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EXHIBIT 4.2
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HOUGHTON MIFFLIN COMPANY
AND
THE FIRST NATIONAL BANK OF BOSTON
Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of July 27, 1995
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Supplemental to Indenture dated as of March 15, 1994
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FIRST SUPPLEMENTAL INDENTURE dated as of July 27, 1995 (this
"Supplemental Indenture"), made and entered into by and between HOUGHTON MIFFLIN
COMPANY, a corporation organized and existing under the laws of the Commonwealth
of Massachusetts having its principal office at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 (the "Company"), and THE FIRST NATIONAL BANK OF BOSTON, a
national banking association, as trustee (the "Trustee").
WHEREAS the Company entered into an Indenture dated as of March 15,
1994 with the Trustee (the "Indenture") for the purposes of issuing unsecured
debentures, notes or other evidences of indebtedness to be issued in one or more
series (the "Securities") in such principal amount or amounts as may from time
to time be authorized by or pursuant to the authority granted in one or more
resolutions of the Board of Directors of the Company; all capitalized terms used
herein and not otherwise defined will have the respective meanings ascribed
thereto in the Indenture; and
WHEREAS the Company has issued pursuant to the Indenture a series of
Securities denominated its 7 1/8% Senior Notes due 2004 in the aggregate
principal amount of $100,000,000 with respect to which The First National Bank
of Boston has been appointed to serve as Trustee; and
WHEREAS the Company proposes to issue a series of Securities consisting
of up to 2,000,000 Securities denominated its "6% Exchangeable Notes due 1999"
(individually, a "Stock Appreciation Income Linked Security (SAILS)" or a
"SAILS" and, collectively, the "Stock Appreciation Income Linked Securities
(SAILS)" or the "SAILS"), the principal amount of each of which SAILS at
Maturity is exchangeable or redeemable into shares of common stock, par value
$.01 per share ("INSO Common Stock"), of INSO Corporation, a Delaware
corporation ("INSO"), or, at the option of the Company, cash, in either case at
the Exchange Rate (as defined below); and
WHEREAS Section 901 of the Indenture provides that without the consent
of the Holders of Securities, the Company, when authorized by or pursuant to the
authority granted in a Board Vote, may enter into one or more indentures
supplemental to the Indenture to, among other things, establish the form or
terms of Securities of any series as permitted by Sections 201 and 301 thereof,
to cure any ambiguity, to correct or supplement any provision in the Indenture
which may be defective or inconsistent with any other provision of the Indenture
or to make any other provisions with respect to matters or questions arising
under the Indenture which shall not adversely affect the interests of the
Holders of Securities in any material respect; and
WHEREAS the entry into this Supplemental Indenture by the parties
hereto is in all respects authorized by the provisions of the Indenture; and
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WHEREAS this Supplemental Indenture has been authorized, adopted and
approved by a Board Vote, and all other things necessary to make this
Supplemental Indenture a valid agreement of the Company in accordance with its
terms have been done:
NOW, THEREFORE:
In consideration of the premises and the mutual covenants herein
contained and of the purchase and acceptance of the SAILS by the Holders thereof
and for other valuable consideration, the receipt and sufficiency whereof is
hereby acknowledged, the Company, for itself and its successors, does hereby
covenant and agree to and with the Trustee and its successors in said trust, as
follows:
SECTION 1. The Indenture is hereby amended as follows:
(a) By amending Section 101, solely with respect to a series of
Securities that consists of SAILS, to add new definitions thereto, in the
appropriate alphabetical sequence, as follows:
"Closing Price": See Section 1301.
"Current Market Price": See Section 1301.
"Exchange Rate": See Section 1301.
"Extraordinary Cash Dividend": See Section 1303.
"Final Maturity": See Section 1301.
"Initial Price": See Section 1301.
"INSO": See Section 1301.
"INSO Common Stock": See Section 1301.
"INSO Successor": See Section 1303.
"NNM": See Section 1301.
"Notice Date": See Section 1301.
"Optional Redemption Date": See Section 1301.
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"Reorganization Event": See Section 1303.
"Threshold Appreciation Price": See Section 1301.
"Trading Day": See Section 1301.
"Transaction Value": See Section 1303.
(b) By amending Section 301 of the Indenture by (i) adding as a
new subsection (16) the following: "(16) the obligation, if any, of the Company
to permit the conversion or exchange of the Securities of such series into other
securities (whether or not issued by, or the obligation of, the Company), and
the terms and conditions upon which such conversion or exchange shall be
effected (including, without limitation, the initial conversion or exchange
price or rate, the conversion or exchange period and any other provision in
addition to or in lieu of those set forth in this Indenture relative to such
obligation; and"; and by (ii) renumbering current subsection (16) of Section 301
to subsection (17).
(c) By amending Section 902(1) of the Indenture by adding to
the end thereof the following: "change the terms under which the SAILS are
exchangeable or redeemable as set forth in Article XIII of this Indenture, or"
(d) By adding, solely with respect to the series of Securities
that consists of the SAILS, a new Article XIII as follows:
ARTICLE XIII
EXCHANGE OF SAILS
SECTION 1301. Mandatory Exchange; Optional Redemption.
(a) Mandatory Exchange. Unless previously redeemed by
the Company as provided herein and in the form of SAILS attached
hereto as Exhibit A, on August 1, 1999 or such earlier date on
which the SAILS become due and payable as a result of acceleration
("Final Maturity"), the principal amount payable with respect to each
SAILS shall be automatically and mandatorily exchanged (subject to
Section 1301(d)) into a number of shares of common stock, par value
$.01 per share ("INSO Common Stock"), of INSO Corporation, a Delaware
corporation ("INSO"), at the Exchange Rate (as defined below). As a
result of such mandatory exchange, Holders of the SAILS may receive an
amount less than the principal amount thereof. The "Exchange Rate" is
equal to, subject to adjustment as a result of certain dilution events
relating to the INSO Common Stock as provided for in Section 1303, (i)
if the Current Market Price (as defined below) per share of INSO Common
Stock is greater than or equal to $78 7/8 per
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share of INSO Common Stock (the "Threshold Appreciation Price"), 0.8621
shares of INSO Common Stock per SAILS, (ii) if the Current Market Price
is less than the Threshold Appreciation Price but is greater than
$68.00 per share of INSO Common Stock (the "Initial Price"), a
fractional share of INSO Common Stock per SAILS so that the value
thereof (determined at the Current Market Price) is equal to the
Initial Price (such fractional share being calculated to the nearest
1/10,000th of a share or, if there is no nearest 1/10,000th of a share,
to the next higher 1/10,000th of a share) and (iii) if the Current
Market Price is less than or equal to the Initial Price, one share of
INSO Common Stock per SAILS. On or after Final Maturity, all rights of
the Holders of the SAILS will terminate except the right to receive for
each SAILS exchanged, a number of shares of INSO Common Stock (or, at
the Company's option, cash pursuant to Section 1301(d)), unless the
Company defaults on such exchange or payment. No fractional shares of
INSO Common Stock will be issued at Final Maturity, as provided in
Section 1302. Such mandatory exchange shall be subject to the right of
the Company to redeem the SAILS as provided in Section 1301(b) and in
the form of SAILS attached hereto as Exhibit A.
(b) Optional Redemption. The SAILS are not redeemable by the
Company prior to August 1, 1998. At any time on or after August 1, 1998
and before Final Maturity, the Company may, at its option, redeem up to
fifty percent (50%) of the then Outstanding SAILS upon mailing of
notice of such redemption to Holders of SAILS to be redeemed not less
than 30 nor more than 60 days prior to the date fixed for redemption by
the Company (the "Optional Redemption Date"), in accordance with the
terms of the Indenture; provided, however, that the Company shall have
the right to redeem the SAILS on only one occasion prior to Final
Maturity. Upon such redemption, the Company will deliver to the Holders
thereof in exchange for each of the SAILS so redeemed, (i) subject to
Section 1301(d), a number of shares of INSO Common Stock at the
Exchange Rate and (ii) cash in an amount equal to all accrued and
unpaid interest thereon to the Optional Redemption Date; provided,
however , that if the Optional Redemption Date falls on an Interest
Payment Date or between a Regular Record Date and the next succeeding
Interest Payment Date, then the interest payable on such Interest
Payment Date shall be paid to the Holder of record on the next
preceding Regular Record Date. On and after the Optional Redemption
Date, all rights of the Holders of the SAILS called for redemption will
terminate except the right to receive, for each SAILS redeemed, a
number of shares of INSO Common Stock or, at the Company's option, cash
pursuant to Section 1301(d), unless the Company defaults on such
redemption or payment. No fractional shares of INSO Common Stock will
be issued on the Optional Redemption Date, as provided in Section 1302.
(c) Current Market Price. The "Current Market Price" for
purposes of determining the Exchange Rate at Final Maturity shall be
the average Closing Price per share of INSO Common Stock on the 20
Trading Days (as defined below) immediately
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prior to, but not including, Final Maturity. The "Current Market Price"
for purposes of determining the Exchange Rate on the Optional
Redemption Date shall be the lesser of (i) the Closing Price on the
second Trading Day preceding the Notice Date (as defined below) or, if
such day is not a Trading Day, on the last Trading Day immediately
prior to such day and (ii) the average Closing Price per share of INSO
Common Stock on the 20 Trading Days immediately prior to, but not
including, the second Trading Day preceding the Notice Date. The
"Notice Date" in connection with the optional redemption of the SAILS
is defined as the date on which first occurs either the public
announcement of such redemption or the commencement of mailing of a
notice of redemption to the Holders of the SAILS. The "Closing Price"
of any security on any date of determination means the closing sale
price (or, if no closing sale price is reported, the last reported sale
price) of such security on the Nasdaq National Market ("NNM") on such
date or, if such security is not listed on the NNM on any such date, as
reported by the principal United States securities exchange on which
such security is so traded, or if such security is not so traded on a
United States national or regional securities exchange, as otherwise
reported by The Nasdaq Stock Market, Inc., or, if such security is not
so reported, the last quoted bid price for such security in the
over-the-counter market as reported by the National Quotation Bureau or
similar organization, or, if such bid price is not available, the
market value of such security on such date as determined by a
nationally recognized independent investment banking firm retained for
this purpose by the Company. A "Trading Day" is defined as any day that
is not a Saturday, Sunday or a day on which the NNM is closed or
banking institutions or trust companies in the City of New York or the
City of Boston are authorized or obligated by law or executive order to
close and on which the security the Closing Price of which is being
determined (i) is not suspended from trading on any national or
regional securities exchange or association or over-the-counter market
at the close of business and (ii) has traded at least once on the
national or regional securities exchange or association or over-the-
counter market that is the primary market for the trading of such
security.
(d) Notwithstanding anything to the contrary in this Section
1301, the Company may, at its option, in lieu of delivering shares of
INSO Common Stock at Maturity, deliver cash in an amount (calculated to
the nearest 1/100th of a dollar per SAILS or, if there is not a nearer
1/100th of a dollar, then to the next higher 1/100th of a dollar) equal
to the value of the number of shares of INSO Common Stock otherwise
deliverable by the Company in exchange for the SAILS pursuant to
Section 1301(a) or 1301(b), as the case may be, at the Current Market
Price. In addition, the Company may, at its option, deliver cash in
lieu of INSO Common Stock to beneficial Holders of any SAILS in any
jurisdiction where delivery of shares of INSO Common Stock would
require registration or qualification of such shares under applicable
securities or similar laws or subject the Company to other regulatory
requirements in connection with such delivery.
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SECTION 1302. No Fractional Shares.
No fractional shares or scrip representing fractional shares of
INSO Common Stock shall be issued or delivered upon the mandatory
exchange or optional redemption at Maturity of any SAILS. If more than
one SAILS shall be surrendered for mandatory exchange or optional
redemption at one time by the same Holder, the number of full shares of
INSO Common Stock which shall be delivered upon mandatory exchange or
optional redemption, in whole or in part, as the case may be, shall be
computed on the basis of the aggregate number of SAILS so surrendered
at Maturity. Instead of any fractional shares of INSO Common Stock
which would otherwise be deliverable upon mandatory exchange or
optional redemption of any SAILS at Maturity, the Company, through any
applicable Paying Agent, shall make a cash payment in respect of such
fractional interest in an amount equal to the value of such fractional
shares at the Current Market Price. The Company shall, upon mandatory
exchange or optional redemption of any SAILS, provide cash to any
applicable Paying Agent in an amount equal to the cash payable with
respect to any fractional shares of INSO Common Stock deliverable upon
mandatory exchange or optional redemption of such SAILS, and the
Company shall retain such fractional shares of INSO Common Stock.
SECTION 1303. Adjustment of Exchange Rate.
(a) The Exchange Rate shall be subject to adjustment
from time to time as follows:
(i) If INSO shall:
(A) pay a dividend or make a
distribution with respect to the
INSO Common Stock in shares of such
stock,
(B) subdivide or split the outstanding
shares of INSO Common Stock into a
greater number of shares,
(C) combine the outstanding shares of
INSO Common Stock into a smaller
number of shares, or
(D) issue by reclassification of shares
of INSO Common Stock any shares of
capital stock of INSO,
then, in any such event, the Exchange Rate in effect
immediately prior to such event shall be adjusted so that the
Holder of any SAILS shall thereafter be entitled to receive,
upon mandatory exchange or optional redemption of the principal
amount of such SAILS at Maturity, as set forth in Section 1301,
the number of
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shares of INSO Common Stock which such Holder would have owned
or been entitled to receive immediately following any event
described above had such SAILS been exchanged or redeemed
immediately prior to such event or any record date with respect
thereto. Each such adjustment shall become effective at the
opening of business on the business day next following the
record date for determination of stockholders of INSO Common
Stock entitled to receive such dividend or distribution in the
case of a dividend or distribution and shall become effective
immediately after the effective date in the case of a
subdivision, split, combination or reclassification. Each such
adjustment shall be made successively.
(ii) If INSO shall, after the date hereof, issue rights or
warrants to all stockholders of INSO Common Stock entitling
them to subscribe for or purchase shares of INSO Common Stock
(other than rights to purchase INSO Common Stock pursuant to a
plan for the reinvestment of dividends or interest) at a price
per share less than the current market price of INSO Common
Stock (determined for purposes of this clause (ii) as the
average Closing Price per share of INSO Common Stock on the 20
Trading Days immediately prior to the date such rights or
warrants are issued), then in each case the Exchange Rate shall
be adjusted by multiplying the Exchange Rate in effect
immediately prior to the date of issuance of such rights or
warrants, by a fraction, of which the numerator shall be the
number of shares of INSO Common Stock outstanding on the date
of issuance of such rights or warrants, immediately prior to
such issuance, plus the number of additional shares of INSO
Common Stock offered for subscription or purchase pursuant to
such rights or warrants, and of which the denominator shall be
the number of shares of INSO Common Stock outstanding on the
date of issuance of such rights or warrants, immediately prior
to such issuance, plus the number of additional shares of INSO
Common Stock which the aggregate offering price of the total
number of shares of INSO Common Stock so offered for
subscription or purchase pursuant to such rights or warrants
would purchase at such current market price (calculated as the
average Closing Price per share of INSO Common Stock on the 20
Trading Days immediately prior to the date such rights or
warrants are issued), which shall be determined by multiplying
such total number of shares by the exercise price of such
rights or warrants and dividing the product so obtained by such
current market price. Such adjustment shall become effective at
the opening of business on the business day next following the
record date for the determination of stockholders entitled to
receive such rights or warrants. To the extent that shares of
INSO Common Stock are not delivered after the expiration of
such rights or warrants, the Exchange Rate shall be readjusted
to the Exchange Rate which would then be in effect had such
adjustments for the issuance of such rights or warrants been
made upon the basis of delivery of only the
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number of shares of INSO Common Stock actually delivered. Each
such adjustment shall be made successively.
(iii) If INSO shall pay a dividend or make a
distribution to all stockholders of INSO Common Stock of
evidences of its indebtedness or other assets (excluding any
dividends or distributions referred to in subparagraph (i)
above or any ordinary periodic cash dividends that do not
constitute Extraordinary Cash Dividends (as defined in clause
(vi) below) or shall issue to all stockholders of INSO Common
Stock rights or warrants to subscribe for or purchase any of
its securities (other than those referred to in subparagraph
(ii) above), then in each such case, the Exchange Rate shall be
adjusted by multiplying the Exchange Rate in effect on the
record date mentioned below, by a fraction of which the
numerator shall be the current market price per share of INSO
Common Stock on the record date for the determination of
stockholders entitled to receive such dividend or distribution
(such current market price being determined for purposes of
this clause (iii) as the average Closing Price per share of
INSO Common Stock on the 20 Trading Days immediately prior to
such record date), and of which the denominator shall be such
current market price per share of INSO Common Stock less the
fair market value (as determined by the Board of Directors of
the Company, whose determination shall be conclusive, and
described in a resolution adopted with respect thereto) as of
such record date of the portion of the assets or evidences of
indebtedness so distributed or of such subscription rights or
warrants applicable to one share of INSO Common Stock. Each
such adjustment shall become effective on the opening of
business on the business day next following the record date for
the determination of stockholders entitled to receive such
dividend or distribution. Each such adjustment shall be made
successively.
(iv) Any shares of INSO Common Stock issuable in
payment of a dividend shall be deemed to have been issued
immediately prior to the close of business on the record date
for such dividend for purposes of calculating the number of
outstanding shares of INSO Common Stock under subparagraph (ii)
above.
(v) All adjustments to the Exchange Rate shall be
calculated to the nearest 1/10,000th of a share of INSO Common
Stock (or if there is not a nearest 1/10,000th of a share to
the next lower 1/10,000th of a share). No adjustment in the
Exchange Rate shall be required unless such adjustment would
require an increase or decrease of at least one percent
therein; provided, however, that any adjustments which by
reason of this clause (v) are not required to be made shall be
carried forward and taken into account in any subsequent
adjustment. If an adjustment is made to the Exchange Rate
pursuant to subparagraph (i), (ii) or (iii) of this Section
1303(a), an adjustment shall also be made to the Current Market
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Price solely to determine which of paragraphs (a), (b) or (c)
of the definition of Exchange Rate in Section 1301 will apply
at Maturity. The required adjustment shall be determined by
multiplying the Current Market Price by the reciprocal of the
number determined under subparagraph (i), (ii) or (iii) by
which the then existing Exchange Rate was multiplied to adjust
such rate. This subparagraph (v) shall be so used to adjust
the definition of Current Market Price only as such term is
used for the first time in each of subparagraphs (a), (b) and
(c) of the definition of Exchange Rate.
(vi) For purposes of the foregoing, the term
"Extraordinary Cash Dividend" shall mean, with respect to any
consecutive 365-day period, any cash dividend with respect to
INSO Common Stock the amount of which, together with the
aggregate amount of all other such cash dividends on the INSO
Common Stock occurring in such 365-day period, exceeds on a per
share basis 10% of the average of the Closing Prices per share
of the INSO Common Stock for each Trading Day during such
365-day period, and for purposes of applying the formula set
forth in clause (iii) above, the fair market value of such
dividend being calculated pursuant to such clause (iii) shall
be equal to (x) the aggregate amount of such cash dividend
together with the amounts of such other cash dividends
occurring in such period minus (y) the aggregate amount of such
other cash dividends occurring in such period for which a prior
adjustment in the Exchange Rate was previously made under this
Section 1303(a). In making the determinations required by the
foregoing sentence, the amount of cash dividends paid on a per
share basis shall be appropriately adjusted to reflect the
occurrence during such period of any event described in this
Section 1303(a).
(b) In the event of (i) any consolidation or merger of INSO, or
any surviving entity or subsequent surviving entity of INSO (an "INSO
Successor"), with or into another entity (other than a merger or
consolidation in which INSOis the continuing corporation and in which
the INSO Common Stock outstanding immediately prior to the merger or
consolidation is not exchanged for cash, securities or other property
of INSO or another corporation), (ii) any sale, transfer, lease or
conveyance to another corporation of the property of INSO or any INSO
Successor as an entirety or substantially as an entirety, (iii) any
statutory exchange of securities of INSO or any INSO Successor with
another corporation (other than in connection with a merger or
acquisition) or (iv) any liquidation, dissolution or winding up of INSO
or any INSO Successor (any such event, a "Reorganization Event"), the
Exchange Rate used to determine the amount payable upon exchange or
redemption at Maturity for each SAILS will be adjusted to provide that
each Holder of SAILS will receive at Maturity cash in an amount equal
to (a) if the Transaction Value (as defined below) is greater than or
equal to the Threshold Appreciation Price, 0.8621 multiplied by the
Transaction Value, (b) if the Transaction Value is less than the
Threshold Appreciation Price but greater than the Initial Price, the
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Initial Price or (c) if the Transaction Value is less than or equal to the
Initial Price, the Transaction Value. "Transaction Value" means (x) for any cash
received in any such Reorganization Event, the amount of cash received per share
of INSO Common Stock, (y) for any property other than cash or securities
received in any such Reorganization Event, an amount equal to the market value
at Maturity of such property received per share of INSO Common Stock as
determined by a nationally recognized independent investment banking firm
retained for this purpose by the Company and (z) for any securities received in
any such Reorganization Event, an amount equal to the average Closing Price per
share of such securities on the 20 Trading Days immediately prior to Maturity,
multiplied by the number of such securities received for each share of INSO
Common Stock. Notwithstanding the foregoing, in lieu of delivering cash as
provided above, the Company may at its option deliver an equivalent value of
securities or other property received in such Reorganization Event, determined
in accordance with clause (y) or (z) above, as applicable. The kind and amount
of securities into which the SAILS shall be exchangeable after consummation of
such transaction shall be subject to adjustment as described in paragraph (a)
above following the date of consummation of such transaction.
SECTION 1304. Notice of Adjustments and Certain Other
Events.
(a) Whenever the Exchange Rate is adjusted as herein
provided, the Company shall:
(i) forthwith compute the adjusted Exchange Rate in
accordance with Section 1303 and prepare an Officers'
Certificate setting forth the adjusted Exchange Rate, the
method of calculation thereof in reasonable detail, and the
facts requiring such adjustment and upon which such adjustment
is based, which Officers' Certificate shall be conclusive,
final and binding evidence of the correctness of the
adjustment, and file such certificate forthwith with the
Trustee for the SAILS; and
(ii) within 10 Business Days following the occurrence
of an event that requires an adjustment to the Exchange Rate
pursuant to Section 1303 (or if the Company is not aware of
such occurrence, as soon as practicable after becoming so
aware), provide written notice to the Trustee and to the
Holders of the Outstanding SAILS of the occurrence of such
event and a statement in reasonable detail setting forth the
method by which the adjustment to the Exchange Rate was
determined and setting forth the revised Exchange Rate per
SAILS.
(b) In case at any time while any of the SAILS are
Outstanding the Company receives notice that:
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(i) INSO shall declare a dividend (or any other
distribution) on or in respect of the INSO Common Stock to
which Section 1303(a)(i) or (ii) shall apply (other than any
cash dividends and distributions, if any, paid from time to
time by INSO that do not constitute Extraordinary Cash
Dividends);
(ii) INSO shall authorize the issuance to all
stockholders of INSO Common Stock of rights or warrants to
subscribe for or purchase shares of INSO Common Stock or of
any other subscription rights or warrants;
(iii) there shall occur any conversion or
reclassification of INSO Common Stock (other than a
subdivision or combination of outstanding shares of such INSO
Common Stock) or any consolidation, merger or reorganization
to which INSO is a party and for which approval of any
stockholders of INSO is required, or the sale or transfer of
all or substantially all of the assets of INSO; or
(iv) there shall occur the voluntary or
involuntary dissolution, liquidation or winding up of INSO;
then the Company shall promptly cause to be delivered to the
Trustee and any applicable Paying Agent and filed at the
office or agency maintained for the purpose of mandatory
exchange or optional redemption of SAILS at Maturity in the
Borough of Manhattan, in the City of New York by the Trustee
(or any applicable Paying Agent), and shall promptly cause to
be mailed to the Holders of SAILS at their last addresses as
they shall appear upon the registration books of the Security
Registrar, at least 10 days before the date hereinafter
specified (or the earlier of the dates hereinafter specified,
in the event that more than one is specified), an Officers'
Certificate stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution or grant
or rights or warrants, or, if a record is not to be taken, the
date as of which the stockholders of INSO Common Stock of
record to be entitled to such dividend, distribution or grant
of rights or warrants are to be determined, or (y) the date,
if known by the Company, on which such reclassification,
consolidation, merger, sale, transfer, dissolution,
liquidation or winding up is expected to become effective.
(c) On or prior to seven Business Days preceding Final
Maturity or any Optional Redemption Date, as the case may be, the
Company will provide notice to the Holders of record of the SAILS and
to the Trustee and will publish a notice in a daily newspaper of
national circulation stating whether the Company has irrevocably
elected to deliver INSO Common Stock pursuant to Section 1301(a) or
(b), as the case may be, or cash pursuant to Section 1301(d) (or any
other property or securities that may be delivered pursuant to Section
1303(b)) at Final Maturity or, with respect to SAILS called for
redemption, on the Optional Redemption Date, as the case may be.
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(d) The Trustee may rely without inquiry on any Officers'
Certificate or written notice furnished to it pursuant to this Section
1304 and shall not be deemed to have knowledge of any adjustment or
other event described herein unless it shall have received such
Officers' Certificate or notice.
SECTION 1305. Taxes.
(a) The Company will pay any and all documentary, stamp,
transfer or similar taxes that may be payable in respect of the
transfer and delivery of INSO Common Stock pursuant hereto; provided,
however, that the Company shall not be required to pay any such tax
which may be payable in respect of any transfer involved in the
delivery of INSO Common Stock in a name other than that in which the
SAILS so exchanged or redeemed were registered, and no such transfer
or delivery shall be made unless and until the Person requesting each
transfer has paid to the Company the amount of any such tax, or has
established, to the satisfaction of the Company, that such tax has
been paid.
(b) The parties hereto hereby agree, and each Holder of a
SAILS by its purchase of a SAILS hereby agrees:
(i) to treat, for U.S. federal income tax
purposes, each SAILS as a unit (the "unit characterization")
consisting of (x) an exchange note (the "Exchange Note"), which
is a debt obligation with a fixed principal amount and issue
price equal to the principal amount of the SAILS, bearing
interest at the stated interest rate, and with the principal
amount unconditionally payable at Maturity, and (y) a forward
purchase contract (the "Purchase Contract") pursuant to which
the Holder agrees to use the principal payment due on the
Exchange Note to purchase, at Maturity, the INSO Common Stock
which the Holder is entitled to receive at that time (subject
to the Company's right to deliver cash in lieu of such INSO
Common Stock pursuant to Section 1301(d)), which treatment will
require, among other things, the Holder to include in income as
interest, in accordance with its method of accounting, payments
made with respect to the SAILS that are denominated as
interest;
(ii) in the case of an initial purchase, to
allocate the entire purchase price of a SAILS to the Exchange
Note and to allocate no part thereof to the Purchase Contract;
and
(iii) to file all U.S. federal, state and local
income and franchise tax returns consistent with the unit
characterization (unless required otherwise by an applicable
taxing authority).
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SECTION 1306. Shares Free and Clear.
The Company hereby warrants that upon exchange or redemption
of a SAILS for INSO Common Stock at Maturity pursuant to this
Indenture, the Holder of a SAILS shall receive all rights held by the
Company in the INSO Common Stock for which such SAILS is at such time
exchangeable or redeemable pursuant to this Indenture, free and clear
of any and all liens, claims, charges and encumbrances other than any
liens, claims, charges and encumbrances which may have been placed on
any INSO Common Stock by the owner thereof prior to the time such INSO
Common Stock was acquired by the Company. Except as provided in
Section 1305(a), the Company will pay all taxes and charges with
respect to the delivery of INSO Common Stock delivered in exchange
for the SAILS hereunder.
SECTION 1307. Cancellation of Security.
Upon receipt by the Trustee of the SAILS delivered to it for
mandatory exchange or optional redemption under this Article XIII, the
Trustee shall cancel and dispose of the same as provided in Section
309.
SECTION 1308. Limitations on Trading During Certain Days.
The Company hereby agrees that it will not, and it will cause
each of its Subsidiaries not to, buy or sell shares of INSO Common
Stock for their own account during the 20 Trading Days prior to
Maturity of the SAILS.
(e) By amending the table of contents of the Indenture to
reflect the additions described in subsections (a) and (d) of this Section 1.
SECTION 2. The form of SAILS attached hereto as Exhibit A is
hereby adopted, pursuant to Section 201 of the Indenture, as a form of
Securities of a series that consists of the SAILS.
SECTION 3. The Indenture, as supplemented and amended by this
Supplemental Indenture and all other indentures supplemental thereto, is in all
respects ratified and confirmed and approved, and the Indenture, this
Supplemental Indenture and all indentures supplemental thereto shall be read,
taken and construed as one and the same instrument.
SECTION 4. If any provision hereof limits, qualifies or
conflicts with another provision hereof which is required to be included in
this Supplemental Indenture by any of the provisions of the Trust Indenture
Act, such required provision shall control.
13
15
SECTION 5. All covenants and agreements in this Supplemental
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.
SECTION 6. In case any provision in this Supplemental Indenture
or in the Securities of any series shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions (or of
the other series of Securities) shall not in any way be affected or impaired
thereby.
SECTION 7. Nothing in this Supplemental Indenture, expressed or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder, and the Holders of each series of Securities any benefit
or any legal or equitable right, remedy or claim under this Supplemental
Indenture.
SECTION 8. This Supplemental Indenture and each Security of any
series shall be deemed to be a contract made under the laws of the State of New
York and this Supplemental Indenture and each such Security for all purposes
shall be governed by and construed in accordance with the laws of the State of
New York.
SECTION 9. All terms used in this Supplemental Indenture not
otherwise defined herein that are defined in the Indenture shall have the
meanings set forth therein.
SECTION 10. This Supplemental Indenture may be executed in one or
more counterparts, each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.
SECTION 11. The recitals contained herein and in the Securities,
except the certificate of authentication of the Trustee thereon, shall be taken
as statements of the Company, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of the Indenture, this Supplemental Indenture or of the Securities
and shall not be accountable for the use or application by the Company of the
Securities or the proceeds thereof.
[END OF TEXT]
14
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
HOUGHTON MIFFLIN COMPANY
By:/s/ XXXXX X. XXXXXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Chairman, President and Chief
Executive Officer
[Seal]
Attest:
/s/ XXXX X. XXXXXXX
-----------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Clerk
THE FIRST NATIONAL BANK OF
BOSTON, as Trustee
By:/s/ XXXXX XXXXXXX
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Account Manager
[Seal]
Attest:
/s/ XXXXX X. XXXXXXXXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxxxxxxxx
Title: Account Manager
15
17
COMMONWEALTH OF MASSACHUSETTS)
) ss.:
COUNTY OF SUFFOLK )
On the second day of August, 1995, before me personally came Xxxxx X.
Xxxxxxxxxx, to me known, who, being by me duly sworn, did depose and say that
he is Chairman of the Board, President and Chief Executive Officer of Houghton
Mifflin Company, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.
/s/ XXXXXXXX X. XXXXXXX
--------------------------------------------
[Seal] Notary Public, Commonwealth of Massachusetts
Qualified in Suffolk County
Commission Expires: 6/28/02
16
18
COMMONWEALTH OF MASSACHUSETTS)
) ss.:
COUNTY OF SUFFOLK )
On the second day of August, 1995, before me personally came Xxxxx X.
Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that she
is an Account Manager of The First National Bank of Boston, a national banking
association described in and which executed the foregoing instrument; that she
knows the seal of said association; that the seal affixed to said instrument is
such association seal; that it was so affixed by authority of the Board of
Directors of said association, and that she signed her name thereto by like
authority.
/s/ XXXXX X. XXXXX
----------------------------------------
[Seal] Notary Public, Commonwealth of Massachusetts
Qualified in Massachusetts
Commission Expires: July 18, 2002
17
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EXHIBIT A
[Form of Face of SAILS]
No. [R-_________] CUSIP NO. 000000XX0
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER (AS
DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE 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 IS 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.
HOUGHTON MIFFLIN COMPANY
______________ SAILS(SM)*
(Stock Appreciation Income Linked Securities (SAILS)(SM)*)
6% Exchangeable Note due 1999
(Subject to Exchange at Maturity
into Shares of Common Stock, Par Value $.01
Per Share, of INSO Corporation)
HOUGHTON MIFFLIN COMPANY, a corporation duly organized and existing
under the laws of the Commonwealth of Massachusetts (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 (or Sixty Eight Dollars per Stock Appreciation
Income Linked Security (each a "SAILS")) on August 1, 1999 (subject to the
mandatory exchange provisions at Final Maturity described below), subject to
prior redemption by the Company on or after August 1, 1998 as hereinafter
provided, and to pay interest (computed on the basis of a 360-day year of
twelve 30-day months) thereon from August 2, 1995 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
quarterly in arrears on February 1, May 1, August 1 and November 1 in each
year, commencing November 1, 1995 at the rate per annum specified in the title
of this note computed quarterly, until the principal hereof is paid or made
available for payment. The interest so
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payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in said Indenture, be paid to the Person in whose name this
SAILS (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
January 15, April 15, July 15 or October 15 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date. Except as
otherwise provided in the Indenture, any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
SAILS (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of the SAILS
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the SAILS may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Unless previously redeemed by the Company as provided herein and in
the Indenture, at Final Maturity the principal amount of this SAILS will be
mandatorily exchanged into a number of shares of common stock, par value $.01
per share ("INSO Common Stock"), of INSO Corporation, a Delaware corporation
("INSO"), at the Exchange Rate (as defined below) and, as a result, the Holder
of this SAILS may receive an amount less than the principal amount hereof. The
"Exchange Rate" is equal to, subject to adjustment as a result of certain
dilution events relating to the INSO Common Stock as provided for in the
Indenture, (i) if the Current Market Price (as defined below) per share of INSO
Common Stock is greater than or equal to $78 7/8 per share of INSO Common Stock
(the "Threshold Appreciation Price"), 0.8621 shares of INSO Common Stock per
SAILS, (ii) if the Current Market Price is less than the Threshold Appreciation
Price but is greater than $68.00 per share of INSO Common Stock (the "Initial
Price"), a fractional share of INSO Common Stock per SAILS so that the value
thereof (determined at the Current Market Price) is equal to the Initial Price
or (iii) if the Current Market Price is less than or equal to the Initial
Price, one share of INSO Common Stock per SAILS. Notwithstanding the
foregoing, as provided in the Indenture, the Company may, at its option, in
lieu of delivering shares of INSO Common Stock at Maturity, deliver cash in an
amount (calculated to the nearest 1/100th of a dollar per SAILS or, if there is
not a nearer 1/100th of a dollar, then to the next higher 1/100th of a dollar)
equal to the value of the number of shares of INSO Common Stock otherwise
deliverable by the Company in exchange for the SAILS pursuant to Section
1301(a) or 1301(b) of the Indenture, as the case may be, at the Current Market
Price. In addition, the Company may, at its option, deliver cash in lieu of
INSO Common Stock to beneficial Holders of any SAILS in any jurisdiction where
delivery of shares of INSO Common Stock would require registration or
qualification of such shares under applicable securities or similar laws or
subject the Company to other regulatory requirements in connection with such
delivery. No fractional shares of INSO Common Stock will be issued at Final
Maturity, as provided in the Indenture. Such mandatory exchange shall be
subject to the
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right of the Company to redeem up to fifty percent (50%) of the SAILS then
Outstanding on or after August 1, 1998, and before Final Maturity, as described
herein and in the Indenture.
On a single occasion on or after August 1, 1998 and before Final
Maturity, the Company may, at its option, redeem up to fifty percent (50%) of
the then Outstanding SAILS upon mailing of notice of such redemption to Holders
of the SAILS to be redeemed not less than 30 nor more than 60 days prior to the
date fixed for redemption by the Company (the "Optional Redemption Date"), in
accordance with the terms of the Indenture. The Company may not redeem the
SAILS prior to August 1, 1998. Upon any such redemption, the Company will
deliver to the Holder thereof in exchange for each of the SAILS so redeemed,
(i) a number of shares of INSO Common Stock (or, at the option of the Company,
cash as provided in Section 1301(d) of the Indenture) at the Exchange Rate and
(ii) cash in an amount equal to all accrued and unpaid interest thereon to the
Optional Redemption Date; provided, however, that if the Optional Redemption
Date falls on an Interest Payment Date or between a Regular Record Date and the
next succeeding Interest Payment Date, then the interest payable on such
Interest Payment Date shall be paid to the Holder of record on the next
preceding Regular Record Date. On and after the Optional Redemption Date, all
rights of the Holders of the SAILS called for redemption will terminate except
the right to receive for each SAILS redeemed a number of shares of INSO Common
Stock (or, at the Company's option, cash as provided in Section 1301(d) of the
Indenture), unless the Company defaults on such exchange or payment. No
fractional shares of INSO Common Stock will be issued on the Optional
Redemption Date, as provided in the Indenture.
The "Current Market Price" for purposes of determining the Exchange
Rate at Final Maturity shall be the average Closing Price per share of INSO
Common Stock on the 20 Trading Days immediately prior to, but not including,
Final Maturity. The "Current Market Price" for purposes of determining the
Exchange Rate on the Optional Redemption Date shall be the lesser of (i) the
Closing Price on the second Trading Day preceding the Notice Date (as defined
below) or, if such day is not a Trading Day, on the last Trading Day
immediately prior to such day and (ii) the average Closing Price per share of
INSO Common Stock on the 20 Trading Days immediately prior to, but not
including, the second Trading Day preceding the Notice Date. The "Notice Date"
in connection with the optional redemption of the SAILS is defined as the date
on which first occurs either the public announcement of such redemption or the
commencement of mailing of a notice of redemption to the Holders of the SAILS.
The "Closing Price" of any security on any date of determination means the
closing sale price (or, if no closing sale price is reported, the last reported
sale price) of such security on the Nasdaq National Market ("NNM") on such date
or, if such security is not listed on the NNM on any such date, as reported by
the principal United States securities exchange on which such security is so
listed, or if such security is not so listed on a United States national or
regional securities exchange, as otherwise reported by The Nasdaq Stock Market,
Inc., or, if such security is not so reported, the last quoted bid price for
such security in the over-the-counter market as reported by the National
Quotation Bureau or similar organization, or, if such bid price is not
available, the market value of such
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security on such date as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Company. A "Trading
Day" is defined as any day that is not a Saturday, Sunday or a day on which the
NNM is closed or banking institutions or trust companies in the City of New
York or the City of Boston are authorized or obligated by law or executive
order to close and on which the security the Closing Price of which is being
determined (A) is not suspended from trading on any national or regional
securities exchange or association or over-the-counter market at the close of
business and (B) has traded at least once on the national or regional
securities exchange or association or over-the-counter market that is the
primary market for the trading of such security.
Interest on this SAILS will be payable, and delivery of INSO Common
Stock (or, at the Company's option, cash in an amount equal to the value of
such INSO Common Stock) in exchange for the principal amount of this SAILS at
Maturity will be made upon surrender of this SAILS, at the office or agency of
the Company maintained for that purpose in the City of New York, New York, and
payment of interest on (and, if the Company elects not to deliver INSO Common
Stock upon exchange at Maturity, the cash equivalent thereof payable upon
exchange for the principal amount of) this SAILS will be made in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by wire transfer to an account maintained by such Person
with a bank in The City of New York (so long as the Company has received proper
transfer instructions in writing).
ADDITIONAL PROVISIONS OF THIS SAILS ARE CONTAINED ON THE REVERSE
HEREOF AND SUCH PROVISIONS SHALL HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH
IN THIS PLACE.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, directly or through an
Authenticating Agent, by manual signature of an authorized signatory, this
SAILS shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
*"SAILS" and "Stock Appreciation Income Linked Securities" are service
marks of CS First Boston, Inc.
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IN WITNESS WHEREOF, HOUGHTON MIFFLIN COMPANY has caused this
instrument to be duly executed under its corporate seal.
Dated:
HOUGHTON MIFFLIN COMPANY
By
-------------------------------------
Name:
Title:
Attest:
----------------------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This SAILS is one of the Securities of
the series designated herein and
referred to in the within-mentioned
Indenture.
THE FIRST NATIONAL BANK OF BOSTON,
as Trustee
By
-----------------------------------
Authorized Signatory
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[Form of Reverse of SAILS]
HOUGHTON MIFFLIN COMPANY
___________ SAILS(SM)*
Stock Appreciation Income Linked Securities (SAILS)(SM)*)
6% Exchangeable Note due 1999
(Subject to Exchange at Maturity
into Shares of Common Stock, Par Value $.01
Per Share, of INSO Corporation)
This note is one of a duly authorized issue of debentures, notes or
other evidence of indebtedness (hereinafter called the "Securities") of the
Company of the series hereinafter specified, which series is limited to
2,000,000 SAILS, all such Securities issued and to be issued under an indenture
dated as of March 15, 1994, between the Company and The First National Bank of
Boston, as Trustee as supplemented by a First Supplemental Indenture dated as
of July 27, 1995 (as supplemented, the "Indenture"), pursuant to which the
Company has designated The First National Bank of Boston as Trustee for the
SAILS, to which Indenture and all other Indentures supplemental hereto or
thereto reference is hereby made for a statement of the rights and limitation
of rights thereunder of the Holders of the Securities and of the rights,
obligations, duties and immunities of the Trustee for each series of Securities
and of the Company, and the terms upon which the Securities are and are to be
authenticated and delivered. As provided in the Indenture and subject to
certain limitations therein set forth, Registered Securities of this series are
exchangeable for a like aggregate principal amount of Registered Securities of
this series and of like tenor of any authorized denominations, as requested by
the Holder surrendering the same, upon surrender of the Registered Security or
Registered Securities to be exchanged at any office or agency described below
where Registered Securities of this series may be presented for registration of
transfer. This note is one of a series of the Securities designated 6%
Exchangeable Notes due 1999 (referred to herein as the "SAILS").
If an Event of Default with respect to the SAILS, as defined in the
Indenture, shall occur and be continuing, the principal of all the SAILS may be
declared due and payable and therefore will result in the mandatory exchange of
the principal amount thereof for INSO Common Stock (or, at the Company's
option, cash as provided in Section 1301(d) of the Indenture), all in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of
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the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences with respect
to such series. Any such consent or waiver by the Holder of this SAILS shall
be conclusive and binding upon such Holder and upon all future Holders of this
SAILS and of any SAILS issued upon the transfer hereof or in exchange herefor
or in lieu thereof, whether or not notation of such event or waiver is made
upon this SAILS.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any SAILS will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default with respect to the SAILS, the Holders of not less than 25% in
principal amount of the Outstanding SAILS shall have made written request, and
offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and the Trustee shall have received from the Holders of a majority in
principal amount of the Outstanding SAILS a direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days;
provided, however, that such limitations do not apply to a suit instituted by
the Holder hereof for the enforcement of payment of the principal of or
interest on this SAILS on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this SAILS or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this SAILS
at the times, place and rate, and in the manner, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this SAILS is registrable in the Security
Register, upon surrender of this SAILS for registration of transfer at the
office or agency of the Company to be maintained for that purpose in the City
of New York, or at any other office or agency of the Company maintained for
that purpose, 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 SAILS of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
No service charge shall be made for any such transfer or exchange, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the registration of such
transfer or charge, other than certain exchanges not involving any transfer.
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Certain terms used in this SAILS which are defined in the Indenture
have the meanings set forth therein.
The Indenture and this SAILS shall for all purposes be governed by,
and construed in accordance with, the laws of the State of New York.
Prior to due presentment of this SAILS for registration of transfer,
the Company, the Trustee for the SAILS and any agent of the Company or such
Trustee may treat the Person in whose name this SAILS is registered as the
owner hereof for the purpose of receiving payment as herein provided and for
all other purposes, whether or not this SAILS be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COMM -- as tenants in common UNIF GIFT MIN ACT --
TEN ENT -- as tenants by the entireties Custodian
JT TEN -- as joint tenants with right of -------- ---------
survivorship and not as (Cust) (Minor)
tenants in common Under Uniform Gifts to Minors Act
-----------
(State)
Additional abbreviations may also be used though not in the above list.
-------------------------------------------------------
Social Security or taxpayer I.D. or other identifying number of assignee
--------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(name and address of assignee)
the within SAILS and all rights thereunder, hereby irrevocably constituting and
appointing , attorney to transfer said SAILS on
the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
---------------------
----------------------
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