<PAGE>
Exhibit 4(vii)
Form of Supplemental Indenture to Senior Indenture
VIRGINIA ELECTRIC AND POWER COMPANY
Issuer
TO
THE CHASE MANHATTAN BANK
Trustee
----------------
Fifth Supplemental Indenture
Dated as of __________, 200_
Supplementing the Senior Indenture dated as of June 1, 1998, as amended by
a First
Supplemental Indenture dated as of June 1, 1998, a Second Supplemental Indenture
dated as of
June 1, 1999, Third Supplemental Indenture dated as of
November 1, 1999 and a Fourth Supplemental Indenture dated as of ____, 200_
--------------
$___,000,000
_______Series ___ ____% Senior Debt Securities
due __________, 20__
<PAGE>
TABLE OF CONTENTS/1/
<TABLE>
<S> <C>
ARTICLE 1
____ SERIES __ ___% SENIOR DEBT SECURITIES
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 __ Senior Debt Securities............
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............................................
</TABLE>
_________________________
/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.
<PAGE>
THIS FIFTH SUPPLEMENTAL INDENTURE is made as of the _______ day of
___________, 200_, by and between VIRGINIA ELECTRIC AND POWER COMPANY, a
Virginia corporation, having its principal office at One James River Plaza, 701
East Cary Street, Richmond, Virginia 23219 (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 amended by a First Supplemental Indenture dated
as of June 1, 1998, a Second Supplemental Indenture dated as of June 1, 1999, a
Third Supplemental Indenture dated as of November 1, 1999, a Fourth Supplemental
Indenture dated as of _________, 200_ and by this Fifth 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 Fifth 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:
ARTICLE 1
___ SERIES __ ____% SENIOR DEBT SECURITIES
SECTION 101. Establishment. There is hereby established a new series of
-------------
Securities to be issued under the Indenture, to be designated as the Company's
___ Series __ ____% Senior Debt Securities, due ____________, 20___ (the "Series
___ Senior Debt Securities").
There are to be authenticated and delivered $___,000,000 principal amount
of Series ___ Senior Debt Securities, and no further Series ___ Senior Debt
Securities shall be authenticated
<PAGE>
and delivered except as provided by Sections 304, 305, 306, 904 or 1106 of the
Original Indenture. The Series ___ Senior Debt Securities shall be issued in
definitive fully registered form without coupons.
The Series ___ Senior Debt Securities shall be in substantially the form
set out in Exhibit A hereto. The entire principal amount of the Series ___
---------
Senior Debt Securities shall initially be evidenced by one or more certificates
issued to Cede & Co., as nominee for The Depository Trust Company.
The form of the Trustee's Certificate of Authentication for the Series ___
Senior Debt Securities shall be in substantially the form set forth in Exhibit B
---------
hereto.
Each Series __ Senior Debt Security 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 __________ and ________ of each year,
commencing on _________, 20__.
"Original Issue Date" means __________, ____.
"Outstanding", when used with respect to the Series ___ Senior Debt
Securities, means, as of the date of determination, all Series ___ Senior Debt
Securities, theretofore authenticated and delivered under the Indenture, except:
(i) Series ___ Senior Debt Securities theretofore canceled by the
Trustee or delivered to the Trustee for cancellation;
(ii) Series ___ Senior Debt Securities 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 ___ Senior Debt Securities.
2
<PAGE>
(iii) Series ___ Senior Debt Securities as to which Defeasance has
been effected pursuant to Section 402 of the Original Indenture; and
(iv) Series ___ Senior Debt Securities that have been paid pursuant
to Section 306 or in exchange for or in lieu of which other Series ___ Senior
Debt Securities have been authenticated and delivered pursuant to the Indenture,
other than any such Series ___ Senior Debt Securities in respect of which there
shall have been presented to the Trustee proof satisfactory to it that such
Series ___ Senior Debt Securities are held by a bona fide purchaser in whose
hands such Series ___ Senior Debt Securities are valid obligations of the
Company; provided, however, that in determining, during any period in which any
Series ___ Senior Debt Securities are owned by any Person other than the Company
or any Affiliate thereof, whether the Holders of the requisite principal amount
of Outstanding Series ___ Senior Debt Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, Series ___ Senior Debt Securities 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 ___ Senior Debt
Securities 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 ___
Senior Debt Securities 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 ___ Senior
Debt Securities 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 ____________, 20___.
SECTION 103. Payment of Principal and Interest. The principal of the
---------------------------------
Series ___ Senior Debt Securities shall be due at the Stated Maturity. The
unpaid principal amount of the Series ___ Senior Debt Securities shall bear
interest at the rate of ____% 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 ___ Senior Debt Securities 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. 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 ___ Senior Debt Securities 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 ___ Senior Debt Securities not less than ten
(10) days prior to such
3
<PAGE>
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 ___ Senior Debt Securities 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 ___ Senior Debt Securities will include
interest accrued to but excluding the respective Interest Payment Dates.
Interest payments for the Series ___ Senior Debt Securities 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 ___ Senior Debt
Securities 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 ___ Senior Debt
Securities 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 ___ Senior Debt Securities being made
upon surrender of such Series ___ Senior Debt Securities 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 ___ Senior Debt Securities
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 ___ Senior Debt Securities may be
-------------
issued in denominations of $1000 or any integral multiple thereof.
SECTION 105. Global Securities. The Series ___ Senior Debt Securities
-----------------
will be issued 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 ___
Senior Debt Securities represented by such Global Security will not be
exchangeable for, and will not otherwise be issuable as, Series ___ Senior Debt
Securities in definitive form. The Global Security 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.
4
<PAGE>
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 __ Senior 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 ___ Senior Debt
Securities 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 ___ Senior Debt Securities registered in such names as
the Depositary shall direct.
SECTION 106. Redemption. The Series ___ Senior Debt Securities that are
----------
redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and in accordance with Article XI of the Original Indenture. The
Series ___ Senior Debt Securities shall not have a sinking fund.
SECTION 107. Additional Interest. Any principal of and installment of
-------------------
interest on the Series ___ Senior Debt Securities that is overdue shall bear
interest at the rate of ____% (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
------------
Agent with respect to the Series ___ Senior Debt Securities, 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 Fifth
-------------------
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 duties of the Trustee shall be
applicable in respect of the Series ___ Senior Debt Securities and of this Fifth
Supplemental Indenture as fully and with like effect as if set forth herein in
full.
5
<PAGE>
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 Fifth 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
----------
assign any of its rights or obligations under the Indenture with respect to the
Series ___ Senior Debt Securities 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
<PAGE>
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:
_______________________________
Name:__________________________
Vice President and Corporate Secretary
THE CHASE MANHATTAN BANK, as Trustee
By:_______________________________________
Name:_____________________________________
Title:____________________________________
(SEAL)
Attest:
_______________________________
Trust Officer
7
<PAGE>
Commonwealth of Virginia
City of Richmond ss.:
On the ____ day of ________, ____, 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 ________, ____.
(Notarial Seal) ______________________________
Notary Public
My commission expires: _______________.
State of New York
City/County of New York ss.:
On the ____ day of ________, ____, 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 ________, ____.
(Notarial Seal) ______________________________
Notary Public
My commission expires: _______________.
8
<PAGE>
EXHIBIT A
FORM OF
____ SERIES B ____% SENIOR DEBT SECURITY,
DUE ____________, 20___
[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
____________________
$_____________
____ SERIES B ____% SENIOR DEBT SECURITY,
DUE ____________, 20___
No. ___ CUSIP No. ____
Virginia Electric and Power Company, a corporation duly organized and
existing under the laws of Virginia (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to [Cede & Co.]**, or registered assigns
(the "Holder"), the principal sum of __________________ Dollars
($______________) on ____________, 20___, and to pay interest thereon from
_____________________
**Insert in Global Securities.
<PAGE>
________ 1, ____ or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, [semi-annually] on ______________ and
__________ in each year, commencing ________, 200_, at the rate of ____% 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 ____% 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.
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.
2
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
Virginia Electric and Power Company
By_______________________________________
Attest:
______________________________
[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 amended by a First
Supplemental Indenture dated as of June 30, 1998, a Second Supplemental
Indenture dated as of June 1, 1999, a Third Supplemental Indenture dated as of
November 1, 1999, a Fourth Supplemental Indenture dated as of ______ __, 200_
and and by a Fifth Supplemental Indenture dated as of ___________,200_ (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 $___,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 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
3
<PAGE>
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive 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 $________ 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 Security or Securities to be exchanged at the office or agency of the
Company.
4
<PAGE>
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.
5
<PAGE>
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.
______________________________________________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
____________________ (please insert Social Security or other identifying number
of assignee).
_______________________________________________________________
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
<PAGE>
________________________________________________________________
________________________________________________________________
________________________________________________________________
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.
7
<PAGE>
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
