SUPPLEMENTAL INDENTURE, dated as of the 1st day of February, 2010, made and entered into by and between IDAHO POWER COMPANY, a corporation of the State of Idaho (successor by merger to Idaho Power Company, a corporation of the State of Maine, hereinafter sometimes called the “Maine Company”), whose address is 1221 West Idaho Street, Boise, Idaho 83702-5627 (hereinafter sometimes called the “Company”), party of the first part, and DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company, a corporation of the State of New York, whose post office address is 60 Wall Street, New York, New York 10005 (hereinafter sometimes called the “Corporate Trustee”), and Stanley Burg (hereinafter sometimes called the “Individual Trustee”), parties of the second part (the Corporate Trustee and the Individual Trustee being hereinafter together sometimes called the “Trustees”), as Trustees under the Mortgage and Deed of Trust dated as of October 1, 1937 hereinafter referred to.
WHEREAS, the Maine Company has heretofore executed and delivered to the Trustees its Mortgage and Deed of Trust (hereinafter sometimes referred to as the “Original Indenture”), dated as of October 1, 1937, to secure the payment both of the principal of and interest and premium, if any, on all Bonds at any time issued and outstanding thereunder and to declare the terms and conditions upon which Bonds are to be issued thereunder; and
WHEREAS, the Maine Company was merged into the Company on June 30, 1989; and
WHEREAS, in order to evidence the succession of the Company to the Maine Company and the assumption by the Company of the covenants and conditions of the Maine Company in the Bonds and in the Original Indenture, as supplemented, contained, and to enable the Company to have and exercise the powers and rights of the Maine Company under the Original Indenture, as supplemented, in accordance with the terms thereof, the Company executed and delivered to the Trustees a Twenty-eighth Supplemental Indenture, dated as of June 30, 1989 (which supplemental indenture is hereinafter sometimes called the “Twenty-eighth Supplemental Indenture”); and
WHEREAS, said Twenty-eighth Supplemental Indenture was recorded in the records of the County of Elko, Nevada; the Counties of Baker, Grant, Harney, Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear Lake, Bingham, Blaine, Boise, Bonneville, Butte, Camas, Canyon, Caribou, Cassia, Clark, Elmore, Gem, Gooding, Idaho, Jefferson, Jerome, Lemhi, Lincoln, Minidoka, Oneida, Owyhee, Payette, Power, Twin Falls, Valley and Washington, Idaho; the Counties of Lincoln and Sweetwater, Wyoming; and with the Secretary of State of the States of Idaho, Montana, Oregon, Nevada and Wyoming; and
WHEREAS, in accordance with the terms of the Original Indenture, the Maine Company or the Company has executed and delivered to the Trustees the following supplemental indentures in addition to the Twenty-eighth Supplemental Indenture:
Designation | Dated as of |
First Supplemental Indenture | July 1, 1939 |
Second Supplemental Indenture | November 15, 1943 |
Third Supplemental Indenture | February 1, 1947 |
Fourth Supplemental Indenture | May 1, 1948 |
Fifth Supplemental Indenture | November 1, 1949 |
Sixth Supplemental Indenture | October 1, 1951 |
Seventh Supplemental Indenture | January 1, 1957 |
Eighth Supplemental Indenture | July 15, 1957 |
Ninth Supplemental Indenture | November 15, 1957 |
Tenth Supplemental Indenture | April 1, 1958 |
Eleventh Supplemental Indenture | October 15, 1958 |
Twelfth Supplemental Indenture | May 15, 1959 |
Thirteenth Supplemental Indenture | November 15, 1960 |
Fourteenth Supplemental Indenture | November 1, 1961 |
Fifteenth Supplemental Indenture | September 15, 1964 |
Sixteenth Supplemental Indenture | April 1, 1966 |
Seventeenth Supplemental Indenture | October 1, 1966 |
Eighteenth Supplemental Indenture | September 1, 1972 |
Nineteenth Supplemental Indenture | January 15, 1974 |
Twentieth Supplemental Indenture | August 1, 1974 |
Twenty-first Supplemental Indenture | October 15, 1974 |
Twenty-second Supplemental Indenture | November 15, 1976 |
Twenty-third Supplemental Indenture | August 15, 1978 |
Twenty-fourth Supplemental Indenture | September 1, 1979 |
Twenty-fifth Supplemental Indenture | November 1, 1981 |
Twenty-sixth Supplemental Indenture | May 1, 1982 |
Twenty-seventh Supplemental Indenture | May 1, 1986 |
Twenty-ninth Supplemental Indenture | January 1, 1990 |
Thirtieth Supplemental Indenture | January 1, 1991 |
Thirty-first Supplemental Indenture | August 15, 1991 |
Thirty-second Supplemental Indenture | March 15, 1992 |
Thirty-third Supplemental Indenture | April 1, 1993 |
Thirty-fourth Supplemental Indenture | December 1, 1993 |
Thirty-fifth Supplemental Indenture | November 1, 2000 |
Thirty-sixth Supplemental Indenture | October 1, 2001 |
Thirty-seventh Supplemental Indenture | April 1, 2003 |
Thirty-eighth Supplemental Indenture | May 15, 2003 |
Thirty-ninth Supplemental Indenture | October 1, 2003 |
Fortieth Supplemental Indenture | May 1, 2005 |
Forty-first Supplemental Indenture | October 1, 2006 |
Forty-second Supplemental Indenture | May 1, 2007 |
Forty-third Supplemental Indenture | September 1, 2007 |
Forty-fourth Supplemental Indenture | April 1, 2008 |
each of which is supplemental to the Original Indenture (the Original Indenture and all indentures supplemental thereto together being hereinafter sometimes referred to as the “Indenture”); and
WHEREAS, the Original Indenture and said Supplemental Indentures (except said Fifteenth Supplemental Indenture) have each been recorded in the records of the County of Elko, Nevada; the Counties of Baker, Grant, Harney, Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear Lake, Bingham, Blaine, Boise, Bonneville, Butte, Camas, Canyon, Caribou, Cassia, Clark, Elmore, Gem, Gooding, Idaho, Jefferson, Jerome, Lemhi, Lincoln, Minidoka, Oneida, Owyhee, Payette, Power, Twin Falls, Valley and Washington, Idaho; the Counties of Lincoln and Sweetwater, Wyoming; and with the Secretary of State of the States of Idaho, Montana, Oregon, Nevada and Wyoming; and
WHEREAS, the Maine Company or the Company has heretofore issued Bonds, under and in accordance with the terms of the Indenture in the following series and aggregate principal amounts:
| Principal | Principal |
| Amount | Amount |
| Issued | Outstanding |
Series | ($) | ($) |
3-3/4% Series due 1967 | 18,000,000 | None |
3-1/8% Series due 1973 | 18,000,000 | None |
2-3/4% Series due 1977 | 5,000,000 | None |
3% Series due 1978 | 10,000,000 | None |
2-3/4% Series due 1979 | 12,000,000 | None |
3-1/4% Series due 1981 | 15,000,000 | None |
4-1/2% Series due 1987 | 20,000,000 | None |
4-3/4% Series due 1987 | 15,000,000 | None |
4% Series due April 1988 | 10,000,000 | None |
4-1/2% Series due October 1988 | 15,000,000 | None |
5% Series due 1989 | 15,000,000 | None |
4-7/8% Series due 1990 | 15,000,000 | None |
4-1/2% Series due 1991 | 10,000,000 | None |
5-1/4% Series due 1996 | 20,000,000 | None |
6-1/8% Series due 1996 | 30,000,000 | None |
7-3/4% Series due 2002 | 30,000,000 | None |
8-3/8% Series due 2004 | 35,000,000 | None |
10% Series due 2004 | 50,000,000 | None |
8-1/2% Series due 2006 | 30,000,000 | None |
9% Series due 2008 | 60,000,000 | None |
10-1/4% Series due 2003 | 62,000,000 | None |
First Mortgage Bonds, 1984 Series | 10,100,000 | None |
16.10% Series due 1991-1992 | 50,000,000 | None |
Pollution Control Series A | 49,800,000 | None |
8.65% Series due 2000 | 80,000,000 | None |
9.50% Series due 2021 | 75,000,000 | None |
9.52% Series due 2031 | 25,000,000 | None |
8% Series due 2004 | 50,000,000 | None |
8 3/4% Series due 2027 | 50,000,000 | None |
Secured Medium-Term Notes, Series A | 190,000,000 | None |
Secured Medium-Term Notes, Series B | 197,000,000 | None |
Secured Medium-Term Notes, Series C | 200,000,000 | 120,000,000 |
Secured Medium-Term Notes, Series D | 200,000,000 | 200,000,000 |
Secured Medium-Term Notes, Series E | 245,000,000 | 245,000,000 |
Pollution Control Series B | 49,800,000 | 49,800,000 |
Secured Medium Term Notes, Series F | 200,000,000 | 200,000,000 |
Pollution Control Series C | 116,300,000 | 116,300,000 |
Secured Medium Term Notes, Series G | 100,000,000 | 100,000,000 |
Secured Medium Term Notes, Series H | 350,000,000 | 350,000,000 |
which bonds are hereinafter sometimes called bonds of the First through Thirty-ninth Series; and
WHEREAS, Section 22 and Section 121 of the Indenture provide that the Company may amend the Indenture to increase the maximum amount of the obligations to be secured by the Indenture by executing and delivering to the Trustees a supplemental indenture specifying the maximum amount of such obligations thereafter to be secured by the Indenture as so amended, and the Company has determined so to increase the maximum amount of obligations to be secured by the Indenture to Two Billion Dollars ($2,000,000,000); and
WHEREAS, it is also now desired, for the purpose of more effectually carrying out the purposes of the Original Indenture, to confirm specifically the subjection to the lien thereof and of the Indenture of the certain property acquired by the Company in addition to the property specifically described in the Original Indenture and in said First, Second, Third, Fourth, Fifth, Sixth, Seventh, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twenty-first, Twenty-second, Twenty-third, Twenty-fourth, Twenty-fifth, Thirty-sixth, Thirty-seventh, Thirty-ninth, Fortieth, Forty-first and Forty-fourth Supplemental Indentures; and
WHEREAS, the Company, in accordance with the provisions of the Indenture and pursuant to appropriate resolutions of its Board of Directors, has duly determined to make, execute and deliver to the Trustees this Forty-fifth Supplemental Indenture to amend and supplement the Indenture for the purposes herein provided; and
WHEREAS, all things necessary to make the Original Indenture, as heretofore supplemented and as supplemented hereby, a valid and legally binding instrument for the security of the Bonds, have been performed:
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to increase the maximum amount of obligations to be secured by the Indenture, the Company has duly executed and delivered to the Trustees this Forty-fifth Supplemental Indenture and has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto Stanley Burg and (to the extent of its legal capacity to hold the same for the purposes hereof) unto Deutsche Bank Trust Company Americas, as Trustees as aforesaid, and to their successor or successors in said trust, and to them and their successors, heirs and assigns forever, all property, whether real, personal or mixed (except any hereinafter expressly excepted), and wheresoever situated, acquired since the date of said Original Indenture by and now or hereafter owned by the Company including the following described properties, rights and interests in property (in addition to all other properties heretofore subjected to the lien of the Indenture and not heretofore released from the lien thereof)--that is to say:
PROPERTIES ACQUIRED OR CONSTRUCTED
GENERATING PLANTS
None
TRANSMISSION LINES & SYSTEMS
Line 446: Pinegree to Haven | |
Bingham County, ID | 0.8 Miles 138 kV |
| |
Line 446: Pinegree to Haven, converted from 46kV to 138kV | |
Bingham County, ID | 10.9 Miles 138 kV |
| |
| |
Line 525: Don – Hoku | |
Bannock County, ID | 2.97 Miles 138kV |
| |
Line 525: Hoku – Alameda | |
Power & Bannock County, ID | 3.4 Miles 138kV |
| |
Line 723: Danskin-Hubbard | |
Elmore & County, ID | 39.46 Miles 230kV |
DISTRIBUTION LINES & SYSTEMS
None
SUBSTATIONS
Hubbard Substation | Ada Co., ID |
FRANCHISES
None
ALL OTHER LANDS, IMPROVEMENTS, BUILDINGS AND OTHER SUBSTATIONS
None
All other property, whether real, personal or mixed (except any hereinafter expressly excepted), and wheresoever situated, acquired since the date of said Original Indenture by and now or hereafter owned by the Company.
TOGETHER with all and singular the tenements, hereditaments and appurtenances belonging or in any wise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders, and (subject to the provisions of Section 57 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.
It is not intended herein or hereby to include in or subject to the lien of the Indenture, and the granting clauses hereof shall not be deemed to apply to, (1) any revenues, earnings, rents, issues, income or profits of the mortgaged and pledged property, or any bills, notes or accounts receivable, contracts or choses in action, except to the extent permitted by law in case a completed default specified in Section 65 of the Indenture shall have occurred and be continuing and either or both of the Trustees, or a receiver or trustee, shall have entered upon or taken possession of the mortgaged and pledged property, or (2) in any case, unless specifically subjected to the lien thereof, any bonds, notes, evidences of indebtedness, shares of stock, or other securities or any cash (except cash deposited with the Corporate Trustee pursuant to any provisions of the Indenture) or any goods, wares, merchandise, equipment or apparatus manufactured or acquired for the purpose of sale or resale in the usual course of business.
TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto the Individual Trustee and (to the extent of its legal capacity to hold the same for the purposes hereof) unto the Corporate Trustee, and their successors, heirs and assigns forever;
IN TRUST, NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisions and covenants as are set forth in the Original Indenture, as amended or modified by said First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first, Twenty-second, Twenty-third, Twenty-fourth, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty-eighth, Twenty-ninth, Thirtieth, Thirty-first, Thirty-second, Thirty-third, Thirty-fourth, Thirty-fifth, Thirty-sixth, Thirty-seventh, Thirty-eighth, Thirty-ninth, Fortieth, Forty-first, Forty-second, Forty-third and Forty-fourth Supplemental Indentures and this Forty-fifth Supplemental Indenture.
And it is hereby covenanted, declared and agreed by and between the parties hereto, for the benefit of those who shall hold the Bonds and interest coupons, or any of them, issued and to be issued under the Indenture, as follows:
ARTICLE I
Maximum Amount of Obligations to be Secured by the Indenture.
SECTION 1. Pursuant to Section 22 and Section 121 of the Indenture, the maximum amount of obligations to be secured by the Indenture is hereby increased to Two Billion Dollars ($2,000,000,000), provided, however, that the maximum amount of obligations to be secured by the Indenture may at any time and from time to time be further increased or decreased (but not below the amount of Bonds at the time outstanding thereunder) as provided in the Indenture.
ARTICLE II
Covenants.
SECTION 2. That all the terms, conditions, provisos, covenants and provisions contained in the Indenture shall affect and apply to the property hereinabove described and conveyed and to the estate, rights, obligations and duties of the Company and Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors as trustees of said property, in the same manner and with the same effect as if the said property had been owned by the Company at the time of the execution of the Original Indenture and had been specifically and at length described in and conveyed to the Individual Trustee and (to the extent of its legal capacity to hold the same for the purposes of the Indenture) the Corporate Trustee by the Original Indenture as a part of the property therein stated to be conveyed.
to his or her knowledge of the Company's compliance with all conditions and covenants under the Indenture. For purposes of this Section 4, such compliance shall be determined without regard to any period of grace or requirement of notice provided under the Indenture.
The Trustees hereby accept the trust hereby declared and provided and agree to perform the same upon the terms and conditions in the Original Indenture, as heretofore supplemented and as supplemented by this Forty-fifth Supplemental Indenture, and in this Forty-fifth Supplemental Indenture set forth, and upon the following terms and conditions:
The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Forty-fifth Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company only.
All terms contained in this Forty-fifth Supplemental Indenture shall, for all purposes hereof, have the meanings given to such terms in Article I of the Original Indenture, as amended by Article IV of the Second Supplemental Indenture.
Except as hereby expressly amended and supplemented, the Original Indenture as heretofore amended and supplemented is in all respects ratified and confirmed, and all the terms and provisions thereof shall be and remain in full force and effect.
This Forty-fifth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original; but such counterparts together constitute but one and the same instrument.
IN WITNESS WHEREOF, Idaho Power Company, party hereto of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and sealed by its President or a Vice President and its corporate seal to be attested by its Secretary for and on its behalf, and Deutsche Bank Trust Company Americas, one of the parties hereto of the second part, in token of its acceptance of the trust hereby created has caused its corporate name to be hereunto affixed and this instrument to be signed and sealed by a Vice President and its corporate seal to be attested by an Associate and Stanley Burg, one of the parties hereto of the second part, has for all like purposes hereunto set his hand and affixed his seal, each on the date hereinafter acknowledged, as of the day and year first above written.
IDAHO POWER COMPANY
By /s/Darrel T. Anderson
Darrel T. Anderson
Executive Vice President - Administrative Services and Chief Financial Officer
Attest:
__/s/Patrick A. Harrington_________
Patrick A. Harrington
Secretary
Executed, sealed and delivered by
IDAHO POWER COMPANY
in the presence of:
_/s/Sandra D. Holmes______________
_/s/Christa Bearry ________________
DEUTSCHE BANK TRUST COMPANY AMERICAS
By __/s/Annie Jaghatspanyan__________
Name: Annie Jaghatspanyan
Title: Vice President
By __/s/Wanda Camacho __________
Name: Wanda Camacho
Title: Vice President
Attest:
_/s/Jennifer Davis_______________
Executed, sealed and delivered by
DEUTSCHE BANK TRUST
COMPANY AMERICAS,
in the presence of:
_/s/Alexander Buslayev_________
_/s/Heather Long______________
__/s/Stanley Burg____________________
Stanley Burg
Attest:
_/s/Jennifer Davis_______________
Executed, sealed and delivered by
STANLEY BURG,
in the presence of:
_/s/Alexander Buslayev_________
_/s/Heather Long______________
STATE OF IDAHO )
) ss.:
COUNTY OF ADA )
On the 17th day of February, in the year 2010, before me personally came DARREL T. ANDERSON, to me known, who being by me duly sworn did depose and say that he is the Executive Vice President – Administrative Services and Chief Financial Officer of Idaho Power Company, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order; the said DARREL T. ANDERSON, having personally appeared and known to me to be the Executive Vice President – Administrative Services and Chief Financial Officer of said corporation that executed the instrument, acknowledged to me that said corporation executed the same.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above written.
_/s/Mary Gray_______________
Mary Gray
Notary Public, State of Idaho
Commission expires July 17, 2010
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 17th day of February, in the year 2010, before me personally came Annie Jaghatspanyan and Wanda Camacho, to me known, who being by me duly sworn did depose and say that they are each a Vice President of Deutsche Bank Trust Company Americas, one of the corporations described in and which executed the above instrument; that each knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that each signed her name thereto by like order; the said Annie Jaghatspanyan and Wanda Camacho, having personally appeared and known to me to each be a Vice President of said corporation that executed the instrument, acknowledged to me that said corporation executed the same.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above written.
_/s/Alyssa R. Sullivan_______________
Alyssa R. Sullivan
Notary Public, State of New York
Registration #01SU6180190
Qualified in New York County
Commission expires 01/07/2012
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 17th day of February, in the year 2010, before me, Alyssa R. Sullivan, a Notary Public in and for the State of New York in the County of New York, personally appeared and came STANLEY BURG, to me known and known to me to be the person described in and who executed the within and foregoing instrument and whose name is subscribed thereto and acknowledged to me that he executed the same.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above written.
_/s/Alyssa R. Sullivan_______________
Alyssa R. Sullivan
Notary Public, State of New York
Registration #01SU6180190
Qualified in New York County
Commission expires 01/07/2012
STATE OF IDAHO )
) ss.:
COUNTY OF ADA )
DARREL T. ANDERSON, being first duly sworn, upon oath, deposes and says: that he is an officer, to wit, the Executive Vice President – Administrative Services and Chief Financial Officer of Idaho Power Company, a corporation, the mortgagor described in the foregoing indenture or mortgage, and makes this affidavit on behalf of said Idaho Power Company; that said indenture or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned or provided for therein.
__/s/Darrel T. Anderson______________
Darrel T. Anderson
Executive Vice President –
Administrative Services and Chief Financial Officer
Subscribed and sworn to before me
this 17th day of February, 2010.
_/s/Mary Gray______________
Mary Gray
Notary Public, State of Idaho
Commission expires July 17, 2010
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
Annie Jaghatspanyan and Wanda Camacho, being first duly sworn, upon oath, depose and say: that each is an officer, to wit, a Vice President of Deutsche Bank Trust Company Americas, a corporation, one of the mortgagees and trustees named in the foregoing indenture or mortgage, and makes this affidavit on behalf of said Deutsche Bank Trust Company Americas; that said indenture or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned or provided for therein.
By __/s/Annie Jaghatspanyan__________
Name: Annie Jaghatspanyan
Title: Vice President
By __/s/Wanda Camacho __________
Name: Wanda Camacho
Title: Vice President
Subscribed and sworn to before me
this 17th day of February, 2010.
_/s/Alyssa R. Sullivan_______________
Alyssa R. Sullivan
Notary Public, State of New York
Registration #01SU6180190
Qualified in New York County
Commission expires 01/07/2012
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
STANLEY BURG, being first duly sworn, upon oath, deposes and says: that he is one of the mortgagees and trustees named in the foregoing indenture or mortgage; that said indenture or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned or provided for therein.
_/s/Stanley Burg____________________
Stanley Burg
Subscribed and sworn to before me
this 17th day of February, 2010.
_/s/Alyssa R. Sullivan_______________
Alyssa R. Sullivan
Notary Public, State of New York
Registration #01SU6180190
Qualified in New York County
Commission expires 01/07/2012
