Exhibit 4(i)
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VIRGINIA ELECTRIC AND POWER COMPANY
TO
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
Trustee.
__________
Eighty-Fourth Supplemental Indenture
Dated March 1, 1995
__________
$200,000,000
First and Refunding Mortgage Bonds of 1995, Series A, 8 1/4%,
due March 1, 2025
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A MORTGAGE OF BOTH REAL AND PERSONAL PROPERTY.
TABLE OF CONTENTS*
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Page
----
Parties.................................................. 1
Addresses................................................ 1
Recitals................................................. 1
Consideration Clause.................................... 5
Granting Clause.......................................... 5
Exception Clause......................................... 6
Habendum Clause.......................................... 6
Grant in Trust........................................... 6
ARTICLE 1.
BONDS OF 1995, SERIES A.
(S)1.01. Establishment, form and terms.................. 6
(S)1.02. Registration, transfer and exchange............ 7
(S)1.03. Procedure for payment of interest.............. 8
(S)1.04. Redemption..................................... 8
(S)1.05. Funds deposited for maturity to be
immediately available................... 9
ARTICLE 2.
MISCELLANEOUS PROVISIONS.
(S)2.01. References to Original Indenture or previous
Supplemental Indentures................. 10
(S)2.02. The Trustee..................................... 10
(S)2.03. Original Indenture and Supplemental Indentures
to be read together..................... 10
(S)2.04. Date of execution............................... 10
(S)2.05. Execution in counterparts....................... 10
Testimonium.............................................. 11
Signatures and Seals..................................... 12
Acknowledgments.......................................... 13
__________
*This Table of Contents does not constitute part of the
Indenture or have any bearing upon the interpretation of any of
its term and provisions.
1
EIGHTY-FOURTH SUPPLEMENTAL INDENTURE dated the 1st day of
March, 1995, by and between VIRGINIA ELECTRIC AND POWER COMPANY,
a Virginia corporation and a transmitting utility (as such term
is defined in Section 46-9-105(n) of the West Virginia Code), One
James River Plaza, Richmond, Virginia (the Company), party of the
first part, and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
a national banking association, One Chase Manhattan Plaza, New
York, New York (the Trustee), party of the second part.
The Company has heretofore made its Indenture of Mortgage
dated November 1, 1935 (the Original Indenture) to The Chase
National Bank of the City of New York, predecessor Trustee, and
various supplemental indentures supplementing and/or modifying
the Original Indenture as follows:
Title Dated
----- -----
First Supplemental Indenture............... September 1, 1938
Second " " ............... February 9, 1940
Third " " ............... March 1, 1941
Fourth " " ............... April 1, 1944
Fifth " " ............... March 1, 1945
Sixth " " ............... October 1, 1947
Seventh " " ............... March 1, 1948
Eighth " " ............... October 1, 1948
Ninth " " ............... June 1, 1949
Tenth " " ............... November 1, 1949
Eleventh " " ............... September 1, 1950
Twelfth " " ............... December 1, 1951
Thirteenth " " ............... October 1, 1952
Fourteenth " " ............... May 1, 1954
and has heretofore made to The Chase Manhattan Bank, which on
March 31, 1955, became the Trustee under the Mortgage by virtue
of the merger of The Chase National Bank of the City of New York
into President and Directors of the Manhattan Company under the
name of The Chase Manhattan Bank (now The Chase Manhattan Bank
(National Association)), further supplemental indentures
supplementing and/or modifying the Original Indenture as follows:
Title Dated
----- -----
Fifteenth Supplemental Indenture........... June 1, 1955
Sixteenth " " ........... September 1, 1956
2
Title Dated
----- -----
Seventeenth Supplemental Indenture......... December 1, 1957
Eighteenth " " ......... June 1, 1958
Nineteenth " " ......... April 1, 1959
Twentieth " " ......... September 1, 1960
Twenty-First " " ......... June 1, 1961
Twenty-Second " " ......... May 1, 1963
Twenty-Third " " ......... December 1, 1963
Twenty-Fourth " " ......... May 1, 1965
Twenty-Fifth " " ......... February 1, 1967
Twenty-Sixth " " ......... December 1, 1967
Twenty-Seventh " " ......... January 1, 1969
Twenty-Eighth " " ......... June 1, 1969
Twenty-Ninth " " ......... April 1, 1970
Thirtieth " " ......... September 1, 1970
Thirty-First " " ......... March 1, 1971
Thirty-Second " " ......... September 1, 1971
Thirty-Third " " ......... June 1, 1972
Thirty-Fourth " " ......... July 1, 1974
Thirty-Fifth " " ......... July 1, 1974
Thirty-Sixth " " ......... February 1, 1975
Thirty-Seventh " " ......... September 1, 1975
Thirty-Eighth " " ......... November 1, 1975
Thirty-Ninth " " ......... March 1, 1976
Fortieth " " ......... May 1, 1976
Forty-First " " ......... September 1, 1976
Forty-Second " " ......... March 1, 1977
Forty-Third " " ......... March 1, 1978
Forty-Fourth " " ......... May 1, 1978
Forty-Fifth " " ......... July 1, 1978
Forty-Sixth " " ......... April 1, 1979
Forty-Seventh " " ......... October 1, 1979
Forty-Eighth " " ......... July 1, 1980
Forty-Ninth " " ......... April 1, 1981
Fiftieth " " ......... July 1, 1981
Fifty-First " " ......... July 1, 1981
Fifty-Second " " ......... September 1, 1982
Fifty-Third " " ......... December 1, 1982
3
Title Dated
----- -----
Fifty-Fourth Supplemental Indenture ....... June 1, 1983
Fifty-Fifth " " ....... June 1, 1984
Fifty-Sixth " " ....... September 1, 1984
Fifty-Seventh " " ....... November 1, 1984
Fifty-Eighth " " ....... December 1, 1984
Fifty-Ninth " " ....... April 1, 1986
Sixtieth " " ....... November 1, 1986
Sixty-First " " ....... June 1, 1987
Sixty-Second " " ....... November 1, 1987
Sixty-Third " " ....... June 1, 1988
Sixty-Fourth " " ....... February 1, 1989
Sixty-Fifth " " ....... June 1, 1989
Sixty-Sixth " " ....... March 1, 1990
Sixty-Seventh " " ....... April 1, 1991
Sixty-Eighth " " ....... March 1, 1992
Sixty-Ninth " " ....... March 1, 1992
Seventieth " " ....... March 1, 1992
Seventy-First " " ....... July 1, 1992
Seventy-Second " " ....... July 1, 1992
Seventy-Third " " ....... August 1, 1992
Seventy-Fourth " " ....... February 1, 1993
Seventy-Fifth " " ....... April 1, 1993
Seventy-Sixth " " ....... April 1, 1993
Seventy-Seventh " " ....... June 1, 1993
Seventy-Eighth " " ....... August 1, 1993
Seventy-Ninth " " ....... August 1, 1993
Eightieth " " ....... October 1, 1993
Eighty-First " " ....... January 1, 1994
Eighty-Second " " ....... January 1, 1994
Eighty-Third " " ....... October 1, 1994
The Original Indenture and such supplemental indentures are
incorporated herein by this reference and the Original Indenture
as so supplemented and modified is herein called the Mortgage.
First and Refunding Mortgage Bonds (the Bonds) are
presently outstanding under the Mortgage as follows:
4
Principal
Series Amount
------ ---------
Series T 4 1/2%, due May 1, 1995.................... $ 56,600,000
Series U 5 1/8%, due February 1, 1997............... 49,290,000
Bonds of 1988, Series A, 9 3/8%, due June 1, 1998... 150,000,000
Bonds of 1989, Series B, 8 7/8%, due June 1, 1999... 100,000,000
Bonds of 1991, Series A, 8 3/4%, due April 1, 2021.. 100,000,000
Bonds of 1992, Series B, 7 1/4%, due March 1, 1997.. 250,000,000
Bonds of 1992, Series C, 8%, due March 1, 2004...... 250,000,000
Bonds of 1992, Series D, 7 5/8%, due July 1, 2007... 215,000,000
Bonds of 1992, Series E, 7 3/8%, due July 1, 2002... 155,000,000
Bonds of 1992, Series F, 6 1/4%, due August 1, 1998. 75,000,000
Bonds of 1993, Series A, 7 1/4%, due February 1, 2023 100,000,000
Bonds of 1993, Series B, 6 5/8%, due April 1, 2003.. 200,000,000
Bonds of 1993, Series C, 5 7/8%, due April 1, 2000.. 135,000,000
Bonds of 1993, Series D, 7 1/2%, due June 1, 2023... 200,000,000
Bonds of 1993, Series E, 6%, due August 1, 2001..... 100,000,000
Bonds of 1993, Series F, 6%, due August 1, 2002..... 100,000,000
Bonds of 1993, Series G, 6 3/4%, due October 1, 2023 200,000,000
Pollution Control Series 1994A, 5.45%,
due January 1, 2024................... 19,500,000
Bonds of 1994, Series A, 7%, due January 1, 2024.... 125,000,000
Bonds of 1994, Series B, 8 5/8%, due October 1, 2024 200,000,000
Under the Mortgage, any new series of Bonds may at any time
be established by the Board of Directors of the Company in
accordance with the provisions of the Mortgage (up to an
aggregate amount of $5,000,000,000 outstanding at any one time
without further authorization of the stockholder of the Company)
and their terms may be described by a supplemental indenture
executed by the Company and the Trustee.
The Company proposes to create under the Mortgage, as
hereby supplemented (the Indenture), a new series of Bonds to be
designated First and Refunding Mortgage Bonds of 1995 Series A,
8 1/4%, due March 1, 2025, to bear interest from the date of
original issuance thereof and to be due March 1, 2025 and
proposes to issue $200,000,000 aggregate principal amount of such
Bonds.
The aggregate principal amount of Bonds of the Company,
issued or so to be issued and outstanding under the provisions of
and secured by the Indenture, will then be $2,980,390,000,
consisting of $2,780,390,000 aggregate principal amount of Bonds
presently outstanding and $200,000,000 aggregate principal
5
amount of Bonds of 1995, Series A, which are to be issued after
the execution and delivery of this Eighty-Fourth Supplemental
Indenture pursuant to Article 2 of the Original Indenture.
Additional Bonds of certain series herein mentioned and
additional Bonds of all other series hereafter established,
except as may be limited in the 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.
The Company also desires to supplement the Mortgage and add
new provisions thereto pursuant to the provisions of (S)13.01 of
the Original Indenture.
All conditions necessary to authorize the execution,
delivery and recording of this Eighty-Fourth Supplemental
Indenture and to make it a valid and binding indenture of
mortgage for the security of the Bonds of the Company issued or
to be issued under the Indenture have been done or performed.
NOW, THEREFORE, THIS INDENTURE WITNESSETH,
That, in order further to secure equally and ratably the
payment of the principal and interest of the Bonds at any time
issued and outstanding under the Indenture, according to their
tenor and effect, and the performance of all the covenants and
conditions contained in the Indenture or in the Bonds, and for
the purpose, among others, of confirming the lien of the
Indenture, the Company, for and in consideration of the premises
and of the purchase and acceptance of the Bonds by the holders
thereof, and of the sum of One Dollar ($1.00) and of other
valuable consideration to it duly paid by the Trustee at or
before the execution and delivery of these presents, the receipt
whereof is hereby acknowledged, has executed and delivered these
presents and does hereby grant, bargain, sell, convey, transfer,
assign, mortgage, pledge and confirm to the Trustee and its
successors in the trust created by the Indenture and to its and
their assigns all property, real, personal and mixed, tangible
and intangible, rights, privileges, franchises and immunities,
now owned by the Company and within the Granting Clauses
covering after-acquired property.
But expressly excepting (unless and until hereafter
mortgaged, pledged or assigned to the Trustee or otherwise made
subject to the lien of the Indenture, or required so to be by any
provision therein) all properties that would be excepted by
clauses (A) through (H) of Part VI of the Granting Clauses of the
Fourteenth Supplemental Indenture as if such clauses were herein
set out in full.
6
TO HAVE AND TO HOLD all and singular the aforesaid
property, rights, privileges, franchises and immunities, whether
now owned or hereafter acquired, unto the Trustee, its successors
in the trust created by the Indenture and its and their assigns
forever;
BUT IN TRUST NEVERTHELESS, for the further and equal pro
rata benefit, security and protection of all present and future
holders of the Bonds issued and to be issued under and secured by
the Indenture, and to secure the payment of the principal of the
Bonds and the interest thereon, in accordance with provisions of
the Bonds and of the Indenture, without any discrimination,
preference, priority or distinction as to lien or otherwise of
any Bonds over thereof or otherwise howesoever, so that the
principal and interest of every Bond shall be equally and ratably
secured hereby as if all the Bonds had been issued sold and
delivered for value simultaneously with the execution of the
Original Indenture, and to secure the performance of and
compliance with the covenants and conditions of the Bonds and of
the Indenture, and upon the trusts and for the uses and purposes
and subject to the covenants, agreements, provisions and
conditions set forth and declared in the Indenture.
ARTICLE 1.
BONDS OF 1995, Series A.
(S)1.01. There is hereby established a new series of Bonds
to be issued under and secured by the Indenture, to be designated
as the Company's First and Refunding Mortgage Bonds of 1995,
Series A, 8 1/4%, due March 1, 2025 (the Bonds of 1995, Series
A).
There are to be authenticated and delivered $200,000,000
principal amount of Bonds of 1995, Series A, and no further Bonds
of 1995, Series A shall be authenticated and delivered except
upon exchange or transfer pursuant to (S)1.11 of the Original
Indenture. The Bonds of 1995, Series A shall be registered bonds,
without coupons.
The Bonds of 1995, Series A shall be in substantially the
form set out in Article 2 of the Twenty-Fifth Supplemental
Indenture with such insertions, modifications and additions as
may be required by the particular terms and provisions of this
Eighty-Fourth Supplemental Indenture (and in particular this
(S)1.01 and (S)1.04 hereof) for the Bonds of 1995, Series A.
7
Each Bond of 1995, Series A 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.
All Bonds of 1995, Series A shall be due on March 1, 2025,
and shall bear interest at the rate of 8 1/4% per annum, to be
paid semi-annually on the first day of March and on the first day
of September in each year until payment of the principal thereof.
The principal, premium, if any, and interest on the Bonds of
1995, Series A, shall be payable in lawful money of the United
States of America, at the office or agency of The Chase Manhattan
Bank (National Association), or its successor in trust under the
Indenture, in New York, New York. The Regular Record Date for
the payment of the interest payable, and punctually paid or duly
provided for, on any Interest Payment Date with respect to the
Bonds of 1995, Series A shall be the fifteenth day (whether or
not a business day) of the calendar month next preceding such
Interest Payment Date.
Definitive Bonds of 1995, Series A may be issued in the
denomination of $1,000, or any integral multiple thereof.
(S)1.02. The Trustee shall, by virtue of its office as
Trustee, be the Registrar and Transfer Agent of the Company for
the purpose of registering and transferring Bonds of 1995, Series
A. The Company shall cause to be kept at the office or agency of
the Registrar books for such registration and transfer (the Bond
Register) and will permit Bonds of 1995, Series A to be
transferred or registered thereon, in accordance with their terms
and under such reasonable regulations as the Company may
prescribe.
Upon surrender for transfer of any Bonds of 1995, Series A
at the office or agency of the Registrar, the Company shall
execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new
Bonds of 1995, Series A of any authorized denominations, of a
like aggregate principal amount.
At the option of the registered holder, Bonds of 1995,
Series A may be exchanged for other Bonds of 1995, Series A of
any authorized denominations, of a like aggregate principal
amount, upon surrender of Bonds of 1995, Series A to be exchanged
at the office or agency of the Registrar. Whenever any Bonds of
1995, Series A are so surrendered for exchange, the Company shall
execute,
8
and the Trustee shall authenticate and deliver, the Bonds of
1995, Series A which the bondholder making the exchange is
entitled to receive.
All Bonds of 1995, Series A issued upon any such transfer
or exchange shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under
the Indenture, as the Bonds of 1995, Series A surrendered upon
such transfer or exchange.
Every Bond of 1995, Series A presented or surrendered for
transfer or exchange shall (if so required by the Company or the
Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and to
the Registrar duly executed, by the holder thereof or his
attorney duly authorized in writing.
No service charge will be made for any transfer or exchange
of Bonds of 1995, Series A, but payment will be required of a sum
sufficient to cover any tax or other governmental charge that may
be imposed in connection therewith.
The provisions of (S)1.06, (S)1.08 and (S)1.09 of the
Original Indenture shall not be applicable to the Bonds of 1995,
Series A.
The Company shall not be required (a) to issue, transfer or
exchange any Bonds of 1995, Series A during a period beginning at
the opening of business 15 days before the day of the mailing of
a notice of redemption of less than all of the outstanding Bonds
of 1995, Series A and ending at the close of business on the day
of the mailing, or (b) to transfer or exchange any Bonds of 1995,
Series A theretofore selected for redemption in whole or in
part.
(S)1.03. Reference is made to (S)1.03 of the Twenty-Fifth
Supplemental Indenture for provisions concerning the procedure
for the payment of interest on the Bonds of 1995, Series A.
(S)1.04. The Bonds of 1995, Series A shall be subject to
redemption at the option of the Company, as a whole or in part,
at any time or from time to time, on or after March 1, 2005, at
the percentages of the principal amount thereof specified in the
following table under the heading "Regular Redemption Price".
The Bonds of 1995, Series A shall also be subject to redemption
at the option of the Company, as a whole or in part, at any time
or from time to time, on or after March 1, 2005, at the
percentages of the principal amount thereof specified in the
following table under the heading "Special Redemption
9
Price", if redeemed (a) by the application of Funds in Escrow as
defined in (s) 6.02 of the Original Indenture or (b) as a whole
within 12 months after acquisition of not less than a majority of
the outstanding Common Stock of the Company by any municipality
or governmental body, agency, instrumentality or authority, or
any non-profit cooperative body, or any nominee thereof:
The redemption prices The redemption prices
are as follows: are as follows:
During the --------------------- During the---------------------
12 Months Regular Special 12 Months Regular Special
Beginning Redemption Redemption Beginning Redemption Redemption
March 1 Price Price March 1 Price Price
- ---------- ---------- ---------- --------- ---------- ----------
2005 103.48% 100.00% 2015 100.00% 100.00%
2006 103.13 100.00 2016 100.00 100.00
2007 102.78 100.00 2017 100.00 100.00
2008 102.43 100.00 2018 100.00 100.00
2009 102.09 100.00 2019 100.00 100.00
2010 101.74 100.00 2020 100.00 100.00
2011 101.39 100.00 2021 100.00 100.00
2012 101.04 100.00 2022 100.00 100.00
2013 100.70 100.00 2023 100.00 100.00
2014 100.35 100.00 2024 100.00 100.00
together with any unmatured interest accrued to the Redemption
Date, payable on surrender for redemption (the interest
installment payable on the Redemption Date, if such date is an
Interest Payment Date, to be paid to the holder of record at the
close of business on the Regular Record Date for such Interest
Payment Date).
Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date, to each holder at his address
appearing in the Bond Register and shall contain the information
required by (S)3.02 of the Original Indenture. There need be no
publication of such notice despite the provisions of such
(S)3.02.
(S)1.05. The Company covenants that on depositing or
leaving with the Trustee funds for the payment of the principal
and premium (if any) and interest on any Bonds of 1995, Series A
when the same become due, either at maturity or otherwise,
pursuant to (S)10.03 of the Original Indenture, it will make
effective arrangements with the Trustee whereby such funds will
be immediately available for payment to the holder of such Bonds,
and prior to, or within 5 days after, so depositing or leaving
such funds, will give a notice, by first-class mail, postage
prepaid, to each holder at such holder's address appearing in the
Bond Register, stating that such funds have been or
10
will be deposited or left with the Trustee and are or thereupon
will be immediately so available for payment to the holders of
such Bonds and, as full compliance with this Section, shall
deliver to the Trustee proof satisfactory to the Trustee that
such notice has been given, or that arrangements have been made
insuring that such notice will be given, or a written instrument
executed by the Company under its corporate seal, and expressed
to be irrevocable, authorizing the Trustee to give notice for and
on behalf of the Company.
ARTICLE 2.
MISCELLANEOUS PROVISIONS.
(S)2.01. All references herein to any article, section or
provision of the Original Indenture or any supplemental indenture
refer to such article, section or provision as heretofore
supplemented and modified and as hereby further supplemented and
modified, unless, in any case, the context otherwise requires.
Terms used but not defined herein are used as defined in the
Mortgage.
(S)2.02. The recitals in this Eighty-Fourth Supplemental
Indenture except the recital of the succession of The Chase
Manhattan Bank (National Association) (formerly The Chase
Manhattan Bank) to The Chase National Bank of the City of New York
are made by the Company only and not by the Trustee, and all of
the provisions contained in the Mortgage in respect of the
rights, privileges, immunities, powers and duties of the Trustee
shall be applicable in respect of the Bonds of 1995, Series A and
of this Eighty-Fourth Supplemental Indenture as fully and with
like effect as if set forth herein in full.
(S)2.03. As heretofore supplemented and modified and as
supplemented hereby, the Original Indenture is in all respects
ratified and confirmed, and the Original Indenture, as heretofore
supplemented and modified, and this Eighty-Fourth Supplemental
Indenture shall be read, taken and construed as one and the same
instrument.
(S)2.04. Although this Eighty-Fourth Supplemental Indenture
is dated for convenience and for the purpose of reference March
1, 1995, the actual dates of execution by the Company and by the
Trustee are indicated by their respective acknowledgements hereto
annexed.
(S)2.05. In order to facilitate the recording or filing of
this Eighty-Fourth Supplemental Indenture, it may be
simultaneously 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.
11
IN WITNESS WHEREOF, each party hereto has caused this
instrument to be signed in its name and behalf, and its corporate
seal to be hereunto affixed and attested, by its duly authorized
officers, all as of the day and year first above written.
VIRGINIA ELECTRIC AND POWER COMPANY,
[SEAL]
R. E. Rigsby
Senior Vice President
Attest:
J. P. Carney
Assistant Corporate Secretary
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
[SEAL]
C. J. Heinzelmann
Vice President
Attest:
Kathleen Perry
Assistant Secretary
12
COMMONWEALTH OF VIRGINIA:)
) SS.:
CITY OF RICHMOND: )
I, Nancy A. Weaver, a notary public duly qualified,
commissioned, sworn and acting in and for the City and
Commonwealth aforesaid, hereby certify that on this 23rd day of
March, 1995:
(Virginia) R. E. Rigsby and J. P. Carney, whose names as
(Maryland) Senior Vice President and Assistant Corporate
Secretary of VIRGINIA ELECTRIC AND POWER
COMPANY, a corporation, are signed to the
writing above, bearing date on the first day of
March, 1995 have acknowledged the same before
me in my City aforesaid; and
(West R. E. Rigsby, who signed the writing above and
Virginia) hereto annexed bearing date on the first day of
March, 1995 for VIRGINIA ELECTRIC AND POWER
COMPANY, has in my said City, before me,
acknowledged said writing to be the act and
deed of said corporation; and
(North J. P. Carney personally came before me and
Carolina) acknowledged that he is Assistant Corporate
Secretary of VIRGINIA ELECTRIC AND POWER
COMPANY, a corporation, and that, by
authority duly given and as the act of the
corporation, the foregoing instrument was
signed in its name by a Senior Vice President,
sealed with its corporate seal, and attested by
himself as its Assistant Corporate Secretary.
My commission expires: August 31, 1996
IN WITNESS WHEREOF, I have hereunto set my hand and
official seal this 23rd day of March, 1995.
Nancy A. Weaver
Notary Public
[SEAL]
13
STATE OF NEW YORK: )
) SS.:
COUNTY OF NEW YORK: )
I, Margaret M. Price, a notary public duly qualified,
commissioned, sworn and acting in and for the County and State
aforesaid, hereby certify that on this 27th day of March, 1995:
(Virginia) C. J. Heinzelmann and Kathleen Perry, whose names
(Maryland) as Vice President and Assistant Secretary of THE
CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a
corporation, are signed to the writing above,
bearing date on the first day of March, 1995 have
acknowledged the same before me in my County
aforesaid; and
(West C. J. Heinzelmann, who signed the writing above
Virginia) and hereto annexed bearing date on the first day of
March, 1995 for THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), has in my said County, before me,
acknowledged said writing to be the act and deed of
said corporation; and
(North Kathleen Perry personally came before me and
Carolina) acknowledged that she is Assistant Secretary of THE
CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a
corporation, and that, by authority duly given and
as the act of the corporation, the foregoing
instrument was signed in its name by a Vice
President, sealed with its corporate seal, and
attested by herself as its Assistant Secretary.
IN WITNESS WHEREOF, I have hereunto set my hand and
official seal this 27th day of March, 1995.
Margaret M. Price
Notary Public, State of New York
No. 24-4980599
Qualified in Kings County
Certificate Filed in New York County
Commission Expires April 22, 1995
[SEAL]