Exhibit 4
This instrument was prepared by:
K. M. Davis
Florida Power & Light Company
700 Universe Boulevard
Juno Beach, Florida 33408
- -------------------------------------------------------
FLORIDA POWER & LIGHT COMPANY
to
BANKERS TRUST COMPANY
As Trustee under Florida Power & Light
Company's Mortgage and Deed of Trust,
Dated as of January 1, 1944.
Ninety-eighth Supplemental Indenture
Relating to $200,000,000 Principal Amount
of First Mortgage Bonds, 6% Series
due June 1, 2008.
Dated as of June 1, 1998
- -------------------------------------------------------
This Supplemental Indenture has been executed in several counterparts, all of
which constitute but one and the same instrument. This Supplemental Indenture
has been recorded in several counties. and documentary stamp taxes as required
by law in the amount of $700,000, and non-recurring intangible taxes as
required by law in the amount of $55,304.22, were paid on the Supplemental
Indenture recorded in the public records of Palm Beach County, Florida.
Note to Examiner: The new bonds ("New Bonds") being issued in connection with
this Supplemental Indenture are secured by real property and personal property
located both within Florida and outside of Florida. The aggregate fair market
value of the collateral exceeds the aggregate principal amount of (y) the New
Bonds plus (z) the other outstanding bonds secured by the mortgage supplemented
hereby and all previous supplemental indentures thereto. The intangible tax
has been computed pursuant to Section 199.133 (2), Florida Statutes, by (i)
determining the percentage of the aggregate fair market value of the collateral
constituting real property situated in Florida and by multiplying that
percentage times the principal amount of the New Bonds (the result hereinafter
defined as the "Tax Base") and (ii) multiplying the tax rate times the Tax
Base.
NINETY-EIGHTH SUPPLEMENTAL INDENTURE
INDENTURE, dated as of the first day of June, 1998, made and
entered into by and between FLORIDA POWER & LIGHT COMPANY, a corporation of the
State of Florida, whose post office address is 700 Universe Boulevard, Juno
Beach, Florida 33408 (hereinafter sometimes called FPL), and BANKERS TRUST
COMPANY, a corporation of the State of New York, whose post office address is
Four Albany Street, New York, New York 10006 (hereinafter called the Trustee),
as the ninety-eighth supplemental indenture (hereinafter called the Ninety-
eighth Supplemental Indenture) to the Mortgage and Deed of Trust, dated as of
January 1, 1944 (hereinafter called the Mortgage), made and entered into by
FPL, the Trustee and The Florida National Bank of Jacksonville, as Co-Trustee
(now resigned), the Trustee now acting as the sole trustee under the Mortgage,
which Mortgage was executed and delivered by FPL to secure the payment of bonds
issued or to be issued under and in accordance with the provisions thereof,
reference to which Mortgage is hereby made, this Ninety-eighth Supplemental
Indenture being supplemental thereto;
WHEREAS, Section 8 of the Mortgage provides that the form of
each series of bonds (other than the first series) issued thereunder shall be
established by Resolution of the Board of Directors of FPL and that the form of
such series, as established by said Board of Directors, shall specify the
descriptive title of the bonds and various other terms thereof, and may also
contain such provisions not inconsistent with the provisions of the Mortgage as
the Board of Directors may, in its discretion, cause to be inserted therein
expressing or referring to the terms and conditions upon which such bonds are
to be issued and/or secured under the Mortgage; and
WHEREAS, Section 120 of the Mortgage provides, among other
things, that any power, privilege or right expressly or impliedly reserved to
or in any way conferred upon FPL by any provision of the Mortgage, whether such
power, privilege or right is in any way restricted or is unrestricted, may be
in whole or in part waived or surrendered or subjected to any restriction if at
the time unrestricted or to additional restriction if already restricted, and
FPL may enter into any further covenants, limitations or restrictions for the
benefit of any one or more series of bonds issued thereunder, or FPL may cure
any ambiguity contained therein, or in any supplemental indenture, or may
establish the terms and provisions of any series of bonds other than said first
series, by an instrument in writing executed and acknowledged by FPL in such
manner as would be necessary to entitle a conveyance of real estate to record
in all of the states in which any property at the time subject to the Lien of
the Mortgage shall be situated; and
WHEREAS, FPL now desires to create the series of bonds
described in Article I hereof and to add to its covenants and agreements
contained in the Mortgage certain other covenants and agreements to be observed
by it and to alter and amend in certain respects the covenants and provisions
contained in the Mortgage; and
WHEREAS, the execution and delivery by FPL of this Ninety-
eighth Supplemental Indenture, and the terms of the bonds, hereinafter referred
to in Article I, have been duly authorized by the Board of Directors of FPL by
appropriate resolutions of said Board of Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That FPL, in
consideration of the premises and of One Dollar to it duly paid by the Trustee
at or before the ensealing and delivery of these presents, the receipt whereof
is hereby acknowledged, and in further evidence of assurance of the estate,
title and rights of the Trustee and in order further to secure the payment of
both the principal of and interest and premium, if any, on the bonds from time
to time issued under the Mortgage, according to their tenor and effect, and the
performance of all the provisions of the Mortgage (including any instruments
supplemental thereto and any modification made as in the Mortgage provided) and
of said bonds, hereby grants, bargains, sells, releases, conveys, assigns,
transfers, mortgages, pledges, sets over and confirms (subject, however, to
Excepted Encumbrances as defined in Section 6 of the Mortgage) unto Bankers
Trust Company, as Trustee under the Mortgage, and to its successor or
successors in said trust, and to said Trustee and its successors and assigns
forever, all property, real, personal and mixed, acquired by FPL after the date
of the execution and delivery of the Mortgage (except any herein or in the
Mortgage, as heretofore supplemented, expressly excepted), now owned (except
any properties heretofore released pursuant to any provisions of the Mortgage
and in the process of being sold or disposed of by FPL) or, subject to the
provisions of Section 87 of the Mortgage,hereafter acquired by FPL and
wheresoever situated, including (without in anywise limiting or impairing by
the enumeration of the same the scope and intent of the foregoing) all lands,
power sites, flowage rights, water rights, water locations, water
appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways,
dams, dam sites, aqueducts, and all rights or means for appropriating,
conveying, storing and supplying water; all rights of way and roads; all plants
for the generation of electricity by steam, water and/or other power; all
power houses, gas plants, street lighting systems, standards and other
equipment incidental thereto, telephone, radio and television systems,
air-conditioning systems and equipment incidental thereto, water works, water
systems, steam heat and hot water plants, substations, lines, service and
supply systems, bridges, culverts, tracks, ice or refrigeration plants and
equipment, offices, buildings and other structures and the equipment thereof;
all machinery, engines, boilers, dynamos, electric, gas and other machines,
regulators, meters, transformers, generators, motors, electrical, gas
and mechanical appliances, conduits, cables, water, steam heat, gas or other
pipes, gas mains and pipes, service pipes, fittings, valves and connections,
pole and transmission lines, wires, cables, tools, implements, apparatus,
furniture, chattels, and choses in action; all municipal and other franchises,
consents or permits; all lines for the transmission and distribution of
electric current, gas, steam heat or water for any purpose including towers,
poles, wires, cables, pipes, conduits, ducts and all apparatus for use in
connection therewith; all real estate, lands, easements, servitudes, licenses,
permits, franchises, privileges, rights of way and other rights in or relating
to real estate or the occupancy of the same and (except as herein or in the
Mortgage, as heretofore supplemented, expressly excepted) all the right, title
and interest of FPL in and to all other property of any kind or nature
appertaining to and/or used and/or occupied and/or enjoyed in connection with
any property hereinbefore or in the Mortgage, as heretofore supplemented,
described.
TOGETHER WITH all and singular the tenements, hereditaments
and appurtenances belonging or in anywise 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 Mortgage) the
tolls, rents, revenues, issues, earnings, income, products and profits thereof,
and all the estate, right, title and interest and claim whatsoever, at law as
well as in equity, which FPL now has or may hereinafter acquire in and to the
aforesaid property and franchises and every part and parcel thereof.
IT IS HEREBY AGREED by FPL that, subject to the provisions of
Section 87 of the Mortgage, all the property, rights, and franchises acquired
by FPL after the date hereof (except any herein or in the Mortgage, as
heretofore supplemented, expressly excepted) shall be and are as fully granted
and conveyed hereby and as fully embraced within the Lien of the Mortgage, as
if such property, rights and franchises were now owned by FPL and were
specifically described herein and conveyed hereby.
PROVIDED that the following are not and are not intended to be
now or hereafter granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed hereunder and are hereby
expressly excepted from the Lien and operation of this Ninety-eighth
Supplemental Indenture and from the Lien and operation of the Mortgage, as
heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and other
obligations and other securities not hereafter specifically pledged, paid,
deposited, delivered or held under the Mortgage or covenanted so to be;
(2) merchandise, equipment, materials or supplies held for the purpose of sale
in the usual course of business and fuel (including Nuclear Fuel unless
expressly subjected to the Lien and operation of the Mortgage by FPL in a
future Supplemental Indenture), oil and similar materials and supplies
consumable in the operation of any properties of FPL; rolling stock, buses,
motor coaches, automobiles and other vehicles; (3) bills, notes and accounts
receivable, and all contracts, leases and operating agreements not specifically
pledged under the Mortgage or covenanted so to be; (4) the last day of the term
of any lease or leasehold which may hereafter become subject to the Lien of the
Mortgage; (5) electric energy, gas, ice, and other materials or products
generated, manufactured, produced or purchased by FPL for sale, distribution or
use in the ordinary course of its business; all timber, minerals, mineral
rights and royalties; (6) FPL's franchise to be a corporation; and (7) the
properties already sold or in the process of being sold by FPL and heretofore
released from the Mortgage and Deed of Trust, dated as of January 1, 1926, from
Florida Power & Light Company to Bankers Trust Company and The Florida National
Bank of Jacksonville, trustees, and specifically described in three separate
releases executed by Bankers Trust Company and The Florida National Bank of
Jacksonville, dated July 28, 1943, October 6, 1943 and December 11, 1943, which
releases have heretofore been delivered by the said trustees to FPL and
recorded by FPL among the Public Records of all Counties in which such
properties are located; provided, however, that the property and rights
expressly excepted from the Lien and operation of the Mortgage in the above
subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so
excepted in the event and as of the date that the Trustee or a receiver or
trustee shall enter upon and take possession of the Mortgaged and Pledged
Property in the manner provided in Article XIII of the Mortgage by reason of
the occurrence of a Default as defined in Section 65 thereof.
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 FPL as aforesaid, or intended so
to be, unto Bankers Trust Company, the Trustee, and its successors 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 provisos and
covenants as are set forth in the Mortgage, as heretofore supplemented, this
Ninety-eighth Supplemental Indenture being supplemental thereto.
AND IT IS HEREBY COVENANTED by FPL that all terms, conditions,
provisos, covenants and provisions contained in the Mortgage shall affect and
apply to the property hereinbefore described and conveyed and to the estate,
rights, obligations and duties of FPL and the Trustee and the beneficiaries of
the trust with respect to said property, and to the Trustee and its successors
as Trustee of said property in the same manner and with the same effect as if
said property had been owned by FPL at the time of the execution of the
Mortgage, and had been specifically and at length described in and conveyed to
said Trustee, by the Mortgage as a part of the property therein stated to be
conveyed.
FPL further covenants and agrees to and with the Trustee and
its successors in said trust under the Mortgage, as follows:
ARTICLE I
Ninety-fifth Series of Bonds
Section 1. (I) There shall be a series of bonds designated
"6% Series due June 1, 2008", herein sometimes referred to as the "Ninety-fifth
Series", each of which shall also bear the descriptive title First Mortgage
Bond, and the form thereof, which shall be established by Resolution of the
Board of Directors of FPL, shall contain suitable provisions with respect to
the matters hereinafter in this Section specified. Bonds of the Ninety-fifth
Series shall mature on June 1, 2008 and shall be issued as fully registered
bonds in denominations of One Thousand Dollars and, at the option of FPL, in
any multiple or multiples of One Thousand Dollars (the exercise of such option
to be evidenced by the execution and delivery thereof); they shall bear
interest at the rate of 6% per annum, payable semi-annually on June 1 and
December 1 of each year commencing December 1, 1998; the principal of and
interest on each said bond to be payable at the office or agency of FPL in the
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for public
and private debts. Bonds of the Ninety-fifth Series shall be dated as in
Section 10 of the Mortgage provided.
(II) Bonds of the Ninety-fifth Series shall be redeemable
either at the option of FPL or pursuant to the requirements of the Mortgage
(including, among other requirements, the application of cash delivered to or
deposited with the Trustee pursuant to the provisions of Section 64 of the
Mortgage or with proceeds of Released Property) in whole at any time, or in
part from time to time, prior to maturity, upon notice, as provided in
Section 52 of the Mortgage, mailed at least thirty (30) days prior to the date
fixed for redemption (the "Redemption Date"), at a price equal to 100% of
the principal amount thereof plus accrued and unpaid interest, if any, to
the Redemption Date plus a premium, if any (the "Make-Whole Premium") (the
"Redemption Price"). In no event will the Redemption Price be less than
100% of the principal amount of the bonds of the Ninety-fifth series being
redeemed plus accrued interest to the Redemption Date.
The amount of the Make-Whole Premium with respect to any bond
of the Ninety-fifth Series (or portion thereof) to be redeemed will be equal to
the excess, if any, of:
1. the sum of the present values, calculated as of the
Redemption Date, of:
a. each interest payment that, but for such
redemption, would have been payable on the
bond of the Ninety-fifth Series (or portion
thereof) being redeemed on each interest
payment date occurring after the Redemption
Date (excluding any accrued interest for the
period prior to the Redemption Date); and
b. the principal amount that, but for such
redemption, would have been payable at the
final maturity of the bond of the Ninety-fifth
Series (or portion thereof) being redeemed;
over
2. the principal amount of the bond of the Ninety-fifth
Series (or portion thereof) being redeemed.
The present values of interest and principal payments referred
to in clause (1) above will be determined in accordance with generally accepted
principles of financial analysis. Such present values will be calculated by
discounting the amount of each payment of interest or principal from the date
that each such payment would have been payable, but for the redemption, to the
Redemption Date at a discount rate equal to the Treasury Yield (as defined
below) plus 10 basis points.
The Make-Whole Premium will be calculated by an independent
investment banking institution of national standing appointed by the Company;
provided that if the Company fails to make such appointment at least 30
calendar days prior to the Redemption Date, or if the institution so appointed
is unwilling or unable to make such calculation, such calculation will be made
by BancAmerica Robertson Stephens or, if such firm is unwilling or unable to
make such calculation, by an independent investment banking institution of
national standing appointed by the Trustee (in any such case, an "Independent
Investment Banker").
For purposes of determining the Make-Whole Premium, "Treasury
Yield" means a rate of interest per annum equal to the weekly average yield to
maturity of United States Treasury Notes that have a constant maturity that
corresponds to the remaining term to maturity of the bonds of the Ninety-fifth
Series, calculated to the nearest 1/12th of a year (the "Remaining Term"). The
Treasury Yield will be determined as of the third business day immediately
preceding the applicable Redemption Date.
The weekly average yields of United States Treasury Notes will
be determined by reference to the most recent statistical release published by
the Federal Reserve Bank of New York and designated "H.15(519) Selected
Interest Rates" or any successor release (the "H.15 Statistical Release"). If
the H.15 Statistical Release sets forth a weekly average yield for the United
States Treasury Notes having a constant maturity that is the same as the
Remaining Term, then the Treasury Yield will be equal to such weekly average
yield. In all other cases, the Treasury Yield will be calculated by
interpolation, on a straight-line basis, between the weekly average yields on
the United States Treasury Notes that have a constant maturity closest to and
greater than the Remaining Term and the United States Treasury Notes that have
a constant maturity closest to and less than the Remaining Term (in each case
as set forth in the H.15 Statistical Release). Any weekly average yields so
calculated by interpolation will be rounded to the nearest 1/100th of 1%, with
any figure of 1/200th of 1% or above being rounded upward. If weekly average
yields for United States Treasury Notes are not available in the H.15
Statistical Release or otherwise, then the Treasury Yield will be calculated by
interpolation of comparable rates selected by the Independent Investment
Banker.
(III) At the option of the registered owner, any bonds of the
Ninety-fifth Series, upon surrender thereof for cancellation at the office or
agency of FPL in the Borough of Manhattan, The City of New York, together with
a written instrument of transfer wherever required by FPL, duly executed by the
registered owner or by his duly authorized attorney, shall (subject to the
provisions of Section 12 of the Mortgage) be exchangeable for a like aggregate
principal amount of bonds of the same series of other authorized denominations.
Bonds of the Ninety-fifth Series shall be transferable
(subject to the provisions of Section 12 of the Mortgage) at the office or
agency of FPL in the Borough of Manhattan, The City of New York.
Upon any exchange or transfer of bonds of the Ninety-fifth
Series, FPL may make a charge therefor sufficient to reimburse it for any tax
or taxes or other governmental charge, as provided in Section 12 of the
Mortgage, but FPL hereby waives any right to make a charge in addition thereto
for any exchange or transfer of bonds of the Ninety-fifth Series.
ARTICLE II
Dividend Covenant
SECTION 2. Section 3 of the Third Supplemental Indenture, as
heretofore amended, is hereby further amended by inserting the words "or
Ninety-fifth Series" immediately before the words "remain Outstanding".
ARTICLE III
Miscellaneous Provisions
SECTION 3. Subject to the amendments provided for in this
Ninety-eighth Supplemental Indenture, the terms defined in the Mortgage, as
heretofore supplemented, shall, for all purposes of this Ninety-eighth
Supplemental Indenture, have the meanings specified in the Mortgage, as
heretofore supplemented.
SECTION 4. The holders of bonds of the Ninety-fifth Series
consent that FPL may, but shall not be obligated to, fix a record date for the
purpose of determining the holders of bonds of the Ninety-fifth Series entitled
to consent to any amendment, supplement or waiver. If a record date is fixed,
those persons who were holders at such record date (or their duly designated
proxies), and only those persons, shall be entitled to consent to such
amendment, supplement or waiver or to revoke any consent previously given,
whether or not such persons continue to be holders after such record date. No
such consent shall be valid or effective for more than 90 days after such
record date.
SECTION 5. The Trustee hereby accepts the trust herein
declared, provided, created or supplemented and agrees to perform the same upon
the terms and conditions herein and in the Mortgage, as heretofore
supplemented, set forth and upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Ninety-eighth
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made by FPL solely. In general, each and every term
and condition contained in Article XVII of the Mortgage, as heretofore amended,
shall apply to and form part of this Ninety-eighth Supplemental Indenture with
the same force and effect as if the same were herein set forth in full with
such omissions, variations and insertions, if any, as may be appropriate to
make the same conform to the provisions of this Ninety-eighth Supplemental
Indenture.
SECTION 6. Whenever in this Ninety-eighth Supplemental
Indenture either of the parties hereto is named or referred to, this shall,
subject to the provisions of Articles XVI and XVII of the Mortgage, as
heretofore amended, be deemed to include the successors and assigns of such
party, and all the covenants and agreements in this Ninety-eighth Supplemental
Indenture contained by or on behalf of FPL, or by or on
behalf of the Trustee, or either of them, shall, subject as aforesaid, bind and
inure to the respective benefits of the respective successors and assigns of
such parties, whether so expressed or not.
SECTION 7. Nothing in this Ninety-eighth Supplemental
Indenture, expressed or implied, is intended, or shall be construed, to confer
upon, or to give to, any person, firm or corporation, other than the parties
hereto and the holders of the bonds and coupons Outstanding under the Mortgage,
any right, remedy or claim under or by reason of this Ninety-eighth
Supplemental Indenture or any covenant, condition, stipulation, promise or
agreement hereof, and all the covenants, conditions, stipulations, promises and
agreements in this Ninety-eighth Supplemental Indenture contained by or on
behalf of FPL shall be for the sole and exclusive benefit of the parties
hereto, and of the holders of the bonds and coupons Outstanding under the
Mortgage.
SECTION 8. The Mortgage, as heretofore supplemented and
amended and as supplemented hereby, is intended by the parties hereto, as to
properties now or hereafter encumbered thereby and located within the State of
Georgia, to operate and is to be construed as granting a lien only on such
properties and not as a deed passing title thereto.
SECTION 9. This Ninety-eighth Supplemental Indenture shall be
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, FPL has caused its corporate name to be
hereunto affixed, and this instrument to be signed and sealed by its President
or one of its Vice Presidents, and its corporate seal to be attested by its
Secretary or one of its Assistant Secretaries for and in its behalf, and
BANKERS TRUST COMPANY has caused its corporate name to be hereunto affixed, and
this instrument to be signed and sealed by one of its Vice Presidents or
Assistant Vice Presidents, and its corporate seal to be attested by one of its
Assistant Vice Presidents or one of its Assistant Secretaries, all as of the
day and year first above written.
FLORIDA POWER & LIGHT COMPANY
By: /s/ K. M. Davis
------------------------
K. M. Davis
Vice President, Accounting, Controller
and Chief Accounting Officer
9250 West Flagler Street
P. O. Box 029100
Miami, FL 33102
Attest:
/s/ Dilek Samil
- -------------------------------------
Dilek Samil
Treasurer and Assistant Secretary
700 Universe Boulevard
Juno Beach, FL 33408
Executed, sealed and delivered by
FLORIDA POWER & LIGHT COMPANY
in the presence of:
/s/ Harold J. McCarthy
- -------------------------------------
/s/ Anderson R. Livingston
- -------------------------------------
Bankers Trust Company
As Trustee
By: /s/ James C. McDonough
----------------------------
James C. McDonough
Vice President
4 Albany Street, 4th Floor
New York, NY 10006
Attest: /s/ Scott F. Thiel
-----------------------------
Scott F. Thiel
Assistant Vice President
4 Albany Street, 4th Floor
New York, NY 10066
Executed, sealed and delivered
by Bankers Trust Company
in the presence of:
/s/ Sonja Eggi
- -------------------------------------
/s/ David Beane
- -------------------------------------
STATE OF FLORIDA
COUNTY OF PALM BEACH SS.:
On the 11th day of June, in the year 1998, before me personally
came K. M. Davis, to me known, who, being by me duly sworn, did depose and say
that he resides at 1101 N.W. 115th Ave., Plantation, FL 33323; that he is a
Vice President, Accounting, Controller and Chief Accounting Officer of FLORIDA
POWER & LIGHT 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.
I HEREBY CERTIFY, that on this 11th day of June, 1998, before me
personally appeared K. M. Davis and Dilek Samil, respectively, the Vice
President, Accounting, Controller and Chief Accounting Officer and the
Treasurer and Assistant Secretary of FLORIDA POWER & LIGHT COMPANY, a
corporation under the laws of the State of Florida, to me known to be the
persons described in and who executed the foregoing instrument and severally
acknowledged the execution thereof to be their free act and deed as such
officers, for the uses and purposes therein mentioned; and that they affixed
thereto the official seal of said corporation, and that said instrument is the
act and deed of said corporation.
K. M. Davis and Dilek Samil produced Florida Driver's License
No. D120-513-46-467-0 and Florida Driver's License No.S540-160-55-827-0 as
identification, respectively.
WITNESS my signature and official seal at Juno Beach, in the County
of Palm Beach, and State of Florida, the day and year last aforesaid.
/s/ Francine McGuire
-------------------------------------
Notary Public, State of Florida
Commission No. CC401037
My Commission Expires Oct. 21, 1998
STATE OF NEW YORK
COUNTY OF NEW YORK SS.:
On the 11th day of June, in the year 1998, before me personally
came James C. McDonough, to me know, who, being by me duly sworn, did depose
and say that he resides at 150 Draper lane, Dobbs Ferry, New York; that he is
a Vice President of BANKERS TRUST 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.
I HEREBY CERTIFY, that on this 11th day of June, 1998, before me
personally appeared James C. McDonough and Scott F. Thiel, respectively, a Vice
President and an Assistant Vice President of BANKERS TRUST COMPANY, a
corporation under the laws of the state of New York, to me known to be the
persons described in and who executed the foregoing instrument and severally
acknowledged the execution thereof to be their free act and deed as such
officers, for the uses and purposes therein mentioned; and that they affixed
thereto the official seal of said corporation, and that said instrument is the
act and deed of said corporation.
James C. McDonough and Scott Thiel produced New York Driver's
License No. 286 690 794 and New Jersey Driver's License No.T3441 69466 03654 as
identification, respectively.
WITNESS my signature and official seal at New York City, in the
County of New York, and State of New York, the day and year last aforesaid.
/s/ Matthew Sherman
- ------------------------------------
Notary Public, State of New York
Commission No. 01SH5087362
Qualified in Westchester County
My Commission Expires 11/0/99