Exhibit 4.6
THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), OR A NOMINEE OF DTC, WHICH MAY BE
TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS
OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC TO THE COMPANY 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.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS
GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF
DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
REGISTERED NO. 1 PRINCIPAL AMOUNT: $500,000,000
CUSIP NO. 377372 AA 5
ISIN NO. US377372AA59
GLAXOSMITHKLINE CAPITAL INC.
4.375% NOTES DUE APRIL 15, 2014
FULLY AND UNCONDITIONALLY GUARANTEED BY
GLAXOSMITHKLINE PLC
GlaxoSmithKline Capital Inc., a corporation organized under the laws of
the State of Delaware (hereinafter called the "Company," which term shall
include any successor entity under the Indenture), for value received, hereby
promises to pay to Cede & Co., as nominee for DTC, or registered assigns, upon
presentation, the principal sum of Five Hundred Million Dollars ($500,000,000)
on April 15, 2014, and to pay interest thereon from April 6, 2004, 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 in each year
(or if such date is not a Business Day, the next succeeding Business Day),
commencing October 15, 2004, at the rate of 4.375% per annum, until the entire
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 the Indenture, be paid to the Person
in whose name this Security is registered at the close of business on the Record
Date for such interest, which shall be April 1 or October 1 (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 shall forthwith
cease to be payable to the Holder on such Record Date, and may either be paid to
the Person in whose name this Security is registered at the close of business on
a special record date for the payment of defaulted interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not more than 15 days and 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 Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.
Payment of the Principal of and interest on and any Additional Amounts in
respect of this global Security will be paid to DTC for the purpose of
permitting DTC to credit the principal and interest received by it in respect of
this global Security to the accounts of the beneficial owners thereof; provided,
however, that if this Security is not a global Security, payment of the
Principal of, interest on and Additional Amounts, if any, in respect of this
Security will be made at the office or agency of the Trustee in The City of New
York, or elsewhere as provided in the Indenture, 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; and provided, further, that at the option of the
Company payment of interest may be made by (a) check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register or (b) transfer to an account of the Person entitled thereto located
inside the United States.
Additional provisions of this Security are set forth following the
signature page hereof, which provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed this 6th day of April, 2004.
GLAXOSMITHKLINE CAPITAL INC.
By: /s/ J.D. Coombe
-------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one or all of the Securities of the series designated "4.375% Notes due
April 15, 2014" pursuant to the within-mentioned Indenture.
CITIBANK, N.A.,
as Trustee
By:
/s/ Louis Piscitelli
-------------------------
Authorized Signatory
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GUARANTEE
OF
GLAXOSMITHKLINE PLC
For value received, GlaxoSmithKline plc, a public limited company
incorporated under the laws of England and Wales, having its principal executive
offices at 980 Great West Road, Brentford, Middlesex TW8 9GS, England (the
"Guarantor," which term includes any Person as a successor Guarantor under the
Indenture referred to in the Security upon which this Guarantee is endorsed),
hereby fully and unconditionally guarantees to the Holder of the Security upon
which this Guarantee is endorsed and to the Trustee on behalf of each such
Holder the due and punctual payment of the Principal of, interest on and any
Additional Amounts payable in respect of such Security and the due and punctual
payment of the sinking fund or analogous payments referred to therein, if any,
when and as the same shall become due and payable, whether on the stated
maturity date, by declaration of acceleration, call for redemption or otherwise,
according to the terms thereof and of the Indenture referred to therein. In case
of the failure of GlaxoSmithKline Capital Inc., a corporation organized under
the laws of the State of Delaware (the "Company," which term includes any
successor Person under such Indenture), to punctually make any such payment of
Principal, interest or Additional Amounts or any such sinking fund or analogous
payment, the Guarantor hereby agrees to cause any such payment to be made
punctually when and as the same shall become due and payable, whether on the
stated maturity date or by declaration of acceleration, call for redemption or
otherwise, and as if such payment were made by the Company.
The indebtedness evidenced by this Guarantee is ranked equally and pari
passu with all other unsecured and unsubordinated indebtedness of the Guarantor.
The Guarantor hereby agrees that its obligations hereunder shall be
absolute and unconditional, irrespective of, and shall be unaffected by, any
invalidity, irregularity or unenforceability of such Security or such Indenture,
any failure to enforce the provisions of such Security or such Indenture, or any
waiver, modification or indulgence granted to the Company with respect thereto,
by the Holder of such Security or the Trustee or any other circumstance that may
otherwise constitute a legal or equitable discharge of a guarantor; provided,
however, that, notwithstanding the foregoing, no such waiver, modification or
indulgence shall, without the consent of the Guarantor, increase the Principal
of such Security, or increase the interest rate thereon, or alter the stated
maturity date thereof, or increase the Principal of any Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of the
maturity thereof pursuant to Article Seven of such Indenture. The Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with a
court in the event of merger or bankruptcy of the Company, any right to require
a proceeding first against the Company, protest or notice with respect to such
Security or the indebtedness evidenced thereby or with respect to any sinking
fund or analogous payment required under such Security and all demands
whatsoever, and covenants that this Guarantee will not be discharged except by
payment in full of the Principal of, interest on and Additional Amounts payable
in respect of such Security. This Guarantee is a guarantee of payment and not of
collection.
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The Guarantor shall be subrogated to all rights of the Holder of such
Security and the Trustee against the Company in respect of any amounts paid to
such Holder by the Guarantor pursuant to the provisions of this Guarantee;
provided, however, that the Guarantor shall not be entitled to enforce, or to
receive any payments arising out of or based upon such right of subrogation
until the Principal of, interest on and Additional Amounts payable in respect of
all Securities of the same series issued under such Indenture shall have been
paid in full.
No reference herein to such Indenture and no provision of such Indenture
shall alter or impair the guarantees of the Guarantor, which are absolute and
unconditional, of the due and punctual payment of the Principal of, interest on
and Additional Amounts payable in respect of, and any sinking fund or analogous
payments with respect to, the Security upon which this Guarantee is endorsed.
This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication of such Security shall have been manually executed
by or on behalf of the Trustee under such Indenture.
All terms used in this Guarantee that are defined in such Indenture shall
have the meanings assigned to them in such Indenture.
THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed this 6th day of April, 2004.
GLAXOSMITHKLINE PLC,
as the Guarantor
By: /s/ Simon Bicknell
-------------------------
Name:
Title:
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4.375% NOTES DUE APRIL 15, 2014
This Security is one or all 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 April 6, 2004 (herein called the
"Indenture"), among the Company, GlaxoSmithKline plc, as Guarantor (the
"Guarantor") and Citibank, N.A., 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, limitation of rights, duties and immunities thereunder of
the Company, the Guarantor, 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 or all of the series designated as the "4.375%
Notes due April 15, 2014."
As provided in and subject to the provisions of the Indenture, the
Securities in this series are redeemable in whole but not in part, at the
discretion of the Company, if: (a) the Company determines that as a result of
any change in or amendment to the laws or any regulations or rulings promulgated
thereunder of the United Kingdom (or of any political subdivision or taxing
authority thereof) or the United States (or of any political subdivision or
taxing authority thereof), or any change in the application or official
interpretation of such laws, regulations or rulings, or any change in the
application or official interpretation of, or any execution of or amendment to,
any treaty or treaties affecting taxation to which any such jurisdiction is a
party, the Company would be required to pay Additional Amounts with respect to
such series of Securities on the next succeeding interest payment date and the
payment of such Additional Amounts cannot be avoided by the use of reasonable
measures available to the Company or the Guarantor, or withholding tax has been
or would be required to be withheld with respect to interest income received or
receivable by the Company directly from the Guarantor (or any affiliate) and
such withholding tax obligation cannot be avoided by the use of reasonable
measures available to the Company or the Guarantor (or any affiliate) or (b) the
Company determines, based upon an opinion of independent counsel of recognized
standing that, as a result of any action taken by any legislative body of,
taxing authority of, or any action brought in a court of competent jurisdiction
in, the United Kingdom (or any political subdivision or taxing authority
thereof) or the United States (or any political subdivision or taxing authority
thereof) there is a substantial probability that the circumstances described in
subsection (a) above would exist; provided, however, that no such notice of
redemption may be given earlier than 90 days prior to the earliest date on which
the Company would be obligated to pay such Additional Amounts. The Company or
the Guarantor will also pay to each Holder, or make available for payment to
each such Holder, on the redemption date any Additional Amounts resulting from
the payment of such redemption price.
In the event of a redemption as described in the preceding paragraph,
notice of such redemption to the Holders of Securities of any series to be
redeemed in whole but not in part at the option of the Company shall be given by
mailing notice of such redemption by first class mail, postage prepaid, at least
30 days and not more than 60 days prior to the date fixed for redemption to such
Holders of Securities of such series at their last addresses as they shall
appear upon the Security Register of the Company.
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The Company, at its option at any time and from time to time, may redeem
the Securities (each such redemption an "Optional Redemption"), in whole or in
part, at a redemption price (the "Optional Redemption Price") equal to the
greater of (i) 100% of the principal amount of such Securities to be so redeemed
and (ii) as certified to the Trustee by the Company, the sum of the present
values of the Remaining Scheduled Payments discounted to the date of such
Optional Redemption (each such date an "Optional Redemption Date") on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 0.10%, together with, in each case, accrued interest
on the principal amount of the Securities to be so redeemed to the Optional
Redemption Date. In connection with an Optional Redemption the following defined
terms shall apply:
(a) "Treasury Rate" means, with respect to any Optional Redemption Date,
the rate per annum equal to the semiannual equivalent yield to
maturity (computed as of the third Business Day immediately
preceding that Optional Redemption Date) 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 that Optional Redemption Date;
(b) "Comparable Treasury Issue" means the U.S. Treasury security
selected by the Independent Investment Banker 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 term of the
Securities. "Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by the Company to act as the
Independent Investment Banker;
(c) "Comparable Treasury Price" means, with respect to any Optional
Redemption Date, (i) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) on the third Business Day preceding that
Optional Redemption Date, as set forth in the daily statistical
release designated H.15 (519) (or any successor release) published
by the Federal Reserve Bank of New York and designated "Composite
3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such
release (or any successor release) is not published or does not
contain such prices on such Business Day, (A) the average of the
Reference Treasury Dealer Quotations for such Optional Redemption
Date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (B) if the Independent Investment
Banker for the Securities obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Reference
Treasury Dealer Quotations;
(d) "Reference Treasury Dealer" means each of Citigroup Global Markets
Inc., J.P. Morgan Securities Inc. or Lehman Brothers Inc. and their
respective successors and one other nationally recognized investment
banking firm that is a Primary Treasury Dealer specified from time
to time by the Company, provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities
dealer in the City of New York (a "Primary Treasury Dealer"), the
Company shall
7
substitute therefor another nationally recognized investment banking
firm that is a Primary Treasury Dealer;
(e) "Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any Optional Redemption Date, the
average, as determined by the Independent Investment Banker, 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 Independent Investment Banker by such Reference Treasury
Dealer at 3:30 p.m., New York City time, on the third Business Day
preceding such Optional Redemption Date; and
(f) "Remaining Scheduled Payments" means, with respect to each Security
to be so redeemed, the remaining scheduled payments of the principal
thereof and interest thereon that would be due after the related
Optional Redemption Date but for such Optional Redemption, provided,
however, that, if such Optional Redemption Date is not an interest
payment date with respect to such Securities, the amount of the next
succeeding scheduled interest payment thereon shall be reduced by
the amount of interest accrued thereon to such Optional Redemption
Date.
Notice of any Optional Redemption shall be mailed at least 30 days but not
more than 60 days before the Optional Redemption Date to each Holder of the
Securities to be so redeemed. Notice of such Optional Redemption shall be
published in a daily newspaper of general circulation in the United States and
the Company shall give notice of any such Optional Redemption to any exchange on
which the Securities are listed. On and after any Optional Redemption Date,
interest will cease to accrue on the Securities or any portion thereof called
for Optional Redemption. On or before any Optional Redemption Date, the Company
shall deposit with a paying agent (or the Trustee) money sufficient to pay the
Optional Redemption Price and accrued interest on the Securities to be redeemed
on such Optional Redemption Date. If less than all the Securities are to be so
redeemed, the Securities to be so redeemed shall be selected by the Trustee by
such method as the Trustee shall deem fair and appropriate. The Optional
Redemption Price shall be calculated by the Independent Investment Banker and
the Company, and the Trustee and any paying agent for the Securities shall be
entitled to rely on such calculation.
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants and the
related defaults and Events of Default applicable to the Company and the
Guarantor, in each case, upon compliance by the Company and the Guarantor with
certain conditions set forth in the Indenture, which provisions apply to this
Security.
If an Event of Default with respect to the 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.
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
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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 principal amount of the Securities of all such affected series at
the time outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee and
offered the Trustee indemnity reasonably satisfactory to the Trustee against any
costs, liabilities or expenses to be incurred in compliance with such request
and, for 60 days after receipt of such notice, request and offer of indemnity,
the Trustee shall have failed to institute any such proceeding, and, during such
60-day period, the Trustee shall not have received from the Holders of a
majority in principal amount of the Securities of this series at the time
outstanding a direction inconsistent with such request. 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.
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 Guarantor and the rights of the Holders of the Securities under
the Indenture at any time by the Company, the Guarantor and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
outstanding Securities. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities at the
time outstanding, on behalf of the Holders of all Securities, to waive
compliance by the Company or the Guarantor, or both, 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.
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 premium, if any) 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 of payment where the principal
amount of 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 for the Securities duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denomination 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 set forth therein,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.
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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 Guarantor, the Trustee and any agent of the Company, the
Guarantor 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 Guarantor, the Trustee, nor any such agent
shall be affected by notice to the contrary.
The obligations of the Company and the Guarantor under the Indenture and
this Security and all documents delivered in the name of the Company or the
Guarantor, as the case may be, in connection herewith and therewith do not and
shall not constitute personal obligations of the directors, officers, employees,
agents or shareholders of the Company or the Guarantor or any of them, and shall
not involve any claim against or personal liability on the part of any of them,
and all persons including the Trustee shall look solely to the assets of the
Company and the Guarantor for the payment of any claim thereunder or for the
performance thereof and shall not seek recourse against such directors,
officers, employees, agents or shareholders of the Company or the Guarantor or
any of them or any of their personal assets for such satisfaction. The
performance of the obligations of the Company and the Guarantor under the
Indenture and this Security and all documents delivered in the name of the
Company or the Guarantor, as the case may be, in connection therewith shall not
be deemed a waiver of any rights or powers of the Company or the Guarantor or
their respective directors or shareholders under the Company's or the
Guarantor's respective Memorandum and Articles of Association.
All terms used in this Security that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused "CUSIP" numbers to be
printed on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the correctness or accuracy of such CUSIP numbers
as printed on the Securities, and reliance may be placed only on the other
identification numbers printed hereon.
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
------------------ . . . . . . . . . . . . .
------------------
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Please Print or Typewrite Name and Address, including
Zip Code, of Assignee)
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
the within Security of GlaxoSmithKline Capital Inc. and hereby does
irrevocably constitute and appoint
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Attorney to transfer said Security on the books of the within-named Company
with full power of substitution in the premises
Dated: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signature. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Security in every particular, without
alteration or enlargement or any change whatever.
Signature Guaranteed: . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NOTICE: Signature(s) must be guaranteed by an "eligible guarantor
institution" that is a member or participant in a "signature guarantee
program" (e.g., the Securities Transfer Agents Medallion Program, the Stock
Exchange Medallion Program and the New York Stock Exchange Medallion Program).
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