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EXHIBIT 4.2
CERTIFICATE OF
VICE PRESIDENT
AND
TREASURER
PURSUANT TO SECTIONS 2.01, 3.01 AND 3.03
OF THE INDENTURE
Dated: March 7, 1997
The undersigned, Stephen F. Hull and Victor L. Prechtl do hereby
certify that they are the duly appointed and acting Vice President & Treasurer
and Vice President & Controller, respectively, of FLUOR CORPORATION, a Delaware
corporation (the "Company"). Each of the undersigned also hereby certifies,
pursuant to Sections 2.01, 3.01 and 3.03 of the Indenture, dated as of February
18, 1997 (the "Indenture"), between the Company and Bankers Trust Company, as
Trustee, that:
A. There has been established pursuant to resolutions duly adopted by
the Board of Directors of the Company (a copy of such resolutions being attached
hereto as Exhibit A) and by the Executive Committee of the Board of Directors (a
copy of such resolutions being attached hereto as Exhibit B) a series of
Securities (as that term is defined in the Indenture) to be issued under the
Indenture, with the following terms:
1. The title of the Securities of the series is "6.95% Notes due
March 1, 2007" (the "Notes").
2. The limit upon the aggregate principal amount of the Notes
which may be authenticated and delivered under the Indenture (except
for Notes authenticated and delivered upon registration of, transfer
of, or in exchange for, or in lieu of other Notes pursuant to Sections
3.04, 3.05, 3.06, 9.06 or 11.07 of the Indenture) is $300,000,000.
3. Interest on the Notes shall be payable to the persons in whose
name the Notes are registered at the close of business on the Regular
Record Date (as defined in the Indenture) for such interest payment,
except that interest payable on March 1, 2007 shall be payable to the
persons to whom principal is payable on such date.
4. The date on which the principal of the Notes is payable, unless
accelerated pursuant to the Indenture, shall be March 1, 2007.
5. The rate at which each of the Notes shall bear interest shall
be 6.95% per annum. The date from which interest shall accrue for each
of the Notes shall be March 1, 1997. The interest payment dates on
which interest on the Notes shall be payable are March 1 and September
1, commencing September 1, 1997. The regular record dates for the
interest payable on the Notes on any interest payment date shall be the
February 15 and August 15, as the case may be, immediately preceding
such interest payment date.
6. The place or places where the principal of and interest on the
Notes shall be payable, the Notes may be surrendered for registration
of transfer, the Notes may be surrendered for exchange and notices may
be given to the Company in respect of the Notes is at the office of the
Trustee, Four Albany Street, New York, New York 10006, and at the
agency of the Trustee maintained for that purpose at the office of the
Trustee; provided that payment of interest, other than at Stated
Maturity (as defined in the Indenture), may be made at the option of
the Company by check mailed to the address of
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the person entitled thereto as such address shall appear in the
Security Register (as defined in the Indenture.
7. The Notes may be redeemed, in whole or in part, at the option
of the Company at any time at a redemption price equal to the greater
of (i) 100% of the principal amount of such Notes or (ii) the sum of
the present values of the remaining scheduled payments of principal and
interest thereon discounted to the date of redemption on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at
the Adjusted Treasury Rate (as defined in the Prospectus Supplement and
as further determined in accordance with directions from the Company to
the extent not inconsistent with the terms of the Indenture, the
Prospectus or any other instrument or agreement defining the rights of
the Holders of the Notes), plus accrued interest to the date of
redemption.
8. There is no obligation of the Company to redeem or purchase the
Notes pursuant to any sinking fund or analogous provisions, or to repay
any of the Notes prior to Stated Maturity at the option of a Holder
thereof.
9. The Notes shall be issued as Global Securities (as defined in
the Indenture) under the Indenture. The Depository Trust Company is
hereby designated as the Depositary for the Notes under the Indenture.
10. The entire principal amount of the Noes shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section
5.02 of the Indenture.
11. Interest on the Notes shall be computed on the basis of a
360-day year of twelve 30-day months.
B. The form of the Note is attached hereto as Exhibit C.
C. The Trustee is appointed as Paying Agent (as defined in the
Indenture).
D. The foregoing form and terms of the Notes have been established in
conformity with the provisions of the Indenture.
E. Each of the undersigned has read the provisions of Sections 3.01 and
3.03 of the Indenture and the definitions relating thereto and the resolutions
adopted by the Board of Directors of the Company and the Executive Committee
thereof delivered herewith. In the opinion of each of the undersigned, he or
she has made such examination or investigation as is necessary to enable him or
her to express an informed opinion as to whether or not all conditions precedent
provided in the Indenture relating to the establishment, authentication and
delivery of a series of Securities under the Indenture, designated as the Notes
in this Certificate, have been complied with. In the opinion of each of the
undersigned, all such conditions precedent have been complied with.
F. The undersigned, by execution of this Certificate, thereby certify
the actions taken by the Executive Committee of the Board of Directors of the
Company in determining and setting the specific terms of the Notes, and hereby
further certify that attached hereto as Exhibits A, B and C, respectively, are a
copy of resolutions duly adopted by the Board of Directors of the Company on
December 11, 1996, a copy of resolutions duly adopted by the Executive Committee
of the Board of Directors as of March 4, 1997, pursuant to which the terms of
the Notes set forth above have been established, and the form of certificate
representing the Notes as duly approved by the Executive Committee of the Board
of Directors of the Company.
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IN WITNESS WHEREOF, the undersigned have hereunto executed this
Certificate as of the date first above written.
/s/ Stephen F. Hull
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Stephen F. Hull
Vice President and Treasurer
/s/ Victor L. Prechtl
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Victor L. Prechtl
Vice President and Controller
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EXHIBIT A
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF FLUOR CORPORATION
RESOLVED, That the proposed financing by this Corporation involving the
sale and issuance by this Corporation, in one or more separate domestic or
foreign financing transactions, of unsecured debt securities (the "Offered
Securities"), from time to time as determined by market conditions, in the
aggregate principal amount of not to exceed $400 million, be and it hereby is
authorized, affirmed and approved; and
FURTHER RESOLVED, That the proceeds of such financings may be utilized
for all general corporate purposes including, without limitation, investment in
equity securities, share repurchases, to repay other indebtedness of this
Corporation and for capital expenditures and general working capital
requirements and, pending such application, shall be invested in time deposits
or marketable securities; and
FURTHER RESOLVED, That the Executive Committee, acting by the majority
vote or unanimous written consent of all its members, shall be authorized and
empowered to take the following action on behalf of this Corporation as the
action of this Board of Directors; (i) fix and approve the form of the Offered
Securities and the terms thereof, including without limitation, the interest
rates, maturity dates and redemption provisions, (ii) fix and approve the terms
and provisions of any Trust Indenture(s) pursuant to which the offered
Securities will be issued and select the Indenture Trustee(s) thereunder, (iii)
select paying agents or fiscal and paying agents for the Offered Securities in
such locations as shall be determined by the Executive Committee and fix the
terms of the agreement(s) to be entered into between this Corporation and such
agents, (iv) select the Managing Underwriter(s), if any, for the Offered
Securities offerings and fix the public offering price of the Offered
Securities, the amount of the underwriting discount and the other terms and
provisions of the underwriting agreement(s) in connection therewith, (v) make
application for and cause the listing of the Offered Securities on such stock
exchange(s) as the Executive Committee shall select, (vi) take such action to
enable such financings to comply with applicable domestic or foreign securities
and other laws; and (vii) take such other action and enter into such further
agreements on behalf of this Corporation and its subsidiaries as such Executive
Committee shall deem necessary or desirable to carry out the financing
authorized by these resolutions in a manner consistent with the provisions of
these resolutions; and
FURTHER RESOLVED, That the officers of this Corporation, or any of
them, be and each hereby is authorized, empowered and directed to take such
action on behalf of this Corporation and to execute and deliver such documents,
instruments, agreements or certificates on behalf of this Corporation, in each
case as such officers, or any of them, deems necessary or advisable to carry out
and implement the transactions authorized by these resolutions or by the
Executive Committee acting pursuant to these resolutions.
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EXHIBIT B
RESOLUTIONS
OF
THE EXECUTIVE COMMITTEE
OF
FLUOR CORPORATION
TERMS OF DEBT SECURITIES
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BE IT RESOLVED, that the terms and conditions set forth in, and the
execution and delivery of, the Underwriting Agreement and the Pricing Agreement,
dated March 4, 1997, by and between the Company and the several underwriters
named in Schedule I thereto, are hereby approved.
RESOLVED FURTHER, that the terms and conditions of the Indenture, dated
February 18, 1997 (the "Indenture"), by and between the Company and Bankers
Trust Company, as Trustee (the "Trustee"), and the execution and delivery of the
Indenture by the officers of the corporation, are hereby ratified, confirmed and
approved.
RESOLVED FURTHER, that with respect to the Company's issuance and sale
of $300,000,000 in aggregate principal amount of a series of debt securities due
March 1, 2007 (the "Notes") under the Indenture, the following terms are hereby
approved:
1. The title of the Notes of the series is "6.95% Notes due March 1,
2007".
2. The limit upon the aggregate principal amount of the Notes which may
be authenticated and delivered under the Indenture (except for Notes
authenticated and delivered upon registration of, transfer of, or in exchange
for, or in lieu of other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or
11.07 of the Indenture) is $300,000,000.
3. Interest on the Notes shall be payable to the persons in whose name
the Notes are registered at the close of business on the Regular Record Date (as
defined in the Indenture) for such interest payment, except that interest
payable on March 1, 2007 shall be payable to the persons to whom principal is
payable on such date.
4. The date on which the principal of the Notes is payable, unless
accelerated pursuant to the Indenture, shall be March 1, 2007.
5. The rate at which each of the Notes shall bear interest shall be
6.95% per annum. The date from which interest shall accrue for each of the
Notes shall be March 1, 1997. The interest payment dates on which interest on
the Notes shall be payable are March 1 and September 1, commencing September 1,
1997. The regular record dates for the interest payable on the Notes on any
interest payment date shall be the February 15 and August 15, as the case may
be, immediately preceding such interest payment date.
6. The place or places where the principal of and interest on the Notes
shall be payable, the Notes may be surrendered for registration of transfer, the
Notes may be surrendered for exchange and notices may be given to the Company in
respect of the Notes is at the office of the Trustee, Four Albany Street, New
York, New York 10006, and at the agency of the Trustee maintained for that
purpose at the office of the Trustee; provided that payment of interest, other
than at Stated Maturity (as defined in the Indenture), may be made at the option
of the Company by check mailed to the address of the person entitled thereto as
such address shall appear in the Security Register (as defined in the
Indenture).
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7. The Notes may be redeemed, in whole or in part, at the option of the
Company at any time at a redemption price equal to the greater of (i) 100% of
the principal amount of such Notes or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon discounted to the
date of redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate (as defined in the
Prospectus Supplement), plus accrued interest to the date of redemption.
8. There is no obligation of the Company to redeem or purchase the
Notes pursuant to any sinking fund or analogous provisions, or to repay the
Notes prior to Stated Maturity at the option of a Holder thereof.
9. The Notes shall be issued as Global Securities (as defined in the
Indenture) under the Indenture. The Depository Trust Company is hereby
designated as the Depositary for the Notes under the Indenture.
10. The entire principal amount of the Notes shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 5.02 of
the Indenture.
11. Interest on the Notes shall be computed on the basis of a 360-day
year of twelve 30-day months.
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EXHIBIT C
NO. $
FLUOR CORPORATION
6.95% NOTE DUE MARCH 1, 2007
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS 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.
PRINCIPAL AMOUNT:
MATURITY DATE: March 1, 2007
DATED DATE: March 7, 1997
INTEREST RATE: 6.95%
CUSIP: 343861 AK 6
INTEREST PAYMENT DATES: March 1 and September 1, commencing September 1, 1997
REGULAR RECORD DATES: February 15 and August 15
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Fluor Corporation, a corporation duly organized and existing under the
laws of Delaware (herein called the "Company," which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of $____
Dollars on March 1, 2007 and to pay interest thereon from March 1, 1997 or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on March 1 and September 1 in each year, commencing
September 1, 1997, at the rate of 6.95% per annum, 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 (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 February 15 or August
15 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. 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 Security (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 Securities of this
series 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 Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in New York, 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 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.
Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
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 February 18, 1997 (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and Bankers Trust Company, as Trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture and all indentures
supplemental thereto for a statement of the respective rights, limitations or
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. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$300,000,000.
The Securities of this series are subject to redemption prior to the
Stated Maturity upon not less than 30 days' notice by mail, at any time, as a
whole or in part, at the election of the Company, at a redemption price equal to
the greater of (i) 100% of the principal amount of such Securities or (ii) as
determined by a Quotation Agent (as defined below), the sum of the present
values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus, in each
case, accrued interest thereon to the date of redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, 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, plus 0.05%.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the remaining
term of the Securities to be redeemed that would be
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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 term of such Securities.
"Comparable Treasury Price" means, with respect to any redemption date,
(A) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Trustee after consultation with the Company. "Reference Treasury Dealer" means
(i) Goldman, Sachs & Co. and their successors; provided, however, that if the
foregoing shall cease to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer"), the Company shall substitute therefor
another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer
selected by the Trustee after consultation with the Company.
"Reference Treasury Dealer Quotations" means, 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 5:00 p.m. on the
third Business Day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of the Securities to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Securities or
portions thereof called for redemption.
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or certain restrictive covenants and Events
of Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.
In 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 more than 50% in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages 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 and of any Security 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
Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in aggregate
principal amount of the Securities of this series at the time Outstanding shall
have made written
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request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in aggregate
principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute
any such proceeding, for 90 days after receipt of such notice, request and
offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
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.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder 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.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
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.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: March ___, 1997 FLUOR CORPORATION
By:
---------------------------
Attest:
- ----------------------------
- ----------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By:
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Authorized Officer
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[FORM OF ASSIGNMENT]
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
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- Custodian
---------------- --------------------
(Cust) (Minor)
under Uniform Gifts to Minors Act
-----------------------------------
(State)
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 Other
Identifying 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:
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Notice: The signature to this
assignment must correspond with
the name as written on the face
of the within instrument in
every particular, without
alteration or enlargement, or
any change whatever.
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