporate seal.
[Seal] TRANS WORLD GAMING CORP.
By: _____________________________________
Its: Chief Executive Officer
[Seal] TWG INTERNATIONAL U.S. CORPORATION
By: _____________________________________
Its: Vice President
[Seal] TWG FINANCE CORP.
By: _____________________________________
Its: Vice President
11
[REVERSE OF SECURITY]
TRANS WORLD GAMING CORP.
TWG INTERNATIONAL U.S. CORPORATION
TWG FINANCE CORP.
12% Senior Secured Notes Due March 17, 2005, Series 1999
This Security is one of a series of duly authorized debt securities
of the Issuer designated as "12% Senior Secured Notes Due March 17, 2005,
Series 1999", issued in an aggregate principal amount of $3,000,000, and
issued pursuant to that certain Second Supplemental Trust Indenture
("Supplemental Indenture") dated as of October 15, 1999, duly executed
and delivered by the Issuer to U.S. Trust Company of Texas, N.A., as Trustee
(hereinafter referred to as the "Trustee"), which Supplemental Indenture
supplements the Indenture ("Original Indenture") dated as of March 31, 1998
and supplemented on October 29, 1998, duly executed and delivered by the
Issuer to the Trustee. The Original Indenture and the Supplemental Indenture
are hereinafter referred to as the "Indenture." Reference is hereby made to
the Indenture and all indentures supplemental thereto for a description of the
rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Issuer and the Holders (the words "Holders" or "Holder"
meaning the registered holders or registered holder) of the Securities. The
Securities are secured obligations of the Issuer. Capitalized terms used in
this Security and not defined herein shall have the meaning set forth in the
Indenture.
In case an Event of Default (as defined in the Indenture) shall have
occurred and be continuing, the principal and interest in respect of all of
the Securities then outstanding may be declared due and payable in the manner
and with the effect, and subject to the conditions, provided in the Indenture.
The Indenture provides that the Holders of 50% in aggregate principal amount
of the Securities then outstanding, by notice to the Trustee, may on behalf
of the Holders of all of the Securities, waive any existing Default or Event
of Default and its consequences under the Indenture except a continuing
Default or Event of Default in the payment of interest or premium on, or
the principal of, the Securities or in respect of a covenant or provision
that cannot be modified or amended without the consent of all Holders of the
Securities. Any such consent or waiver by the Holder of this Security
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future Holders and owners of this Security
and any Security which may be issued in exchange or substitution therefor,
whether or not any notation thereof is made upon this Security or such other
Securities.
The Indenture permits the Issuer and the Trustee, with the consent of
the Holders of not less than 50% in aggregate principal amount of the
Securities at the time outstanding, evidenced as in the Indenture provided,
to execute supplemental indentures adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
any supplemental indenture or modifying in any manner the rights of the
Holders of the Securities; PROVIDED that no such supplemental indenture
shall, without the consent of each Holder
12
affected thereby (with respect to
any Securities held by a non-consenting Securityholder) (i) reduce the
principal amount of Securities whose Holders must consent to an amendment,
supplement or waiver, (ii) reduce the principal of or change the fixed
maturity of any Security or alter the provisions with respect to the
redemption of the Securities, (iii) reduce the rate of or change the time
for payment of interest on any Security, (iv) waive a Default or Event of
Default in the payment of principal of or premium, if any, or interest on
the Securities (except a rescission of acceleration of the Securities by
the Holders of at least 50% in aggregate principal amount of the then
outstanding Securities and a waiver of the payment default that resulted
from such acceleration), (v) make any Security payable in money other than
that stated in the Securities, (vi) make any change in the provisions of
the Indenture relating to waivers of past Defaults or the rights of Holders
of Securities to receive payments of principal of or interest on the
Securities, (vii) waive a redemption payment with respect to any Security,
or (viii) make any change in the foregoing amendment and waiver provisions.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligations of the Issuer,
which are absolute and unconditional, to pay the principal of and the
interest on this Security at the place, times, and rate, and in the currency,
herein prescribed.
The Securities are issuable only as registered Securities without
coupons.
At the office or agency of the Issuer referred to on the face hereof
and in the manner and subject to the limitations provided in the Indenture,
Securities may be exchanged for a like aggregate principal amount of
Securities of other authorized denominations.
Upon due presentment for registration of transfer of this Security at
the above-mentioned office or agency of the Issuer, a new Security or
Securities of authorized denominations, for a like aggregate principal
amount, will be issued to the transferee as provided in the Indenture.
No service charge shall be made for any such transfer, but the Issuer
may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto.
As provided in the Indenture, TWG International shall be required to
make mandatory prepayments equal to Excess Cash Flow until the Obligations
are fully defeased pursuant to Section 10.2 or until one hundred percent
(100%) of the principal amount of the Securities, together with accrued
and unpaid interest, is paid. The Securities may also be redeemed by the
Issuer, in whole, or in part, upon mailing a notice of such redemption not
less than 30 nor more than 60 days prior to the date fixed for redemption
to the Holders of Securities to be redeemed, at a redemption price equal
to 100% of the principal amount of the Securities redeemed, together with
accrued and unpaid interest to the date fixed for redemption. If there is
a Change of Control (as defined in the Indenture), the Issuer shall be
required to offer to purchase all outstanding Securities at a purchase
price equal to 101% of the principal amount thereof, plus accrued
unpaid interest, if any, through the date of such purchase.
13
Subject to payment by the Issuer of a sum sufficient to pay the amount
due upon redemption, interest on this Security shall cease to accrue upon
the date duly fixed for redemption of this Security.
The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute
owner of this Security (whether or not this Security shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by
anyone other than the Issuer or the Trustee or any authorized agent of
the Issuer or the Trustee), for the purpose of receiving payment of, or on
account of, the principal hereof and premium, if any, and subject to the
provisions on the face hereof, interest hereon and for all other purposes,
and neither the Issuer nor the Trustee nor any authorized agent of the
Issuer or the Trustee shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of, premium,
if any, or the interest on this Security, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or
any indenture supplemental thereto, against any incorporator, shareholder,
officer, employee or director, as such, past, present or future, of the
Issuer or Trustee or of any successor corporation, either directly or through
the Issuer or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly waived and
released.
Customary abbreviations may be used in the name of a Securityholder
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).
This Security shall not be valid or obligatory until the certificate of
authentication hereon shall have been duly signed by an authorized signatory
of the Trustee acting under the Indenture.
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities described in the within-mentioned
Indenture.
Dated:
U.S. Trust Company of Texas, N.A., as Trustee
By ________________________________
Authorized Signatory
14
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to:
________________________________________________________________________
(Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint _________________________________________ agent to
transfer this Security on the books of Issuer. The agent may substitute
another to act for him.
If you want the Note certificate made out in another person's name, fill
in the form below:
________________________________________________________________________
(insert other person's soc. sec. or tax I.D. no.)
_______________________________________________________________________
________________________________________________________________________
________________________________________________________________________
(Print or type other person's name, address and zip code)
Date: ____________________ ____________________________________
Your Signature
____________________________________
Signature Guaranty
____________________________________
Notice: Signature must be guaranteed by an
"Eligible Guarantor Institution" as
defined by Securities Exchange Act Rule
17Ad-15.
(Sign exactly as your name appears on the other side of this Security)
15
