1
EXHIBIT # 4(g)
2
================================================================================
SYSCO CORPORATION
AND
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
Trustee
______________________
THIRD SUPPLEMENTAL INDENTURE
Dated as of April 25, 1997
______________________
Supplementing the Indenture
dated as of June 15, 1995
================================================================================
3
THIRD SUPPLEMENTAL INDENTURE, dated as of the 25th day of
April, 1997, between SYSCO CORPORATION, a corporation organized and existing
under the laws of the State of Delaware (the "Company"), and FIRST UNION
NATIONAL BANK OF NORTH CAROLINA, a national banking association, as trustee
(the "Trustee");
WHEREAS, the Company has heretofore executed and delivered to
the Trustee an Indenture dated as of June 15, 1995 (the "Original Indenture")
providing for the issuance by the Company from time to time of its unsecured
debentures, notes or other evidences of indebtedness to be issued in one or
more series (in the Original Indenture and herein called the "Securities"); and
WHEREAS, the Company has heretofore executed and delivered to
the Trustee (i) a First Supplemental Indenture dated as of June 27, 1995
providing for the issuance by the Company of $150,000,000 6 1/2% Senior Notes
due June 15, 2005, and (ii) a Second Supplemental Indenture dated as of May 1,
1996 providing for the issuance by the Company of $200,000,000 7% Senior Notes
due May 1, 2006; and
WHEREAS, the Company, in the exercise of the power and
authority conferred upon and reserved to it under the provisions of the
Original Indenture, including Section 2.3 thereof, and pursuant to appropriate
resolutions of the Board of Directors, has duly determined to make, execute and
deliver to the Trustee this Third Supplemental Indenture to the Original
Indenture as permitted by Sections 2.1, 2.3 and 8.1 of the Original Indenture
in order to establish the form or terms of, and to provide for the creation and
issue of, a series of Securities under the Original Indenture in the aggregate
principal amount of up to $50,000,000; 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 Original Indenture set forth against payment therefor,
the valid, binding and legal obligations of the Company and to make this Third
Supplemental Indenture a valid, binding and legal agreement of the Company,
have been done;
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH
that, in order to establish the terms of a series of Securities, and for and in
consideration of the premises and of the covenants contained in the Original
Indenture and in this Third 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-
4
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
1.1 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.
"Stated Maturity" means April 15, 2027.
1.2 Section References. Each reference to a particular
section set forth in this Third Supplemental Indenture shall, unless the
context otherwise requires, refer to this Third Supplemental Indenture.
ARTICLE II
TITLE AND TERMS OF SECURITIES
2.1 Title of the Securities. This Third Supplemental
Indenture hereby establishes a series of Securities designated as the "7.16%
Debentures due April 15, 2027" of the Company (collectively referred to herein
as the "Debentures"). For purposes of the Original Indenture, the Debentures
shall constitute a single series of Securities.
2.2 Term of the Debentures. The Debentures shall mature on
April 15, 2027. In the event that the Stated Maturity of any Debenture is not
a Business Day, principal and interest payable at maturity shall be paid on the
next succeeding Business Day with the same effect as if such Business Day were
such Stated Maturity and no interest shall accrue or be payable for the period
from and after such Stated Maturity to such next succeeding Business Day.
2.3 Amount and Denominations; Currency of Payment. The
aggregate principal amount in which the Debentures may be issued under this
Third Supplemental Indenture is limited to $50,000,000.
The Debentures shall be issued in the form of one or more
Registered Global Securities in the name of Cede & Co., as registered owner and
nominee for The Depositary Trust Company, New York, New York ("DTC"). DTC
shall initially act as Depositary for the Debentures.
The Debentures shall be denominated in United States dollars
in denominations of $1,000 and integral multiples of $1,000 in excess thereof.
2.4 Interest and Interest Rates. Each Debenture shall bear
interest at the rate of 7.16% per annum from the date of issue or from the most
recent Interest Payment Date (as defined
-2-
5
below) to which interest on such Debenture has been paid or duly provided for,
commencing with the Interest Payment Date next succeeding the date of issue,
until the principal thereof is paid or made available for payment. Interest
shall be payable to the Person in whose name a Debenture is registered at the
close of business on the Regular Record Date (as defined below) next preceding
an Interest Payment Date. Notwithstanding the foregoing, if a Debenture is
originally issued after the Regular Record Date and before the corresponding
Interest Payment Date, the first payment of interest on such Debenture shall be
made on the next succeeding Interest Payment Date to the Person in whose name
such Debenture was registered on the Regular Record Date with respect to such
next succeeding Interest Payment Date. Interest on each Debenture shall be
computed on the basis of a 360-day year comprising twelve 30-day months.
2.5 Interest Payments
The Interest Payment Dates for each Debenture shall be April
15 and October 15 in each year, beginning October 15, 1997 and the Regular
Record Dates shall be the March 31 and September 30 preceding such April 15 and
October 15 Interest Payment Dates. Interest shall also be payable at maturity
of any Debenture.
If an Interest Payment Date with respect to the Debentures
would otherwise fall on a day that is not a Business Day, such Interest Payment
Date shall be postponed to the next succeeding Business Day with respect to the
Debentures and no interest shall accrue or be payable on such next succeeding
Business Day for the period from and after such original Interest Payment Date
to such next succeeding Business Day.
Except as provided in the preceding paragraph, interest
payments shall be in the amount of interest accrued to, but excluding, the
Interest Payment Date.
2.6 Place of Payment, Transfer and Exchange. The Company
authorizes and appoints the Trustee as the sole Paying Agent with respect to
any Debentures represented by Registered Global Securities without prejudice to
the Company's authority to appoint additional Paying Agents from time to time
pursuant to Section 3.4 of the Original Indenture. Payments of principal on
each Debenture and interest thereon payable at maturity shall be made in
immediately available funds, at the request of the Holder, at the office or
agency of the Paying Agent in New York, New York or any other duly appointed
Paying Agent; provided that such Debenture is presented to the Paying Agent in
time for the Paying Agent to make such payments in such funds in accordance
with its normal procedures. In addition, the Company may maintain a drop
agent, in such location or locations as the Company may select, to provide the
Holders with an office at which they may present the Debentures for payment.
The Company hereby acknowledges that any such drop agent will accept Debentures
for presentment, take payment instructions from the Holder and forward such
Debentures and any related payment instructions to the Paying Agent by
overnight courier, for next day delivery. Such Debentures shall be deemed to
be presented to the Paying Agent on the Business Day next succeeding the day
the Debentures are delivered to any such drop agent.
-3-
6
So long as the Debentures are represented by a Registered
Global Security, interest (other than interest payable at maturity) shall be
paid in immediately available funds by wire transfer to the Depositary for such
Debentures, upon the written order of the Depositary. With respect to
Debentures not represented by a Registered Global Security, interest (other
than interest payable at maturity) shall be paid by check mailed to the address
of the Person entitled thereto as it appears in the Security register.
The Company appoints the Trustee as the sole Security
registrar with respect to the Debentures, without prejudice to the Company's
authority to appoint additional Security registrars from time to time pursuant
to Section 2.8 of the Original Indenture. The Debentures may be presented by
the Holders thereof for registration of transfer or exchange at the office or
agency of the Security registrar or any successor or co-registrar in New York,
New York. In addition, the Company may maintain a drop agent, in such location
or locations as the Company may select, to provide the Holders with an office
at which they may present the Debentures for registration of transfer or
exchange. The Company hereby acknowledges that any such drop agent will accept
Debentures for registration of transfer or exchange and forward such Debentures
to the Security registrar by overnight courier, for next day delivery. Such
Debentures shall be deemed to be presented to the Security registrar on the
Business Day next succeeding the day that Debentures are delivered to any such
drop agent.
2.7 No Sinking Fund. The Debentures shall not be subject to
any sinking fund.
2.8 Redemption.
(a) At Option of Company. The Debentures shall not be
redeemable, at the option of the Company, prior to Stated Maturity.
(b) At Option of Holders. The Company shall be obligated
to redeem the Debentures, at the option of the Holders, on April 15, 2007 (the
"Redemption Date") at a redemption price equal to 100% of the principal amount
of the Debentures to be redeemed, plus interest accrued to the Redemption Date
(the "Redemption Price"). To exercise this option, the Holder shall deliver or
cause to be delivered and received at the office or agency of the Security
registrar in Charlotte, North Carolina or New York, New York, respectively, or
any successor or co-registrar during the period beginning March 1, 2007 and
ending at 5:00 p.m. (New York City time) on March 15, 2007 (or if March 15,
2007 is not a Business Day, the next succeeding Business Day), the Debentures
the Holder desires to have redeemed with the attached form entitled "Option to
Elect Redemption on April 15, 2007" duly completed. In addition, the Company
may maintain a drop agent, in such location or locations as the Company may
select, to provide the Holders with an office at which they may present the
Debentures for redemption. The Company hereby acknowledges that any such drop
agent will accept Debentures for redemption and forward such Debentures to the
Security registrar by overnight courier, for next day delivery. Such
Debentures shall be deemed to be presented to the Security registrar on the
Business Day next succeeding the day that those Debentures are delivered to any
such drop agent. Holders of Debentures may redeem all or any portion of the
principal of the Debentures held by such Holder that is an integral multiple
-4-
7
of $1,000. Exercise of the redemption option by a Holder as aforesaid shall be
irrevocable. The Paying Agent shall pay the applicable Redemption Price on the
Redemption Date to each of the Holders that duly exercised their redemption
options in accordance with the procedures set forth above, in immediately
available funds, at the request of the Holder, at the office or agency of the
Paying Agent in Charlotte, North Carolina or New York, New York, respectively,
or any other duly appointed Paying Agent. All questions as to the validity,
form, eligibility (including time of receipt) and acceptance of the Debentures
for redemption shall be determined by the Trustee, whose determination shall be
final and binding.
2.9. Form and Other Terms of the Debentures. Attached hereto
as Exhibit A is a form of a Debenture denominated in United States dollars,
which form is hereby established as a form in which Debentures may be issued.
In addition, any Debenture may be issued in such other form as may be provided
by, or not inconsistent with, the terms of the Original Indenture and this
Third Supplemental Indenture.
ARTICLE III
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 Third 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, as
heretofore amended and supplemented, 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 Third 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.
This Third Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York.
This Third 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.
-5-
8
IN WITNESS WHEREOF, the parties hereto have caused this Third
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.
SYSCO CORPORATION
By:
------------------------------------
Xxxx X. Xxxxxxxxxxxx, Xx.
Senior Vice President and
Chief Financial Officer
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Trustee
By:
------------------------------------
Name:
Title:
-6-
9
Exhibit A to Third Supplemental Indenture
[IF ISSUED AS REGISTERED GLOBAL SECURITIES, THE FOLLOWING LEGEND MUST
BE USED:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE
OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]
REGISTERED
REGISTERED
SYSCO CORPORATION
7.16% Debenture due April 15, 2027
No. _______ CUSIP NO._______
PRINCIPAL AMOUNT AUTHENTICATION DATE: April 25, 1997
$ 50,000,000
ORIGINAL ISSUE DATE: STATED MATURITY: April 15, 2027
April 25, 1997
INTEREST RATE: SUBJECT TO DEFEASANCE PURSUANT
TO SECTION 10.1 OF THE INDENTURE
7.16% per annum
ISSUE PRICE (%):
100%
SYSCO CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which
term includes any successor Person under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to CEDE & Co. or
registered assigns, the principal sum of FIFTY MILLION DOLLARS at the Stated
Maturity specified above and to pay interest thereon, computed on the basis of
a 360-day year comprising twelve 30-day months, from the Original Issue Date
specified above or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually in arrears on April 15 and
October 15 beginning October 15, 1997, in each year and at the Stated Maturity,
commencing with, except as provided in the next succeeding sentence, the
Interest Payment Date next succeeding the Original Issue Date set forth above,
at the Interest Rate per annum set forth above, until the principal hereof is
paid or made available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security is registered
at the close of business on the Regular Record Date for such interest, which
shall be March 31 or September 30 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date; provided, however, that if
the Original Issue Date of this Security is after a Regular Record Date and
before the corresponding Interest Payment Date, the first payment of interest
on this Security shall be made on the next succeeding Interest Payment Date to
the Person in whose name this Security is registered on the Regular Record Date
with respect to such next succeeding 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 shall be paid to the Person in whose name this Security
is registered at the close of business on a
-1-
10
subsequent record date for the payment of such defaulted interest, notice
thereof to be given to Holders of Securities of this series not less than five
Business Days prior to such subsequent record date.
The Company shall be obligated to redeem this Security, or any
portion of the principal hereof that is an integral multiple of $1,000, at the
option of the Holder, on April 15, 2007 (the "Redemption Date") at a redemption
price equal to 100% of the principal amount hereof to be redeemed, plus
interest accrued to the Redemption Date. To exercise this option, the Holder
shall deliver or cause to be delivered and received at the office or agency of
the Trustee, First Union National Bank of North Carolina, 000 Xxxxx Xxxxx
Xxxxxx, Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 and c/o IBJ Xxxxxxxx Bank
& Trust, Stock Transfer Department, SC 1, Xxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, respectively, during the period beginning March 1, 2007 and ending at
5:00 p.m. (New York City time) on March 15, 2007 (or if March 15, 2007 is not a
Business Day, the next succeeding Business Day), this Security with the
attached form entitled "Option to Elect Redemption on April 15, 2007" duly
completed. Any such exercise of this redemption option shall be irrevocable.
All questions as to the validity, form, eligibility (including time of receipt)
and acceptance of this Security for redemption shall be determined by the
Trustee, whose determination shall be final and binding.
Payment of the principal on this Security, and interest
payable at Stated Maturity will be made in immediately available funds, at the
request of the Holder upon presentation and surrender of this Security, at the
office or agency of the Company maintained for that purpose in New York, New
York or such other office or agency of the Company as may be designated by it
for such purpose, 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. Payment of interest (other than interest payable at the Stated
Maturity) will, subject to certain exceptions provided in the Indenture, be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security register.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT 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
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, SYSCO CORPORATION has caused this
instrument to be duly executed under its corporate seal.
SYSCO CORPORATION
[Seal]
By
-------------------------------------
Senior Vice President
Attest
---------------------------------
Assistant Secretary
-2-
11
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein, referred to in
the within-mentioned Indenture.
---------------------------------------------------
First Union National Bank
of North Carolina, as Trustee
By
-------------------------------------------------
As Authenticating Agent
By
-------------------------------------------------
Authorized Signatory
-3-
12
SYSCO CORPORATION
7.16% Debenture due April 15, 2027
-----------------
This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of June 15, 1995, as supplemented
by a Third Supplemental Indenture dated as of April 25, 1997 (as so
supplemented, herein called the "Indenture"), between the Company and First
Union National Bank of North Carolina, 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
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. The acceptance of this Security shall be deemed
to constitute the consent and agreement of the Holder hereof to all of the
terms and conditions of the Indenture. This Security is one of the series
designated on the face hereof.
In any case where any Interest Payment Date or the Stated
Maturity shall not be a Business Day, payment of the amounts due on this
Security on such date may be made on the next succeeding Business Day; and no
interest shall accrue or be payable on such amounts as a result of the making
of such payment after such Interest Payment Date or Stated Maturity, as the
case may be, provided such payment is made in full on such next succeeding
Business Day.
The Securities are not subject to redemption by the Company
prior to the Stated Maturity.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series 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 to be affected 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
principal amount of the Securities then Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of a
majority in aggregate principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security issued
upon the registration of transfer hereof or in exchange for or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
As set forth in, and subject to the provisions of, the
Indenture, no Holder of any Security of this series will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless (i) such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to this series,
(ii) the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of this series shall have made written request, and
offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, (iii) the Trustee shall not have received from the Holders of a
majority in aggregate principal amount of the Outstanding Securities of this
series a direction inconsistent with such request and (iv) the Trustee 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 or any interest on this
Security on or after the respective due dates expressed herein.
No reference to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal and any
interest including additional amounts, as described on the face hereof on this
Security at the times, places and rate, and in the coin or currency, herein
prescribed.
-4-
13
The Securities of this series are issuable only in fully
registered form and are represented either by a global certificate registered
in the name of a depositary or in the name of its nominee or by a certificate
registered in the name of the beneficial owner of such Securities or its
nominee. The Securities are issuable in denominations of $1,000 and integral
multiples of $1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of any authorized denomination, as requested by the Holder
surrendering the same.
As provided in the Indenture and subject to certain
limitations therein or herein set forth, the transfer of this Security is
registrable in the Security register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal and any interest on this Security are payable or at such
other offices or agencies as the Company may designate, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to, the
Company and the Security registrar or any transfer agent, duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount will be issued to the
designated transferee or transferees.
No service charge shall be made for any registration of
transfer or exchange of Securities, but, subject to certain limitations set
forth in the Indenture, the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Subject to the terms of the Indenture, prior to due
presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
The Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
As provided in the Indenture, no recourse may be taken,
directly or indirectly, against any incorporator, subscriber to the stock,
stockholder, officer, director or employee of the Company or the Trustee or of
any predecessor or successor of the Company or the Trustee with respect to the
Company's obligations on the Securities or the obligations of the Company or
the Trustee under the Indenture or any certificate or other writing delivered
in connection herewith or therewith except as otherwise expressly provided in
any such certificate or other writing.
------------------------
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 COM - as tenants in common UNIF GIFT MIN ACT - _____Custodian____
(Cust) (Minor)
under Uniform Gifts
TEN ENT - as tenants by the entireties to Minors Act
JT TEN - as joint tenants with right ------------------
of survivorship and not as (State)
tenants in common
-5-
14
Additional abbreviations may also be used though not in the above
list.
______________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
Please insert Social Security
or taxpayer identification number
of Assignee
__________________________
__________________________ _____________________________________________________
________________________________________________________________________________
Please print or typewrite name and address including
postal zip code of assignee
________________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ______________________, attorney to transfer said Security on the
books of the Company, with full power of substitution in the premises.
Dated: _________________________ ____________________________________
____________________________________
The signature(s) to this assignment
must correspond with the name as
written upon the face of this
Security in every particular,
without alteration, enlargement or
any change whatsoever.
________________________________
Signature Guarantee
Note: Signature(s) must be guaranteed by an eligible guarantor institution
meeting the requirements of the Trustee, which requirements will
include membership or participation in STAMP or such other "signature
guarantee program" as may be determined by the Trustee in addition to,
or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.
-6-
15
------------------------------
OPTION TO ELECT REDEMPTION ON APRIL 15, 2007
The undersigned hereby irrevocably exercises the option to require
the Company to redeem ( ) all ( ) $________________ ($1,000 or an integral
multiple thereof) of the principal amount of this Security on April 15, 2007,
and directs the Company to make payment of the Redemption Price, and to issue
and deliver a new Security or Securities of this series equal in aggregate
principal amount to the unredeemed principal amount hereof, if any, to the
undersigned at the undersigned's address as it appears in the register for the
Securities of this series, unless a different name and/or address has been
specified below.
Dated:
---------------------------------------------------- --------------------------------------------------
Signature
Payment of the Redemption Price and delivery of new Issue new Securities of this series in the
Securities of this series, if any (if other than to the principal amounts (each $1,000 or an integral
registered Holder at the address appearing in the multiple thereof) specified below. (If no
register for Securities of this series), are to be made contrary specification is made, a single new
as follows: Security of this series equal in principal amount
to the unredeemed portion of this Security will
be issued).
----------------------------------------------------------
Name
Address: Number: Principal Amount:
------------ -------------------------
---------------------------------------------------------- ------------ -------------------------
---------------------------------------------------------- ------------ -------------------------
---------------------------------------------------------- ------------ -------------------------
---------------------------------------------------------- ------------ -------------------------
Social Security or other identifying number of owner of
new security ------------ -------------------------
------------ -------------------------
-7-
