Exhibit 7(c)(3)
LIBERTY MEDIA CORPORATION
AND
THE BANK OF NEW YORK
Trustee
---------------------
EIGHTH SUPPLEMENTAL INDENTURE
Dated as of December 3, 2001
---------------------
Supplementing the Trust Indenture
Dated as of July 7, 1999
--------------------
7-3/4% Senior Notes due 2009
EIGHTH SUPPLEMENTAL INDENTURE, dated as of the 3rd day of December, 2001,
between LIBERTY MEDIA CORPORATION, a corporation existing under the laws of the
State of Delaware (the "Company"), and The Bank of New York, a New York banking
corporation, having its principal corporate trust office in The City of New
York, New York, as trustee (the "Trustee");
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture dated as of July 7, 1999 (the "Original Indenture" and, together
with this Eighth Supplemental Indenture, the "Indenture") providing for the
issuance by the Company from time to time of its senior debt securities to be
issued in one or more series (in the Original Indenture and herein called the
"Securities");
WHEREAS, the Company, in the exercise of the power and authority conferred
upon and reserved to it under the provisions of the Original Indenture and
pursuant to appropriate resolutions of the Board of Directors, has duly
determined to make, execute and deliver to the Trustee this Eighth Supplemental
Indenture to the Original Indenture in order to establish the form and terms of,
and to provide for the creation and issue of, a series of Securities designated
as the "7-3/4% Senior Notes due 2009" under the Original Indenture in the
aggregate principal amount of $237,800,000;
WHEREAS, Section 901 of the Original Indenture provides, among other
things, that the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, without the consent of any Holders,
may enter into an indenture supplemental to the Original Indenture to establish
the terms of Securities of any series as permitted by Sections 201 and 301 of
the Original Indenture; and
WHEREAS, all things necessary to make the Securities, when executed by the
Company and authenticated and delivered by the Trustee or any Authenticating
Agent and issued upon the terms and subject to the conditions hereinafter and in
the Indenture set forth against payment therefor, the valid, binding and legal
obligations of the Company and to make this Eighth Supplemental Indenture a
valid, binding and legal agreement of the Company, have been done;
NOW, THEREFORE, THIS EIGHTH SUPPLEMENTAL INDENTURE WITNESSETH that, in order to
establish the terms of a series of Securities designated as the "7-3/4% Senior
Notes due 2009," and for and in consideration of the premises and of the
covenants contained in the Original Indenture and in this Eighth Supplemental
Indenture and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, it is mutually covenanted and
agreed as follows:
1
ARTICLE ONE
DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION
Section 101. Definitions.
Each capitalized term that is used herein and is defined in the Original
Indenture shall have the meaning specified in the Original Indenture unless such
term is otherwise defined herein.
"Clearstream" shall mean Clearstream Banking Luxembourg, or its
successors.
"Comparable Treasury Issue" shall mean the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the Remaining Life of the Securities that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the Remaining Life
of the Securities.
"Comparable Treasury Price" shall mean, with respect to any Redemption
Date, (1) the average of the five Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than five such
Reference Treasury Dealer Quotations, the average of all such quotations.
"Depository" shall have the meaning assigned to it in the Original
Indenture.
"DTC" shall mean The Depository Trust Company.
"Euroclear" shall mean Euroclear Bank S.A./N.V., or its successors, as
operator of the Euroclear System.
"Independent Investment Banker" shall mean one of the Reference Treasury
Dealers appointed by the Company.
"Interest Payment Date" shall have the meaning assigned to it in Section
206.
"Purchasers" shall mean Credit Suisse First Boston Corporation, Xxxxxxx
Xxxxx Xxxxxx Inc., TD Securities (USA) Inc. and X.X. Xxxxxx Securities Inc.
"Reference Treasury Dealer" shall mean each of Xxxxxx Brothers Inc.,
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Credit Suisse First Boston
Corporation, Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxxxx Xxxxx Barney Inc. and
their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. government securities dealer (a "Primary
Treasury Dealer"), the Company shall substitute therefor another nationally
recognized investment banking firm that is a Primary Treasury Dealer.
2
"Reference Treasury Dealer Quotations" shall mean, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York
City time, on the third Business Day preceding such Redemption Date.
"Remaining Scheduled Payments" shall mean the remaining scheduled payments
of principal of, and interest on, the Securities that would be due after the
related Redemption Date for such redemption.
"Securities" shall mean the Company's 7-3/4% Senior Notes due 2009.
"Securities Act" shall mean the United States Securities Act of 1933, as
amended.
"33 Act Registered Security" shall have the meaning assigned to it in
Section 213.
"Treasury Rate" shall mean, with respect to any Redemption Date, the rate
per annum equal to the semi-annual yield to maturity of the Comparable Treasury
Issue, calculated on the third Business Day preceding such Redemption Date
assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such Redemption
Date.
Section 102. Section References.
Each reference to a particular section set forth in this Eighth
Supplemental Indenture shall, unless the context otherwise requires, refer to
this Eighth Supplemental Indenture.
ARTICLE TWO
TITLE AND TERMS OF THE SECURITIES
Section 201. Title of the Securities.
The title of the Securities of the series established hereby is the
"7-3/4% Senior Notes due 2009."
Section 202. Amount and Denominations.
The aggregate principal amount of the Securities which may be
authenticated and delivered under the Indenture is limited to $237,800,000,
except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of the same series
pursuant to Section 304, 305, 306, 904 or 1107 of the Original Indenture;
provided, however, that the Securities may be reopened, without the consent of
the Holders thereof, for issuance of additional Securities.
3
Section 203. Registered Securities.
The certificate for the Securities shall be a Registered Security and
shall be in substantially the form attached hereto as Exhibit A, and shall bear
the legends as are inscribed thereon.
Section 204. Issuance and Pricing.
The Securities shall be issued and sold by the Company to the Purchasers,
parties to the Purchase Agreement dated December 3, 2001 with the Company, at a
price equal to 100.893% of the principal amount.
Section 205. Stated Maturity.
The Stated Maturity of the Securities on which the principal thereof is
due and payable shall be July 15, 2009.
Section 206. Interest.
The principal of the Securities shall bear interest from December 3, 2001
or from the most recent Interest Payment Date to which interest has been paid or
provided for, payable semiannually on January 15 and July 15 of each year (each,
an "Interest Payment Date"), commencing July 15, 2002, to the Persons in whose
names the Securities (or one or more Predecessor Securities) are registered at
the close of business on the January 1 or July 1 next preceding such Interest
Payment Date. Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months.
Interest on the Securities will accrue at the rate of 7-3/4% per annum
until the principal thereof is paid or made available for payment.
Section 207. Registration and Transfer.
The principal of and interest on the Securities shall be payable and the
Securities may be surrendered or presented for payment, the Securities may be
surrendered for registration of transfer or exchange, and notices and demands to
or upon the Company in respect of the Securities and the Indenture may be
served, at the office or agency of the Company maintained for such purposes in
The City of New York, State of New York from time to time, and the Company
hereby appoints the Trustee, acting through its office or agency in The City of
New York designated from time to time for such purpose, as its agent for the
foregoing purposes; provided, however, that at the option of the Company,
payment of interest on the Securities may be made by check mailed to the address
of the Persons entitled thereto, as such addresses shall appear in the Security
Register; and provided, further, that (subject to Section 1002 of the Indenture)
the Company may at any time remove the Trustee as its office or agency in The
City of New York designated for the foregoing purposes and may from time to time
designate one or more other offices or agencies for the foregoing purposes and
may from time to time rescind such designations. Notwithstanding the foregoing,
a Holder of $10 million or more in aggregate principal amount of certificated
Securities on a Regular Record Date shall be entitled to receive interest
payments on the next succeeding Interest Payment Date, other than an Interest
Payment
4
Date that is also the date of Maturity, by wire transfer of immediately
available funds if appropriate wire transfer instructions have been received in
writing by the Trustee not less than 15 calendar days prior to the applicable
Interest Payment Date. Any wire transfer instructions received by the Trustee
will remain in effect until revoked by the Holder.
Section 208. Redemption of the Securities.
The Securities will be redeemable at the option of the Company, in whole
or in part at any time or from time to time, on at least 30 but not more than 60
days prior notice, at a Redemption Price equal to the greater of (i) 100% of the
principal amount of the Securities to be redeemed or (ii) the sum, as determined
by the Independent Investment Banker, of the present values of the Remaining
Scheduled Payments of the Securities to be redeemed, discounted, on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 30 basis points. In the case of each of clause (i) and
(ii), accrued interest will be payable to the Redemption Date.
Section 209. Denominations.
The Securities shall be issued in denominations of $1,000 and integral
multiples in excess thereof.
Section 210. Currency.
The interest and principal on the Securities shall be payable only in
Dollars.
Section 211. Applicability of Certain Indenture Provisions.
Sections 402 (including, without limitation, Sections 402(2) and 402(3)),
403, 1005, 1006 and 1007 of the Indenture shall apply to the Securities.
Section 212. Security Registrar and Paying Agent.
The Trustee shall be Security Registrar and the initial Paying Agent and
initial transfer agent for the Securities (subject to the Company's right
(subject to Section 1002 of the Indenture) to remove the Trustee as such Paying
Agent and/or transfer agent with respect to the Securities and, from time to
time, to designate one or more co-registrars and one or more other Paying Agents
and transfer agents and to rescind from time to time any such designations), and
The City of New York is designated as a Place of Payment for the Securities.
Section 213. Global Security.
The Securities are being offered and sold pursuant to the Company's
Registration Statement on Form S-3 (File No. 333-66034), which is an effective
registration statement under the Securities Act. The Securities shall be issued
in the form of a single, permanent Global Security in definitive fully
registered form without interest coupons, substantially in the form of Exhibit A
(the "33 Act Registered Security"). The 33 Act Registered Security shall be
deposited on behalf of the Purchasers of the Securities represented thereby with
the custodian for DTC, the initial Depositary, and registered in the name of
Cede & Co., as nominee of the Depositary, duly
5
executed by the Company and authenticated by the Trustee as provided in the
Original Indenture. The aggregate principal amount of the 33 Act Registered
Security may from time to time be increased or decreased by adjustments made on
the records of the custodian for the Depositary or the Depositary or its
nominee, as the case may be. The depositary arrangements shall initially be
those employed by DTC and shall thereafter be those employed by whoever shall be
the Depositary with respect to the Securities from time to time.
The provisions of the "Operating Procedures of the Euroclear System" and
the "Terms and Conditions Governing Use of Euroclear" and the "Management
Regulations" and "Instructions to Participants" of Clearstream, respectively,
shall be applicable to the 33 Act Registered Security insofar as interests in
the 33 Act Registered Security are held by the agent members of Euroclear or
Clearstream. Account holders or participants in Euroclear and Clearstream shall
have no rights under the Indenture with respect to the 33 Act Registered
Security, and the Depositary or its nominee may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of the 33 Act
Registered Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between DTC and
its agent members, the operation of customary practices governing the exercise
of the rights of a holder of any Security.
Section 214. Sinking Fund.
The Securities shall not be subject to any sinking fund or similar
provision and shall not be redeemable at the option of the holder thereof.
Section 215. Conversion.
The Securities shall not be convertible into Common Stock and shall not be
exchangeable for any other securities.
ARTICLE THREE
MISCELLANEOUS PROVISIONS
The Trustee makes no undertaking or representations in respect of, and
shall not be responsible in any manner whatsoever for and in respect of, the
validity or sufficiency of this Eighth Supplemental Indenture or the proper
authorization or the due execution hereof by the Company or for or in respect of
the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.
Except as expressly amended hereby, the Original Indenture shall continue
in full force and effect in accordance with the provisions thereof and the
Original Indenture is in all respects hereby ratified and confirmed. This Eighth
Supplemental Indenture and all its provisions shall be deemed a part of the
Original Indenture in the manner and to the extent herein and therein provided.
6
This Eighth Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to conflicts
of laws principles thereof.
This Eighth Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
7
IN WITNESS WHEREOF, the parties hereto have caused this Eighth
Supplemental Indenture to be duly executed as of the day and year first above
written.
LIBERTY MEDIA CORPORATION
By:_________________________________
Name:
Title:
THE BANK OF NEW YORK, as Trustee
By:_________________________________
Name:
Title:
Exhibit A
GLOBAL SECURITY
THIS SECURITY IS A GLOBAL SECURITY UNDER THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
UNLESS THIS SECURITY 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 SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS 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.
Exhibit X-0
Xx. X-0 $237,800,000
CUSIP No. 000000XX0
LIBERTY MEDIA CORPORATION
7-3/4% Senior Notes due 2009
Global Security
Liberty Media Corporation, a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Two Hundred Thirty Seven Million Eight
Hundred Thousand Dollars ($237,800,000) on July 15, 2009, and to pay interest
thereon from December 3, 2001 or from the most recent date to which interest has
been paid or provided for, semiannually on January 15 and July 15 in each year
(each, an "Interest Payment Date"), commencing July 15, 2002, at the rate of
7-3/4% per annum, until the principal hereof is paid or made available for
payment. Interest on this Note shall be calculated on the basis of a 360-day
year consisting of twelve 30-day months. The interest so payable and paid or
provided for on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Note (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 1 or July 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest which is payable, but is not paid or provided for, on any
Interest Payment Date shall forthwith cease to be payable to the registered
Holder hereof on the relevant Regular Record Date by virtue of having been such
Holder, and may be paid to the Person in whose name this Note (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
Company, notice whereof shall be given to the Holders of Notes not less than 10
days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in such Indenture.
Payment of the principal of and the interest on this Note will be made at
the office or agency of the Company maintained for that purpose in The Borough
of Manhattan, The City of New York, 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,
interest may be paid by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register; provided,
further, that payment to DTC or any successor Depository may be made by wire
transfer to the account designated by DTC or such successor Depository in
writing.
This Security is a Global Security issued on the date hereof which
represents $237,800,000 of the principal amount of the Company's 7-3/4% Senior
Notes due 2009. This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes") issued and to be issued in one or more
series under an Indenture dated as of July 7, 1999 (herein called, together with
the Eighth Supplemental Indenture referred to below and all other
Exhibit A-2
indentures supplemental thereto, the "Indenture"), between the Company and The
Bank of New York, 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 statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes, and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof, initially limited (subject to
exceptions provided in the Indenture) to the aggregate principal amount
specified in the Eighth Supplemental Indenture between the Company and the
Trustee, dated as of December 3, 2001, establishing the terms of the Notes
pursuant to the Indenture (the "Eighth Supplemental Indenture").
The Notes are redeemable at the option of the Company, in whole or in part
at any time or from time to time, on at least 30 but not more than 60 days prior
notice, at a Redemption Price equal to the greater of (i) 100% of the principal
amount of the Notes to be redeemed or (ii) the sum, as determined by the
Independent Investment Banker, of the present values of the Remaining Scheduled
Payments of the Notes to be redeemed, discounted, on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 30 basis points. In the case of each of clause (i) and (ii), accrued
interest will be payable to the Redemption Date.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable 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 issued
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of any series at the
time Outstanding, on behalf of the Holders of all 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. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Notes
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Note or such Notes.
No reference herein to the Indenture and no provision of this Note 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 Note,
at the times, place and rate, and in the coin or currency, herein and in the
Indenture prescribed.
As provided in the Indenture and subject to certain limitations set forth
therein and in this Note, the transfer of this Note may be registered on the
Security Register upon surrender of this Note for registration of transfer at
the office or agency of the Company maintained for the purpose in any place
where the principal of and interest on this Note are payable, duly endorsed
Exhibit A-3
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 by
his attorney duly authorized in writing, and thereupon one or more new Notes of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only in registered form without coupons in the
denominations specified in the Eighth Supplemental Indenture establishing the
terms of the Notes, all as more fully provided in the Indenture. As provided in
the Indenture, and subject to certain limitations set forth in the Indenture and
in this Note, the Notes are exchangeable for a like aggregate principal amount
of Notes of this series in different authorized denominations, as requested by
the Holders surrendering the same.
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, other than in
certain cases provided in the Indenture.
Prior to due presentment of this Note 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 Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture contains provisions whereby (i) the Company may be
discharged from its obligations with respect to the Notes (subject to certain
exceptions) or (ii) the Company may be released from its obligation under
specified covenants and agreements in the Indenture, in each case if the Company
irrevocably deposits with the Trustee money or U.S. Government Obligations
sufficient to pay and discharge the entire indebtedness on all Notes of this
series, and satisfies certain other conditions, all as more fully provided in
the Indenture.
This Note shall be governed by and construed in accordance with the laws
of the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee under the Indenture by the manual signature of one of its
authorized signatories, this Note shall not be entitled to any benefits under
the Indenture or be valid or obligatory for any purpose.
Exhibit A-4
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
LIBERTY MEDIA CORPORATION
Attest: By:
-------------------------- ----------------------------
Name: Name:
Title: Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Dated: THE BANK OF NEW YORK,
as Trustee
By:
----------------------------
Authorized Signatory
Exhibit A-5
CERTIFICATE OF TRANSFER
To transfer or assign this Note, fill in the form below:
I or we transfer and assign this Note to
--------------------------------------------------------------------------------
(Insert assignee's tax I.D. number)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Print or Type assignee's name, address and zip code)
and irrevocably appoint [________________] agent to transfer this Note on the
books of the Company. The agent may substitute another to act for him.
Date: Your signature:
--------------------------- -------------------------
Exhibit A-6
