PUBLIC SERVICE ELECTRIC AND GAS COMPANY
and
FIRST UNION NATIONAL BANK, as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of February 1, 1997
to
INDENTURE
Dated as of June 1, 1996
8.125% Deferrable Interest Subordinated Debentures, Series B
TABLE OF CONTENTS
Page
ARTICLE 1.
DEFINITIONS........................ 2
SECTION 1.01 Definitions............................................ 2
ARTICLE 2.
THE SERIES B DEBENTURES.................. 2
SECTION 2.01 Terms and Form of the Series B Debentures............... 3
ARTICLE 3.
REDEMPTION......................... 4
SECTION 3.01 Redemption; Notice to Trustee.......................... 4
ARTICLE 4.
COVENANT.......................... 4
ARTICLE 5.
MISCELLANEOUS....................... 5
SECTION 5.01 Confirmation of Indenture.............................. 5
SECTION 5.02 Notices................................................ 5
SECTION 5.03 Severability Clause.................................... 6
SECTION 5.04 No Recourse Against Others............................. 6
SECTION 5.05 Successors............................................. 6
SECTION 5.06 Multiple Original Copies of this Indenture............. 6
SECTION 5.07 Table of Contents; Headings, Etc....................... 6
FIRST SUPPLEMENTAL INDENTURE, dated as of February 1, 1997 by
and between Public Service Electric and Gas Company, a corporation duly
organized and existing under the laws of the State of New Jersey (the "Company")
and First Union National Bank, a national banking association organized and
existing under the laws of the United States of America, as trustee (the
"Trustee") under the Indenture dated as of June 1, 1996 between the Company and
the Trustee.
WHEREAS, the Company executed and delivered the Indenture
dated as of June 1, 1996 to the Trustee to provide for the issuance of its
deferrable interest subordinated debentures (the "Debentures") in series from
time to time as might be determined by the Company and pursuant thereto, the
Company has issued its 8.625% Deferrable Interest Subordinated Debentures,
Series A.
WHEREAS, pursuant to an Amended and Restated Trust Agreement
dated as of February 7, 1997 (the "Trust II Agreement"), among the Company, as
depositor, First Union National Bank, as Property Trustee (the "Property Trustee
II"), the Delaware Trustee named therein and the Administrative Trustees named
therein, there has been declared and established PSE&G Capital Trust II, a
Delaware business trust ("Trust II").
WHEREAS, Trust II intends to issue its Trust Securities (as
defined in the Trust II Agreement), including its 8.125% Cumulative Quarterly
Income Preferred Securities, Series B, representing undivided beneficial
interests in the assets of Trust II and having a liquidation amount of $25 per
security (the "Series B Preferred Securities").
WHEREAS, the Company has authorized the issuance of a series
of additional debentures pursuant to Section 2.04 of the Indenture to be
designated as the Company's 8.125% Deferrable Interest Subordinated Debentures,
Series B (the "Series B Debentures") to be purchased by Trust II with the
proceeds of the Trust Securities, and to provide therefor, the Company has duly
authorized the execution and delivery of this First Supplemental Indenture.
WHEREAS, all things necessary to make the Series B Debentures
when duly issued and executed by the Company and authenticated and delivered
hereunder, the valid obligations of the Company, and to make this First
Supplemental Indenture a valid and binding agreement of the Company, in
accordance with its terms, have been done.
NOW THEREFORE:
Each of the Company and the Trustee, intending to be legally
bound hereby, agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the holders of the Debentures, including the Series
B Debentures:
ARTICLE 1.
DEFINITIONS
SECTION 1.01 Definitions
The following terms used in this First Supplemental Indenture
shall have the following meanings:
"Debentureholder" or "Holder" means a Person in whose name a
Series B Debenture is registered on the Registrar's books.
"Series B Debentures" means any of the Company's 8.125%
Deferrable Interest Subordinated Debentures, Series B issued under this
Indenture.
"Series B Guarantee Agreement" means that certain Guarantee
Agreement issued by the Company with respect to the Series B Preferred
Securities, in which the Company irrevocably and unconditionally agrees to pay
the Guarantee Payments (as defined in the Guarantee Agreement) to the holders of
the Series B Preferred Securities.
"Series B Preferred Securities" means the undivided beneficial
interests in the assets of Trust II, having a liquidation amount of $25 and
having rights provided therefor in the Trust II Agreement.
"Trust II" means the PSE&G Capital Trust II, a Delaware
business trust created by the Trust Agreement.
"Trust II Agreement" means the Amended and Restated Trust
Agreement dated as of February 7, 1997, among the Company, as Depositor, First
Union National Bank, as Property Trustee, the Delaware Trustee named therein and
the Administrative Trustee named therein, as the same may be amended and
modified from time to time.
Each of the other terms used in this First Supplemental
Indenture that is defined in the Indenture and not defined herein shall have the
meaning assigned to it in the Indenture.
ARTICLE 2.
THE SERIES B DEBENTURES
SECTION 1.02 Terms and Form of the Series B Debentures
(a) The Series B Debentures shall be designated "Public
Service Electric and Gas Company 8.125% Deferrable Interest Subordinated
Debentures, Series B." The Series B Debentures and the Trustee's Certificate of
Authentication shall be substantially in the form of Exhibit A attached hereto.
The terms and provisions contained in the Series B Debentures shall constitute,
and are hereby expressly made, a part of this First Supplemental Indenture. The
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.
(b) The aggregate principal amount of Series B Debentures
outstanding at any time may not exceed $97,938,150 except as provided in Section
2.09 of the Indenture. The Series B Debentures shall be authenticated and
delivered from time to time upon delivery to the Trustee of the items specified
in Section 2.04(d) of the Indenture.
(c) The Stated Maturity Date of the Series B Debentures is
February 7, 2046.
(d) The interest rate of the Series B Debentures is 8.125% per
annum. The Interest Payment Dates for the Series B Debentures are March 31, June
30, September 30 and December 31 of each year, commencing March 31, 1997. In the
event that any date on which interest is payable on the Series B Debentures is
not a Business Day, then payment of interest payable on such date will be made
on the next day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date. The Regular Record Date for each Interest Payment Date for the
Series B Debentures shall be the 15th day (whether or not a Business Day) of the
last month of each quarter, provided that if Trust II is the sole Holder of the
Series B Debentures or the Series B Debentures are issued in book-entry-only
form, the Regular Record Date shall be the close of business on the Business Day
next preceding such Interest Payment Date. Interest on the Series B Debentures
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months.
Each Series B Debenture shall bear interest from its Issue
Date or from the most recent Interest Payment Date to which interest has been
paid or duly provided for with respect to such Series B Debenture; except that,
so long as there is no existing Defaulted Interest or Extension Period on the
Series B Debentures, any Series B Debenture authenticated by the Trustee between
the Regular Record Date for any Interest Payment Date and such Interest Payment
Date shall bear interest from such Interest Payment Date.
Overdue principal of, and interest on, any Series B Debenture
and interest which has been deferred pursuant to Section 4.01(b) of the
Indenture shall bear interest (to the extent that the payment of such interest
shall be legally enforceable) at a rate per annum equal to the interest rate per
annum payable on such Series B Debenture.
(e) The Series B Debentures shall be issuable only in
registered form without coupons and only in denominations of $25 and any
integral multiple thereof.
(f) The maximum Extension Period for the Series B Debentures
shall be 20 consecutive quarters.
(g) First Union National Bank shall initially be the Paying
Agent for the Series B Debentures.
ARTICLE 3.
REDEMPTION
SECTION 1.03 Redemption; Notice to Trustee
(a) The Series B Debentures are subject to redemption prior to
maturity as provided therein.
(b) Any redemption of the Series B Debentures shall be made in
the manner, upon the terms and with the effect, all as provided in Sections
3.01(c), 3.02, 3.03, 3.04, 3.05 and 3.06 of the Indenture.
ARTICLE 4.
COVENANT
SECTION 4.01. Payment of Expenses of Trust II.
The Company covenants for the benefit of the Holders of the
Series B Debentures to pay all of the costs and expenses of Trust II in
accordance with Section 2.03(b) of the Trust II Agreement and to pay the taxes
of Trust II in accordance with Section 2.03(c) of the Trust II Agreement in
order to permit Trust II to make distributions on and redemptions of the Series
B Preferred Securities in accordance with Article IV of the Trust II Agreement.
ARTICLE 5.
MISCELLANEOUS
SECTION 5.01 Confirmation of Indenture
As amended and supplemented by this First Supplemental
Indenture, the Indenture is in all respects ratified and confirmed and the
Indenture and this First Supplemental Indenture shall be read, taken and
construed as one and the same instrument.
SECTION 5.02 Notices
Any notice, request or other communication required or
permitted to be given hereunder shall be in writing and delivered, telecopied or
mailed by first-class mail, postage prepaid, addressed as follows:
if to the Company:
Public Service Electric and Gas Company
00 Xxxx Xxxxx, X0X
P.O. Box 570
Newark, New Jersey 07101
Facsimile No.
Attention: Treasurer
if to the Trustee:
First Union National Bank
000 Xxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Facsimile No.
Attention: Corporate Trust Department
The Company or the Trustee, by giving notice to the other, may
designate additional or different addresses for subsequent notices of
communications. The Company shall notify the holder, if any, of Senior
Indebtedness of any such additional or different addresses of which the Company
receives notice from the Trustee.
Any notice or communication given to a Debentureholder other
than the Partnership shall be mailed to the Debentureholder at the
Debentureholder's address as it appears on the Register of the Registrar and
shall be sufficiently given if mailed within the time prescribed.
Failure to mail a notice or communication to a Debentureholder
or any defect in it shall not affect its sufficiency with respect to other
Debentureholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not received by the addresses.
If the Company mails a notice or communication to the
Debentureholders, it shall mail a copy to the Trustee and each Registrar, Paying
Agent or co-Registrar.
SECTION 5.03 Severability Clause
If any provision in this Indenture or in the Series B
Debentures shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
SECTION 5.04 No Recourse Against Others
No director, officer, employee or stockholder, as such, of the
Company shall have any liability for any obligations of the Company under the
Series B Debentures or this First Supplemental Indenture or for any claim based
on, in respect of or by reason of such obligations or their creation. By
accepting a Series B Debenture, each Debentureholder shall waive and release all
such liability. The waiver and release shall be a part of the consideration for
the issue of the Series B Debentures.
SECTION 5.05 Successors
All agreements of the Company in this First Supplemental
Indenture and the Series B Debentures shall bind its successors and assigns. All
agreements of the Trustee in this First Supplemental Indenture shall bind its
successors and assigns.
SECTION 5.06 Multiple Original Copies of this Indenture
The parties may sign any number of copies of this First
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. Any signed copy shall be sufficient proof
of this First Supplemental Indenture.
SECTION 5.07 Table of Contents; Headings, Etc
The Table of Contents, Cross-Reference Table, and headings of
the Articles and Sections of this First Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.
SIGNATURES
IN WITNESS WHEREOF, the undersigned, being duly authorized,
have executed this First Supplemental Indenture on behalf of the respective
parties hereto as of the date first above written.
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
By: XXXX X. XXXXXXXX
----------------
Name: Xxxx X. Xxxxxxxx
Title: Assistant Treasurer
FIRST UNION NATIONAL BANK, as Trustee
By: X. XXXXXXXXX
---------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
Exhibit A
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
8.125% Deferrable Interest Subordinated Debenture, Series B
No. 1
Public Service Electric and Gas Company, a New Jersey
corporation (the "Company", which term includes any successor corporation under
the Indenture hereinafter referred to), for value received, hereby promises to
pay to PSE&G Capital Trust II or registered assigns, the principal sum of
$97,938,150 on February 7, 2046, and to pay interest on said principal sum from
February 7, 1997 or from the most recent Interest Payment Date (as defined
below) to which interest has been paid or duly provided for, quarterly in
arrears on March 31, June 30, September 30 and December 31 commencing March 31,
1997 (each, an "Interest Payment Date") at the rate of 8.125% per annum until
the principal hereof shall have become due and payable, and on any overdue
principal and (to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the same rate per
annum. The amount of interest payable on any Interest Payment Date shall be
computed on the basis of a 360-day year of twelve 30-day months. In the event
that any Interest Payment Date is not a Business Day, then interest will be
payable on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date. The interest installment so payable, and
punctually paid or duly provided in the Indenture, be paid to the Person in
whose name this Debenture is registered at the close of business on the Regular
Record Date for such interest installment, which shall be the 15th day (whether
or not a Business Day) of the last month of each calendar quarter, provided that
if all of the Series B Debentures (as defined below) are then held by PSE&G
Capital Trust II (the "Trust") or the Series B Debentures are held in
book-entry-only form, the Regular Record Date shall be the close of business on
the Business Day immediately preceding such Interest Payment Date. Any such
interest installment not punctually paid or duly provided for shall forthwith
cease to be payable to the Holders on such Regular Record Date, and may be paid
to the Person in whose name this Debenture is registered at the close of
business on a Special Record Date to be fixed by the Trustee (as defined below)
for the payment of such defaulted interest, notice whereof shall be given to the
Holders of the Series B Debentures not less than 7 calendar days prior to such
Special Record Date, as more fully provided in the Indenture.
Payment of the principal of and interest on this Debenture
will be made 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.
Payments of interest on an Interest Payment Date will be made by check mailed to
the Holder hereof at the address shown in the Register or, at the option of the
Holder hereof, to such other place in the United States of America as Holder
hereof shall designate to the Trustee in writing. At the request of a Holder of
at least $10,000,000 aggregate principal amount of Series B Debentures, interest
on such Debentures will be payable by wire transfer within the continental
United States in immediately available funds to the bank account number
specified in writing by such Holder to the Registrar prior to the Regular Record
Date.
The principal amount hereof and any interest due on the Stated
Maturity Date or a Redemption Date (other than an Interest Payment Date) will be
paid only upon surrender of this Debenture at the principal corporate trust
office of First Union National Bank, Paying Agent, in Newark, New Jersey, or at
such other office or agency of the Paying Agent as the Company shall designate
by written notice to the Holder of this Debenture.
The indebtedness evidenced by this Debenture is, to the extent
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness, and this Debenture is issued
subject to the provisions of the Indenture with respect thereto. The Holder of
this Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact for
any and all such purposes. The Holder of this Debenture, by his acceptance
hereof, hereby waives all notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder of Senior
Indebtedness, whether now outstanding or hereafter incurred, and waives reliance
by each such holder upon said provisions.
This Debenture is one of a duly authorized series of
Debentures of the Company (herein sometimes referred to as the "Series B
Debentures"), specified in the Indenture, limited in aggregate principal amount
to $97,938,150 issued under and pursuant to an Indenture dated as of June 1,
1996 executed and delivered between the Company and First Union National Bank,
as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture
dated as of February 1, 1997 between the Company and the Trustee (as so
supplemented being hereinafter referred to as the "Indenture"). The Series B
Debentures are initially being issued to the Trust, to be held on behalf of the
Trust by its property trustee (the "Property Trustee"). Concurrently with the
issuance of the Series B Debentures, the Trust is issuing its trust securities,
representing undivided beneficial interests in the assets of the Trust and
having an aggregate liquidation amount equal to the principal amount of the
Series B Debentures, including the Trust's 8.125% Cumulative Quarterly Income
Preferred Securities, Series B (the "Preferred Securities"). By the terms of the
Indenture, Debentures are issuable in series which may vary as to amount, date
of maturity, rate of interest and in other respects as in the Indenture
provided. Reference is made to the Indenture and all indentures supplemental
thereto for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the Holders of
the Debentures. Each term used in this Debenture which is defined in the
Indenture and not defined herein shall have the meaning assigned to it in the
Indenture.
At the option of the Company, the Series B Debentures are
redeemable prior to maturity (i) at any time on or after February 7, 2002, in
whole or in part, and (ii) if a Special Event shall occur and be continuing, in
whole (but not in part), in each case at 100% of the principal amount thereof
plus accrued interest to the Redemption Date. A "Special Event" shall mean
either a "Tax Event" or an "Investment Company Event." "Tax Event" shall mean
that the Company shall have received an opinion of counsel (which may be regular
counsel to the Company or an Affiliate, but not an employee thereof and which
must be acceptable to the Property Trustee of the Trust) experienced in such
matters to the effect that, as a result of any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein affecting taxation, or as a result of any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or such
interpretation or pronouncement is announced on or after the date of original
issuance of Preferred Securities, there is more than an insubstantial risk that
(i) the Trust is subject to United States Federal income tax with respect to
interest received on the Debentures, (ii) interest payable by the Company to the
Trust on the Series B Debentures will not be deductible for United States
Federal income tax purposes or (iii) the Trust is subject to more than a de
minimis amount of other taxes, duties, assessments or other governmental
charges. "Investment Company Event" shall mean the occurrence of a change in law
or regulation or a change in interpretation or application of law or regulation
by any legislative body, court, governmental agency or regulatory authority (a
"Change in 1940 Act Law") to the effect that the Trust is or will be considered
an "investment company" that is required to be registered under the Investment
Company Act of 1940, as amended, which Change in 1940 Act Law becomes effective
on or after the date of original issuance of the Preferred Securities.
At least 30 days but not more than 60 days before the
Redemption Date, the Trustee shall mail or caused to be mailed a notice of
redemption by first-class mail, postage prepaid, to each Holder of Series B
Debentures to be redeemed.
In the event of redemption of this Debenture in part only, a
new Series B Debenture or Debentures for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
In case an Event of Default with respect to the Series B
Debentures occurs and is continuing, the principal of and interest on all of the
Series B Debentures may (and, in certain circumstances shall) 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 for defeasance at any time
of the entire indebtedness of this Debenture upon compliance by the Company with
certain conditions set forth therein.
Subject to certain exceptions in the Indenture which require
the consent of every Holder, the Company and the Trustee may amend the Indenture
or may waive future compliance by the Company with any provisions of the
Indenture with the consent of the Holders of at least a majority in aggregate
principal amount of the Debentures of each series affected thereby provided that
if the Series B Debentures are held by the Trust, no such amendment or waiver
that adversely affects the holders of the Preferred Securities shall be
effective without the prior consent of the holders of at least a majority in
aggregate liquidation amount of the outstanding Preferred Securities. Subject to
certain exceptions in the Indenture, without the consent of any Debenture
Holder, the Company and the Trustee may amend the Indenture to cure any
ambiguity, defect or inconsistency, to bind a successor to the obligations of
the Indenture, to provide for uncertificated Debentures in addition to
certificated Debentures, to comply with any requirements of the Debentures and
the Securities and Exchange Commission in connection with the qualification of
the Indenture under the TIA, or to make any change that, in the reasonable
judgment of the Company, does not adversely affect the rights of any Debenture
Holder. Amendments bind all Holders and subsequent Holders.
No reference herein to the Indenture and no provision of this
Debenture or the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on
this Debenture at the time and place and at the rate and in the money herein
prescribed.
So long as no Event of Default with respect to the Series B
Debentures has occurred and is continuing, the Company shall have the right at
any time and from time to time to extend the interest payment period of the
Series B Debentures for up to 20 consecutive quarters (the "Extension Period"),
provided that no Extension Period shall extend beyond the Stated Maturity Date
or Redemption Date of any Series B Debenture. At the end of the Extension
Period, the Company shall pay all interest then accrued and unpaid (together
with interest thereon at the rate specified for the Series B Debentures,
compounded quarterly, to the extent that payment of such interest is enforceable
under applicable law). During such Extension Period, the Company may not declare
or pay any dividend on, redeem, purchase, acquire or make a liquidation payment
with respect to, any of its capital stock. Prior to the termination of any such
Extension Period, the Company may further extend such Extension Period, provided
that such Extension Period together with all such previous and further
extensions thereof shall not exceed 20 consecutive quarters and shall not extend
beyond the Stated Maturity Date or Redemption Date of any Series B Debenture. At
the termination of any such Extension Period and upon the payment of all amounts
then due, the Company may elect to begin a new Extension Period, subject to the
foregoing restrictions.
Series B Debentures are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
this Debenture is exchangeable for a like aggregate principal amount of Series B
Debentures of a different authorized denomination, as requested by the Holder
surrendering the same.
As provided in the Indenture and subject to certain
limitations therein set forth, this Debenture is transferable by the Holder
hereof upon surrender of this Debenture for registration of transfer at the
office or agency of the Registrar accompanied by a written instrument or
instruments of transfer in form satisfactory to the Registrar duly executed by
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Series B Debentures of authorized denominations and for the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.
Prior to presentment for registration of transfer of this
Debenture, the Company, the Trustee, any Paying Agent and any Registrar may deem
and treat the Holder hereof as the absolute owner hereof (whether or not this
Debenture shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Registrar) for the purpose of
receiving payment of or on account of the principal hereof and interest due
hereon and for all other purposes, and neither the Company nor the Trustee nor
any Paying Agent nor any Registrar shall be affected by any notice to the
contrary.
No recourse shall be had for the payment of any principal of
or interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.
This Debenture shall not be valid until an authorized
signatory of the Trustee manually signs and dates the Trustee's Certificate of
Authentication below.
IN WITNESS WHEREOF, the Company has caused this Debenture to
be signed manually or by facsimile by its duly authorized officer and a
facsimile of its corporate seal to be affixed hereto or imprinted hereon.
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
By: XXXX X. XXXXXXXX
----------------
[SEAL] Name: Xxxx X. Xxxxxxxx
Title: Assistant Treasurer
Attest: XXXX X. XXXXXXXX, XX.
-----------------------------
[Assistant] Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debentures, of the series designated, referred to in the
within-mentioned First Supplemental Indenture.
FIRST UNION NATIONAL BANK, as Trustee
By: X. XXXXXXXXX
---------------
Name: Xxxxx Xxxxxxxxx
Authorized Signatory
Dated: February 7, 1997
ASSIGNMENT FORM
To assign this Debenture, fill in the form below: (I) or (we)
assign and transfer this Debenture to:
______________________________________________________
(Insert assignee's social security or tax I.D. number)
______________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint _____________________________ agent to transfer this
Debenture on the books of the Register. The agent may substitute another to act
for him.
Dated:__________________________ Signature:_________________________________
(Sign exactly as your name appears
on the other side of this
Debenture)
Signature Guaranty:___________________
