VIRGINIA ELECTRIC AND POWER COMPANY
TO
THE CHASE MANHATTAN BANK
Trustee
-------------------------
First Supplemental Indenture
Dated as of June 1 , 1998
-------------------------
$150,000,000
1998 Series A 7.15% Senior Notes
due June 30, 2038
TABLE OF CONTENTS 1
ARTICLE 1
SERIES A 7.15% SENIOR NOTES
SECTION 101. Establishment............................................ 1
SECTION 102. Definitions.............................................. 2
SECTION 103. Payment of Principal and Interest........................ 4
SECTION 104. Denominations............................................ 5
SECTION 105. Global Securities........................................ 5
SECTION 106. Redemption............................................... 6
SECTION 107. Additional Interest...................................... 7
SECTION 108. Listing of Series A Notes................................ 9
SECTION 109. Paying Agent............................................. 9
ARTICLE 2
MISCELLANEOUS PROVISIONS
SECTION 201. Recitals by Corporation.................................. 10
SECTION 202. Ratification and Incorporation of Original Indenture..... 10
SECTION 203. Executed in Counterparts................................. 10
SECTION 204. Assignment............................................... 10
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(1) This Table of Contents does not constitute part of the Indenture or have any
bearing upon the interpretation of any of its terms and provisions.
THIS FIRST SUPPLEMENTAL INDENTURE is made as of the first day of June,
1998, by and between VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia
corporation, having its principal office at 701 East Cary Street, Richmond,
Virginia 23219-3932 (the "Corporation"), and THE CHASE MANHATTAN BANK, a New
York banking corporation, as Trustee (herein called the "Trustee").
W I T N E S S E T H:
WHEREAS, the Corporation has heretofore entered into a Senior
Indenture, dated as of June 1, 1998 (the "Original Indenture") with The Chase
Manhattan Bank;
WHEREAS, the Original Indenture is incorporated herein by this
reference and the Original Indenture, as supplemented by this First Supplemental
Indenture, is herein called the "Indenture";
WHEREAS, under the Original Indenture, a new series of Securities may
at any time be established in accordance with the provisions of the Original
Indenture and the terms of such series may be described by a supplemental
indenture executed by the Corporation and the Trustee;
WHEREAS, the Corporation proposes to create under the Indenture a
series of Securities;
WHEREAS, additional Securities of other series hereafter established,
except as may be limited in the Original Indenture as at the time supplemented
and modified, may be issued from time to time pursuant to the Indenture as at
the time supplemented and modified; and
WHEREAS, all conditions necessary to authorize the execution and
delivery of this First Supplemental Indenture and to make it a valid and binding
obligation of the Corporation have been done or performed.
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1
1998 SERIES A 7.15% SENIOR NOTES
SECTION 101. Establishment. There is hereby established a new series of
Securities to be issued under the Indenture, to be designated as the
Corporation's 1998 Series A 7.15 % Senior Notes, due June 30, 2038 (the "Series
A Notes").
There are to be authenticated and delivered $150,000,000 principal amount
of Series A Notes, and no further Series A Notes shall be authenticated and
delivered except as provided by Sections 304, 305, 306, 906 or 1106 of the
Original Indenture. The Series A Notes shall be issued in definitive fully
registered form without coupons.
The Series A Notes shall be in substantially the form set out in Exhibit A
hereto. The entire principal amount of the Series A Notes shall initially be
evidenced by one certificate issued to Cede & Co.
The form of the Trustee's Certificate of Authentication for the Series A
Notes shall be in substantially the form set forth in Exhibit B hereto.
Each Series A Note shall be dated the date of authentication thereof and
shall bear interest from the date of original issuance thereof or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for.
SECTION 102. Definitions. The following defined terms used herein
shall, unless the context otherwise requires, have the meanings specified below.
Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Original Indenture.
"Business Day" means a day other than (i) a Saturday or a Sunday, (ii)
a day on which banks in New York, New York are authorized or obligated by law or
executive order to remain closed or (iii) a day on which the Corporate Trust
Office is closed for business.
"Interest Payment Dates" means March 31, June 30, September 30 and
December 31 of each year.
"Original Issue Date" means June 17, 1998.
"Outstanding", when used with respect to the Series A Notes, means, as
of the date of determination, all Series A Notes, theretofore authenticated and
delivered under the Indenture, except:
(i) Series A Notes theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;
(ii) Series A Notes for whose payment or redemption the
necessary amount of money or money's worth has been theretofore deposited with
the Trustee or any Paying Agent (other than the Corporation) in trust or set
aside and segregated in trust by the Corporation (if the Corporation shall act
as its own Paying Agent) for the Holders of such Series A Notes; provided that
if such Series A Notes are to be redeemed, notice of such redemption has been
duly given pursuant to the Indenture or provision therefor satisfactory to the
Trustee has been made;
(iii) Series A Notes as to which Defeasance has been effected
pursuant to Section 1302 of the Original Indenture; and
(iv) Series A Notes that have been paid pursuant to Section
306 or in exchange for or in lieu of which other Series A Notes have been
authenticated and delivered pursuant to the Indenture, other than any such
Series A Notes in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Series A Notes are held by a bona
fide purchaser in whose hands such Series A Notes are valid obligations of the
Corporation; provided, however, that in determining, during any period in which
any Series A Notes are owned by any Person other than the Corporation or any
Affiliate thereof, whether the Holders of the requisite principal amount of
Outstanding Series A Notes have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as
of any date, Series A Notes owned, whether of record or beneficially, by the
Corporation or any Affiliate thereof shall be disregarded and deemed not to be
Outstanding. In determining whether the Trustee shall be protected in relying
upon such request, demand, authorization, direction, notice, consent, waiver or
other action, only Series A Notes that the Trustee knows to be so owned by the
Corporation or an Affiliate of the Corporation in the above circumstances shall
be so disregarded. Series A Notes so owned that have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such Series A Notes
and that the pledgee is not the Corporation or any Affiliate of the Corporation.
"Regular Record Date" means, with respect to each Interest Payment
Date, the close of business on the 15th calendar day preceding such Interest
Payment Date.
"Stated Maturity" means June 30, 2038.
SECTION 103. Payment of Principal and Interest. The principal of the
Series A Notes shall be due at the Stated Maturity (subject to earlier
redemption). The unpaid principal amount of the Series A Notes shall bear
interest at the rate of 7.15% per annum until paid or duly provided for, such
interest to accrue from the Original Issue Date or from the most recent Interest
Payment Date to which interest has been paid or duly provided for. Interest
shall be paid quarterly in arrears on each Interest Payment Date to the Person
in whose name the Series A Notes are registered on the Regular Record Date for
such Interest Payment Date; provided that interest payable at the Stated
Maturity of principal or on a Redemption Date as provided herein will be paid to
the Person to whom principal is payable. Any such interest that is not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holders on such Regular Record Date and may either be paid to the Person or
Persons in whose name the Series A Notes are registered at the close of business
on a Special Record Date for the payment of such defaulted interest to be fixed
by the Trustee ("Special Record Date"), notice whereof shall be given to Holders
of the Series A Notes not less than ten (10) days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange, if any, on which the Series A Notes
may be listed, and upon such notice as may be required by any such exchange, all
as more fully provided in the Original Indenture.
Payments of interest on the Series A Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series A Notes shall be computed and paid 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 Series A Notes is not a Business Day, then payment of
the interest payable on such date will be made on the next succeeding day that
is a Business Day (and without any interest or 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 the date the payment was
originally payable.
Payment of the principal and interest on the Series A Notes shall be
made at the office of the Paying Agent 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, with any such payment that is due at the Stated
Maturity or at earlier redemption of any Series A Notes being made upon
surrender of such Series A Notes to the Paying Agent. Payments of interest
(including interest on any Interest Payment Date) will be made, subject to such
surrender where applicable, at the option of the Corporation, (i) by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or (ii) by wire transfer at such place and to
such account at a banking institution in the United States as may be designated
in writing to the Trustee at least sixteen (16) days prior to the date for
payment by the Person entitled thereto. In the event that any date on which
principal and interest is payable on the Series A Notes is not a Business Day,
then payment of the principal and interest payable on such date will be made on
the next succeeding day that is a Business Day (and without any interest or
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 the date the payment was originally payable.
SECTION 104. Denominations. The Series A Notes may be issued in
denominations of $25, or any integral multiple thereof.
SECTION 105. Global Securities. The Series A Notes will be issued
initially in the form of one or more Global Securities registered in the name of
the Depositary (which shall be The Depository Trust Company) or its nominee.
Except under the limited circumstances described below, Series A Notes
represented by such Global Security or Global Securities will not be
exchangeable for, and will not otherwise be issuable as, Series A Notes in
definitive form. The Global Securities described above may not be transferred
except 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 or to a
successor Depositary or its nominee.
Owners of beneficial interests in such a Global Security will not be
considered the Holders thereof for any purpose under the Indenture, and no
Global Security representing a Series A Note shall be exchangeable, except for
another Global Security of like denomination and tenor to be registered in the
name of the Depositary or its nominee or to a successor Depositary or its
nominee or except as described below. The rights of Holders of such Global
Security shall be exercised only through the Depositary.
A Global Security shall be exchangeable for Series A Notes registered
in the names of persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Corporation that it is unwilling or unable to continue
as a Depositary for such Global Security and no successor Depositary shall have
been appointed by the Corporation within 90 days of receipt by the Corporation
of such notification, or if at any time the Depositary ceases to be a clearing
agency registered under the Exchange Act at a time when the Depositary is
required to be so registered to act as such Depositary and no successor
Depositary shall have been appointed by the Corporation within 90 days after it
becomes aware of such cessation, or (ii) the Corporation in its sole discretion
determines that such Global Security shall be so exchangeable. Any Global
Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Series A Notes registered in such names as the Depositary shall
direct.
SECTION 106. Redemption. The Series A Notes shall be subject to
redemption at the option of the Corporation, in whole or in part, without
premium or penalty, at any time or from time to time on or after June 30, 2003,
at a Redemption Price equal to 100% of the principal amount to be redeemed plus
accrued but unpaid interest to the Redemption Date. The election of the
Corporation to redeem, in whole or in part, the Series A Notes shall be
evidenced by an Officers' Certificate.
In the event of redemption of the Series A Notes in part only, a new
Series A Note or Notes for the unredeemed portion shall be issued in the name or
names of the Holders thereof upon the surrender thereof.
The Series A Notes shall not have a sinking fund.
Notice of redemption shall be given as provided in Section 1104 of the
Original Indenture.
Any redemption of less than all of the Series A Notes shall, with
respect to the principal thereof, be divisible by $25.
SECTION 107. Additional Interest. Any principal of and instalment of
interest on the Series A Notes that is overdue shall bear interest at the rate
of 7.15% (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand.
SECTION 108. Listing of Series A Notes. The Corporation shall use its
best efforts to list the Series A Notes on the New York Stock Exchange or any
other exchange on which the Corporation's securities are listed. The Corporation
shall notify the Trustee if and when the Series A Notes become admitted to
trading on the New York Stock Exchange or any other national securities
exchange.
SECTION 109. Paying Agent. The Trustee shall initially serve as Paying
Agent with respect to the Series A Notes, with the Place of Payment initially
being the Corporate Trust Office of the Trustee.
ARTICLE 2
MISCELLANEOUS PROVISIONS
SECTION 201. Recitals by Corporation. The recitals in this First
Supplemental Indenture are made by the Corporation only and not by the Trustee,
and all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of the Series A Notes and of this First Supplemental
Indenture as fully and with like effect as if set forth herein in full.
SECTION 202. Ratification and Incorporation of Original Indenture. As
supplemented hereby, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture and this First Supplemental Indenture
shall be read, taken and construed as one and the same instrument.
SECTION 203. Executed in Counterparts. This Supplemental Indenture may
be executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts shall together constitute but one and the same
instrument.
SECTION 204. Assignment. The Corporation shall have the right at all
times to assign any of its rights or obligations under this Indenture with
respect to the Series A Notes to a direct or indirect wholly-owned subsidiary of
the Corporation; provided that, in the event of any such assignment, the
Corporation shall remain primarily liable for the performance of all such
obligations. The Indenture may also be assigned by the Corporation in connection
with a transaction described in Article Eight of the Original Indenture.
IN WITNESS WHEREOF, each party hereto has caused this instrument to be
signed in its name and behalf by its duly authorized officers, all as of the day
and year first above written.
VIRGINIA ELECTRIC AND
POWER COMPANY
By: ______________________
Attest:
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THE CHASE MANHATTAN BANK,
as Trustee
By: ______________________
Attest:
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EXHIBIT A
FORM OF
1998 SERIES A 7.15% SENIOR NOTE,
DUE JUNE 30, 2038
[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 ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO.] OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO [CEDE & CO.], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, [CEDE & CO.,] HAS AN INTEREST HEREIN.]**
[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 THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]**
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VIRGINIA ELECTRIC AND POWER COMPANY
--------------------------
$____________
1998 SERIES A 7.15% SENIOR NOTE,
DUE JUNE 30, 2038
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**Insert in Global Securities.
No. ___ CUSIP No. ____
Virginia Electric and Power Company, a corporation duly
organized and existing under the laws of Virginia (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to [Cede & Co.]**, or
registered assigns (the "Holder"), the principal sum of __________________
Dollars ($______________) on June 30, 2038, and to pay interest thereon from
June __, 1998 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, quarterly on March 31, June 30, September 30
and December 31 in each year, commencing June 30, 1998, at the rate of 7.15% per
annum, until the principal hereof is paid or made available for payment provided
that any principal and premium, and any such instalment of interest, that is
overdue shall bear interest at the rate of 7.15% per annum (to the extent that
the payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the fifteenth calendar day
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
Payment of the principal of (and premium, if any) and any such
interest on this Security will be made at the office of the Paying Agent, 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; provided, however, that
at the option of the Company payment of interest may be made (i) by check mailed
to the address of the Person entitled thereto as such address shall appear in
the Security Register or (ii) by wire transfer at such place and to such account
at a banking institution in the United States as may be designated in writing to
the Trustee at least sixteen (16) days prior to the date for payment by the
Person entitled thereto.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Virginia Electric and Power Company
By_________________________________
Attest:
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[REVERSE OF SECURITY]
This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under a Senior Indenture, dated as of June 1, 1998, as
supplemented by the First Supplemental Indenture dated as of June 1, 1998 (as
amended or supplemented from time to time, herein called the "Indenture", which
term shall have the meaning assigned to it in such instrument), between the
Company and The Chase Manhattan Bank, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof limited in aggregate principal
amount to $150,000,000.
The Securities of this series are subject to redemption upon
not less than 30 days notice by mail, at any time on or after June 30, 2003, as
a whole or in part, at the election of the Company, at a Redemption Price equal
to 100% of the principal amount, together in the case of any such redemption
with accrued interest to the Redemption Date, but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.
In the event of redemption of this Security in part only, a
new Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange therefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than a majority in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed or
provided for herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and any premium and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $25.00 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series having the same Stated Maturity
and of like tenor of any authorized denominations as requested by the Holder
upon surrender of the Note or Notes to be exchanged at the office or agency of
the Company.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with rights of survivorship
and not as tenants in common
UNIF GIFT MIN ACT -- ________________________Custodian for
(Cust)
----------------------------
(Minor)
Under Uniform Gifts to Minors Act of
-----------------------------
(State)
Additional abbreviations may also be used though not on the above list.
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FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s)unto
____________________ (please insert Social Security or other identifying number
of assignee).
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing
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agent to transfer said Security on the books of the Corporation, with full power
of substitution in the premises.
Dated: __________________ __, ____
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NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular without
alteration or enlargement, or any change whatever.
EXHIBIT B
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: _____________________
Authorized Officer