EXHIBIT 4(d)
PUBLIC SERVICE COMPANY OF OKLAHOMA
and
THE BANK OF NEW YORK,
AS TRUSTEE
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FIRST SUPPLEMENTAL INDENTURE
Dated as of November 1, 2000
Supplemental to the Indenture
dated as of November 1, 2000
Floating Rate Notes, Series A, Due 2002
FIRST SUPPLEMENTAL INDENTURE, dated as of November 1, 2000, between PUBLIC
SERVICE COMPANY OF OKLAHOMA, a corporation duly organized and existing under the
laws of the State of Oklahoma (the "Company"), and THE BANK OF NEW YORK, a New
York banking corporation organized and existing under the laws of the State of
New York, as Trustee under the Original Indenture referred to below (the
"Trustee").
RECITALS OF THE COMPANY
The Company has heretofore executed and delivered to the Trustee an
indenture dated as of November 1, 2000 (the "Original Indenture"), to provide
for the issuance from time to time of its debentures, notes or other evidences
of indebtedness (the "Senior Notes"), the form and terms of which are to be
established as set forth in Section 201 and 301 of the Original Indenture.
Section 901 of the Original Indenture provides, among other things, that
the Company and the Trustee may enter into indentures supplemental to the
Original Indenture for, among other things, the purpose of establishing the form
and terms of the Senior Notes of any series as permitted in Sections 201 and 301
of the Original Indenture.
The Company desires to create a series of the Senior Notes in an aggregate
principal amount of $106,000,000 to be designated the "Floating Rate Notes,
Series A, Due 2002" (the "Floating Rate Notes"), and all action on the part of
the Company necessary to authorize the issuance of the Floating Rate Notes under
the Original Indenture and this First Supplemental Indenture has been duly
taken.
All acts and things necessary to make the Floating Rate Notes, when
executed by the Company and completed, authenticated and delivered by the
Trustee as provided in the Original Indenture and this First Supplemental
Indenture, the valid and binding obligations of the Company and to constitute
these presents a valid and binding supplemental indenture and agreement
according to its terms, have been done and performed.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises and of the acceptance and purchase of the
Floating Rate Notes by the Holders thereof and of the acceptance of this trust
by the Trustee, the Company covenants and agrees with the Trustee, for the equal
benefit of the Holders of the Floating Rate Notes, as follows:
ARTICLE ONE
Definitions
SECTION 101. DEFINITIONS.
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The use of the terms and expressions herein is in accordance with the
definitions, uses and constructions contained in the Original Indenture and the
form of the Floating Rate Notes attached hereto as Exhibit A.
ARTICLE TWO
Terms and Issuance of the Floating Rate Notes, Series A, Due
SECTION 201. Issue of Floating Rate Notes.
A series of Senior Notes which shall be designated the "Floating Rate
Notes, Series A, Due 2002" shall be executed, authenticated and delivered in
accordance with the provisions of, and shall in all respects be subject to, the
terms, conditions and covenants of, the Original Indenture and this First
Supplemental Indenture (including the form of Global Security set forth in
Exhibit A hereto). The aggregate principal amount of the Floating Rate Notes to
be authenticated and delivered shall be $106,000,000, and no further Floating
Rate Notes shall be authenticated and delivered, except as permitted by the
provisions of the Original Indenture.
SECTION 202. Form of Floating Rate Notes; Incorporation of Terms.
The Floating Rate Notes shall be issued initially in the form of one
Global Security. The form of the Floating Rate Notes shall be substantially in
the form of Exhibit A attached hereto. The terms of such Floating Rate Notes are
herein incorporated by reference and are part of this First Supplemental
Indenture.
SECTION 203. Depositary for Global Securities.
The Depositary for any Global Securities of the series of which this
Floating Rate Note is a part shall be the Depository Trust Company in The City
of New York.
SECTION 204. Place of Payment.
The Place of Payment in respect of the Floating Rate Notes will be at the
principal office or place of business of the Trustee or its successor in trust
under the Indenture, which, at the date hereof, is located at 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, XX 00000, Attention: Corporate Trust Administration.
ARTICLE THREE
Miscellaneous
SECTION 301. Execution as Supplemental Indenture.
This First Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Original Indenture and, as provided in the
Original Indenture, this First Supplemental Indenture forms a part thereof.
SECTION 302. Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this First Supplemental
Indenture by any of the provisions of the Trust Indenture Act, such required
provision shall control.
SECTION 303. Effect of Headings.
The Article and Section headings herein are for convenience only and shall
not affect the construction hereof.
SECTION 304. Successors and Assigns.
All covenants and agreements by the Company in this First Supplemental
Indenture shall bind its successors and assigns, whether so expressed or not.
SECTION 305. Separability Clause.
In case any provision in this First Supplemental Indenture or in the
Floating Rate Notes 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 306. Benefits of First Supplemental Indenture.
Nothing in this First Supplemental Indenture or in the Floating Rate
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this First Supplemental Indenture.
SECTION 307. Execution and Counterparts.
This First Supplemental Indenture may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed and attested, all as of the day and year first
above written.
PUBLIC SERVICE COMPANY OF OKLAHOMA
By______________________________
Name: X. X. Xxxx
Title: Treasurer
Attest:
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Name: Xxxxxx X. Xxxxxxxxxx
Title:Assistant Secretary
THE BANK OF NEW YORK, as Trustee
By______________________________
Name: Xxxx Xxxxx
Title Vice President
Attest:
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Name:
Title:
STATE OF OHIO )
: ss.
COUNTY OF FRANKLIN )
On the 21st day of November, 2000, personally appeared before me, a Notary
Public within and for said County in the State of Ohio, X. X. Xxxx, and Xxxxxx
X. Xxxxxxxxxx, to me known and known to me to be respectively the Treasurer and
Assistant Secretary of Public Service Company of Oklahoma, one of the
corporations named in and which executed the foregoing instrument, who severally
acknowledged that they did sign said instrument as such Treasurer and Assistant
Secretary for and on behalf of said corporation and that the same is their free
act and deed as such Treasurer and Assistant Secretary, respectively, and the
free and corporate act and deed of said corporation.
In witness whereof, I have hereunto set my hand notarial seal this 21st day of
November, 2000.
_____________________________
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 21st day of November, 2000, personally appeared before me, a Notary
Public within and for said County in the State of New York, Xxxx Xxxxx and , to
me known and known to me to be respectively the Vice President and of The Bank
of New York, one of the corporations named in and which executed the foregoing
instrument, who severally acknowledged that they did sign said instrument as
such Vice President and for and on behalf of said corporation and that the same
is their free act and deed as such Vice President and, respectively, and the
free and corporate act and deed of said corporation.
In witness whereof, I have hereunto set my hand notarial seal this 21st day of
November, 2000.
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EXHIBIT A
This Security 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 Security is exchangeable for Securities 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
Security (other than a transfer of this Security 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 limited
circumstances.
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Public Service
Company of Oklahoma or its agent for registration of transfer, exchange or
payment, and any definitive certificate issued is registered in the name of Cede
& Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as
much as the registered owner hereof, Cede & Co., has an interest herein.
No. R-1
PUBLIC SERVICE COMPANY OF OKLAHOMA Floating Rate Notes,
Series A, Due 2002
CUSIP No.
$106,000,000
PUBLIC SERVICE COMPANY OF OKLAHOMA, a corporation duly organized and
existing under the laws of the State of Oklahoma (the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to CEDE & CO. or registered assigns, the
principal sum of One Hundred SIX Million Dollars ($106,000,000) on November 21,
2002 (the "Final Maturity"), and to pay interest thereon from November 21, 2000
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, quarterly in arrears on February 21, May 21, August 21 and
November 21 in each year, commencing February 21, 2001, until the principal
hereof is paid or made available for payment.
A calculation agent appointed by the Company, initially The Bank of New
York, will calculate the interest rate on this Security. The interest rate will
be equal to LIBOR plus 0.625%. The interest rate in effect for the period from
November 21, 2000 to, but excluding, February 21, 2001, the initial Interest
Reset Date, will be LIBOR, as determined on November 17, 2000, plus 0.625% (the
"Initial Interest Rate"). The calculation agent will reset the interest rate on
each Interest Payment Date (each such day an "Interest Reset Date"). The second
London business day preceding an Interest Reset Date will be the "Interest
Determination Date" for that Interest Reset Date. The interest rate in effect on
each day that is not an Interest Reset Date will be the interest rate determined
as of the Interest Determination Date pertaining to the immediately preceding
Interest Reset Date. The interest rate in effect on any day that is an Interest
Reset Date will be the interest rate determined as of the Interest Determination
Date pertaining to that Interest Reset Date, except that the interest rate in
effect for the period from and including November 21, 2000 to the first Interest
Reset Date will be the Initial Interest Rate. The amount of interest payable for
any period will be computed on the basis of a 360-day year for the actual number
of days elapsed. If any Interest Payment Date (other than the Stated Maturity
hereof or a Redemption Date herefor) would otherwise be a day that is not a
Business Day, the payment of interest in respect of such Interest Payment Date
will be postponed to the next succeeding Business Day, except that if such
Business Day falls in the next succeeding calendar month, such interest shall be
paid on the immediately preceding Business Day. If the Stated Maturity hereof or
any Redemption Date hereof is not a Business Day, then payment of principal and
interest payable on such date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of any such
delay), in each case with the same force and effect as if made on such date. A
"Business Day" shall mean any day except a Saturday, a Sunday or a legal holiday
in The City of New York on which banking institutions are authorized or required
by law, regulation or executive order to close; provided that the day is also a
London Business Day. "London Business Day" means a day other than a Saturday or
Sunday that is not a day on which banking institutions in London, England and
New York, New York are authorized or obligated by law or executive order to be
closed and a day on which dealings in deposits in U. S. dollars are transacted,
or with respect to any future date are expected to be transacted, in the London
interbank market.
The calculation agent will determine "LIBOR" in accordance with the
following provisions:
(i) With respect to any Interest Determination Date, LIBOR will be the
offered rate for deposits in United States dollars having an index maturity of
three months commencing on the first day of the applicable Interest Period in
amounts of not less than $1,000,000 as that rate appears on Telerate Page 3750
as of 11:00 a.m., London time, on that Interest Determination Date. If no rate
appears, LIBOR, in respect to that Interest Determination Date, will be
determined in accordance with the provisions described in (ii) below.
(ii) With respect to an Interest Determination Date on which no rate
appears on Telerate Page 3750, as specified in (i) above, the calculation agent
will request the principal London offices of each of four major reference banks
in the London interbank market, as selected by the calculation agent, to provide
the calculation agent with its offered quotation for deposits in United States
dollars of not less than $1,000,000 for the period of three months, commencing
on the first day of the applicable Interest Period, to prime banks in the London
interbank market at approximately 11:00 a.m., London time, on that Interest
Determination Date and in a principal amount that is representative for a single
transaction in United States dollars in that market at that time. If at least
two quotations are provided, then LIBOR on that Interest Determination Date will
be the arithmetic mean of those quotations. If fewer than two quotations are
provided, then LIBOR on the Interest Determination Date will be the arithmetic
mean of the rates quoted at approximately 11:00 a.m., in The City of New York,
on the Interest Determination Date by three major banks in The City of New York
selected by the calculation agent for loans in United States dollars to leading
European banks, having a three-month maturity and in a principal amount that is
representative for a single transaction in United States dollars in that market
at that time; provided, however, that if all of the banks selected by the
calculation agent are not providing quotations in the manner described by this
sentence, LIBOR determined as of that Interest Determination Date will be LIBOR
in effect on that Interest Determination Date.
"Telerate Page 3750" means the display designated on page 3750 on Dow
Xxxxx Markets Limited (or such other page as may replace the 3750 page on that
service or such other service as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for U.
S. dollar deposits).
"Interest Period" means the period from and including November 21, 2000,
to, and excluding, the first Interest Payment Date and thereafter, the period
from, and including, the immediately preceding Interest Payment Date to which
interest has been paid or duly provided for to, but excluding, the next Interest
Payment Date or the Maturity hereof, as the case may be.
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 Security (or one or more Predecessor Securities) 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 a Business
Day) immediately preceding the Interest Payment Date. 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 Security (or one or more Predecessor Securities) 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
Securities 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 Securities 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.
Payment of the principal of (and premium, if any) and interest on this
Security 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, New York, in such
coin or currency of the United States of America as at the time of payment is
legal tender for the payment of public and private debts; provided, however,
that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.
This Security has initially been issued in the form of a Global Security,
and the Company has initially designated The Depository Trust Company (the
"Depositary", which term shall include any successor depositary) as the
depositary for this Security. For as long as this Security or any portion hereof
is issued in such form, and notwithstanding the previous paragraph, all payments
of interest, principal and other amounts in respect of this Security or portion
thereof shall be made to the Depositary or its nominee in accordance with the
Applicable Procedures in the coin or currency specified above and as further
provided herein.
This Security is one of a duly authorized issue of securities of the
Company (the "Securities"), issued and to be issued in one or more series under
an Indenture, dated as of November 1, 2000, as amended and supplemented from
time to time (the "Indenture", which term shall have the meaning assigned to it
in such instrument), between the Company and The Bank of New York, a New York
banking corporation, as Trustee (the "Trustee", which term includes any
successor trustee under the Indenture), as to which Indenture and all indentures
supplemental thereto reference 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 and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$106,000,000. The provisions of this Security, together with the provisions of
the Indenture, shall govern the rights, obligations, duties and immunities of
the Holder, the Company and the Trustee with respect to this Security, provided
that, if any provision of this Security necessarily conflicts with any provision
of the Indenture, the provision of this Security shall be controlling to the
fullest extent permitted under the Indenture.
The Securities of this series are subject to redemption upon not less than
30 nor more than 60 days' notice by mail to the Holders of such Securities at
their addresses in the Security Register for such series at the option of the
Company, in whole or in part, from time to time on any Interest Payment Date on
or after November 21, 2001 at a Redemption Price equal to the principal amount
of the Securities of this series to be redeemed plus accrued interest to the
Redemption Date.
If notice has been given as provided in the Indenture and funds for
redemption of any Securities (or any portion thereof) called for redemption
shall have been made available on the Redemption Date referred to in such
notice, such Securities (or any portion thereof) will cease to bear interest on
the date fixed for such redemption specified in such notice and the only right
of the Holders of such Securities will be to receive payment of the Redemption
Price.
In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.
The Securities of this series will not be subject to any sinking fund.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
Interest payments with respect to this Security will be computed and paid
on the basis of a 360-day year for the actual number of days elapsed.
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 Securities 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 a majority in principal amount of the Securities at
the time Outstanding of all series to be affected (voting as a class). The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities 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 Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
This Security shall be exchangeable for Securities registered in the names
of Persons other than the Depositary with respect to such series or its nominee
only as provided in the Indenture. This Security shall be so exchangeable if (x)
the Depositary notifies the Company that it is unwilling or unable to continue
as Depositary for such series or at any time ceases to be a clearing agency
registered as such under the Exchange Act, (y) the Company executes and delivers
to the Trustee an Officers' Certificate providing that this Security shall be so
exchangeable or (z) there shall have occurred and be continuing an Event of
Default with respect to the Securities of such series. Securities so issued in
exchange for this Security shall be of the same series, having the same interest
rate, if any, and maturity and having the same terms as this Security, in
authorized denominations and in the aggregate having the same principal amount
as this Security and registered in such names as the Depositary for such Global
Security shall direct.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of a Security of the series of which this Security is a
part is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place
where the principal of and any premium and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and 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 governmental charge payable in connection therewith.
Prior to due presentment of this Security 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 Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
For so long as this Security is issued in the form of a Global Security,
any notice to be given to the Holder of this Security shall be deemed to have
been duly given to such Holder when given to the Depositary, or its nominee, in
accordance with its Applicable Procedures. Neither the Company nor the Trustee
will have any responsibility with respect to those policies and procedures or
for any notices or other communications among the Depositary, its direct and
indirect participants and the beneficial owners of this Security in global form.
If at any time this Security is not represented by a Global Security, any
notice to be given to the Holder of this Security shall be deemed to have been
duly given to such Holder upon the mailing of such notice to the Holder at such
Holder's address as it appears on the Security Register maintained by the
Company or its agent as of the close of business preceding the day such notice
is given.
Neither the failure to give any notice nor any defect in any notice given
to the Holder of this Security or any other Security of this series will affect
the sufficiency of any notice given to another Holder of any Securities of this
series.
Prior to due presentment of this Security 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 Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture provides that the Company, at its option, (a) will be
discharged from any and all obligations in respect of the Securities (except for
certain obligations to register the transfer or exchange of Securities, replace
stolen, lost or mutilated Securities, maintain paying agencies and hold moneys
for payment in trust) or (b) need not comply with certain restrictive covenants
of the Indenture, in each case if the Company deposits, in trust, with the
Trustee money or U.S. Government Obligations (or Foreign Government Obligations,
if the Securities are denominated in a foreign currency or currencies) which,
through the payment of interest thereon and principal thereof in accordance with
their terms, will provide money, in an amount sufficient to pay all the
principal of, and premium, if any, and interest, if any, on the Securities on
the dates such payments are due in accordance with the terms of such Securities,
and certain other conditions are satisfied.
No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, organizer, member, limited
partner, stockholder, officer or director, as such, past, present or future, of
the Company or any successor Person, 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 Security shall be governed by and construed in accordance with the
laws of the State of New York without regard to principles of conflict of law
except Section 5-1401 of the New York General Obligations Law.
All terms used in this Security which are defined in the Indenture shall
have the meanings ascribed to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to herein by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, Public Service Company of Oklahoma has caused this
instrument to be duly executed under its corporate seal.
PUBLIC SERVICE COMPANY OF OKLAHOMA
By______________________________________
Name: X. X. Xxxx
Title: Treasurer
This is one of the Securities of the series designated herein and
referred to in the within-mentioned Indenture.
Dated: November 21, 0000 XXX XXXX XX XXX XXXX
By
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Authorized Signatory
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
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(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
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ASSIGNEE) the within Note and all rights thereunder, hereby
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irrevocably constituting and appointing such person attorney to
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transfer such Note on the books of the Issuer, with full
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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 Note in every particular,
without alteration or enlargement or any change whatever and
NOTICE: Signature(s) must be guaranteed by a financial
institution that is a member of the Securities Transfer Agents
Medallion Program ("STAMP"), the Stock Exchange Medallion Program
("SEMP") or the New York Stock Exchange, Inc. Medallion Signature
Program ("MSP").
