PUBLIC SERVICE ELECTRIC AND GAS COMPANY
and
FIRST FIDELITY BANK, NATIONAL ASSOCIATION, as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of September 1, 1995
to
INDENTURE
Dated as of November 1, 1994
8% Deferrable Interest Subordinated Debentures, Series B
TABLE OF CONTENTS
Page
ARTICLE 1 ....................................................... 2
SECTION 1.01........................................... 2
ARTICLE 2 ....................................................... 2
SECTION 2.01........................................... 2
ARTICLE 3 ....................................................... 4
SECTION 3.01........................................... 4
ARTICLE 4 ....................................................... 4
SECTION 4.01........................................... 4
SECTION 4.02........................................... 4
SECTION 4.03........................................... 5
SECTION 4.04........................................... 5
SECTION 4.05........................................... 5
SECTION 4.06........................................... 5
SECTION 4.07........................................... 6
i
FIRST SUPPLEMENTAL INDENTURE, dated as of September 1, 1995 by and between
Public Service Electric and Gas Company, a corporation duly organized and
existing under the laws of the State of New Jersey (the "Company" ) and First
Fidelity Bank, National Association, a national banking association organized
and existing under the laws of the United States of America, as trustee (the
"Trustee") under the Indenture dated as of November 1, 1994 between the Company
and the Trustee.
WHEREAS, the Company executed and delivered the Indenture dated as of
November 1, 1994 to the Trustee to provide for the issuance of its deferrable
interest subordinated debentures (the "Debentures") in series from time to time
as might be determined by the Company and pursuant thereto, the Company has
issued its 9-3/8% Deferrable Interest Subordinated Debentures, Series A.
WHEREAS, the Company is the general partner of Public Service Electric and
Gas Capital, L.P., a New Jersey limited partnership (the "Partnership"), which
intends to issue an additional series of its limited partner interests
designated 8% Cumulative Monthly Income Preferred Securities, Series B (the
"Series B Preferred Securities") and to loan the proceeds thereof, together with
the investment by the Company, as its sole general partner, in the Partnership
to the Company.
WHEREAS, in order to evidence its intention to make such loan and to accept
the Debentures as evidence of such loan, and its approval of the terms of the
Series B Debentures (as hereinafter defined), the Partnership has joined in this
First Supplemental Indenture.
WHEREAS, the Company has authorized the issuance of its 8% Deferrable
Interest Subordinated Debentures, Series B (the "Series B Debentures") to
evidence its obligations with respect to the loan from the Partnership of the
proceeds of the Series B Preferred Securities and the related investment by the
Company, as its sole general partner, in the Partnership, and to provide
therefor, the Company has duly authorized the execution and delivery of this
First Supplemental Indenture.
WHEREAS, all things necessary to make the Series B Debentures when duly
issued and executed by the Company and authenticated and delivered hereunder,
the valid obligations of the Company, and to make this First Supplemental
Indenture a valid and binding agreement of the Company, in accordance with its
terms, have been done.
NOW THEREFORE:
Each of the Company and the Trustee, intending to be legally bound hereby,
agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the holders of the Debentures, including the Series B
Debentures:
ARTICLE 1
DEFINITIONS
SECTION 1.01 Definitions.
The following terms used in this First Supplemental Indenture shall have
the following meanings:
"Additional Interest", with respect to the Series B Debentures, means an
amount equal to and payable at the same time as any Additional Amounts payable
on the Series B Preferred Securities, as defined in the action pursuant to the
Limited Partnership Agreement creating the Series B Preferred Securities, plus
amounts, if any, which the Partnership would be required to pay as taxes,
duties, assessments or governmental charges of whatever nature (other than
withholding taxes) imposed by the United States, or any other taxing authority,
with respect to the Series B Debentures so that the net amounts received and
retained by the Partnership after paying any such taxes, duties, assessments, or
governmental charges will not be less than the amounts the Partnership would
have received had no such taxes, duties, assessments or governmental charges
been imposed.
"Debentureholder" or "Holder" means a Person in whose name a Series B
Debenture is registered on the Registrar's books.
"Series B Debentures" means any of the Company's 8% Deferrable Interest
Subordinated Debentures, Series B issued under this Indenture.
"Series B Preferred Securities" means the limited partner interests
designated 8% Cumulative Monthly Income Preferred Securities, Series B issued by
the Partnership.
Each of the other terms used in this First Supplemental Indenture that is
defined in the Indenture and not defined herein shall have the meaning assigned
to it in the Indenture.
ARTICLE 2
THE SERIES B DEBENTURES
SECTION 2.01 Terms and Form of the Series B Debentures
The Series B Debentures shall be designated "Public Service Electric and
Gas Company 8% Deferrable Interest Subordinated Debentures, Series B." The
Series B Debentures and the Trustee's Certificate of Authentication shall be
substantially in the form of Exhibit A attached hereto. The terms and provisions
contained in the Series B Debentures shall constitute, and are hereby expressly
made, a part of this First Supplemental Indenture. The Company and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.
The aggregate principal amount of Series B Debentures outstanding at any
time may not exceed $61,855,670 except as provided in Section 2.09 of the
Indenture to be initially authenticated and delivered from time to time upon
delivery to the Trustee of the items specified in Section 2.04(d) of the
Indenture.
The Stated Maturity Date of the Series B Debentures is September 15, 2044.
The interest rate of the Series B Debentures is 8% per annum plus Additional
Interest, if any.
The Interest Payment Dates for the Series B Debentures are the last
calendar day of each month of each year commencing September 30, 1995. In the
event that any date on which interest is payable on the Series B Debentures is
not a Business Day, then payment of interest payable on such date will be made
on the next day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date. The Regular Record Date for each Interest Payment Date for the
Series B Debentures shall be the 15th day of each month, provided that if the
Partnership is the sole Holder of the Series B Debentures or the Series B
Debentures are issued in book-entry-only form, the Regular Record Date shall be
the close of business on the Business Day next preceding such Interest Payment
Date.
Each Series B Debenture shall bear interest from its Issue Date or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for with respect to such Series B Debenture; except that, so long as
there is no existing Defaulted Interest or Extension Period on the Series B
Debentures, any Series B Debenture authenticated by the Trustee between the
Regular Record Date for any Interest Payment Date and such Interest Payment Date
shall bear interest from such Interest Payment Date.
Overdue principal of, and interest on, any Series B Debenture and interest
which has been deferred pursuant to Section 4.01(b) of the Indenture shall bear
interest (to the extent that the payment of such interest shall be legally
enforceable) at a rate per annum equal to the interest rate per annum, including
Additional Interest, if any, payable on such Series B Debenture.
The Series B Debentures shall be issuable only in registered form without
coupons and only in denominations of $25 and any integral multiple thereof.
The Trustee shall initially be the Paying Agent for the Series B
Debentures.
ARTICLE 3
REDEMPTION
SECTION 3.01 Redemption; Notice to Trustee.
(a) The Series B Debentures are subject to redemption prior to maturity as
provided therein.
(b) The Series B Debentures shall be subject to mandatory redemption upon
the dissolution and winding up of the Partnership, unless, in connection
therewith, the Series B Debentures are distributed to the holders of the Series
B Preferred Securities in accordance with the terms thereof.
(c) Any redemption of the Series B Debentures shall be made in the manner,
upon the terms and with the effect, all as provided in Sections 3.01(c), 3.02,
3.03, 3.04, 3.05 and 3.06 of the Indenture.
ARTICLE 4
MISCELLANEOUS
SECTION 4.01 Confirmation of Indenture.
As amended and supplemented by this First Supplemental Indenture, the
Indenture is in all respects ratified and confirmed and the Indenture and this
First Supplemental Indenture shall be read, taken and construed as one and the
same instrument.
SECTION 4.02 Notices.
Any notice or communication shall be in writing and delivered in person or
mailed by first-class mail, postage prepaid, addressed as follows:
if to the Company:
Public Service Electric and Gas Company
80 Park Plaza, T6B
P.O. Box 570
Newark, New Jersey 07101
Attention: Treasurer
if to the Trustee:
First Fidelity Bank, National Association
765 Broad Street
Newark, New Jersey 07101
Attention: Corporate Trust Department
The Company or the Trustee, by giving notice to the other, may designate
additional or different addresses for subsequent notices of communications. The
Company shall notify the holder, if any, of Senior Indebtedness of any such
additional or different addresses of which the Company receives notice from the
Trustee.
Any notice or communication given to a Debentureholder other than the
Partnership shall be mailed to the Debentureholder at the Debentureholder's
address as it appears on the Register of the Registrar and shall be sufficiently
given if mailed within the time prescribed.
Failure to mail a notice or communication to a Debentureholder or any
defect in it shall not affect its sufficiency with respect to other
Debentureholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not received by the addressee.
If the Company mails a notice or communication to the Debentureholders, it
shall mail a copy to the Trustee and each Registrar, Paying Agent or
co-Registrar.
SECTION 4.03 Severability Clause.
If any provision in this Indenture or in the Series B Debentures 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 4.04 No Recourse Against Others.
No director, officer, employee or stockholder, as such, of the Company
shall have any liability for any obligations of the Company under the Series B
Debentures or this First Supplemental Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Series B Debenture, each Debentureholder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the
issue of the Series B Debentures.
SECTION 4.05 Successors.
All agreements of the Company in this First Supplemental Indenture and the
Series B Debentures shall bind its successors and assigns. All agreements of the
Trustee in this First Supplemental Indenture shall bind its successors and
assigns.
SECTION 4.06 Multiple Original Copies of this Indenture.
The parties may sign any number of copies of this First Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. Any signed copy shall be sufficient proof of this
First Supplemental Indenture.
SECTION 4.07 Table of Contents; Headings, Etc.
The Table of Contents, Cross-Reference Table, and headings of the Articles
and Sections of this First Supplemental Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and shall
in no way modify or restrict any of the terms or provisions hereof.
SIGNATURES
IN WITNESS WHEREOF, the undersigned, being duly
authorized, have executed this First Supplemental Indenture on behalf of the
respective parties hereto as of the date first above written.
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
By: FRANCIS J. RIEPL
----------------
Name: Francis J. Riepl
Title: Vice President and Treasurer
FIRST FIDELITY BANK, NATIONAL ASSOCIATION, as Trustee
By: MELISSA MATTHEWS
----------------
Name: Melissa Matthews
Title: Vice President
Public Service Electric and Gas Capital, L.P.
By: Public Service Electric and Gas Company,
its sole general partner
By: FRANCIS J. RIEPL
----------------
Name: Francis J. Riepl
Title: Vice President and Treasurer
Solely for the purposes stated in the recitals hereto.
Exhibit A
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
8% Deferrable Interest Subordinated Debenture,
Series B
No. 1
Public Service Electric and Gas Company, a New Jersey corporation (the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Public
Service Electric and Gas Capital, L.P. or registered assigns, the principal sum
of Sixty-one Million Eight Hundred Fifty-Five Thousand and Six Hundred Seventy
Dollars ($61,855,670) on September 15, 2044, and to pay interest on said
principal sum from September 15, 1995 or from the most recent Interest Payment
Date (as defined below) to which interest has been paid or duly provided for,
monthly in arrears on the last day of each calendar month of each year
commencing September 30, 1995 (each, an "Interest Payment Date") at the rate of
8% per annum plus Additional Interest, if any, until the principal hereof shall
have become due and payable, and on any overdue principal 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 Interest Payment
Date is not a Business Day, then interest will be payable on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case 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 is registered at the close of
business on the Regular Record Date for such interest installment, which shall
be the 15th day of each month, provided that if all of the Series B Debentures
(as defined below) are then held by the Partnership or the Series B Debentures
are held in book-entry-only form, the Regular Record Date shall be the close of
business on the Business Day next preceding such Interest Payment Date. Any such
interest installment not punctually paid or duly provided for shall forthwith
cease to be payable to the Holders on such Regular Record Date, and may be paid
to the person in whose name this Debenture is registered at the close of
business on a Special Record Date to be fixed by the Trustee (as defined below)
for the payment of such defaulted interest, notice whereof shall be given to the
Holders of the Series B Debentures not less than 7 days prior to such Special
Record Date, as more fully provided in the Indenture.
Payment of the principal of and interest on this Debenture will be made in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. Payments of interest on
an Interest Payment Date will be made by check mailed to the Holder hereof at
the address shown in the Register or, at the option of the Holder hereof, to
such other place in the United States of America as Holder hereof shall
designate to the Trustee in writing. At the request of a Holder of at least
$10,000,000 aggregate principal amount of Series B Debentures, interest on such
Debentures will be payable by wire transfer within the continental United States
in immediately available funds to the bank account number specified in writing
by such holder to the Registrar prior to the Regular Record Date.
The principal amount hereof and interest due on the Stated Maturity Date or
a Redemption Date (other than an Interest Payment Date) will be paid only upon
surrender of this Debenture at the principal corporate trust office of First
Fidelity Bank, National Association, Paying Agent, in Newark, New Jersey, or at
such other office or agency of the Paying Agent as the Company shall designate
by written notice to the Holder of this Debenture.
The indebtedness evidenced by this Debenture is, to the extent provided in
the Indenture, subordinate and subject in right of payment to the prior payment
in full of all Senior Indebtedness, and this Debenture is issued subject to the
provisions of the Indenture with respect thereto. The Holder of this Debenture,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes. The Holder hereof, by his acceptance hereof, hereby waives all notice
of the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such Holder upon said
provisions.
This Debenture is one of a duly authorized series of Debentures of the
Company (herein sometimes referred to as the "Series B Debentures"), specified
in the Indenture, limited in aggregate principal amount to $61,855,670 issued
under and pursuant to an Indenture dated as of November 1, 1994 executed and
delivered between the Company and First Fidelity Bank, National Association, as
trustee (the "Trustee"), as supplemented by the First Supplemental Indenture
dated as of September 1, 1995 between the Company and the Trustee (said
Indenture as so supplemented being hereinafter referred to as the "Indenture").
Reference is made to the Indenture and all indentures supplemental thereto for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Debentures. By the terms of the Indenture, subordinated debentures (the
"Debentures") 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.
The Series B Debentures are subject to mandatory redemption prior to
maturity at 100% of the principal amount thereof plus accrued interest to the
Redemption Date as follows:
(i) in whole upon the dissolution and winding up
of the Partnership, unless, in connection
with such dissolution and winding up, the
Series B Debentures are distributed to the
holders of the 8% Cumulative Monthly Income
Preferred Securities, Series B (the "Series
B Preferred Securities") in accordance with
the terms thereof; and
(ii) in whole or in part upon a redemption of the
Series B Preferred Securities, but if in
part, in an aggregate principal amount equal
to the aggregate stated liquidation
preference of the Series B Preferred
Securities redeemed.
At the option of the Company, the Series B Debentures are redeemable prior
to maturity (i) at any time after the Company is required to pay Additional
Interest on the Series B Debentures, in whole or in part, (ii) at any time on or
after September 15, 2000, in whole or in part, and (iii) if a Tax Event shall
occur and be continuing, in whole (but not in part), in each case at 100% of the
principal amount thereof plus accrued interest to the Redemption Date. "Tax
Event" shall mean that the Partnership shall have received an opinion of counsel
(which may be regular counsel to the Company or an Affiliate, but not an
employee thereof) experienced in such matters to the effect that, as a result of
any amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein affecting taxation, or as a
result of any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or such interpretation or pronouncement is announced on or after the
date of original issuance of the Series B Preferred Securities, there is more
than an insubstantial risk that (i) the Partnership is subject to United States
Federal income tax with respect to interest received on the Debentures or (ii)
interest payable by the Company to the Partnership on the Debentures will not be
deductible for United States Federal income tax purposes or the Partnership will
otherwise not be taxed as a partnership or (iii) the Partnership is subject to
more than a de minimis amount of other taxes, duties, assessments or other
governmental charges.
At least 30 days but not more than 60 days before the Redemption Date, the
Trustee shall mail or caused to be mailed a notice of redemption by first-class
mail, postage prepaid, to each Holder of Debentures to be redeemed.
In the event of redemption of this Debenture in part only, a new Series B
Debenture or Debentures for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of and interest on all of the
Debentures 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.
Subject to certain exceptions in the Indenture which require the consent of
every Holder, the Company and the Trustee may amend the Indenture or the
Debentures issued thereunder or may waive future compliance by the Company with
any provisions of the Indenture or the Debentures issued thereunder (i) if the
Partnership is the sole Holder of the Debentures issued thereunder, with the
written consent of the Special Representative or, if no Special Representative
has been appointed, the Partnership, at the direction of the holders of 66 2/3%
of the aggregate stated liquidation preference of the Preferred Securities at
the time outstanding, or (ii) if the Partnership is not the sole Holder of the
Debentures, with the consent of the Holders of at least 66 2/3% in aggregate
principal amount of the Debentures issued under the Indenture at the time
outstanding. Subject to certain exceptions in the Indenture, without the consent
of any Holder of the Debentures issued under the Indenture, the Company and the
Trustee may amend the Indenture or the Debentures to cure any ambiguity, defect
or inconsistency, to bind a successor to the obligations of the Indenture, to
provide for uncertificated Debentures in addition to certificated Debentures, to
comply with any requirements of the Debentures and the Securities and Exchange
Commission in connection with the qualification of the Indenture under the TIA,
or to make any change that, in the reasonable judgment of the Company, does not
adversely affect the rights of any Holder of the Debentures. Amendments bind all
Holders and subsequent Holders of Debentures.
No reference herein to the Indenture and no provision of this Debenture or
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Debenture at the time and place and at the rate and in the money herein
prescribed.
So long as an Event of Default has not occurred and is continuing, the
Company shall have the right at any time and from time to time to extend the
interest payment period of the Debentures issued under the Indenture, including
the Series B Debentures, to up to 60 consecutive months (the "Extended Interest
Payment Period"), provided that no Extended Interest Payment Period shall extend
beyond the Stated Maturity Date or Redemption Date of any Debenture issued under
the Indenture. At the end of the Extended Interest Payment Period, the Company
shall pay all interest then accrued and unpaid (together with interest thereon
at the respective rates specified for the Debentures, including the Series B
Debentures, to the extent that payment of such interest is enforceable under
applicable law). During such Extended Interest Payment Period, the Company may
not declare or pay any dividend on, redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock. Prior to the
termination of any such Extended Interest Payment Period, the Company may
further extend such Extended Interest Payment Period, provided that such
Extended Interest Payment Period together with all such previous and further
extensions thereof shall not exceed 60 consecutive months. At the termination of
any such Extended Interest Payment Period and upon the payment of all amounts
then due, the Company may select a new Extended Interest Payment Period, subject
to the foregoing restrictions.
Series B Debentures 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 therein set forth, this Debenture
is exchangeable for a like aggregate principal amount of Series B Debentures of
a different authorized denomination, as requested by the Holder surrendering the
same.
As provided in the Indenture and subject to certain limitations therein set
forth, this Debenture is transferable by the Holder hereof upon surrender of
this Debenture for registration of transfer at the office or agency of the
Registrar accompanied by a written instrument or instruments of transfer in form
satisfactory to the Registrar duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Series B Debentures 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 presentment for registration of transfer of this Debenture, the
Company, the Trustee, any Paying Agent and any Registrar may deem and treat the
Holder hereof as the absolute owner hereof (whether or not this Debenture shall
be overdue and notwithstanding any notice of ownership or writing hereon made by
anyone other than the Registrar) for the purpose of receiving payment of or on
account of the principal hereof and interest due hereon and for all other
purposes, and neither the Company nor the Trustee nor any Paying Agent nor any
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 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.
Each term used in this Debenture which is defined in the Indenture and not
defined herein shall have the meaning assigned to it in the Indenture.
This Debenture shall not be valid until an authorized signatory of the
Trustee manually signs and dates the Trustee's Certificate of Authentication
below.
IN WITNESS WHEREOF, the Company has caused this Debenture to be signed
manually or by facsimile by a duly authorized officer and a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
By: FRANK J. RIEPL
--------------
[SEAL] Name: Franci J. Riepl
Title: Vice President and Treasurer
Attest:
R.S. SMITH
- ----------------------
Assistant Secretary
Dated: September 15, 1995
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debentures of the series of Debentures referred to in
the within-mentioned First Supplemental Indenture.
FIRST FIDELITY BANK, NATIONAL ASSOCIATION, as Trustee
By: MELISSA MATTHEWS
-----------------
Name: Melissa Matthews
Authorized Signatory
ASSIGNMENT FORM
To assign this Debenture, fill in the form below: (I) or (we) assign and
transfer this Debenture to:
- ---------------------------------------------------------------
(Insert assignee's social security or tax I.D. number)
- ----------------------------------------------------------------
(Print or type assignee's name, address and zip code)
and irrevocably appoint ______________________________ agent to transfer
this Debenture on the books of the Debenture Register. The agent may substitute
another to act for him.
Dated: ________________ Signature: ________________________
(Sign exactly as your name
appears on the other side of
this Debenture)
Signature Guaranty: ________________________