VIRGINIA ELECTRIC AND POWER COMPANY
TO
THE CHASE MANHATTAN BANK
Trustee
-------------------------
Third Supplemental Indenture
Dated as of November 1, 1999
-------------------------
$75,000,000
1999 Series B 7.20% Senior Notes
due November 1, 2004
TABLE OF CONTENTS/1/
ARTICLE 1
1999 SERIES B 7.20% SENIOR NOTES
SECTION 101. Establishment...........................................
SECTION 102. Definitions.............................................
SECTION 103. Payment of Principal and Interest.......................
SECTION 104. Denominations...........................................
SECTION 105. Global Securities.......................................
SECTION 106. Additional Interest.....................................
SECTION 107. Listing of Series B Notes...............................
SECTION 108. Paying Agent............................................
ARTICLE 2
MISCELLANEOUS PROVISIONS
SECTION 201. Recitals by Corporation.................................
SECTION 202. Ratification and Incorporation of Original Indenture....
SECTION 203. Executed in Counterparts................................
SECTION 204. Assignment..............................................
___________________________
/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 THIRD SUPPLEMENTAL INDENTURE is made as of the first day of November,
1999, 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 "Company"), 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 Company 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 a First Supplemental Indenture
dated as of June 1, 1998, a Second Supplemental Indenture dated as of June 1,
1999 and this Third 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 Company and the Trustee;
WHEREAS, the Company 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 Third Supplemental Indenture and to make it a valid and binding
obligation of the Company 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:
1
ARTICLE 1
1999 SERIES B 7.20% SENIOR NOTES
SECTION 101. Establishment. There is hereby established a new series
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of Securities to be issued under the Indenture, to be designated as the
Company's 1999 Series B 7.20% Senior Notes, due November 1, 2004 (the "Series B
Notes").
There are to be authenticated and delivered $75,000,000 principal amount of
Series B Notes, and no further Series B Notes shall be authenticated and
delivered except as provided by Sections 304, 305, 306, 906 or 1106 of the
Original Indenture. The Series B Notes shall be issued in definitive fully
registered form without coupons.
The Series B Notes shall be in substantially the form set out in
Exhibit A hereto. The entire principal amount of the Series B Notes shall
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initially be evidenced by one certificate issued to Cede & Co., as nominee for
The Depository Trust Company.
The form of the Trustee's Certificate of Authentication for the Series B
Notes shall be in substantially the form set forth in Exhibit B hereto.
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Each Series B 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,
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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 May 1 and November 1 of each year,
commencing on May 1, 2000.
"Original Issue Date" means November 1, 1999.
"Outstanding", when used with respect to the Series B Notes, means, as of
the date of determination, all Series B Notes, theretofore authenticated and
delivered under the Indenture, except:
2
(i) Series B Notes theretofore canceled by the Trustee or delivered to
the Trustee for cancellation;
(ii) Series B Notes for whose payment the necessary amount of money or
money's worth has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent) for the Holders
of such Series B Notes.
(iii) Series B Notes as to which Defeasance has been effected pursuant to
Section 1302 of the Original Indenture; and
(iv) Series B Notes that have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Series B Notes have been authenticated
and delivered pursuant to the Indenture, other than any such Series B Notes in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Series B Notes are held by a bona fide purchaser in
whose hands such Series B Notes are valid obligations of the Company; provided,
however, that in determining, during any period in which any Series B Notes are
owned by any Person other than the Company or any Affiliate thereof, whether the
Holders of the requisite principal amount of Outstanding Series B Notes have
given, made or taken any request, demand, authorization, direction, notice,
consent, waiver or other action hereunder as of any date, Series B Notes owned,
whether of record or beneficially, by the Company 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 B Notes that the
Trustee knows to be so owned by the Company or an Affiliate of the Company in
the above circumstances shall be so disregarded. Series B 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 B Notes and that the pledgee is not the Company or
any Affiliate of the Company.
"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 November 1, 2004.
SECTION 103. Payment of Principal and Interest. The principal of the
---------------------------------
Series B Notes shall be due at the Stated Maturity. The unpaid principal amount
of the Series B Notes shall bear interest at the rate of 7.20% 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 semi-annually in arrears on each
Interest Payment Date to the Person in whose name the Series B Notes are
registered on the Regular Record Date for such Interest Payment Date; provided
that interest payable at the Stated Maturity of principal as provided herein
will be paid to the Person to whom principal is payable.
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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 B 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 B 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 B 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 B Notes will include interest accrued to
but excluding the respective Interest Payment Dates. Interest payments for the
Series B 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 B 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), 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 B 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 of any
Series B Notes being made upon surrender of such Series B 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
Company, (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 B 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), 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 B Notes may be issued in
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denominations of $1,000.00, or any integral multiple thereof.
SECTION 105. Global Securities. The Series B Notes will be issued
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initially in the form of one Global Security 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 B Notes represented by
such Global Security will not be exchangeable for, and will not otherwise be
issuable as, Series B Notes in definitive form. The Global Security described
4
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 B 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 B Notes registered in
the names of persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Company 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 Company within 90 days of receipt by the Company 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 Company within 90 days after it becomes aware of such
cessation, or (ii) the Company 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
B Notes registered in such names as the Depositary shall direct.
SECTION 106. Redemption. The Series B Notes shall not be subject to
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redemption prior to Stated Maturity. The Series B Notes shall not have a
sinking fund.
SECTION 107. Additional Interest. Any principal of and installment of
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interest on the Series B Notes that is overdue shall bear interest at the rate
of 7.20% (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. Paying Agent. The Trustee shall initially serve as Paying
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Agent with respect to the Series B Notes, with the Place of Payment initially
being the Corporate Trust Office of the Trustee.
ARTICLE 2
MISCELLANEOUS PROVISIONS
SECTION 201. Recitals by Company. The recitals in this Third Supplemental
-------------------
Indenture are made by the Company 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
5
duties of the Trustee shall be applicable in respect of the Series B Notes and
of this Third 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 Third 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 Company shall have the right at all times to
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assign any of its rights or obligations under the Indenture with respect to the
Series B Notes to a direct or indirect wholly-owned subsidiary of the Company;
provided that, in the event of any such assignment, the Company shall remain
primarily liable for the performance of all such obligations. The Indenture may
also be assigned by the Company in connection with a transaction described in
Article Eight of the Original Indenture.
6
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:_______________________________________
Name:____________________________________
Title:_____________________________________
(SEAL)
Attest:
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Name:_________________________________
Vice President and Corporate Secretary
THE CHASE MANHATTAN BANK, as Trustee
By:_______________________________________
Name:____________________________________
Title:_____________________________________
(SEAL)
Attest:
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Trust Officer
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State of ____________
City/County of _________________ss.:
On the ____ day of November, 1999, before me personally came ______________
______________________ to me known, who, being by me duly sworn, did depose and
say that (s)he is ________________________ of Virginia Electric and Power
Company, one of the corporations described in and which executed the foregoing
instrument; that (s)he knows the seal of said corporation; that the seal affixed
to said instrument is such corporate seal; that it was so affixed by authority
of the Board of Directors of said corporation, and that (s)he signed his/her
name thereto by like authority.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
____day of November, 1999.
(Notarial Seal) ______________________________
Notary Public
My commission expires: _______________.
State of New York
City/County of New York ss.:
On the ____ day of November, 1999, before me personally came ______________
______________________ to me known, who, being by me duly sworn, did depose and
say that (s)he is _________________________ of The Chase Manhattan Bank, one of
the corporations described in and which executed the foregoing instrument; that
(s)he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that (s)he signed his/her name
thereto by like authority.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this ____
day of November, 1999.
(Notarial Seal) ______________________________
Notary Public
My commission expires: _______________.
8
EXHIBIT A
FORM OF
1999 SERIES B 7.20% SENIOR NOTE,
DUE NOVEMBER 1, 2004
[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.]**
==================
VIRGINIA ELECTRIC AND POWER COMPANY
==================
$
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1999 SERIES B 7.20% SENIOR NOTE,
DUE NOVEMBER 1, 2004
No. ___ CUSIP No. ____
____________________________
**Insert in Global Securities.
9
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 November 1, 2004, and to pay interest thereon from
November 1, 1999 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on May 1 and November
1 in each year, commencing May 1, 2000, at the rate of 7.20% per annum, until
the principal hereof is paid or made available for payment, provided that any
principal, and any such installment of interest, that is overdue shall bear
interest at the rate of 7.20% 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) 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 any such interest on this Security will be
made at the office of the Paying Agent or agency of the Company in the Borough
of Manhattan, City and State of New York, 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.
10
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, the Second
Supplemental Indenture dated as of June 1, 1999 and the Third Supplemental
Indenture dated as of November 1, 1999 (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 $75,000,000.
The Securities of this series are not subject to redemption prior to Stated
Maturity.
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
11
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 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 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 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 $1,000.00 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
12
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 Security or Securities 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.
13
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 Company, 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 instrument in every particular without
alteration or enlargement, or any change whatever.
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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