EXHIBIT 4(d)
================================================================================
PUBLIC SERVICE COMPANY OF OKLAHOMA
and
THE BANK OF NEW YORK,
AS TRUSTEE
-------------------
SECOND SUPPLEMENTAL INDENTURE
Dated as of November 26, 2002
Supplemental to the Indenture
dated as of November 1, 2000
6% Senior Notes, Series B, Due 2032
================================================================================
SECOND SUPPLEMENTAL INDENTURE, dated as of November 26, 2002, 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 $200,000,000 to be designated the "6% Senior Notes, Series
B, Due 2032" (the "Series B Notes"), and all action on the part of the Company
necessary to authorize the issuance of the Series B Notes under the Original
Indenture and this Second Supplemental Indenture has been duly taken.
All acts and things necessary to make the Series B Notes, when executed by
the Company and completed, authenticated and delivered by the Trustee as
provided in the Original Indenture and this Second 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 SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises and of the acceptance and purchase of
the Series B 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 Series B 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 Series B Notes attached hereto as Exhibit A.
ARTICLE TWO
Terms and Issuance of the 6% Senior Notes, Series B, Due 2032
SECTION 201. Issue of the Series B Notes.
---------------------------
A series of Senior Notes which shall be designated the "6% Senior Notes,
Series B, Due 2032" 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 Second Supplemental
Indenture (including the form of Global Security set forth in Exhibit A hereto).
The aggregate principal amount of the Series B Notes to be authenticated and
delivered shall be $200,000,000, and no further Series B Notes shall be
authenticated and delivered, except as permitted by the provisions of the
Original Indenture.
SECTION 202. Form of Series B Notes; Incorporation of Terms.
----------------------------------------------
The Series B Notes shall be issued initially in the form of one Global
Security. The form of the Series B Notes shall be substantially in the form of
Exhibit A attached hereto. The terms of such Series B Notes are herein
incorporated by reference and are part of this Second Supplemental Indenture.
SECTION 203. Depositary for Global Securities.
--------------------------------
The Depositary for any Global Securities of the series of which this Series
B 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 Series B 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 101 Barclay
Street, New York, NY 10286, Attention: Corporate Trust Administration.
SECTION 205. Optional Redemption.
-------------------
Subject to the terms of Article Eleven of the Indenture, the Company shall
have the right to redeem the Series B Notes at its option, without premium or
penalty, in whole or, in part, at any time on or after November 26, 2007, at a
redemption price equal to 100% of the principal amount redeemed plus any accrued
but unpaid interest to the date of such redemption.
SECTION 206. Mandatory Redemption.
--------------------
(a) The Series B Notes shall be redeemed in the event (i)(A) the Company
reorganizes, or otherwise transfers a substantial portion of its
assets, and (B) that reorganization or transfer results in the Company
no longer being a regulated utility company, and (C) the Series B
Notes and the Company's obligations under the Indenture are not
assumed by, and do not become the direct and primary obligations of, a
regulated utility company, unless Ambac Assurance Corporation
("Ambac") consents to such reorganization or transfer, (ii) the
Company fails to pay to Ambac an insurance premium pursuant to the
Insurance Agreement, dated as of November 26, 2002 (the "Insurance
Agreement"), between the Company and Ambac unless Ambac waives such
failure or (iii) the Company incurs or issues additional indebtedness
for borrowed money secured by its assets and fails to secure its
repayment obligations to Ambac under the Insurance Agreement unless
Ambac waives such failure.
(b) If the Series B Notes are redeemed pursuant to this Section 205 on or
after November 26, 2007, the redemption price will be 100% of the
principal amount of the Series B Notes plus accrued and unpaid
interest thereon to the date of redemption.
(c) If the Series B Notes are redeemed pursuant to this Section 205 before
November 26, 2007, the redemption price will be equal to the accrued
interest on the Series B Notes to the date of redemption plus the
greater of: (i) 100% of the principal amount of the Series B Notes;
and (ii) the sum of the present value of the principal amount of the
Series B Notes together with the present values of the scheduled
payments of interest on the Series B Notes (not including any portion
of such payments of interest accrued as of the date of redemption)
from the date of redemption to the interest payment date on December
31, 2007 (such time period between the date of redemption and the
interest payment date on December 31, 2007 being referred to as the
"Remaining Term"), in each case discounted to the date of redemption
on a quarterly basis (assuming a 360-day year consisting of twelve
30-day months) at the Adjusted Treasury Rate plus twenty-five (25)
basis points, as calculated by an Independent Investment Banker.
"Adjusted Treasury Rate" means, with respect to any redemption rate
(i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Board of Governors of the
Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under
the caption "Treasury Constant Maturities", for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Remaining Term, yields for the
two published maturities most closely corresponding to the Comparable
Treasury issue shall be determined and the adjusted Treasury Rate
shall be interpolated or extrapolated from such yields on a straight
line basis, rounding to the nearest month); or (ii) if such release
(or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per
annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date. The
Adjusted Treasury Rate shall be calculated on the third business day
preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity
comparable to the Remaining Term of the securities to be redeemed that
would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the Remaining Term of the Series
B Notes.
"Comparable Treasury Price" means (1) the average of five Reference
Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest Reference Treasury Dealer Quotations, or (2) if
the Independent Investment Banker obtains fewer than five such
Reference Treasury Dealer Quotations, the average of all such
quotations.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by us.
"Reference Treasury Dealer" means (I) each of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Salomon Smith Barney Inc. and UBS Warburg
LLC, and their respective successors; provided that, if any of the
foregoing ceases to be a primary U.S. Government securities dealer in
the United States (a "Primary Treasury Dealer"), the Company will
substitute another Primary Treasury Dealer; and (II) any other Primary
Treasury Dealer selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as
determined by the Independent Investment Banker, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the
Independent Investment Banker at 5:00 p.m., New York City time, on the
third business day preceding such redemption date.
SECTION 207. The Insurer.
-----------
To the extent permitted by law and so long as Ambac is in compliance with
its obligations under its Financial Guaranty Insurance Policy No. 20300BE (the
"Financial Guaranty Insurance Policy"), the Financial Guaranty Insurance Policy
is in full force and effect and Ambac is not subject to any bankruptcy,
insolvency or similar proceedings:
(i) Any provision of this Second Supplemental Indenture, any Series B Note
or the Indenture (collectively, the "Financing Documents") expressly
recognizing or granting rights in or to Ambac may not be amended in
any manner which affects the rights of Ambac hereunder or thereunder
without the prior written consent of Ambac.
(ii) Ambac shall be deemed to be the owner of all outstanding Series B
Notes for all purposes (including, without limitation, all approvals,
consents, requests, waivers, authorizations, directions, inspections,
appointments and the institution of any action), provided, that
nothing in this clause (ii) shall impair the rights of any of the
holders of the Series B Notes (the "Securityholders") to receive all
payments due under the Series B Notes. Ambac's consent shall be
required with respect to (a) the execution and delivery of any
supplemental indenture to the Indenture for which the consent of the
Securityholders is required, or any amendment, supplement or change to
or modification of any Financing Document (except as otherwise
provided by Section 901 of the Indenture) and (b) the removal of the
Trustee or any paying agent and selection and appointment of any
successor trustee or paying agent.
(iii)Any reorganization or liquidation plan under applicable bankruptcy
law or similar law with respect to the Company must be acceptable to
Ambac. In the event of any such reorganization or liquidation, Ambac
shall have the right to vote on behalf of all Securityholders who hold
Ambac-insured Series B Notes absent a default by Ambac under the
applicable Financial Guaranty Insurance Policy insuring such Series B
Notes.
(iv) Anything in any Financing Document to the contrary notwithstanding,
upon the occurrence and continuance of an Event of Default, Ambac
shall be entitled to control and direct the enforcement of all rights
and remedies granted to the Securityholders or the Trustee for the
benefit of the Securityholders under the Financing Documents,
including, without limitation: (A) the right to accelerate the
principal of the Series B Notes as described in the Indenture, and (B)
the right to annul any declaration of acceleration, and Ambac shall
also be entitled to approve all waivers of Events of Default with
respect to or effecting the Series B Notes.
(v) While the Financial Guaranty Insurance Policy is in effect, the
Company (and/or the Trustee, where indicated below) shall furnish to
Ambac (to the attention of the Surveillance Department, unless
otherwise indicated):
(a) as soon as practicable after the filing thereof, a copy of any
financial statement of the Company and a copy of any audit and
annual report of the Company;
(b) such additional information it may reasonably request;
(c) a copy of any notice to be given to the registered
Securityholders, including, without limitation, notice of any
redemption or defeasance of the Series B Notes, and any
certificate rendered pursuant to any Financing Document relating
to the Series B Notes, which obligation shall bind the Trustee as
well as the Company;
(d) notice (attention: General Counsel) by the Trustee of any failure
of the Company to provide relevant notices, certificates, etc.
under the Financing Documents; and
(e) notwithstanding any other provision of any Financing Document,
immediate notice (attention: General Counsel) if at any time
there are insufficient moneys to make any payments of principal
and/or interest on the Series B Notes as required and immediate
notice of the occurrence of any Event of Default, which
obligation shall bind the Trustee as well as the Company.
(vi) Notwithstanding anything herein or in any other Financing Document to
the contrary, in the event that the principal and/or interest due on
the Series B Notes shall be paid by Ambac pursuant to the Financial
Guaranty Insurance Policy, (a) the Series B Notes shall remain
"outstanding" for all purposes under the Indenture, not be considered
defeased or otherwise satisfied and not be considered paid by the
Company, (b) except as expressly stated herein or otherwise agreed or
undertaken (I) the Paying Agent, if any, shall have no duties or
obligations relating to any payments made by Ambac and (II) the
Trustee shall not be deemed to have knowledge of any default unless
the Trustee shall have written notice thereof, (c) the assignment and
pledge of the Indenture and all covenants, agreements and other
obligations of the Company to the Securityholders shall continue to
exist and shall run to the benefit of Ambac, and (d) Ambac shall be
subrogated to the rights of such Securityholders to the extent of such
payment.
(vii)As long as the Financial Guaranty Insurance Policy shall be in full
force and effect, the Company, the Trustee and any Paying Agent agree
to comply with the following provisions:
(a) At least one (1) day prior to all Interest Payment Dates the
Trustee or Paying Agent, if any, will determine whether there
will be sufficient funds available to pay the principal of or
interest on the Series B Notes on such Interest Payment Date. If
the Trustee or Paying Agent, if any, determines that there will
be insufficient funds available, the Trustee or Paying Agent, if
any, shall so notify Ambac. Such notice shall specify the amount
of the anticipated deficiency, the Series B Notes to which such
deficiency is applicable and whether such Series B Notes will be
deficient as to principal or interest, or both. If the Trustee or
Paying Agent, if any, has not so notified Ambac at least one (1)
day prior to an Interest Payment Date, Ambac will make payments
of principal or interest due on the Series B Notes on or before
the first (1st) day next following the date on which Ambac shall
have received notice of nonpayment from the Trustee or Paying
Agent, if any.
(b) The Trustee or Paying Agent, if any, shall, after giving notice
to Ambac as provided in (a) above, make available to Ambac and,
at Ambac's direction, to The Bank of New York, in New York, New
York, as insurance trustee for Ambac or any successor insurance
trustee (the "Insurance Trustee"), the registration books of the
Company maintained by the Trustee or Paying Agent, if any, and
all records relating to the funds and accounts (if any)
maintained under the Indenture.
(c) The Trustee or Paying Agent, if any, shall provide Ambac and the
Insurance Trustee with a list of registered owners of Series B
Notes entitled to receive principal or interest payments from
Ambac under the terms of the Financial Guaranty Insurance Policy,
and shall pursuant to arrangements with the Insurance Trustee (I)
mail checks or drafts to the registered owners of Series B Notes
entitled to receive full or partial interest payments from Ambac
and (II) pay principal upon Series B Notes surrendered to the
Insurance Trustee by the registered owners of Series B Notes
entitled to receive full or partial principal payments from
Ambac.
(d) The Trustee or Paying Agent, if any, shall, at the time it
provides notice to Ambac pursuant to (a) above, notify registered
owners of Series B Notes entitled to receive the payment of
principal or interest thereon from Ambac (I) as to the fact of
such entitlement, (II) that Ambac will remit to them, through the
Insurance Trustee or pursuant to arrangements made with the
Insurance Trustee through the Trustee or Paying Agent, if any,
all or a part of the interest payments next coming due upon proof
of Securityholder entitlement to interest payments and delivery
to the Insurance Trustee, in form satisfactory to the Insurance
Trustee, of an appropriate assignment of the registered owner's
right to payment, (III) that should they be entitled to receive
full payment of principal from Ambac, they must surrender their
Series B Notes (along with an appropriate instrument of
assignment in form satisfactory to the Insurance Trustee to
permit ownership of such Series B Notes to be registered in the
name of Ambac) for payment to the Insurance Trustee, who shall
then pass such Series B Notes on to the Trustee or Paying Agent,
if any, for payment of principal upon such Series B Notes and
(IV) that should they be entitled to receive partial payment of
principal from Ambac, for payment of principal on such Series B
Notes they must surrender their Series B Notes for payment
thereon first to the Trustee or Paying Agent, if any, who shall
note on such Series B Notes the portion of the principal paid by
the Trustee or Paying Agent, if any, and then, along with an
appropriate instrument of assignment in form satisfactory to the
Insurance Trustee, to the Insurance Trustee, which will then make
arrangements with the Trustee or the Paying Agent, if any, for
the payment of the unpaid portion of principal.
(e) In the event that the Trustee or Paying Agent, if any, has notice
that any payment of principal of or interest on a Series B Note
which has become Due for Payment (as defined in the Financial
Guaranty Insurance Policy) and which is made to a Securityholder
by or on behalf of the Company has been deemed a preferential
transfer and theretofore recovered from its registered owner
pursuant to the United States Bankruptcy Code by a trustee in
bankruptcy in accordance with the final, nonappealable order of a
court having competent jurisdiction, the Trustee or Paying Agent,
if any, shall, at the time Ambac is notified pursuant to (a)
above, notify all registered owners that in the event that any
registered owner's payment is so recovered, such registered owner
will be entitled to payment from Ambac to the extent of such
recovery if sufficient funds are not otherwise available, and the
Trustee or Paying Agent, if any, shall furnish to Ambac its
records evidencing the payments of principal of and interest on
the Series B Notes which have been made by the Trustee or Paying
Agent, if any, and subsequently recovered from registered owners
and the dates on which such payments were made.
(f) In addition to those rights granted Ambac under the Financing
Documents, Ambac shall, to the extent it makes payment of
principal of or interest on Series B Notes, become subrogated to
the rights of the recipients of such payments in accordance with
the terms of the Financial Guaranty Insurance Policy, and to
evidence such subrogation (1) in the case of subrogation as to
claims for past due interest, the Trustee or Paying Agent, if
any, shall note Ambac's rights as subrogee on the registration
books of the Company maintained by the Trustee or Paying Agent,
if any, upon receipt from Ambac of proof of the payment of
interest thereon to the registered owners of the Series B Notes,
and (2) in the case of subrogation as to claims for past due
principal, the Trustee or Paying Agent, if any, shall note
Ambac's rights as subrogee on the registration books of the
Company maintained by the Trustee or Paying Agent, if any, upon
surrender of the Series B Notes by the registered owners thereof
together with proof of the payment of principal thereof.
(viii) The Trustee or Paying Agent, if any, may be removed at any time, at
the request of Ambac, for any breach of its obligations under the
Financing Documents.
(ix) Ambac shall receive prior written notice of any Trustee (or Paying
Agent) resignation.
(x) Every successor Trustee appointed pursuant to the Indenture shall be a
trust company or bank in good standing located in or incorporated
under the laws of any State of the United States of America, duly
authorized to exercise trust powers and subject to examination by
federal or state authority, having a reported capital and surplus of
not less than $75,000,000 and acceptable to Ambac. Any successor
Paying Agent, if applicable, shall not be appointed unless Ambac
approves such successor in writing.
(xi) Notwithstanding any other provision of the Financing Documents, in
determining whether the rights of the Securityholders will be
adversely affected by any action taken pursuant to the terms and
provisions of the Financing Documents, the Trustee (or Paying Agent)
shall consider the effect on the Securityholders as if there were no
Financial Guaranty Insurance Policy.
(xii)Notwithstanding any other provision of the Financing Documents, no
removal, resignation or termination of the Trustee (or Paying Agent)
shall take effect until a successor, acceptable to Ambac, shall be
appointed.
(xiii) To the extent that the Financing Documents confer upon or give or
grant to Ambac any right, remedy or claim thereunder or by reason
thereof, Ambac is hereby explicitly recognized as being a third-party
beneficiary thereunder and may enforce any such right remedy or claim
conferred, given or granted thereunder.
(xiv)Nothing in the Financing Documents, expressed or implied, is intended
or shall be construed to confer upon, or to give or grant to, any
person or entity, other than the Company, the Trustee, Ambac, the
Paying Agent, if any, and the registered Securityholders, any right,
remedy or claim under or by reason of the Financing Documents or any
covenant, condition or stipulation thereof, and all covenants,
stipulations, promises and agreements in the Financing Documents
contained by and on behalf of the Company shall be for the sole and
exclusive benefit of the Company, the Trustee, Ambac, the Paying
Agent, if any, and the registered Securityholders.
(xv) The Company may not elect to defease the Series B Notes in accordance
with Section 401, 403 or 1009 of the Indenture without having obtained
the prior written consent of Ambac, such consent not to be
unreasonably withheld. No such defeasance shall be effected by the
deposit or delivery of U.S. Government Obligations with or to the
Trustee unless the securities or instruments used for such purpose
would constitute "U.S. Government Obligations" under clause (i) of the
definition of such term.
SECTION 208. Events of Default.
-----------------
It shall be an Event of Default under the Indenture if an "Event of
Default" shall have occurred and be continuing under the Insurance Agreement. If
Ambac waives an Event of Default under the Insurance Agreement or such Event of
Default is cured, then such Event of Default will not be an Event of Default
with respect to the Series B Notes under the Indenture.
SECTION 209. Sinking Funds.
-------------
Article Twelve of the Indenture shall not apply to the Series B Notes.
SECTION 210. Regular Record Date.
-------------------
The "Regular Record Date" will be the close of business on the Business Day
prior to the relevant interest payment date, except that the notes are
certificated, the "Regular Record Date" shall be the close of business on the
March 15, June 15, September 15 or December 15, as the case may be, next
preceding an interest payment date or if such March 15, June 15, September 15 or
December 15 is not a Business Day, the next preceding Business Day.
"Business Day" means any day that is not a day on which banking
institutions in New York City are authorized or required by law or regulation to
close.
ARTICLE THREE
Miscellaneous
SECTION 301. Execution as Supplemental Indenture.
-----------------------------------
This Second Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Original Indenture and, as provided in the
Original Indenture, this Second 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 Second 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 Second Supplemental
Indenture shall bind its successors and assigns, whether so expressed or not.
SECTION 305. Separability Clause.
-------------------
In case any provision in this Second Supplemental Indenture or in the
Series B 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 Second Supplemental Indenture.
-----------------------------------------
Subject to Sections 207(xiii) and (xiv) hereof, nothing in this Second
Supplemental Indenture or in the Series B 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 Second Supplemental Indenture.
SECTION 307. Execution and Counterparts.
--------------------------
This Second 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 Second 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/ Geoffrey S. Chatas
Name: Geoffrey S. Chatas
Title: Assistant Treasurer
Attest:
/s/ Thomas G. Berkemeyer
Name: Thomas G. Berkemeyer
Title: Assistant Secretary
THE BANK OF NEW YORK, as Trustee
By /s/ Joseph A. Lloret
Name: Joseph A. Lloret
Title: Assistant Treasurer
Attest:
/s/Mary Lagumina
Name: Mary Lagumina
Title: Vice President
STATE OF OHIO )
: ss.:
COUNTY OF FRANKLIN )
On the 26th day of November, 2002, personally appeared before me, a Notary
Public within and for said County in the State of Ohio, Geoffrey S. Chatas and
Thomas G. Berkemeyer, to me known and known to me to be respectively the
Assistant 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 Assistant Treasurer and Assistant Secretary for and on behalf of said
corporation and that the same is their free act and deed as such Assistant
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 26th day
of November, 2002.
-----------------------------
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 26th day of November, 2002, personally appeared before me, a Notary
Public within and for said County in the State of New York, ______________ and
_______________, to me known and known to me to be respectively the
______________ 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 ______________ and
______________ for and on behalf of said corporation and that the same is their
free act and deed as such ______________ 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 ____ day of
November, 2002.
-----------------------------
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 (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
to be issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein. Except as otherwise provided
in Section 311 of the Indenture, this Security may be transferred, in whole but
not in part, only to another nominee of the Depository or to a successor
Depository or to a nominee of such successor Depository.
Financial Guaranty Insurance Policy No. 20300BE (the "Policy") with respect to
payments due for principal of and interest on this Note has been issued by Ambac
Assurance Corporation ("Ambac Assurance"). The Policy has been delivered to The
Bank of New York, New York, New York, as the Insurance Trustee under said Policy
and will be held by such Insurance Trustee or any successor insurance trustee.
The Policy is on file and available for inspection at the principal office of
the Insurance Trustee and a copy thereof may be secured from Ambac Assurance or
the Insurance Trustee. All payments required to be made under the Policy shall
be made in accordance with the provisions thereof. The owner of this Note
acknowledges and consents to the subrogation rights of Ambac Assurance as more
fully set forth in the Policy.
No. R-1 8,000,000 Senior Notes,
$25 principal amount each
PUBLIC SERVICE COMPANY OF
OKLAHOMA 6% Senior Notes,
Series B, Due 2032
CUSIP: Original Issue Date: November 26, 2002
Stated Maturity: December 31, 2032 Interest Rate: 6%
Principal Amount: $200,000,000 Redeemable: Yes ___ No ___ In Whole: Yes ___ No
___ In Part: Yes ___ No ___ Mandatory Redemption: At any time and at the
redemption prices described herein Initial Optional Redemption Date: November
26, 2007 Initial Optional Redemption Price: 100%
PUBLIC SERVICE COMPANY OF OKLAHOMA, a corporation duly organized and
existing under the laws of the State of Oklahoma (herein referred to as the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO. or registered assigns, the Principal Amount specified above on the Stated
Maturity specified above, and to pay interest on said Principal Amount from the
Original Issue Date specified above or from the most recent interest payment
date (each such date, an "Interest Payment Date") to which interest has been
paid or duly provided for, quarterly in arrears on March 31, June 30, September
30 and December 31 in each year, commencing March 31, 2003, at the Interest Rate
per annum specified above, until the Principal Amount shall have been paid or
duly provided for. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date, as provided in the Indenture, as hereinafter defined,
shall be paid to the Person in whose name this Note (or one or more Predecessor
Securities) shall have been registered at the close of business on the Regular
Record Date with respect to such Interest Payment Date, which shall be the close
of business on the Business Day next preceding such Interest Payment Date. Any
such interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and shall be paid as
provided in said Indenture.
If any Interest Payment Date, any redemption date or the Stated Maturity is
not a Business Day, then payment of the amounts due on this Note on such date
will be made on the next succeeding Business Day, and no interest shall accrue
on such amounts for the period from and after such Interest Payment Date,
redemption date or Stated Maturity, as the case may be, except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, with the same force and effect as if
made on such date. The principal of (and premium, if any) and the interest on
this Note shall be payable 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 any
coin or currency of the United States of America which at the time of payment is
legal tender for payment of public and private debts; provided, however, that
payment of interest (other than interest payable on the Stated Maturity or any
redemption date) may be made at the option of the Company by check mailed to the
registered holder at such address as shall appear in the Security Register.
This Note is one of a duly authorized series of Notes of the Company
(herein sometimes referred to as the "Notes"), specified in the Indenture, all
issued or to be issued in one or more series under and pursuant to an Indenture
dated as of November 1, 2000 duly executed and delivered between the Company and
The Bank of New York, a national banking association organized and existing
under the laws of the United States, as Trustee (herein referred to as the
"Trustee") (such Indenture, as originally executed and delivered and as
thereafter supplemented and amended being hereinafter referred to as the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Notes. By the terms of the Indenture, the Notes 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. This Note is one of the series of
Notes designated on the face hereof.
Subject to the terms of Article Eleven of the Indenture, the Company shall
have the right to redeem this Note at its option, without premium or penalty, in
whole or, in part, at any time on or after November 26, 2007, at a redemption
price equal to 100% of the principal amount redeemed plus any accrued but unpaid
interest to the date of such redemption.
This Note shall be redeemable and at the redemption prices to the extent
set forth herein, in the Second Supplement Indenture and in the Indenture upon
not less than thirty, but not more than sixty, days previous notice by mail to
the registered owner.
To the extent permitted by law and so long as Ambac is in compliance with
its obligations under the Policy, the Policy is in full force and effect and
Ambac is not subject to any bankruptcy, insolvency or similar proceedings:
(i) any provision of this Note, the Second Supplement Indenture, or the
Indenture (collectively, the "Financing Documents") expressly
recognizing or granting rights in or to Ambac may not be amended in
any manner which affects the rights of Ambac hereunder or thereunder
without the prior written consent of Ambac.
(ii) Ambac shall be deemed to be the owner of all outstanding Notes for all
purposes (including, without limitation, all approvals, consents,
requests, waivers, authorizations, directions, inspections,
appointments and the institution of any action), provided, that
nothing in this clause (ii) shall impair the rights of the holders of
the Notes (the "Securityholders") to receive all payments due under
the Notes. Ambac's consent shall be required with respect to (a) the
execution and delivery of any supplemental indenture to the Indenture
for which the consent of any of the Securityholders is required, or
any amendment, supplement or change to or modification of any
Financing Document (except as otherwise provided by Section 901 of the
Indenture) and (b) the removal of the Trustee or any paying agent and
selection and appointment of any successor trustee or paying agent.
(iii)Any reorganization or liquidation plan under applicable bankruptcy
law or similar law with respect to the Company must be acceptable to
Ambac. In the event of any such reorganization or liquidation, Ambac
shall have the right to vote on behalf of all Securityholders who hold
Ambac-insured Notes absent a default by Ambac under the applicable
Financial Guaranty Insurance Policy insuring such Notes.
(iv) Anything in any Financing Document to the contrary notwithstanding,
upon the occurrence and continuance of an Event of Default, Ambac
shall be entitled to control and direct the enforcement of all rights
and remedies granted to the Securityholders or the Trustee for the
benefit of the Securityholders under the Financing Documents,
including, without limitation: (A) the right to accelerate the
principal of the Notes as described in the Indenture, and (B) the
right to annul any declaration of acceleration, and Ambac shall also
be entitled to approve all waivers of Events of Default with respect
to or effecting the Notes.
(v) While the Financial Guaranty Insurance Policy is in effect, the
Company (and/or the Trustee, where indicated below) shall furnish to
Ambac (to the attention of the Surveillance Department, unless
otherwise indicated):
(a) as soon as practicable after the filing thereof, a copy of any
financial statement of the Company and a copy of any audit and
annual report of the Company;
(b) such additional information it may reasonably request;
(c) a copy of any notice to be given to the registered
Securityholders, including, without limitation, notice of any
redemption or defeasance of the Notes, and any certificate
rendered pursuant to any Financing Document relating to the
Notes, which obligation shall bind the Trustee as well as the
Company;
(d) notice (attention: General Counsel) by the Trustee of any failure
of the Company to provide relevant notices, certificates, etc.
under the Financing Documents; and
(e) notwithstanding any other provision of any Financing Document,
immediate notice (attention: General Counsel) if at any time
there are insufficient moneys to make any payments of principal
and/or interest on the Notes as required and immediate notice of
the occurrence of any Event of Default, which obligation shall
bind the Trustee as well as the Company.
(vi) Notwithstanding anything herein or in any other Financing Document to
the contrary, in the event that the principal and/or interest due on
the Notes shall be paid by Ambac pursuant to the Financial Guaranty
Insurance Policy, (a) the Notes shall remain "outstanding" for all
purposes under the Indenture, not be considered defeased or otherwise
satisfied and not be considered paid by the Company, (b) except as
expressly stated herein or otherwise agreed or undertaken (I) the
Paying Agent, if any, shall have no duties or obligations relating to
any payments made by Ambac and (II) the Trustee shall not be deemed to
have knowledge of any default unless the Trustee shall have written
notice thereof, (c) the assignment and pledge of the Indenture and all
covenants, agreements and other obligations of the Company to the
Securityholders shall continue to exist and shall run to the benefit
of Ambac, and (d) Ambac shall be subrogated to the rights of such
Securityholders to the extent of each such payment.
(vii)As long as the Financial Guaranty Insurance Policy shall be in full
force and effect, the Company, the Trustee and any Paying Agent agree
to comply with the following provisions:
(a) at least one (1) day prior to all Interest Payment Dates the
Trustee or Paying Agent, if any, will determine whether there
will be sufficient funds available to pay the principal of or
interest on the Notes on such Interest Payment Date. If the
Trustee or Paying Agent, if any, determines that there will be
insufficient funds available, the Trustee or Paying Agent, if
any, shall so notify Ambac. Such notice shall specify the amount
of the anticipated deficiency, the Notes to which such deficiency
is applicable and whether such Notes will be deficient as to
principal or interest, or both. If the Trustee or Paying Agent,
if any, has not so notified Ambac at least one (1) day prior to
an Interest Payment Date, Ambac will make payments of principal
or interest due on the Notes on or before the first (1st) day
next following the date on which Ambac shall have received notice
of nonpayment from the Trustee or Paying Agent, if any.
(b) the Trustee or Paying Agent, if any, shall, after giving notice
to Ambac as provided in (a) above, make available to Ambac and,
at Ambac's direction, to The Bank of New York, in New York, New
York, as insurance trustee for Ambac or any successor insurance
trustee (the "Insurance Trustee"), the registration books of the
Company maintained by the Trustee or Paying Agent, if any, and
all records relating to the funds and accounts (if any)
maintained under the Indenture.
(c) the Trustee or Paying Agent, if any, shall provide Ambac and the
Insurance Trustee with a list of registered owners of Notes
entitled to receive principal or interest payments from Ambac
under the terms of the Financial Guaranty Insurance Policy, and
shall pursuant to arrangements with the Insurance Trustee (I)
mail checks or drafts to the registered owners of Notes entitled
to receive full or partial interest payments from Ambac and (II)
pay principal upon Notes surrendered to the Insurance Trustee by
the registered owners of Notes entitled to receive full or
partial principal payments from Ambac.
(d) the Trustee or Paying Agent, if any, shall, at the time it
provides notice to Ambac pursuant to (a) above, notify registered
owners of Notes entitled to receive the payment of principal or
interest thereon from Ambac (I) as to the fact of such
entitlement, (II) that Ambac will remit to them, through the
Insurance Trustee or pursuant to arrangements made with the
Insurance Trustee through the Trustee or Paying Agent, if any,
all or a part of the interest payments next coming due upon proof
of Securityholder entitlement to interest payments and delivery
to the Insurance Trustee, in form satisfactory to the Insurance
Trustee, of an appropriate assignment of the registered owner's
right to payment, (III) that should they be entitled to receive
full payment of principal from Ambac, they must surrender their
Notes (along with an appropriate instrument of assignment in form
satisfactory to the Insurance Trustee to permit ownership of such
Notes to be registered in the name of Ambac) for payment to the
Insurance Trustee, who shall then pass such Notes on to the
Trustee or Paying Agent, if any, for payment of principal upon
such Notes and (IV) that should they be entitled to receive
partial payment of principal from Ambac, for payment of principal
on such Notes they must surrender their Notes for payment thereon
first to the Trustee or Paying Agent, if any, who shall note on
such Notes the portion of the principal paid by the Trustee or
Paying Agent, if any, and then, along with an appropriate
instrument of assignment in form satisfactory to the Insurance
Trustee, to the Insurance Trustee, which will then make
arrangements with the Trustee or the Paying Agent, if any, for
the payment of the unpaid portion of principal.
(e) in the event that the Trustee or Paying Agent, if any, has notice
that any payment of principal of or interest on a Note which has
become Due for Payment (as defined in the Financial Guaranty
Insurance Policy) and which is made to a Securityholder by or on
behalf of the Company has been deemed a preferential transfer and
theretofore recovered from its registered owner pursuant to the
United States Bankruptcy Code by a trustee in bankruptcy in
accordance with the final, nonappealable order of a court having
competent jurisdiction, the Trustee or Paying Agent, if any,
shall, at the time Ambac is notified pursuant to (a) above,
notify all registered owners that in the event that any
registered owner's payment is so recovered, such registered owner
will be entitled to payment from Ambac to the extent of such
recovery if sufficient funds are not otherwise available, and the
Trustee or Paying Agent, if any, shall furnish to Ambac its
records evidencing the payments of principal of and interest on
the Notes which have been made by the Trustee or Paying Agent, if
any, and subsequently recovered from registered owners and the
dates on which such payments were made.
(f) in addition to those rights granted Ambac under the Financing
Documents, Ambac shall, to the extent it makes payment of
principal of or interest on Notes, become subrogated to the
rights of the recipients of such payments in accordance with the
terms of the Financial Guaranty Insurance Policy, and to evidence
such subrogation (1) in the case of subrogation as to claims for
past due interest, the Trustee or Paying Agent, if any, shall
note Ambac's rights as subrogee on the registration books of the
Company maintained by the Trustee or Paying Agent, if any, upon
receipt from Ambac of proof of the payment of interest thereon to
the registered owners of the Notes, and (2) in the case of
subrogation as to claims for past due principal, the Trustee or
Paying Agent, if any, shall note Ambac's rights as subrogee on
the registration books of the Company maintained by the Trustee
or Paying Agent, if any, upon surrender of the Notes by the
registered owners thereof together with proof of the payment of
principal thereof.
(viii) The Trustee or Paying Agent, if any, may be removed at any time, at
the request of Ambac, for any breach of its obligations under the
Financing Documents.
(ix) Ambac shall receive prior written notice of any Trustee (or Paying
Agent) resignation.
(x) Every successor Trustee appointed pursuant to the Indenture shall be a
trust company or bank in good standing located in or incorporated
under the laws of any State of the United States of America, duly
authorized to exercise trust powers and subject to examination by
federal or state authority, having a reported capital and surplus of
not less than $75,000,000 and acceptable to Ambac. Any successor
Paying Agent, if applicable, shall not be appointed unless Ambac
approves such successor in writing.
(xi) Notwithstanding any other provision of the Financing Documents, in
determining whether the rights of the Securityholders will be
adversely affected by any action taken pursuant to the terms and
provisions of the Financing Documents, the Trustee (or Paying Agent)
shall consider the effect on the Securityholders as if there were no
Financial Guaranty Insurance Policy.
(xii)Notwithstanding any other provision of the Financing Documents, no
removal, resignation or termination of the Trustee (or Paying Agent)
shall take effect until a successor, acceptable to Ambac, shall be
appointed.
(xiii) To the extent that the Financing Documents confer upon or give or
grant to Ambac any right, remedy or claim thereunder or by reason
thereof, Ambac is hereby explicitly recognized as being a third-party
beneficiary thereunder and may enforce any such right remedy or claim
conferred, given or granted thereunder.
(xiv)Nothing in the Financing Documents, expressed or implied, is intended
or shall be construed to confer upon, or to give or grant to, any
person or entity, other than the Company, the Trustee, Ambac, the
Paying Agent, if any, and the registered Securityholders, any right,
remedy or claim under or by reason of the Financing Documents or any
covenant, condition or stipulation thereof, and all covenants,
stipulations, promises and agreements in the Financing Documents
contained by and on behalf of the Company shall be for the sole and
exclusive benefit of the Company, the Trustee, Ambac, the Paying
Agent, if any, and the registered Securityholders.
(xv) The Company may not elect to defease the Series B Notes in accordance
with Section 401, 403 or 1009 of the Indenture without having obtained
the prior written consent of Ambac, such consent not to be
unreasonably withheld. No such defeasance shall be effected by the
deposit or delivery of U.S. Government Obligations with or to the
Trustee unless the securities or instruments used for such purpose
would constitute "U.S. Government Obligations" under clause (i) of the
definition of such term.
It shall be an Event of Default under the Indenture if an "Event of
Default" shall have occurred and be continuing under the Insurance Agreement,
dated as of November 26, 2002, between the Company and Ambac. If Ambac waives an
Event of Default under the Insurance Agreement or such Event of Default is
cured, then such Event of Default will not be an Event of Default with respect
to the Senior Notes under the Indenture.
The Company shall not be required to (i) issue, exchange or register the
transfer of any Notes during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of less than all
the outstanding Notes of the same series and ending at the close of business on
the day of such mailing, nor (ii) register the transfer of or exchange of any
Notes of any series or portions thereof called for redemption. This Global Note
is exchangeable for Notes in definitive registered form only under certain
limited circumstances set forth in the Indenture.
In the event of redemption of this Note in part only, a new Note or Notes
of this series, of like tenor, for the unredeemed portion hereof will be issued
in the name of the Holder hereof upon the surrender of this Note.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Notes may 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 Note upon compliance by the Company with certain conditions
set forth therein.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Notes of each series affected at the time outstanding,
as defined in the Indenture, to execute supplemental indentures for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Holders of the Notes; provided, however, that no
such supplemental indenture shall (i) extend the fixed maturity of any Notes of
any series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any premium payable upon the
redemption thereof, or reduce the amount of the principal of a Discount Security
that would be due and payable upon a declaration of acceleration of the maturity
thereof pursuant to the Indenture, without the consent of the holder of each
Note then outstanding and affected; (ii) reduce the aforesaid percentage of
Notes, the holders of which are required to consent to any such supplemental
indenture, or reduce the percentage of Notes, the holders of which are required
to waive any default and its consequences, without the consent of the holder of
each Note then outstanding and affected thereby; or (iii) modify any provision
of Section 502 of the Indenture (except to increase the percentage of principal
amount of securities required to rescind and annul any declaration of amounts
due and payable under the Notes), without the consent of the holder of each Note
then outstanding and affected thereby. The Indenture also contains provisions
permitting the Holders of a majority in aggregate principal amount of the Notes
of all series at the time outstanding affected thereby, on behalf of the Holders
of the Notes of such series, to waive any past default in the performance of any
of the covenants contained in the Indenture, or established pursuant to the
Indenture with respect to such series, and its consequences, except a default in
the payment of the principal of or premium, if any, or interest on any of the
Notes of such series. Any such consent or waiver by the registered Holder of
this Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this Note and
of any Note issued in exchange herefor or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and in the money
herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, this Note is transferable by the registered holder hereof on the Security
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company as may be designated by the
Company accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the registered
Holder hereof or his or her attorney duly authorized in writing, and thereupon
one or more new Notes of authorized denominations and for the same aggregate
principal amount and series 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 due presentment for registration of transfer of this Note, the
Company, the Trustee, any paying agent and any Security Registrar may deem and
treat the registered Holder hereof as the absolute owner hereof (whether or not
this Note shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Security Registrar) for the purpose
of receiving payment of or on account of the principal hereof and premium, if
any, and interest due hereon and for all other purposes, and neither the Company
nor the Trustee nor any paying agent nor any Security Registrar shall be
affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on this Note, 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.
The Notes of this series 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, Notes of this series are
exchangeable for a like aggregate principal amount of Notes of this series of a
different authorized denomination, as requested by the Holder surrendering the
same.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.
IN WITNESS WHEREOF, the Company has caused this Instrument to be
executed.
PUBLIC SERVICE COMPANY OF OKLAHOMA
By:___________________________
Assistant Treasurer
Attest:
By:___________________________
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series of Notes designated in accordance
with, and referred to in, the within-mentioned Indenture.
Dated: November 26, 2002
THE BANK OF NEW YORK, as Trustee
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").