EXHIBIT 4.5
CUSTODIAL AGREEMENT
This CUSTODIAL AGREEMENT, dated as of July 12, 1996, (the "Custodial
Agreement") is entered into by and among BOATMEN'S TRUST COMPANY, as custodian
(the "Custodian") and THE ROBINSON-HUMPHREY COMPANY, INC. ("Robinson-Humphrey")
on behalf of those entities set forth on Exhibit 1 hereto (the "Purchasers").
WHEREAS, each of the Purchasers have entered into a Purchase Agreement
with AmVestors Financial Corporation (the "Company") as of even date herewith
(the "Purchase Agreement");
WHEREAS, each of the Purchasers have previously received a copy of this
Custodial Agreement substantially in the form hereof;
WHEREAS, each of the Purchasers has stated its desire in the Purchase
Agreement to have the benefit of this Custodial Agreement, whereby Boatmen's
Trust Company will accept delivery of, and to hold as specified herein the
Debentures (as defined below) purchased by such Purchaser;
WHEREAS, pursuant to the Purchase Agreement, each of the Purchasers,
among other things, (i) purchased that certain principal amount of 3%
Convertible Subordinated Debentures of the Company as set forth on Exhibit 1
hereto, (ii) agreed to the terms and conditions of this Custodial Agreement; and
(iii) irrevocably authorized Robinson-Humphrey, as its attorney-in-fact, to
execute this Custodial Agreement on such Purchaser's behalf; and
WHEREAS, Boatmen's Trust Company also acts as (i) transfer agent
("Transfer Agent") with respect to the Debentures and Company common stock and
(ii) Trustee ("Trustee") under that certain Indenture, dated as of even date
herewith with respect to the Debentures;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained in this Custodial Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. Appointment of Custodian.
Robinson-Humphrey, on behalf of each of the Purchasers, hereby
constitutes and appoints Boatmen's, as the Custodian for the Deposited
Certificates (as defined below).
2. Delivery to Custodian; Custodial Arrangements.
(a) Pursuant to the terms of the Purchase Agreement, each of Purchasers
has instructed the Company to cause the certificates representing the principal
amount of Debentures shown opposite of such Purchaser's name on Exhibit 1
attached hereto (the "Deposited Certificates") to be delivered directly to the
Custodian at the closing ("Closing") of the purchase and sale of the Debentures.
Such Deposited Certificates shall be registered in the name of the Purchaser or
its nominee ("Nominee") as specified as the "Registered Name" on Exhibit 1
hereto.
(b) Upon receipt of such Deposited Certificates, the Custodian shall
issue a nontransferable deposit receipt (the "Deposit Receipt") substantially in
the form attached hereto as Exhibit 4, to each Purchaser who has deposited such
certificates representing the Debentures to the address specified as "Address
for Deposit Receipt Delivery" on Exhibit 1 attached hereto;
(c) The Custodian shall hold the such Deposited Certificates and any
related stock powers, if any, in safekeeping. The Custodian is hereby authorized
to accept instructions as specified below with respect to the Deposited
Certificates from the Purchaser, the Nominee or any Responsible Officer of the
Purchaser or the Nominee for such Purchaser's Deposited Certificates.
"Responsible Officer" shall include the Chairman of the Board, the President,
and any Vice President or Trust Officer or person of similar capacity of the
Purchaser or its Nominee, together with any officer or official of Purchaser or
its Nominee designated as a Responsible Officer of Purchaser or its Nominee, as
applicable, by a writing delivered to the Custodian executed by the Chairman of
the Board, the President or any Vice President or Trust Officer of Purchaser or
its Nominee, as applicable.
(d) As soon as practicable following the receipt of notice from the
Company that a registration statement covering the Debentures and the Underlying
Common Stock has been declared effective by the United States Securities and
Exchange Commission, the Custodian shall deliver to each of the Purchasers or
its Nominee all of Deposited Certificates registered in such Purchaser's name to
the address specified as "Address for Final Certificate Delivery" on Exhibit 1
attached hereto, in which case the delivered certificate would bear the
following legend.
FOLLOWING THE REGISTRATION OF THIS SECURITY (AND THE COMMON STOCK INTO
WHICH IT MAY BE CONVERTED) THE OFFER, SALE, PLEDGE OR TRANSFER OF THIS
SECURITY AND THE COMMON STOCK INTO WHICH IT MAY BE CONVERTED IS SUBJECT
TO CERTAIN CONDITIONS AND RESTRICTIONS SET FORTH IN THE PURCHASE
AGREEMENT AND REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE
HOLDER.
(e) At any time prior to the expiration of the forty (40) day period
following the date of Closing, any of the Purchasers may request that the
Custodian deliver such Purchaser's Deposited Certificates to (x) such Purchaser
or its Nominee, (y) the Trustee or (z) the Transfer Agent for further transfer,
by providing (i) a written request in the form of Exhibit 2 executed by a
Responsible Officer and (ii) the Deposit Receipt, in which case the delivered
certificate would bear the following legend. The information set forth in
Exhibit 2 is separate from any information that the Transfer Agent may require
to transfer the Debenture Certificates in the Debenture Register of the Transfer
Agent, or the Trustee may require to effect a Conversion or Redemption. If the
Purchaser or Nominee is a corporation, then a corporate resolution authorizing
the Responsible Officer to sign on behalf of such corporation shall be attached
to Exhibit 2.
THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR WITH THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THIS SECURITY AND THE COMMON STOCK INTO
WHICH IT MAY BE CONVERTED MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT
TO AN EXEMPTION THEREFROM AND IS OTHERWISE SUBJECT TO CERTAIN CONDITIONS AND
RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT AND REGISTRATION RIGHTS
AGREEMENT BETWEEN THE COMPANY AND THE HOLDER.
UNTIL 40 DAYS AFTER THE TERMINATION OF THE OFFERING OF THIS SECURITY (THE
"RESTRICTED PERIOD"), THE OFFER, SALE, PLEDGE OR TRANSFER OF THIS SECURITY AND
THE COMMON STOCK INTO WHICH IT MAY BE CONVERTED IS SUBJECT TO CERTAIN CONDITIONS
AND RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT AND REGISTRATION RIGHTS
AGREEMENT BETWEEN THE COMPANY AND THE HOLDER, AND MAY NOT BE SOLD TO A "U.S.
PERSON" OR INTO THE UNITED STATES.
FOLLOWING THE REGISTRATION OF THIS SECURITY (AND THE COMMON STOCK INTO WHICH IT
MAY BE CONVERTED) THE OFFER, SALE, PLEDGE OR TRANSFER OF THIS SECURITY AND THE
COMMON STOCK INTO WHICH IT MAY BE CONVERTED IS SUBJECT TO CERTAIN CONDITIONS AND
RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT AND REGISTRATION RIGHTS
AGREEMENT BETWEEN THE COMPANY AND THE HOLDER.
(f) At any time following the expiration of the forty (40) day period
following the date of Closing and prior to the delivery of the Deposited
Certificates to the Purchasers as provided in Section 2(d) above, any of the
Purchasers may request that the Custodian deliver such Purchaser's Deposited
Certificates to (x) such Purchaser or its Nominee, (y) the Trustee or (z) the
Transfer Agent for further transfer, by providing (i) a written request in the
form of Exhibit 3 executed by a Responsible Officer and (ii) the Deposit
Receipt, in which case the delivered certificate would bear the following
legend. The information set forth in Exhibit 3 is separate from any information
that the Transfer Agent may require to transfer the Debenture certificates in
the Debenture Register of the Transfer Agent, or the Trustee may require to
effect a Conversion or Redemption. If the Purchaser or Nominee is a corporation,
then a corporate resolution authorizing the Responsible Officer to sign on
behalf of such corporation shall be attached to Exhibit 3.
THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR WITH THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THIS SECURITY AND THE COMMON STOCK INTO
WHICH IT MAY BE CONVERTED MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT
TO AN EXEMPTION THEREFROM AND IS OTHERWISE SUBJECT TO CERTAIN CONDITIONS AND
RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT AND REGISTRATION RIGHTS
AGREEMENT BETWEEN THE COMPANY AND THE HOLDER.
FOLLOWING THE REGISTRATION OF THIS SECURITY (AND THE COMMON STOCK INTO WHICH IT
MAY BE CONVERTED) THE OFFER, SALE, PLEDGE OR TRANSFER OF THIS SECURITY AND THE
COMMON STOCK INTO WHICH IT MAY BE CONVERTED IS SUBJECT TO CERTAIN CONDITIONS AND
RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT AND REGISTRATION RIGHTS
AGREEMENT BETWEEN THE COMPANY AND THE HOLDER.
3. Ownership of Securities.
Each of the Purchasers or its Nominee, as applicable, shall have the
full and unqualified right and power to exercise any rights to vote, or give
consents, or to take any other action in respect of, the Debentures owned by it
that are held by the Custodian, and the Custodian shall have no duty to exercise
any such rights, or give consents or take any such action. Purchaser or its
Nominee shall have the sole right to receive and retain any dividends or
distributions with respect to the Debentures and the Underlying Common Stock.
The Custodian shall have no duty to notify Purchaser or its Nominee regarding
the foregoing.
4. Performance of Duties; Indemnification.
(a) The Custodian undertakes to perform only such duties as are
expressly set forth herein. Each Purchaser agrees that the Custodian shall not
be responsible for obtaining any securities that are not delivered to it; that
the Custodian shall not be in any manner liable or responsible for the
sufficiency, correctness, genuineness, or validity of any instruments deposited
with it, or the form of execution thereof or the identity, authority or rights
of any person executing or depositing them; that the Custodian is under no
obligation to ascertain the terms and conditions of any such instruments or to
comply in any respect with the terms thereof other than expressly provided
herein; and that the Custodian shall not be liable for any loss which may occur
by reason of forgeries, false representations, or the exercise of discretion by
the Custodian in any particular manner, or for any other reason, except in
connection with the Custodian's gross negligence or willful misconduct.
(b) In the absence of gross negligence or willful misconduct on the part
of the Custodian, the Custodian may act upon any instrument or other writings
believed by the Custodian to be genuine and to be signed or presented or caused
to be signed by the proper person. Each Purchaser hereby agrees to hold the
Custodian free and harmless from and against any and all losses, costs,
expenses, damages, judgments or liabilities of any kind or nature (including
counsel fees and the costs of investigating or defending any action instituted
against them) which the Custodian may incur or sustain as a result of any action
taken by the Custodian in good faith hereunder, except in connection with the
Custodian's gross negligence or willful misconduct.
(c) The Custodian shall receive a fee, payable by the Company, in the
amount of $1,000 for the first year following the date of this Custodial
Agreement and one-twelfth (1/12th) of such amount for each month thereafter, as
full compensation for the services to be provided by it hereunder.
(d) The Custodian shall not be required to take any action hereunder
which, in the opinion of its counsel, would be contrary to law or would involve
it in personal liability.
5. Resignation of Custodian.
The Custodian may resign as Custodian at any time at which time the
Custodian shall deliver all of the Deposited Certificates in the manner
specified in Section 2(d) whether or not the Registration Statement is in
effect.
6. Hold Harmless of Robinson-Humphrey.
Each of Purchasers has agreed in the Purchase Agreement and the
Custodian agrees hereby that (i) Robinson-Humphrey's sole action or
responsibility in connection with this Custodial Agreement is to execute this
Custodial Agreement on behalf of the Purchasers and to transcribe and assimilate
certain information set forth in Exhibit 1 hereto and that Robinson- Humphrey
has no further or additional obligations with respect to the matters
contemplated herein and (ii) each such Purchaser and the Custodian shall hold
harmless Robinson-Humphrey for any losses, liabilities or costs in connection
with any matter contemplated herein and that Robinson-Humphrey shall not be in
any manner liable or responsible for any matter contemplated herein, provided
that nothing contained herein shall obligate the Custodian to indemnify or
reimburse Robinson-Humphrey for any losses or liabilities that Robinson-
Humphrey may incur as a result of Robinson-Humphrey's actions hereunder.
7. Amendments.
No amendment, interpretation or waiver of any of the provisions of this
Custodial Agreement shall be effective unless made in writing and signed by the
parties to this Custodial Agreement.
8. Headings.
The headings of the sections, subsections and subparagraphs of this
Custodial Agreement are used for convenience only and shall not affect the
meaning or interpretation of the contents of this Custodial Agreement.
9. Enforcement.
The failure to enforce or to require the performance at any time of any
of the provisions of this Custodial Agreement shall in no way be construed to be
a waiver of such provisions, and shall not affect either the validity of this
Custodial Agreement or any part hereof or the right of any party thereafter to
enforce each and every provision in accordance with the terms of this Custodial
Agreement.
10. Governing Law.
This Custodial Agreement and the relationships of the parties in
connection with the subject matter of this Custodial Agreement shall be governed
by and determined in accordance with the laws of the State of Missouri in the
United States of America.
11. Miscellaneous.
All notices and communications required or permitted hereunder shall be
in writing and shall be deemed to be duly given, if delivered in person or
mailed first class or certified registered mail, postage prepaid, addressed as
follows:
If to The Company:
AmVestors Financial Corporation
415 S.W. Eighth Avenue
P.O. Box 2039
Topeka, Kansas 66601
Telecopier No: (913) 232-5827
Attention: Mark V. Heitz
with a copy to:
Bryan Cave LLP
One Metropolitan Square
211 N. Broadway, Suite 3600
St. Louis, Missouri 63102
Telecopier No: (314) 259-2020
Attention: J. Mark Klamer
If to the Custodian:
Boatmen's Trust Company
510 Locust Street
St. Louis, Missouri 63101
Telecopier No: (314) 466-2469
Attention: Corporate Trust Department
If to the Purchasers:
To each of them at the respective addresses specified
under "Notices Address" on Exhibit 1 hereto,
or at such other address as any of the above may have furnished to the other
parties in writing.
IN WITNESS WHEREOF, the Custodian and Robinson-Humphrey, on behalf of
the Purchasers, have executed this Agreement effective as of the date first
above written.
BOATMEN'S TRUST COMPANY,
as Custodian
By:
-----------------------------------------
Name: Jerry Rector
Title: Vice President
THE ROBINSON-HUMPHREY COMPANY, INC.,
on behalf of the Purchasers set
forth on Exhibit 1 hereto
By:
-----------------------------------------
Name:
Title:
EXHIBIT 1
TO CUSTODIAL AGREEMENT
Principal Amount of Certificate Address for Deposit Address for Final Notice
Name of Purchaser Debentures Placed in Custody Number Registered Name Receipt Delivery Certificate Delivery Address
- ----------------- ---------------------------- ----------- --------------- ------------------- -------------------- ----------
EXHIBIT 2
Delivery Request Letter During 40-day Restricted Period
Boatmen's Trust Company
510 Locust Street
St. Louis, Missouri 63101
Attention: Corporate Trust Department
The undersigned hereby requests that the Deposited Certificate
registered in the name of the Registered Holder listed below held by you as
Custodian be released to the person specified below. The undersigned hereby
acknowledges that it understands that the certificate to be released pursuant to
this request will bear the legend set forth below and in Section 2(e) of the
Custodial Agreement between Boatmen's Trust Company and The Robinson-Humphrey
Company, Inc. on behalf of the Purchasers. Also enclosed is the Deposit Receipt
received from the Custodian with respect to the Deposited Certificate. Purchaser
understands that the information in this letter is separate from any information
that the Transfer Agent may require to transfer the Debenture certificates or
the Trustee may require to effect a Conversion or Redemption. Also, if the
Purchaser or the Registered Holder is a corporation, then also attached is a
corporate resolution granting such person the authority to sign on behalf of
such corporation.
Name of Purchaser:
----------------------------------------
Name of Registered Holder
of Deposited Certificate:
----------------------------------------
Principal Amount of Debentures:
----------------------------------------
Deposit Receipt Number:
----------------------------------------
Please Deliver the Deposited Certificate to:
Check
One Name Address
(i) The Purchaser
- ------------ --------------------------
--------------------------
--------------------------
(ii) Registered Holder
- ------------ --------------------------
--------------------------
--------------------------
(iii) Boatmen's Trust Company, Boatmen's Trust Company
- ------------ as Trustee 510 Locust Street
St. Louis, Missouri 63101
Attention:
(iv) Boatmen's Trust Company, Boatmen's Trust Company
- ------------ as Transfer Agent 510 Locust Street
St. Louis, Missouri 63101
Attention:
THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR WITH THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THIS SECURITY AND THE COMMON STOCK INTO
WHICH IT MAY BE CONVERTED MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT
TO AN EXEMPTION THEREFROM AND IS OTHERWISE SUBJECT TO CERTAIN CONDITIONS AND
RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT AND REGISTRATION RIGHTS
AGREEMENT BETWEEN THE COMPANY AND THE HOLDER.
FOLLOWING THE REGISTRATION OF THIS SECURITY (AND THE COMMON STOCK INTO WHICH IT
MAY BE CONVERTED) THE OFFER, SALE, PLEDGE OR TRANSFER OF THIS SECURITY AND THE
COMMON STOCK INTO WHICH IT MAY BE CONVERTED IS SUBJECT TO CERTAIN CONDITIONS AND
RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT AND REGISTRATION RIGHTS
AGREEMENT BETWEEN THE COMPANY AND THE HOLDER.
Very truly yours,
Dated: PURCHASER OR REGISTERED HOLDER
-----------------------
Signature of Responsible
Officer:
------------------------------------
Name of Responsible Officer
signing on behalf of Purchaser
or Registered Holder
------------------------
Title of Responsible Officer:
---------------
Signature Guarantee by Major Bank
Name of Institution:
--------------------------
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
EXHIBIT 3
Delivery Request Following 40-Day Period and
Prior to Effective Registration Statement
Boatmen's Trust Company
510 Locust Street
St. Louis, Missouri 63101
Attention: Corporate Trust Department
The undersigned hereby requests that the Deposited Certificate
registered in the name of the Registered Holder listed below held by you as
Custodian be released to the person specified below. The undersigned hereby
acknowledges that it understands that the certificate to be released pursuant to
this request will bear the legend set forth below and in Section 2(f) of the
Custody Agreement between Boatmen's Trust Company and The Robinson-Humphrey
Company, Inc. on behalf of the Purchaser. Also enclosed in the Deposit Receipt
received form the Custodian with respect to the Deposited Certificate. Purchaser
understands that the information in this letter is separate from any information
that the Transfer Agent may require to transfer the Debenture certificates or
the Trustee may require to effect a Conversion or Redemption. Also, if the
Purchaser or the Registered Holder is a corporation, then also attached is a
corporate resolution granting such person the authority to sign on behalf of
such corporation.
Name of Purchaser:
------------------------------------------------------
Name of Registered Holder
of Deposited Certificate:
-----------------------------------------------
Principal Amount of Debentures:
-----------------------------------------
Deposit Receipt Number:
-------------------------------------------------
Please Deliver the Deposited Certificate to:
Check
One Name Address
(i) The Purchaser
- ------------ --------------------------
--------------------------
--------------------------
(ii) Registered Holder
- ------------ --------------------------
--------------------------
--------------------------
(iii) Boatmen's Trust Company, Boatmen's Trust Company
- ------------ as Trustee 510 Locust Street
St. Louis, Missouri 63101
Attention:
(iv) Boatmen's Trust Company, Boatmen's Trust Company
- ------------ as Transfer Agent 510 Locust Street
St. Louis, Missouri 63101
Attention:
THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR WITH THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THIS SECURITY AND THE COMMON STOCK INTO
WHICH IT MAY BE CONVERTED MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT
TO AN EXEMPTION THEREFROM AND IS OTHERWISE SUBJECT TO CERTAIN CONDITIONS AND
RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT AND REGISTRATION RIGHTS
AGREEMENT BETWEEN THE COMPANY AND THE HOLDER.
UNTIL 40 DAYS AFTER THE TERMINATION OF THE OFFERING OF THIS SECURITY (THE
"RESTRICTED PERIOD"), THE OFFER, SALE, PLEDGE OR TRANSFER OF THIS SECURITY AND
THE COMMON STOCK INTO WHICH IT MAY BE CONVERTED IS SUBJECT TO CERTAIN CONDITIONS
AND RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT AND REGISTRATION RIGHTS
AGREEMENT BETWEEN THE COMPANY AND THE HOLDER AND MAY NOT BE SOLD TO A U.S.
PERSON OR INTO THE UNITED STATES.
FOLLOWING THE REGISTRATION OF THIS SECURITY (AND THE COMMON STOCK INTO WHICH IT
MAY BE CONVERTED) THE OFFER, SALE, PLEDGE OR TRANSFER OF THIS SECURITY AND THE
COMMON STOCK INTO WHICH IT MAY BE CONVERTED IS SUBJECT TO CERTAIN CONDITIONS AND
RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT AND REGISTRATION RIGHTS
AGREEMENT BETWEEN THE COMPANY AND THE HOLDER.
Very truly yours,
Dated: PURCHASER OR REGISTERED HOLDER
--------------------------
Signature of Responsible
Officer:
------------------------------------
Name of Responsible Officer
signing on behalf of Purchaser
or Registered Holder
------------------------
Title of Responsible Officer:
---------------
Signature Guarantee by Major Bank
Name of Institution:
-------------------------------
By:
------------------------------------------------
Name:
----------------------------------------------
Title:
---------------------------------------------
EXHIBIT 4
FORM OF DEPOSIT RECEIPT
BOATMEN'S TRUST COMPANY
No.__________
DEPOSIT RECEIPT
3% Convertible Subordinated Debentures due 2003
This writing evidences the receipt by Boatmen's Trust Company
("Custodian") of the specific Debentures listed below which have been deposited
with the Custodian to be held in custody and safekeeping by the Custodian as
provided in that certain Custodial Agreement between the Custodian and the
Robinson-Humphrey Company, Inc., on behalf of purchasers of the Debentures,
dated July 12, 1996. This Deposit Receipt is nontransferable. For further
information, please contact the Custodian at: Boatmen's Trust Company, 510
Locust Street, P.O. Box 14737, St. Louis, Missouri 63178-4737 (Telephone: (314)
466-1354).
Principal Amount: $
-----------------------------------------
Debenture Certificate No.
------------------------------------------
Name of Registered Holder:
------------------------------------------
Address of Registered Holder:
------------------------------------------
BOATMEN'S TRUST COMPANY
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------