[DESCRIPTION] EXHIBIT 4-E-2
This Debenture is in global form within the meaning of the Indenture
hereinafter referred to and is registered in the name of the Depository or a
nominee of the Depository. Unless and until it is exchanged in whole or in
part for Securities in certificated form, this Security may not be
transferred except as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.
Unless this Debenture is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York) to the Company 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 such
other name as requested by an authorized representative of The Depository
Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL
since the registered owner hereof, Cede & Co., has an interest herein.
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
6.99% Senior Debenture Due 2026
No. 1 CUSIP No. 744516AA3
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED, a corporation
duly organized and existing under the laws of the State of North Carolina
(herein referred to as the "Company," which term includes any successor
corporation under the Indenture referred to hereinafter), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of Fifty Million Dollars on January 15, 2026, and to pay
interest thereon from January 16, 1996 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, semi-annually in arrears on January 15
and July 15 of each year, commencing July 15, 1996, and when the principal
hereof shall have become due and payable, whether at maturity, upon call for
redemption, by declaration of acceleration or otherwise ("Maturity"), at the
rate of 6.99% per annum until the principal hereof shall have become so due
and payable, and on any overdue principal and premium, if any, and (to the
extent that payment of such interest is enforceable under applicable law) on
any overdue installment of interest at the same rate per annum. The amount
of interest payable on any Interest Payment Date shall be computed on the
basis of a 360-day year of twelve 30-day months. In the event that any date
on which interest is payable on the Securities of this series is not a
Business Day, then payment of interest payable on such date will be made on
the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay), with the same force and effect
as if made on such date. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the person in whose name this
Debenture (or one or more Predecessor Securities of the same series) is
registered at the close of business on the Regular Record Date for such
interest installment, which shall be the close of business on the Business
Day 15 days preceding an Interest Payment Date; provided further, however,
that (i) if this Debenture is authenticated after a Regular Record Date and
before the Interest Payment Date therefor, such interest installment shall
be paid on the next succeeding Interest Payment Date to the registered
holder thereof on the Regular Record Date therefor and (ii) interest payable
at Maturity shall be paid to the Person to whom principal is paid. Any such
interest installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered holders on such Regular
Record Date, and may be paid to the person in whose name this Debenture (or
one or more Predecessor Securities of the same series) is registered at the
close of business on a Special Record Date to be fixed by the Trustee for
the payment of such defaulted interest, notice whereof shall be given to the
registered holders of Securities of this series not less than 10 days prior
to such Special Record Date, or may 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 the
Indenture hereinafter referred to. If at any time this Debenture is not in
global form, the principal of and premium, if any, and interest on this
Debenture 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, in any
coin or currency of the United States of America that at the time of payment
is legal tender for payment of public and private debts; provided, however,
that payment of interest on this Debenture may be made at the option of the
Company (i) by check mailed to the registered holder hereof at such address
as shall appear in the Security Register or (ii) by wire transfer to an
account maintained by the person entitled thereto as specified in the
Security Register.
This Debenture 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.
The provisions of this Debenture are contained on the reverse side
hereof and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this Instrument to be
executed.
Dated: January 16, 1996
PUBLIC SERVICE COMPANY OF NORTH CAROLINA,
INCORPORATED
By:/s/ Charles E. Zeigler
Its: Chairman, President and CEO
Attest:
/s/ J. Paul Douglas
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series described in the within-
mentioned Indenture.
First Union National Bank of North Carolina,
as Trustee
By:/s/ Karen Atkinson
Authorized Signatory
This 6.99% Senior Debenture Due 2026 (herein sometimes referred to as
this "Debenture") is one of a duly authorized series of Securities of the
Company, specified in the Indenture (as defined below), all issued or to be
issued in one or more series under and pursuant to an Indenture dated as of
January 1, 1996 duly executed and delivered between the Company and First
Union National Bank of North Carolina, as trustee (herein referred to as the
"Trustee"), as amended and supplemented by the First Supplemental Indenture
dated as of January 1, 1996 between the Company and the Trustee (said
Indenture as so supplemented 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 Securities of this series. By the terms of
the Indenture, the Securities are issuable in series that may vary as to
amount, date of maturity, rate of interest and in other respects as in the
Indenture provided. The Securities of this series are limited in aggregate
principal amount as specified in said Supplemental Indenture.
If an Event of Default with respect to the Securities of this series
shall have occurred and be continuing, the principal of all of such
Securities 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 Debenture 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 Securities 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 modifying
in any manner the rights of the holders of Securities; provided, however,
that no such supplemental indenture shall, among other things, (i) change
the Stated Maturity of any Securities of any series, or reduce the principal
amount thereof, or reduce the rate of interest thereon, or reduce any
premium payable upon the redemption thereof or the amount of any installment
of interest thereon, without the consent of the holder of each Security so
affected or (ii) reduce the aforesaid percentage in principal amount of
Securities that is required to consent to any such supplemental indenture,
without the consent of the holders of each Security then outstanding and
affected thereby. The Indenture also contains provisions permitting the
holders of a majority in aggregate principal amount of the Securities of all
series at the time outstanding affected thereby, on behalf of the holders of
the Securities 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
(x) a default in the payment of the principal of or premium, if any, or
interest on any of the Securities of such series, or (y) a default in
respect of any other covenant or provision that cannot be modified without
the consent of the holder of each Security of such series adversely affected
thereby, in each case which default may be waived by the unanimous consent
of the holders affected. Any such consent or waiver by the registered
holder of this Debenture (unless revoked as provided in the Indenture) shall
be conclusive and binding upon such holder and upon all future holders and
owners of this Debenture and of any Security of the same series 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 Debenture.
No reference herein to the Indenture and no provision of this
Debenture 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 Debenture 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 Debenture is transferable by the registered holder
hereof on the Security Register of the Company, upon surrender of this
Debenture for registration of transfer at the Corporate Trust Office of the
Trustee (or, if at any time this Debenture is not in global form, at the
office or agency of the Company maintained for that purpose in the Borough
of Manhattan, the City of New York), accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company and the Trustee
duly executed by the registered holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new Securities of the same
series of authorized denominations and for the same aggregate principal
amount will be issued to the designated transferee or transferees. No
service charge will be made for any such transfer, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in relation thereto.
Prior to due presentment for registration of this Debenture, the
Company, the Trustee and any agent of the Company or the Trustee may deem
and treat the registered holder hereof as the absolute owner hereof (whether
or not this Debenture shall be overdue) for the purpose of receiving payment
of or on account of the principal hereof and premium, if any, and (subject
to the provisions of the Indenture) interest due hereon and for all other
purposes, and neither the Company nor the Trustee nor any agent of the
Company or the Trustee shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or the
premium, if any, or the interest on this Debenture, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or director, past,
present or future, as such, of the Company or of any predecessor or
successor corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issuance hereof, expressly waived and released.
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
herein and therein set forth, Securities of this series are exchangeable for
a like aggregate principal amount of Securities of this series of a
different authorized denomination, as requested by the holder surrendering
the same.
All terms used in this Debenture that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
[Form of Assignment]
For value received, the undersigned hereby sells, assigns and
transfers unto __________________ the within Debenture, and all rights
thereunder, and hereby irrevocably constitutes and appoints ___________,
attorney to transfer the said Debenture on the Security Register, with full
power of substitution in the premises.
Dated: __________________________
Signature of Assignor
Social Security Number
or Tax Identification
Number of Transferee: ____________________________
Signature guaranteed by
bank, trust company or
member of New York
Stock Exchange: _____________________________
NOTICE: Signature must be guaranteed by an
institution which is a participant in the securities
transfer agent medallion stamp program ("STAMP") or
similar program.
Signature Guaranteed:
____________________________
NOTICE: Signature must be
guaranteed by an institution
which is a participant in the
securities transfer agent medallion
stamp program ("STAMP") or similar
program.