SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February
22, 1994
CATERPILLAR FINANCIAL SERVICES CORPORATION
(Exact name of Registrant as specified in charter)
Delaware
(State or other jurisdiction
of incorporation)
0-13295
37-1105865
(Commission File Number) (IRS
Employer I.D. No.)
3322 West End Avenue, Suite 610, Nashville, TN
37203
(address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (615)
386-5800
Page 1 of 18 Sequentially Numbered Pages
Exhibit Index on Sequentially Numbered Page 4<PAGE>
Item 7.Financial Statements, Pro Forma
Financial Information and Exhibits
The following exhibits are filed as exhibits to the
Company's registration statement 33-49971:
(c) Exhibits
Exhibit
Number Description
4.3 Additional Form of Medium-Term
Note,
Series E (Indexed)
5.1 Opinion of Orrick, Herrington &
Sutcliffe.
23 The consent of Orrick, Herrington &
Sutcliffe is contained in its
legal opinion filed as Exhibit 5.1.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto
duly authorized.
CATERPILLAR FINANCIAL SERVICES
CORPORATION
By /s/ Frank
C. Carder
Frank C. Carder
Treasurer
DATE: February 22, 1994<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.3 Additional Form of Medium-Term
Note,
Series E (Indexed)
5.1 Opinion of Orrick, Herrington &
Sutcliffe.
23 The consent of Orrick, Herrington &
Sutcliffe is contained in its
legal opinion filed as Exhibit 5.1.
<PAGE>
<PAGE>
EXHIBIT 5.1
February 22, 1994
Caterpillar Financial Services Corporation
3322 West End Avenue
Nashville, Tennessee 37203-0983
Re: Caterpillar Financial Services Corporation
Registration No. 33-49971
Ladies and Gentlemen:
At your request, we have examined the Registration
Statement on Form S-3, Registration No. 33-49971 (the
"Registration Statement"), in the form in which it was declared
effective by the Securities and Exchange Commission, the
Prospectus dated August 19, 1993 contained in the Registration
Statement (the "Prospectus"), the Prospectus Supplement dated
August 27, 1993 supplementing the Prospectus (the "Prospectus
Supplement"), the Current Report on Form 8-K, dated February 22,
1994 of Caterpillar Financial Services Corporation, a Delaware
corporation (the "Company"), the resolutions of the Board of
Directors of the Company and the certificates of various
corporate officers of the Company, relating to the sale from time
to time of up to $1,000,000,000 aggregate principal amount of the
Company's Medium-Term Notes, Series E (the "Notes"). The Notes
are to be issued under an Indenture, dated as of April 15, 1985,
as supplemented by the First, Second, Third and Fourth
Supplemental Indentures, dated as of May 22, 1986, March 15,
1987, October 2, 1989, and October 1, 1990, respectively
(collectively, the "Indenture"), between the Company and Morgan
Guaranty Trust Company of New York, as trustee, copies of which
are included as exhibits to the Registration Statement. The
Notes are to be issued in substantially the forms filed or
incorporated by reference as exhibits to the Registration
Statement (with maturities, interest rates and other terms of the
Notes appropriately filled in). The Notes are to be sold from
time to time in the manner set forth in the Registration
Statement, the Prospectus, the Prospectus Supplement and any
further supplements thereto.
We have examined instruments, documents, and records
which we deemed relevant and necessary for the basis of our
opinion hereinafter expressed. Based on such examination, we are
of the opinion that the issuance of the Notes has been duly
authorized by appropriate corporate action and, when the terms of
the Notes have been established so as not to violate any
applicable law then binding on the Company and the Notes have
been duly executed, authenticated, and delivered in accordance
with the Indenture and sold as described in the Registration
Statement, the Prospectus and the Prospectus Supplement, the
Notes will be legal, valid, and binding obligations of the
Company, entitled to the benefits of the Indenture.
Our opinion that the Notes are legal, valid, and
binding is qualified as to limitations imposed by bankruptcy,
insolvency, reorganization, arrangement, fraudulent conveyance,
moratorium or other laws relating to or affecting the enforcement
of creditors' rights generally, and by general principles of
equity, including without limitation concepts of materiality,
reasonableness, good faith and fair dealing, and the possible
unavailability of specific performance or injunctive relief,
regardless of whether considered in a proceeding in equity or at
law.
We express no opinion as to matters of law in
jurisdictions other than the State of New York, the federal law
of the United States and the corporate law of the State of
Delaware.
We hereby consent to the filing of this opinion as an
exhibit to the Form 8-K and its incorporation by reference in the
Registration Statement and to the use of our name wherever it
appears in the Registration Statement, the Prospectus, the
Prospectus Supplement, and in any amendment or supplement
thereto. In giving such consent, we do not consider that we are
"experts" within the meaning of such term as used in the
Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission issued thereunder with respect
to any part of the Registration Statement, including this opinion
as an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe
ORRICK, HERRINGTON & SUTCLIFFE
[FACE OF SECURITY]
REGISTERED REGISTERED
No. CI
CUSIP
CATERPILLAR FINANCIAL SERVICES CORPORATION
MEDIUM-TERM NOTE, SERIES E
(Indexed)
[Insert if the Security is to be a Global Security -- 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 of a Depositary. This Global Security is
exchangeable for Notes registered in the name of a Person other
than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and no transfer of this
Note (other than a transfer of this Note as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the
Depositary) may be registered except in such limited
circumstances.
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street,
New York, New York) to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust
Company and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL since the registered owner thereof,
Cede & Co., has an interest herein.]
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE
INFORMATION SET FORTH ON THE REVERSE HEREOF:
FACE AMOUNT
ORIGINAL ISSUE DATE:
<PAGE>
INTEREST PAYMENT DATES:
INTEREST RATE:<PAGE>
MATURITY DATE:<PAGE>
SPECIFIED CURRENCY:
_ U.S. dollars
_ Other: __________<PAGE>
OPTION TO ELECT PAYMENT IN U.S.
DOLLARS (only applicable if Specified
Currency is other than U.S. dollars):
_ Yes _ No<PAGE>
AUTHORIZED DENOMINATIONS (only
applicable if Specified Currency is other than
U.S. dollars):<PAGE>
EXCHANGE RATE AGENT (if other than
Morgan Guaranty Trust Company of New
York):<PAGE>
DETERMINATION AGENT:
<PAGE>
THIS NOTE IS A:
_ Global Note
_ Certificated Note (only applicable if
Specified Currency is other than U.S. dollars)<PAGE>
PRINCIPAL REPAYMENT AMOUNT:
OTHER TERMS:<PAGE>
<PAGE>
ISSUE PRICE (expressed as a percentage of
aggregate principal amount):<PAGE>
<PAGE>
<PAGE>
CATERPILLAR FINANCIAL SERVICES 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 referred to on the reverse
hereof), for value received, hereby promises to pay to [Insert if
the Security is to be a Certificated Security -- ______________]
[Insert if the Security is to be a Global Security -- Cede & Co.,
as nominee for The Depository Trust Company], or registered
assigns, the Principal Repayment Amount determined in accordance
with the provisions shown above under "Principal Repayment
Amount," on the Maturity Date shown above, and to pay interest
thereon from and including the Original Issue Date shown above
or, in the case of a Note issued upon registration of transfer or
exchange, from and including the most recent Interest Payment
Date to which interest has been paid or duly provided for, on the
Interest Payment Dates set forth above and on the Maturity Date,
commencing on the first such Interest Payment Date next
succeeding the Original Issue Date, provided that if the Original
Issue Date is after a Regular Record Date and before the Interest
Payment Date immediately following such Regular Record Date,
interest payments will commence on the second Interest Payment
Date following the Original Issue Date, at the specified Interest
Rate 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 Note (or
one or more Predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest, which
shall be the fifteenth calendar day (whether or not such date is
a Business Day) next preceding each Interest Payment Date;
provided, however, that interest payable at the Maturity Date
will be payable to the person to whom principal shall be payable.
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 Note (or one or more Predecessor Notes) 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 Notes 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 Notes 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.
Unless otherwise specified on the face hereof,
payments
of principal of (and premium, if any) and interest on this Note
will be made in the applicable Specified Currency, provided,
however, that if this Note is denominated in a Specified Currency
other than United States dollars (a "Foreign Currency Note")
payments of principal of (and premium, if any) and interest
hereon will [insert if the Security is to be a Global Security --
be made in United States dollars unless the beneficial holder
hereof gives notice to the Depositary that it elects to receive
payments in such Specified Currency. Upon receipt of such
notice, the Depositary will notify the Trustee of the portion of
the payment to be made by the Trustee which is to be made in the
Specified Currency and the applicable wire transfer instructions.
In such event, the Trustee will pay the beneficial holder
directly.] [insert if the Security is to be a Certificated
Security -- nevertheless be made in United States dollars if the
Holder hereof elects to receive all payments in respect hereof in
United States dollars by delivery of a written request to the
Trustee on or prior to the applicable Regular Record Date or at
least 15 days prior to Maturity, as the case may be. Such
election may be in writing (mailed or hand delivered) or by
cable, telex or other form of facsimile transmission. A Holder
of such a Note may elect to receive payment in United States
dollars for all principal (and premium, if any) and interest
payments and need not file a separate election for each payment.
Such election will remain in effect until revoked by written
notice to the Trustee, but written notice of such revocation must
be received by the Trustee on or prior to the applicable Regular
Record Date or at least 15 days prior to Maturity, as the case
may be.]
Payment of the principal of (and premium, if any) and
interest on this Note due at Maturity in United States dollars
will be made in immediately available funds, provided that this
Note is presented to the Trustee in time for the Trustee to make
such payment in accordance with its normal procedures.
[Insert if the Security is to be a Certificated
Security -- Payment of the principal of (and premium, if any) and
interest on this Note due at Maturity in United States dollars
will be made at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, The City of New
York, in immediately available funds. Payment of interest (other
than interest due at Maturity) will be made by United States
dollar check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register.
Notwithstanding the foregoing, unless otherwise specified on the
face hereof, a holder of U.S. $10,000,000 or more in aggregate
principal amount of Notes of like tenor and terms shall be
entitled to receive such payment of interest in United States
dollars by wire transfer of immediately available funds to such
account with a bank located in the United States as shall be
designated by such person, but only if appropriate payment
instructions have been received in writing by the Trustee on or
prior to the Regular Record Date.] [Insert if the Security is to
be a Global Security -- Payment of the principal of (and premium,
if any) and interest (other than interest payable at Maturity) on
this Note in United States dollars will be made by transfer of
immediately available funds to the Depositary or its nominee.]
All payments of principal (and premium, if any) and
interest in a Specified Currency other than United States dollars
will be made in the manner set forth on the reverse hereof.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
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 the Trustee referred to on the reverse hereof,
directly or through an Authenticating Agent, by manual signature
of an authorized signatory, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any
purpose.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.
Dated: CATERPILLAR FINANCIAL SERVICES
CORPORATION
[SEAL]
By:
President
ATTEST:
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series
designated therein referred to in the within-
mentioned Indenture.
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Trustee
By
Authorized Officer
<PAGE>
[BACK OF SECURITY]
CATERPILLAR FINANCIAL SERVICES CORPORATION
MEDIUM-TERM NOTE, SERIES E
(Indexed)
This Note is one of a duly authorized issue of
securities of the Company (herein called the "Notes"), issued and
to be issued in one or more series under an Indenture dated as of
April 15, 1985, as supplemented from time to time (herein called
the "Indenture"), between the Company and Morgan Guaranty Trust
Company of New York, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto refer-
ence is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face
hereof. The Notes of this series may be denominated in different
currencies, bear different dates, mature at different times and
bear interest at different rates. The Notes of this series may
be issued from time to time in an aggregate principal amount of
up to $1,000,000,000, which amount may be increased if duly
authorized by the Company.
The United States dollar equivalent of Notes
denominated in currencies other than United States dollars will
be determined by the Exchange Rate Agent on the basis of the noon
buying rate for cable transfers in the City of New York as
determined by the Federal Reserve Bank of New York (the "Market
Exchange Rate") for such currencies on the Business Day
immediately preceding the applicable issue dates; provided,
however, that in the case of European Currency Units, the Market
Exchange Rate shall be the rate of exchange determined by the
Commission of the European Communities (or any successor thereof)
as published in the Official Journal of the European Communities
or any successor publication on the Business Day immediately
preceding the applicable issue date.
Unless otherwise specified on the face hereof,
principal at Maturity will be payable in an amount equal to the
Principal Repayment Amount determined in accordance with the
provisions on the face hereof under "Principal Repayment Amount."
In the absence of manifest error, the determination by the
Determination Agent of the Principal Repayment Amount shall be
conclusive and binding on the Company and the holders hereof.
Unless otherwise specified on the face hereof,
interest
will be payable by the Company based on the Face Amount of this
Note, and such interest will be payable at the rate and times and
in the manner set forth herein.
Unless otherwise specified on the face hereof,
interest
payments will be the amount of interest accrued from and
including the last date in respect of which interest has been
paid or duly provided for (or from and including the Original
Issue Date if no interest has been paid or provided for with
respect to this Note) to but excluding the Interest Payment Date.
Interest payments for this Note shall be computed and paid on the
basis of a 365-day year.
This Note shall not be redeemable at the option of
the
Company before the Maturity Date specified on the face hereof.
This Note shall not be repayable at the option of the
Holder on any date prior to the Maturity Date specified on the
face hereof.
If this is a Foreign Currency Note to be paid in
United
States dollars, the United States dollar amount to be received in
respect hereof will be based upon the exchange rate as determined
by the Exchange Rate Agent based on the highest firm bid
quotation for United States dollars received by such Exchange
Rate Agent at approximately 11:00 A.M. New York City time on the
second Business Day preceding the applicable payment date from
three recognized foreign exchange dealers in The City of New York
selected by the Exchange Rate Agent and approved by the Company
(one of which may be the Exchange Rate Agent) for the purchase by
the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such
payment date in respect of this Note. If no such bid quotations
are available, payments will be made in the Specified Currency,
unless such Specified Currency is unavailable due to the
imposition of exchange controls or to other circumstances beyond
the Company's control, in which case the Company will be entitled
to make payments in respect hereof in United States dollars as
provided below. All currency exchange costs will be borne by the
Holder hereof by deductions from such payments.
If a Holder is to receive payments in a Specified
Currency other than United States dollars as described on the
face hereof, payments of principal of (and premium, if any) and
interest will be paid in immediately available funds by wire
transfer to an account maintained by the Holder with a bank
located in the country issuing the Specified Currency (or, with
respect to Notes denominated in European Currency Units, to an
ECU account) or other jurisdiction acceptable to the Company and
the Trustee as shall have been designated by the Holder (which in
the case of Global Securities will be the Depositary or its
nominee) on or prior to the Regular Record Date or at least 15
days prior to Maturity, as the case may be, provided, however,
that with respect to payments of principal and premium, if any,
and interest at Maturity this Note is presented to the Trustee in
time for the Trustee to make such payment in accordance with its
normal procedures, which shall require presentation no later than
two Business Days prior to Maturity in order to ensure the
availability of immediately available funds in the Specified
Currency at Maturity.
If payment on this Note is required to be made in a
Specified Currency other than United States dollars and such
currency is unavailable in the good faith judgment of the Company
due to the imposition of exchange controls or to other circum-
stances beyond the Company's control, or is no longer used by the
government of the country issuing such currency or for the
settlement of transactions by public institutions of or within
the international banking community, then all payments with
respect to this Note shall be made in United States dollars until
such currency is again available or so used. The amount so
payable on any date in such Specified Currency shall be converted
into United States dollars at a rate determined by the Exchange
Rate Agent on the basis of the Market Exchange Rate on the second
Business Day prior to such payment, or, if the Market Exchange
Rate is not then available, the most recently available Market
Exchange Rate or as otherwise determined in good faith by the
Company if the foregoing is impracticable.
If this is a Foreign Currency Note, in the event of
an
official redenomination of such foreign currency (including,
without limitation, an official redenomination of a foreign
currency that is a composite currency) the obligations of the
Company with respect to payments on this Note denominated in such
currency shall, in all cases, be deemed immediately following
such redenomination to provide for the payment of that amount of
redenominated currency representing the amount of such
obligations immediately before such redenomination. No
adjustment will be made to any amount payable under this Note as
a result of (a) any change in the value of a foreign currency
relative to any other currency due solely to fluctuations in
exchange rates or (b) any redenomination of any component
currency of any composite currency (unless such composite
currency is itself officially redenominated).
If an Event of Default with respect to Notes of this
series shall occur and be continuing, the principal of the Notes
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 Notes of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than 66 2/3% in principal
amount of the Notes at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Notes
of each series at the time Outstanding, on behalf of the Holders
of all Notes 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 Note shall be conclusive
and binding upon such Holder and upon all future Holders of this
Note and of any Note 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 Note.
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 premium, if any) and interest on
this Note at the times, places and rate, and in the coin or
currency, herein prescribed. However, the Indenture limits the
Holder's right to enforce the Indenture and this Note.
As provided in the Indenture and subject to certain
limitations set forth therein and as may be set forth on the face
hereof, the transfer of this Note is registrable in the Security
Register, upon surrender of this Note for registration of
transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this
Note 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 his
attorney duly authorized in writing, and thereupon one or more
new Notes of this series of like tenor, of Authorized
Denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
[Insert if the Security is a Global Security -- This
Note is a Global Note and shall be exchangeable for Notes regis-
tered in the names of Persons other than the Depositary with
respect to this Global Note or its nominee only if (A) such
Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for this Global Note or at any time ceases
to be a clearing agency registered as such under the Securities
Exchange Act of 1934, as amended, (B) the Company in its
discretion executes and delivers to the Trustee a Company Order
that this Global Note shall be exchangeable or (C) there shall
have occurred and be continuing an Event of Default with respect
to the Notes. If this Global Note is exchangeable pursuant to
the preceding sentence, it shall be exchangeable for Notes
issuable in denominations of $100,000 and any integral multiple
of $1,000 in excess thereof, registered in such names as such
Depositary shall direct.]
The Notes of this series are issuable, in the case of
Notes denominated in United States dollars, in denominations of
U.S. $100,000 and any integral multiple of U.S. $1,000 in excess
thereof and, in the case of Notes denominated in a Specified
Currency other than United States dollars, in the authorized
denominations set forth on the face hereof (in each case, an
"Authorized Denomination"). As provided in the Indenture and
subject to certain limitations set forth therein and as may be
set forth on the face hereof, Notes of this series are
exchangeable for a like aggregate principal amount of Notes of
this series 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 govern-
mental charge payable in connection therewith.
The Notes of this series may be issued in the form of
one or more Global Securities to The Depository Trust Company as
depositary for the Global Securities of this series (the
"Depositary") or its nominee and registered in the name of the
Depositary or such nominee.
Prior to due presentment of this Note 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
Note is registered as the owner hereof for all purposes, whether
or not this Note is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
<PAGE>
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 Note and all rights thereunder, hereby irrevocably
constituting and appointing attorney to
transfer said Note on the books of the Company, with full power
of substitution in the premises.
Dated: NOTICE: The signature to this
assignment
must correspond with the name as
written
upon the face of the within
instrument
in every particular, without
alteration
or enlargement or any change
whatever.
