Exhibit B-1
FORM OF COMMERCIAL PAPER MASTER NOTE
________________________
(DATE OF ISSUANCE)
_____________________________________________ (the "Issuer"), a
corporation organized and existing under the laws of the State
of ________________, for value received, hereby promises to pay
to _________________ or registered assigns on the maturity date
of each obligation identified on the records of the Issuer
(which records are maintained by ______________________________
[the "Paying Agent"]) the principal amount for each such obli-
gation. Payment shall be made by wire transfer to the regis-
tered owner from the Paying Agent without the necessity of pre-
sentation and surrender of this Master Note.
This Master Note is a valid and binding obligation of the
Issuer.
___________________________________ ___________________________________
(As Guarantor) (As Issuer)
By:________________________________ By:________________________________
(Authorized Officer's Signature) (Authorized Officer's Signature)
___________________________________ ___________________________________
(Print Name and Title) (Print Name and Title)
-2-
At the request of the registered owner, the Issuer shall
promptly issue and deliver one or more separate note certifi-
xxxxx evidencing each obligation evidenced by this Master Note.
As of the date any such note certificate or certificates are
issued, the obligations which are evidenced thereby shall no
longer be evidenced by this Master Note.
_______________________________________________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto
_______________________________________________________________
(Name, Address, and Taxpayer Identification Number of Assignee)
the Master Note and all rights thereunder, hereby irrevocably
constituting and appointing _____________________________
Attorney to transfer said Master Note on the books of the
Issuer with full power of substitution in the premises.
Dated: _________________________________
Signature
Signature(s) Guaranteed:
NOTICE: The signature on this
assignment must correspond with the
name as written upon the face of
this Master Note, in every particu-
lar, without alteration or enlarge-
ment or any change whatsoever.
-3-
_______________________________________________________________
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRE-
SENTATIVE OF THE DEPOSITORY TRUST COMPANY (00 XXXXX XXXXXX, XXX
XXXX, XXX XXXX) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANS-
FER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.]
