<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 9, 1997
REGISTRATION NO. 333-34249
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
SMITH INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<C> <C>
DELAWARE 95-3822631
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
16740 HARDY STREET
P.O. BOX 60068
HOUSTON, TEXAS 77205
(281) 443-3370
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------
NEAL S. SUTTON
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
SMITH INTERNATIONAL, INC.
16740 HARDY STREET
P.O. BOX 60068
HOUSTON, TEXAS 77205
(281) 233-5060
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
Copies to:
<TABLE>
<C> <C>
ERIC A. BLUMROSEN THOMAS P. MASON
GARDERE WYNNE SEWELL & RIGGS, L.L.P. ANDREWS & KURTH L.L.P.
333 CLAY AVENUE, SUITE 800 600 TRAVIS, SUITE 4200
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002
(713) 308-5533 (713) 220-4368
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If the only securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED TO BE REGISTERED PRICE PER UNIT(1) OFFERING PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
% Senior Notes Due 2007 $150,000,000 100% $150,000,000 $45,455
========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table indicates the expenses to be incurred in connection
with the offering described in this Registration Statement. All expenses are
estimated except the Securities and Exchange Commission registration fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 45,455
Rating agency fees.......................................... 180,000
Trustee's fees and expenses................................. 10,000
Blue sky fees (including counsel fees)...................... 3,000
Accounting fees............................................. 40,000
Legal services and expenses................................. 100,000
Printing and engraving fees................................. 75,000
Miscellaneous............................................... 71,545
--------
Total............................................. $525,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation Law (the "DGCL"), the
Company, as a Delaware corporation, has the power, under specified
circumstances, to indemnify its directors, officers, employees and agents in
connection with actions, suits or proceedings brought against them by a third
party or in the right of the corporation, by reason that they were or are such
directors, officers, employees or agents, against expenses and liabilities
incurred in any such action, suit or proceeding so long as they acted in good
faith and in a manner that they reasonably believed to be in, or not opposed to,
the best interests of such corporation, and with respect to any criminal action,
that they had no reasonable cause to believe their conduct was unlawful. With
respect to suits by or in the right of such corporation, however,
indemnification is generally limited to attorneys' fees and other expenses and
is not available if such person is adjudged to be liable to such corporation
unless the court determines that indemnification is appropriate. A Delaware
corporation also has the power to purchase and maintain insurance for such
persons. The Restated Certificate of Incorporation of the Company and the
Restated Bylaws of the Company permit indemnification in accordance with the
DGCL. Reference is made to the Restated Certificate of Incorporation and the
Restated Bylaws of the Company.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provisions may not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 (relating to liability for unauthorized
acquisitions or redemptions of, or dividends on, capital stock) of the DGCL or
(iv) for any transaction from which the director derived an improper personal
benefit. The Company's Restated Certificate of Incorporation contains such a
provision.
The above discussion of the Company's Restated Certificate of Incorporation
and Restated Bylaws and of Sections 102(b)(7) and 145 of the DGCL is not
intended to be exhaustive and is qualified in its entirety by such Restated
Certificate of Incorporation, Restated Bylaws and statutes.
II-1
<PAGE> 3
ITEM 16. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-3:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
1.1** -- Form of proposed Underwriting Agreement.
4.1** -- Form of proposed Indenture, between Smith International,
Inc. and The Bank of New York, as Trustee.
4.2 -- Form of Note.
5.1** -- Opinion of Neal S. Sutton, Esq. as to legality of the
securities registered hereby.
5.2** -- Opinion of Gardere Wynne Sewell & Riggs, L.L.P. as to
legality of the securities registered hereby.
12.1** -- Computation of Ratio of Earnings to Fixed Charges of the
Company.
23.1** -- Consent of Arthur Andersen LLP.
23.2** -- Consent of Neal S. Sutton (set forth in the opinion filed
as Exhibit 5.1).
23.3** -- Consent of Gardere Wynne Sewell & Riggs, L.L.P. (set
forth in the opinion filed as Exhibit 5.2).
24** -- Powers of attorney (set forth on the signature page
hereof).
25.1** -- Statement of Eligibility of Trustee on Form T-1.
</TABLE>
- ---------------
** Previously filed.
ITEM 17. UNDERTAKINGS.
(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(e) INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned Registrant
hereby undertakes to deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.
(h) REQUEST FOR ACCELERATION OF EFFECTIVE DATE. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-2
<PAGE> 4
(i) REGISTRATION STATEMENT PERMITTED BY RULE 430A. The undersigned
Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 8th day of
September, 1997.
SMITH INTERNATIONAL, INC.
By: /s/ DOUGLAS L. ROCK
------------------------------------
Douglas L. Rock,
Chief Executive Officer, President
and
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ DOUGLAS L. ROCK Chief Executive Officer, September 8, 1997
- ----------------------------------------------------- President and Chief
Douglas L. Rock Operating Officer
(Principal Executive
Officer)
* Executive Vice President and September 8, 1997
- ----------------------------------------------------- Director
Loren K. Carroll
/s/ JOHN J. KENNEDY Senior Vice President and September 8, 1997
- ----------------------------------------------------- Chief Financial Officer
John J. Kennedy (Principal Financial and
Accounting Officer)
* Director September 8, 1997
- -----------------------------------------------------
Benjamin F. Bailar
* Director September 8, 1997
- -----------------------------------------------------
G. Clyde Buck
* Director September 8, 1997
- -----------------------------------------------------
James R. Gibbs
* Director September 8, 1997
- -----------------------------------------------------
Jerry W. Neely
* Director September 8, 1997
- -----------------------------------------------------
H. Moak Rollins
*By: /s/ NEAL S. SUTTON
------------------------------------------------
Neal S. Sutton
Attorney-in-Fact
</TABLE>
II-4
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
1.1** -- Form of proposed Underwriting Agreement.
4.1** -- Form of proposed Indenture, between Smith International,
Inc. and The Bank of New York, as Trustee.
4.2 -- Form of Note.
5.1** -- Opinion of Neal S. Sutton, Esq. as to legality of the
securities registered hereby.
5.2** -- Opinion of Gardere Wynne Sewell & Riggs, L.L.P. as to
legality of the securities registered hereby.
12.1** -- Computation of Ratio of Earnings to Fixed Charges of the
Company.
23.1** -- Consent of Arthur Andersen LLP.
23.2** -- Consent of Neal S. Sutton (set forth in the opinion filed
as Exhibit 5.1).
23.3** -- Consent of Gardere Wynne Sewell & Riggs, L.L.P. (set
forth in the opinion filed as Exhibit 5.2).
24** -- Powers of attorney (set forth on the signature page
hereof).
25.1** -- Statement of Eligibility of Trustee on Form T-1.
</TABLE>
- ---------------
** Previously filed.
<PAGE> 1
EXHIBIT 4.2
CUSIP: 832110 AD 2
No. 001
$150,000,000
THIS NOTE 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 NOTE 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.
SMITH INTERNATIONAL, INC.
___% Senior Note due 2007
SMITH INTERNATIONAL, INC., a Delaware corporation (the "Company",
which term includes any successor corporation under the Indenture referred to
on the reverse hereof), for value received, hereby promises to pay to Cede &
Co., or registered assigns, at the office or agency of the Company in New York,
New York, the principal sum of 150,000,000 Dollars on [Pmt Date 2], 2007, in
the coin or currency of the United States, and to pay interest, semi-annually
on [Pmt Date 1] and [Pmt Date 2] of each year, commencing [Pmt Date 1], 1998,
on said principal sum at said office or agency, in like coin or currency, at
the rate per annum specified in the title of this Note, from the [Pmt Date 1]
or the [Pmt Date 2], as the case may be, next preceding the date of this Note
to which interest has been paid or duly provided for, unless the date hereof is
a date to which interest has been paid or duly provided for, in which case from
the date of this Note, or unless no interest has been paid or duly provided for
on this Note, in which case from [Pmt Date 2], 1997, until payment of said
principal sum has been made or duly provided for; PROVIDED, that payment of
interest 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 or by wire transfer as provided in the Indenture referred to
on the reverse hereof and the resolutions of the Special Committee of the Board
of Directors regarding the terms of the Notes. Notwithstanding the foregoing,
if the date hereof is after [Rec Date 1] or [Rec Date 2], as the case may be,
and before the following [Pmt Date 1] or [Pmt Date 2], this Note shall bear
interest from such [Pmt Date 1] or [Pmt Date 2]; PROVIDED, that if the Company
shall default in the payment of interest due on such [Pmt Date 1] or [Pmt Date
2], then this Note shall bear interest from the next preceding [Pmt Date 1] or
[Pmt Date 2], to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for on these Notes, from [Pmt Date 2],
1997. The interest so payable on any [Pmt Date 1] or [Pmt Date 2] will, subject
to certain exceptions provided in the Indenture referred to on the reverse
hereof, be paid to the person in whose name this Note is registered at the
close of business on [Rec Date 1] or [Rec Date 2], as the case may be, next
preceding such [Pmt Date 1] or [Pmt Date 2], whether or not such day is a
Business Day.
Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the
same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been manually signed
by the Trustee under the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, SMITH INTERNATIONAL, INC. has caused this
instrument to be signed manually or by facsimile by its duly authorized officer
and has caused a facsimile of its corporate seal to be affixed hereunto or
imprinted hereon.
Dated:
(SEAL) SMITH INTERNATIONAL, INC.
By:____________________________________
Name:__________________________________
Title:_________________________________
Attest:
___________________________________________
<PAGE> 2
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated pursuant to the
within-mentioned Indenture.
Dated: THE BANK OF NEW YORK, as Trustee
By:__________________________
Authorized Signatory
<PAGE> 3
REVERSE OF NOTE
SMITH INTERNATIONAL, INC.
___% Senior Note due 2007
This Note is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of September 8, 1997 (herein
called the "Indenture"), duly executed and delivered by the Company and The
Bank of New York, as Trustee (herein called the "Trustee"), to which Indenture,
all indentures supplemental thereto and all resolutions of the Board of
Directors, or any committee thereof ("Board Resolutions"), reference is hereby
made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the Holders of
the Securities. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may
be subject to different redemption provisions (if any), may be subject to
different sinking, purchase or analogous funds (if any) and may otherwise vary
as in the Indenture provided. This Note is one of a series designated as the
___% Senior Notes due 2007 of the Company, limited in aggregate principal
amount to $150,000,000.
Interest will be computed on the basis of a 360-day year of twelve
30-day months. The Company shall pay interest on overdue principal and, to the
extent lawful, on overdue installments of interest at the rate per annum borne
by this Note. If a payment date is not a Business Day as defined in the
Indenture at a place of payment, payment may be made at that place on the next
succeeding day that is a Business Day, and no interest shall accrue for the
intervening period.
In case an Event of Default with respect to the _____% Senior Notes
due 2007, as defined in the Indenture, shall have occurred and be continuing,
the principal hereof and the interest accrued hereon, if any, may be declared,
and upon such declaration shall become, due and payable, in the manner, with
the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions which provide that the Company and
the Trustee may enter into one or more supplemental indentures or Board
Resolutions amending the Indenture and the Securities of any series with the
written consent of the Holders of a majority in principal amount of the
Outstanding Securities of all series affected by such supplemental indenture or
Board Resolutions (all such series voting as one class), and the Holders of a
majority in principal amount of the Outstanding Securities of all series
affected thereby (all such series voting as one class) may waive future
compliance by the Company with any provision of the Indenture or the Securities
of such series; PROVIDED that, without the consent of each Holder of the
Securities of each series affected thereby, an amendment or waiver, including a
waiver of past defaults, may not: (i) change the due date of the principal of,
or any installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon redemption thereof, or reduce the amount of the principal of any Security
that would be due and payable upon a declaration of the maturity thereof
pursuant to the Indenture, or change the place of payment where, or the coin or
Currency in which, any Security or any premium or the interest thereon is
denominated or payable (or, in the case of certain Securities which provide for
less than the entire principal amount thereof to be due and payable upon a
<PAGE> 4
declaration of acceleration of the maturity thereof pursuant to the Indenture,
reduce the amount of principal payable upon such a declaration of acceleration
of the maturity thereof), or impair the right to institute suit for the
enforcement of any such payment on or after the due date thereof (or, in the
case of redemption, on or after the Redemption Date), (ii) reduce the
percentage of the principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture or
Board Resolutions, or the consent of whose Holders is required for any waiver
(of compliance with certain provisions of the Indenture or certain defaults
thereunder and their consequences) provided for in the Indenture or (iii)
modify any of the provisions of Section 5.13, Section 9.2 or Section 10.10 of
the Indenture, except to increase any such percentage or to provide that
certain other provisions of the Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby.
It is also provided in the Indenture that, subject to certain
conditions, the Holders of at least a majority in principal amount of the
outstanding Securities of all series affected (voting as a single class) may
waive an existing Default or Event of Default with respect to the Securities of
such series and its consequences, except a Default in the payment of principal
of (or premium, if any) or interest on any Security of such series or in
respect of a covenant or provision of the Indenture which cannot be modified or
amended without the consent of the Holder of each Outstanding Security
affected. Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of the Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Note in the manner, at the place, at the respective times, at
the rate and in the coin or Currency herein prescribed.
The Notes are issuable initially in fully registered form, without
coupons, in denominations of $1,000 and any whole multiple thereof at the
office or agency of the Company in New York, New York, and in the manner and
subject to the limitations provided in the Indenture, but, without the payment
of any service charge, Notes may be exchanged for a like aggregate principal
amount of Notes of other authorized denominations.
This Note will not be redeemable at the option of the Company prior to
maturity.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in New York, New York, a new Note or Notes of
authorized denominations for an equal aggregate principal amount will be issued
to the transferee in exchange therefor, subject to the limitations provided in
the Indenture, without charge except for any tax or other governmental charge
imposed in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee
may deem and treat the registered Holder hereof as the absolute owner of this
Note (whether or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon), for the purpose of receiving
payment of, or on account of, the principal hereof and, subject to the
provisions hereof, interest hereon, and for all other purposes, and neither the
Company nor the Trustee nor any agent of the Company or the Trustee shall be
affected by any notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture, any indenture supplemental thereto or any Board
Resolutions or in any Note, or because of any indebtedness evidenced thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present, or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, under any
rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance hereof and as
part of the consideration for the issue hereof.
This Note shall be governed by and construed in accordance with the
internal laws of the State of New York without regard to conflicts of laws
principles thereof.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
<PAGE> 5
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 TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such Note on the books of the
Company, with full power of substitution in the premises.
Dated:_______________________________________________
Signature:___________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular
without alteration or enlargement or any change whatsoever.
Signature Guarantee: ________________________________
SIGNATURE GUARANTEE
Signatures must be guaranteed by an "eligible guarantor institution" meeting
the requirements of the registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
