Exhibit 4(b)
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PUBLIC SERVICE COMPANY OF OKLAHOMA
and
THE BANK OF NEW YORK,
AS TRUSTEE
___________________
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
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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.
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__/s/ A. A. Pena______________
Name:X. X. Xxxx
Title: Treasurer
Attest:
_/s/ Xxxxxx X. Berkemeyer_
Name: Xxxxxx X. Xxxxxxxxxx
Title: Assistant Secretary
THE BANK OF NEW YORK, as Trustee
By_/s/ Remo Reale_______________
Name:Xxxx Xxxxx
Title: Vice President
Attest:
_/s/ Xxxxxx X. Gitlin____
Name: Xxxxxx X. Xxxxxx
Title: Vice President
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.
_____/s/ Xxxxx X. House______
My commission has no expiration date.
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 Xxxxxx X. Xxxxxx, to me known
and known to me to be respectively the Vice President and Vice
President 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 Vice President for and on behalf of said
corporation and that the same is their free act and deed as such
Vice President and Vice President, 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.
__/s/ Xxxxxxx X. Cassels_____
My commission expires 5/16/02
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______________________________
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)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Note and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Note on the books of the Issuer, 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 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").
