Ex-4(b)



 






Exhibit 4(b)




Florida Power Corporation

d/b/a Progress Energy Florida, Inc.




OFFICER’S CERTIFICATE




     Thomas R. Sullivan, the Treasurer of Florida Power Corporation d/b/a Progress Energy Florida,
Inc. (the “Company”), pursuant to the authority granted in the Board Resolutions dated December 7,
2005 and the Indenture, as defined herein, does hereby certify to J.P. Morgan Trust Company,
National Association (the “Trustee”), as Trustee under the Indenture (For Debt Securities) of the
Company, dated as of December 7, 2005 (as supplemented by this Officer’s Certificate, the
“Indenture”), that he has authorized the issue and sale of Series A Floating Rate Senior Notes due
2008 (the “Senior Notes”) by the Company, and, in connection with such issuance, has determined,
approved or appointed, as the case may be, the following:




	1.	 	The notes of this series issued under the Indenture shall be designated “Series A Floating
Rate Senior Notes due 2008.” The Form of Note is attached hereto as Exhibit A. All
capitalized terms used in this certificate which are not defined herein shall have the
meanings (if any) set forth in Exhibit A hereto; all capitalized terms used in this
certificate which are not defined herein or in Exhibit A hereto shall have the
meanings set forth in the Indenture.
	 
	2.	 	If not redeemed earlier pursuant to their terms, the Senior Notes shall mature and the
principal thereof shall be due and payable together with all accrued and unpaid interest
thereon on November 14, 2008.
	 
	3.	 	The Senior Notes shall initially be issued as one or more Global Securities registered in the
name of a nominee of The Depository Trust Company. The Senior Notes shall be issued in
denominations of $1,000 and integral multiples thereof.
	 
	4.	 	The Senior Notes shall bear a floating rate of interest as provided in Exhibit A.
	 
	5.	 	The Senior Notes may be redeemed on June 13, 2006 or any Interest Payment Date thereafter as
provided in Exhibit A.
	 
	6.	 	The Senior Notes shall not be subject to a sinking fund.
	 
	7.	 	Principal and interest will be payable initially at the Corporate Trust Office of J.P. Morgan
Trust Company, National Association, presently located at 227 West Monroe Street, Suite 2600,
Chicago, Illinois 60606, or such other offices or agencies of the Trustee maintained for such
purposes from time to time, or at other office or agency designated by the Company from time
to time.
	 
	8.	 	The Senior Notes will be subject to certain events of default and certain covenants as set
forth in the Indenture and Exhibit A.
	 
	9.	 	The Trustee shall initially be J.P. Morgan Trust Company, National Association, the corporate
trust office of which presently is located at 227 West Monroe Street, Suite 2600, Chicago,
Illinois 60606.




 









 












	10.	 	The Senior Notes shall be unsecured and unsubordinated obligations of the Company.
	 
	11.	 	Any further terms of the Senior Notes shall be as provided for in Exhibit A hereto
and in the Indenture.




[Remainder of Page Intentionally Left Blank]




 









 








     IN WITNESS WHEREOF, the undersigned Treasurer of the Company has executed this
Certificate as of the 13th day of December, 2005.



	 	 	 	 	 
	 	 	 
	 	     /s/ Thomas R. sullivan
 	 
	 	Thomas R. Sullivan, Treasurer 	 
	 	 	 
	 


[Signature Page to Officer’s Certificate Establishing the Note]




 









 








Exhibit A



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.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO FLORIDA POWER CORPORATION D/B/A PROGRESS ENERGY
FLORIDA, INC. (“THE COMPANY”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



THIS SERIES A FLOATING RATE SENIOR NOTE DUE 2008 MAY, AS PROVIDED IN THE INDENTURE, BE EXCHANGED
FOR SERIES A FLOATING RATE SENIOR NOTES DUE 2008 IN THE FORM OF DEFINITIVE CERTIFICATES OF LIKE
TENOR AND OF AN EQUAL AGGREGATE PRINCIPAL AMOUNT, IN AUTHORIZED DENOMINATIONS, REGISTERED IN THE
NAMES OF SUCH PERSONS AS THE DEPOSITARY SHALL INSTRUCT THE TRUSTEE, IF (I) THE DEPOSITARY GIVES
NOTICE TO THE COMPANY OR TO THE TRUSTEE THAT IT IS UNWILLING OR UNABLE TO CONTINUE AS DEPOSITARY
AND A SUCCESSOR DEPOSITARY IS NOT APPOINTED BY THE COMPANY WITHIN 90 DAYS, (II) THE DEPOSITARY
CEASES TO BE ELIGIBLE UNDER THE INDENTURE AND A SUCCESSOR DEPOSITARY IS NOT APPOINTED BY THE
COMPANY WITHIN 90 DAYS, (III) THE COMPANY DECIDES TO DISCONTINUE USE OF THE SYSTEM OF BOOK-ENTRY
TRANSFERS THROUGH THE DEPOSITARY OR ITS SUCCESSOR OR (IV) AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, AND THE HOLDERS OF MORE THAN FIFTY PERCENT OF THE SERIES A FLOATING RATE SENIOR NOTES
DUE 2008 DETERMINE THAT THE SERIES A FLOATING RATE SENIOR NOTES DUE 2008 WILL NO LONGER BE
REPRESENTED BY A GLOBAL SECURITY. ANY SUCH EXCHANGE SHALL BE MADE UPON RECEIPT BY THE TRUSTEE OF
AN OFFICER’S CERTIFICATE THEREFOR AND A WRITTEN INSTRUCTION FROM THE DEPOSITARY SETTING FORTH THE
NAME OR NAMES IN WHICH THE TRUSTEE IS TO REGISTER SUCH SERIES A FLOATING RATE SENIOR NOTES DUE 2008
IN THE FORM OF DEFINITIVE CERTIFICATES.




 









 








FLORIDA POWER CORPORATION

d/b/a PROGRESS ENERGY FLORIDA, INC.




Series A Floating Rate Senior Note due 2008




			
	No. R-1
	 	$450,000,000






CUSIP No. 341099 CF 4



Florida Power Corporation d/b/a Progress Energy Florida, Inc., a corporation duly organized and
existing under the laws of the State of Florida (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 principal sum of Four Hundred Fifty
Million Dollars ($450,000,000) on November 14, 2008 and to pay interest thereon from December 13,
2005 or from the most recent Interest Payment Date with respect to which interest has been paid or
duly provided for, quarterly on February 14, May 14, August 14, and November 14 in each year (each
an “Interest Payment Date”), commencing February 14, 2006, at a floating rate of interest based on
the Three-month LIBOR rate plus 0.40% and reset quarterly, calculated as described in the
Indenture, until the principal hereof is paid or made available for payment, provided that any
principal, and any such installment of interest, which is overdue shall bear interest at the rate
of the Three-month LIBOR rate plus 0.40% and reset quarterly, calculated as described in the
Indenture (to the extent that the payment of such interest shall be legally enforceable, up to a
maximum of 12% per annum), 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 Senior Note (or one or more Predecessor Debt
Securities) is registered at the close of business on the Regular Record Date for such interest,
which shall be the close of business on the fifteenth calendar day (whether or not a business day)
prior to the applicable Interest Payment Date (i.e., January 30, April 29, July 30 or October 30,
respectively); provided, however, that so long as the Senior Notes are registered in the name of
DTC, its nominee or a successor depositary, the record date for interest payable on any Interest
Payment Date shall be the close of business on the business day immediately preceding such Interest
Payment Date for the Senior Notes so registered. 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 Senior Note (or one or more Predecessor Debt
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 Senior
Notes 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 Senior Notes 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 such interest on this Senior Note will be
made at the Corporate Trust Office of the Trustee or such other offices or agencies of the Trustee
maintained for such purpose from time to time or at any other office or agency designated by the
Company for such purpose, 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 such interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Debt
Security Register.




     The amount of interest payable for any period will be computed on the basis of a 360-day year
and the actual number of days elapsed in each quarterly interest period. If any Interest Payment
Date (other than the Stated Maturity) for the Senior Notes falls on a day that is not a Business
Day at any Place of Payment, the Interest Payment Date will be postponed to the next succeeding
Business Day at such Place of Payment, except if that Business Day is in the next succeeding
calendar month, the interest payment date will be the immediately preceding Business Day. If the
Stated Maturity or any Redemption Date for the Senior Notes falls on a day that is not a Business
Day at any Place of Payment, the payment of principal and interest will be made on the next
succeeding Business Day, and no interest on such payment shall accrue for the period from and after
the Stated Maturity or Redemption Date. A “Business Day,” when used with respect to a Place of
Payment or any other particular location specified in the Indenture, means any day, other than a
Saturday or Sunday, which is not a day on which banking institutions or trust companies in such
Place of Payment or other location are generally authorized or required by law, regulation or
executive order to remain closed.



     Principal of the Senior Notes will be paid at Stated Maturity or the Redemption Date, upon
presentation of the Senior Notes at the office of the Trustee, as the paying agent. The Company
may, at its discretion, appoint one or more additional paying agents and security registrars and
designate one or more additional places for payment and for registration of transfer.



     Reference is hereby made to the further provisions of this Senior Note set forth below, 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 or its duly
appointed co-authenticating agent referred to below by manual signature, this Senior Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


[Remainder of Page Intentionally Left Blank]




 









 








     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



     Dated: December 13, 2005



	 	 	 	 	 	 	 
	 	 	FLORIDA POWER CORPORATION d/b/a PROGRESS ENERGY FLORIDA,
INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	[SEAL]

	 	 	 	Thomas R. Sullivan	 	 
	 

	 	 	 	Treasurer	 	 






	 	 	 
	Attest:
	 	 
	 
	 	 
	 
 

Arlene S. Graves

	 	 
	Assistant Secretary
	 	 





[Signature Page of the Note]




 









 








TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Senior Notes of the series designated herein referred to in the
within-mentioned Indenture.



     Dated: December 13, 2005



	 	 	 	 	 	 	 
	 	 	J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION	 	 
	 	 	  as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Representative	 	 






 









 






[Reverse of Series A Floating Rate Senior Note due 2008]




     This Senior Note is one of the duly authorized issue of securities of the Company of the
series designated on the face hereof (herein called the “Senior Notes”), issued and to be issued in
one or more series under an Indenture (For Debt Securities), dated as of December 7, 2005 (herein,
together with any amendments thereto, called the “Indenture,” which term shall have the meaning
assigned to it in such instrument), between the Company and J.P. Morgan Trust Company, National
Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture, including the Board
Resolutions and Officer’s Certificate filed with the Trustee on December 13, 2005, creating the
series designated on the face hereof, for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Senior
Notes and of the terms upon which the Senior Notes are, and are to be, authenticated and delivered.



     The Senior Notes are unsecured and unsubordinated obligations of the Company and rank equally
with all of the Company’s other unsecured and unsubordinated indebtedness from time to time
outstanding. The Company may, from time to time, without the consent of the Holder of this Senior
Note, provide for the issuance of Senior Notes or other Debt Securities under the Indenture in
addition to this Senior Note.



     The Senior Notes will not be entitled to the benefit of any sinking fund.



Events of Default




     If an Event of a Default with respect to the Senior Notes of this series shall occur and be
continuing, the principal of the Senior Notes may be declared due and payable in a manner and with
the effect provided in the Indenture.



Form and Denomination




     The Senior Notes will initially be represented by one or more global securities that will be
deposited with, or on behalf of, The Depository Trust Company (“DTC” or “the Depositary”) and
registered in the name of a nominee of the Depositary. The Senior Notes will be sold only in
multiples of $1,000.



Interest Rate and Calculation




     The Senior Note of this series will bear interest from the date of original issuance at the
rates determined by the calculation agent as described below. Interest on the Senior Notes will be
payable quarterly, in arrears, on February 14, May 14, August 14, and November 14 of each year,
beginning on February 14, 2006, to the holders of record at the close of business on the fifteenth
calendar day (whether or not a business day) prior to the applicable interest payment date (i.e.,
January 30, April 29, July 30 or October 30, respectively); provided, however, that so long as the
Senior Notes are registered in the name of DTC, its nominee or a successor depositary, the record
date for interest payable on any interest payment date shall be the close of



 









 




business on the business day immediately preceding such interest payment date for the Senior Notes
so registered.




     The interest rate applicable during the quarterly interest period will be equal to the
Three-month LIBOR Rate (as defined below) as of the Interest Determination Date, plus 0.40%.
Interest on the Senior Notes will be reset on each interest payment date (each of these dates is
called an “interest reset date”), beginning on February 14, 2006. The interest rate on the Senior
Notes will in no event be higher than the maximum rate permitted by New York law as the same may be
modified by United States law of general application; provided however, that in no event shall the
rate of interest on the Senior Notes exceed 12% per annum.



     “Three-month LIBOR Rate” means the rate for deposits in U.S. dollars for the three-month
period commencing on the applicable interest reset date which appears on Telerate Page 3750 at
approximately 11:00 a.m., London time, on the applicable Interest Determination Date. If this rate
does not appear on Telerate Page 3750, the calculation agent will determine the rate on the basis
of the rates at which deposits in U.S. dollars are offered by four major banks in the London
interbank market (selected by the calculation agent) at approximately 11:00 a.m., London time, on
the applicable Interest Determination Date to prime banks in the London interbank market for a
period of three months commencing on that interest reset date and in a principal amount equal to an
amount not less than $1,000,000 that is representative for a single transaction in such market at
such time. In such case, the calculation agent will request the principal London office of each of
the aforesaid major banks to provide a quotation of such rate. If at least two such quotations are
provided, the rate for that interest reset date will be the arithmetic mean of the quotations, and,
if fewer than two quotations are provided as requested, the rate for that interest reset date will
be the arithmetic mean of the rates quoted by three major banks in New York City, selected by the
calculation agent, at approximately 11:00 a.m., New York City time, on the applicable Interest
Determination Date for loans in U.S. dollars to leading European banks for a period of three months
commencing on that interest reset date and in a principal amount equal to an amount not less than
$1,000,000 that is representative for a single transaction in such market at such time; provided,
however, that if fewer than three banks selected by the calculation agent are quoting rates, the
interest rate for the applicable interest period will be the same as the interest rate for the
immediately preceding period.



     “Telerate Page 3750” means the display page so designated on the Moneyline Telerate, Inc. (or
such other page as may replace such page on that service or any successor service for the purpose
of displaying London interbank offered rates of major banks).



     “Interest Determination Date” means, with respect to any interest reset date, the second
London banking day prior to the applicable interest reset date; provided that the initial Interest
Determination Date shall be December 9, 2005.



     A London banking day is any business day in which dealings in U.S. dollars are transacted in
the London interbank market.



     The calculation agent will, upon the request of the holder of any Senior Note, provide the
interest rate then in effect. Under a Calculation Agency Agreement between the Company and J.P.
Morgan Trust Company, National Association, the Trustee under the Indenture will also



 









 




serve as the calculation agent until such time as the Company appoints a successor
calculation agent. All calculations made by the calculation agent in the absence of manifest error
shall be conclusive for all purposes and binding on the Company and the holders of the Senior
Notes. The Company may, in its sole discretion, appoint a successor calculation agent.




     All percentages resulting from any calculation of the interest rate with respect to the Senior
Notes will be rounded, if necessary, to the nearest one-hundred thousandth of a percentage point,
with five one-millionths of a percentage point rounded upwards (for
example, 9.876545% (or  .09876545) being
rounded to 9.87655% (or  .0987655) and 9.876544%
(or  .09876544) being rounded to
9.87654% (or  .0987654)), and all dollar amounts in or resulting from any such calculation will be
rounded to the nearest cent (with one-half cent being rounded upwards).



Optional Redemption




     The Company may, at its option, redeem the Senior Notes of this series in whole or in part on
June 13, 2006 or any interest payment date thereafter at a redemption price equal to 100% of the
principal amount of the Senior Notes being redeemed, plus accrued and unpaid interest to the
Redemption Date. If the Company elects to redeem any Senior Notes, it will notify the Trustee of
its election at least 45 days prior to the Redemption Date, or a shorter period acceptable to the
Trustee.



     So long as the Senior Notes are registered in the name of DTC, its nominee or a successor
depositary, if the Company elects to redeem less than all of the Senior Notes, DTC’s practice is to
determine by lot the amount of the interest of each Direct Participant, as defined in the
Prospectus Supplement, in the Senior Notes to be redeemed. At all other times, the Trustee shall
draw by lot, in such manner as it deems appropriate, the particular Senior Notes, or portions of
them, to be redeemed. Notice of redemption shall be given by mail not less than 30 nor more than
60 days prior to the date fixed for redemption to the holders of Senior Notes to be redeemed,
which, as long as the Senior Notes are held in the book-entry only system, will be DTC, its nominee
or a successor depositary. On and after the Redemption Date (unless the Company defaults in the
payment of the redemption price and interest accrued thereon to such date), interest on the Senior
Notes, or the portions of them so called for redemption, shall cease to accrue.



Certain Indenture Provisions




     The Indenture permits, in certain circumstances therein specified, the amendment thereof
without the consent of the Holders of any of the Debt Securities. The Indenture also permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights
and obligations under the Indenture of the Company and the rights of Holders of the Debt 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 specified percentage in aggregate principal amount of the Debt
Securities at the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of a specified percentage in aggregate principal amount of the
Debt Securities of each series at the time Outstanding, on behalf of the Holders of all the Debt
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 Senior Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Senior Note and of any Senior Note
issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Senior Note.




     As provided in and subject to the provisions of the Indenture, a Holder of Debt Securities
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 Debt Securities of this series, the Holders of not less than a specified percentage in
aggregate principal amount of the Debt Securities of all series at the time Outstanding in respect
of which an Event of Default shall have occurred and be continuing 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 Debt Securities of all series at the time Outstanding in respect of
which an Event of Default shall have occurred and be continuing 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 Senior Note for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.



     No reference herein to the Indenture and no provision of this Senior Note, subject to the
provisions for satisfaction and discharge in Article Seven 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 Senior Note at the times, place and rate, and in the coin or currency, herein
prescribed.



     The Indenture permits the Company, by irrevocably depositing, in amounts and maturities
sufficient to pay and discharge at the Stated Maturity or Redemption Date, as the case may be, the
entire indebtedness on all Outstanding Notes, cash or U.S. Government Obligations with the Trustee
in trust solely for the benefit of the Holders of all Outstanding Notes, to defease the Indenture
with respect to such Notes, and upon such deposit the Company shall be deemed to have paid and
discharged its entire indebtedness on such Notes. Thereafter, Holders would be able to look only
to such trust fund for payment of principal and interest at the Stated Maturity or Redemption Date,
as the case may be.



     The Senior Notes are issuable only in registered form without coupons in denominations of
$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of Senior Notes is registrable in the Debt Security
Register, upon surrender of a Note for registration of transfer at the Corporate Trust Office of
the Trustee or at such other offices or agencies of the Trustee from time to time designated for
such purpose, or at such other offices or agencies as the Company may designate, 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 Senior Notes of like tenor, of authorized denominations and for the
same aggregate principal amount, shall be issued to the designated transferee or transferees.



 









 





     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 Senior Note 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 Senior
Note is registered as the owner hereof for all purposes, whether or not this Senior Note be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     All undefined terms used in this Senior Note that are defined in the Indenture shall have the
meanings assigned to them in the Indenture.