EXHIBIT 4.3
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TELEDYNE, INC.
and
ALLEGHENY TELEDYNE INCORPORATED
to
UNION BANK OF CALIFORNIA, N.A.,
as Trustee
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INDENTURE
Dated as of June 1, 1974
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THIRD SUPPLEMENTAL INDENTURE
Dated as of August 15, 1996
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Guarantee by Allegheny Teledyne Incorporated
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THIRD SUPPLEMENTAL INDENTURE ("Third Supplemental
Indenture"), dated as of August 15, 1996, by and among TELEDYNE,
INC., a Delaware corporation (hereinafter called the "Company"),
having its principal office at 1901 Avenue of the Stars, Los
Angeles, California 90067, ALLEGHENY TELEDYNE INCORPORATED, a
Delaware corporation (hereinafter called the "Guarantor"), having
its principal office at 1000 Six PPG Place, Pittsburgh,
Pennsylvania 15222, and UNION BANK OF CALIFORNIA, N.A., of Los
Angeles, California, as Trustee (hereinafter called the
"Trustee").
RECITALS OF THE COMPANY
The Company has heretofore executed and delivered to
the Trustee an Indenture, dated as of June 1, 1974 (such
instrument and the supplemental indentures mentioned below,
hereinafter collectively called the "Indenture"), providing for
the issue of subordinated debentures of the Company, the first
series of debentures thereunder having been designated as its 10%
Subordinated Debentures Due 2004, Series A. Pursuant to the
Indenture, Series A Debentures were issued of which $59,037,700
aggregate principal amount are Outstanding.
Pursuant to the Indenture, the Company has heretofore
executed and delivered to the Trustee a First Supplemental
Indenture dated as of December 5, 1975, which set forth the terms
of Debentures designated "10% Subordinated Debentures Due 2004,
Series B". Series B Debentures were issued pursuant to the
Indenture, but none of such Series B Debentures remain
Outstanding at the date of this Third Supplemental Indenture.
Pursuant to the Indenture, the Company has heretofore
executed and delivered to the Trustee a Second Supplemental
Indenture dated as of May 5, 1980, which set forth the terms of
Debentures designated "10% Subordinated Debentures Due 2004,
Series C". Series C Debentures were issued pursuant to the
Indenture, of which $305,715,210 aggregate principal amount are
Outstanding.
On the date of this Third Supplemental Indenture, a
wholly-owned subsidiary of the Guarantor has merged with and into
the Company with the Company being the surviving corporation (the
"Merger"), whereupon the Company has become a wholly-owned
subsidiary of the Guarantor.
The Company desires to obtain an exemption from the
requirements of filing with the Securities and Exchange
Commission an annual report and such periodic information,
documents and other reports as are required by Sections 13 and
15(d) of the Securities Exchange Act of 1934 with respect to the
Company during and for its current fiscal year and thereafter,
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and for that purpose the Company and the Guarantor are willing to
supplement the Indenture by adding thereto the provisions set
forth in this Third Supplemental Indenture pursuant to Article
Nine of the Indenture. Such Guarantee is for the benefit, and
will not adversely affect the interests, of the Holders.
The Company has delivered to the Trustee an Opinion of
Counsel stating that the execution of this Third Supplemental
Indenture is permitted by the Indenture.
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration of the premises and of other
good and valuable consideration, receipt of which is hereby
acknowledged, it is mutually covenanted and agreed, for the equal
and proportionate benefit of all Holders of the Debentures, as
follows:
ARTICLE III-1
Guarantee
SECTION III-101. Obligation of Guarantor. The
Guarantor hereby expressly guarantees the due and punctual
payment of the principal of and premium, if any, and interest on
the Debentures, when and as the same shall become due and
payable, whether upon acceleration, redemption or stated
maturity, in accordance with the terms of the Debentures and the
Indenture (herein called the "Guarantee"), and in case of the
failure of the Company punctually to make any such payment of
principal, premium, if any, or interest, the Guarantor hereby
agrees to make any such payment, or cause any such payment to be
made, punctually when and as the same shall be due and payable in
accordance with the terms of the Debentures and the Indenture,
and as if such payment were made by the Company. The Guarantor
does not hereby guarantee the performance by the Company of any
other of the Company's covenants, agreements or obligations under
the Debentures or the Indenture. The Guarantee shall be deemed
to be a third-party beneficiary agreement for the benefit of the
Holders of the Debentures from time to time.
Upon any failure by the Guarantor to make due and
punctual payment of the principal, premium, if any, and/or
interest with respect to which a failure by the Company to make
due and punctual payment in accordance with the terms of the
Debentures and the Indenture shall have occurred, the Trustee and
the Holders of the Debentures shall have the same rights, powers
and duties, exercisable in accordance with the same terms and
conditions and subject to the same limitations, as apply under
the Indenture with respect to such failure by the Company.
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SECTION III-102. Reports, etc. by Guarantor. The
Guarantor shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant
to the Trust Indenture Act at the times and in the manner
provided pursuant to such Act; provided, that any such
information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, shall be filed with the Trustee
within 15 days after the same is so required to be filed with the
Commission.
ARTICLE III-2
Subordination
SECTION III-201. Guarantee Subordinate to Senior
Guarantor Debt. The Guarantor covenants and agrees, and each
Holder of Debentures, by his acceptance thereof, likewise
covenants and agrees, that the Guarantee shall be subordinate and
subject in right of payment, to the extent and in the manner
hereinafter set forth, to the prior payment in full of all Senior
Guarantor Debt.
For all purposes of the Indenture and this Third
Supplemental Indenture, "Senior Guarantor Debt" means the
principal of (and premium, if any) and interest on the guarantee
by Guarantor of payment of the principal of and premium, if any,
and interest on the 6.95% Debentures Due December 15, 2025 of
Allegheny Ludlum Corporation, and any other particular
indebtedness or obligation of the Guarantor not outstanding on
the date hereof but which may be incurred or created thereafter,
or any renewal of any indebtedness or obligation of the Guarantor
thereafter made, unless in the case of any such indebtedness or
obligation or renewal thereof the instrument creating or
evidencing the same or the assumption or guarantee thereof
expressly provides that such indebtedness or obligation is not
superior in right of payment to the Guarantee; provided, however,
that notwithstanding any provision of this paragraph, Senior
Guarantor Debt shall not include Guarantor's guarantee of even
date herewith of the Company's debentures issued pursuant to that
certain indenture dated as of June 1, 1969 as supplemented, which
guarantee shall be pari passu in right and time of payment with
the obligations of Guarantor hereunder.
SECTION III-202. Rights of Senior Guarantor Debt Upon
Dissolution, etc. In the event of any payment or distribution of
assets of the Guarantor upon its dissolution, winding up or
liquidation or upon any reorganization, readjustment, arrangement
or similar proceeding relating to the Guarantor or its property
(whether in bankruptcy, insolvency or receivership proceedings,
or upon an assignment for the benefit of creditors, or upon any
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other marshaling of the assets and liabilities of the Guarantor,
or otherwise),
(1) all Senior Guarantor Debt shall first be paid in
full, or provision made for such payment, before any payment
is made by the Guarantor on account of the principal of (and
premium, if any) or interest on the indebtedness evidenced
by the Debentures;
(2) any payment or distribution of assets of the
Guarantor of any kind or character, whether in cash,
property or securities (other than stock of the Guarantor as
reorganized or readjusted or securities of the Guarantor or
any other corporation provided for by a plan of
reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in this Article
with respect to the Guarantee, to the payment of all Senior
Guarantor Debt at the time outstanding and to any securities
issued in respect thereof under any such plan of
reorganization or readjustment), to which the Holders of the
Debentures would be entitled except for the provisions of
this Article, shall be paid or delivered by the trustee in
bankruptcy, receiver, assignee for benefit of creditors, or
other liquidating agent making such payment or distribution,
directly to the holders of Senior Guarantor Debt or their
representative or representatives or to the trustee or
trustees under any indenture pursuant to which any
instruments evidencing any of such Senior Guarantor Debt may
have been issued pro rata, as their respective interests may
appear, for application to the payment of all Senior
Guarantor Debt remaining unpaid to the extent necessary to
pay all Senior Guarantor Debt in full after giving effect to
any concurrent payment or distribution, or provision
therefor, to the holders of such Senior Guarantor Debt; and
(3) in the event that, notwithstanding the foregoing,
any payment or distribution of assets of the Guarantor of
any kind or character, whether in cash, property or
securities (other than stock of the Guarantor as reorganized
or readjusted or securities of the Guarantor or any other
corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least
to the extent provided in this Article with respect to the
Guarantee, to the payment of all Senior Guarantor Debt at
the time outstanding and to any securities issued in respect
thereof under any such plan of reorganization or
readjustment), shall be received by the Trustee or the
Holders of the Debentures before all Senior Guarantor Debt
is paid in full, or provision made for its payment, such
payment or distribution shall be held in trust for the
benefit of, and shall be paid over or delivered to, the
holders of such Senior Guarantor Debt or their
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representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any
instruments evidencing any of such Senior Guarantor Debt may
have been issued, pro rata as their respective interests may
appear, for application to the payment of all Senior
Guarantor Debt remaining unpaid to the extent necessary to
pay all such Senior Guarantor Debt in full after giving
effect to any concurrent payment of distribution, or
provision therefor, to the holders of such Senior Guarantor
Debt.
The Guarantor shall give prompt written notice to the Trustee of
any such dissolution, winding up, liquidation, reorganization,
readjustment, arrangement or similar proceeding. The Trustee
(subject to Section 601 of the Indenture) shall be entitled to
assume that no such event has occurred unless and until the
Trustee shall have received notice in writing thereof from the
Guarantor or a holder of Senior Guarantor Debt. Upon any payment
or distribution of assets of the Guarantor referred to in this
Article, the Trustee (subject to Section 601 of the Indenture)
shall be entitled to rely upon a certificate of the trustee in
bankruptcy, receiver, assignee for benefit of creditors or other
liquidating agent making such payment or distribution, delivered
to the Trustee or to the Holders of Debentures, for the purpose
of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Guarantor Debt and other
indebtedness of the Guarantor, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and
all other facts pertinent thereto or to this Article.
SECTION III-203. Subrogation and Purpose of Article.
Subject to the payment in full of all Senior Guarantor Debt,
Holders of the Debentures (together with the holders of any other
indebtedness of the Guarantor which is subordinate in right of
payment to the payment of other indebtedness of the Guarantor but
is not subordinate in right of payment to the Guarantee and by
its terms grants such right of subrogation to the holders
thereof) shall be subrogated to the rights of the holders of
Senior Guarantor Debt to receive payments or distributions of
assets of the Guarantor made on the Senior Guarantor Debt until
the principal of (and premium, if any) and interest on the
Debentures shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of
Senior Guarantor Debt of any cash, property or securities to
which the Holders of the Debentures or the Trustee would be
entitled except for the provisions of this Article, and no
payment over pursuant to the provisions of this Article to the
holders of Senior Guarantor Debt by the Holders of the Debentures
shall, as between the Guarantor, its creditors other than the
holders of Senior Guarantor Debt and the Holders of Debentures,
be deemed to be a payment by the Guarantor to or on account of
Senior Guarantor Debt, it being understood that the provisions of
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this Article are and are intended solely for the purpose of
defining the relative rights of the Holders of the Debentures, on
the one hand, and the holders of Senior Guarantor Debt, on the
other hand.
SECTION III-204. Effect of Article on Other Creditors.
Nothing contained in this Article or in the Indenture, or in the
Debentures, is intended to or shall impair, as between the
Guarantor, its creditors other than the holders of Senior
Guarantor Debt, and the Holders of the Debentures, the obligation
of the Guarantor, which is absolute and unconditional, to pay to
the Holders of the Debentures the principal of (and premium, if
any) and interest on the Debentures, as and when the same shall
become due and payable in accordance with their terms, or to
affect the relative rights of the Holders of the Debentures and
creditors of the Guarantor other than the holders of Senior
Guarantor Debt, nor shall anything herein or therein prevent the
Trustee or the Holder of any Debenture from exercising all
remedies otherwise permitted by applicable law upon default under
the Indenture, subject to the rights, if any, under this Article
of the holders of Senior Guarantor Debt in respect of cash,
property or securities of the Guarantor received upon the
exercise of any such remedy.
SECTION III-205. Default on Senior Guarantor Debt. If
there shall have occurred a default on any Senior Guarantor Debt,
then, unless and until such default shall have been cured or
waived, no payment shall be made by the Guarantor with respect to
the principal (including any Sinking Fund payments) of (or
premium, if any) or interest on the Debentures, except that
Debentures acquired prior to default may be delivered in lieu of
a Sinking Fund payment in cash in accordance with Section 1202 of
the Indenture.
SECTION III-206. Payments by Guarantor and Trustee.
Nothing contained in this Article or in the Indenture, or in any
of the Debentures, shall prevent:
(1) the Guarantor from making payment of the principal
of (or premium, if any) or interest on the Debentures or
from depositing with the Trustee or any Paying Agent moneys
for such payments, at any time except under the conditions
described in Section III-205 or during the pendency of any
dissolution, winding up or liquidation of the Guarantor or
reorganization, readjustment, arrangement or other
proceeding affecting the affairs of the Guarantor; or
(2) the application by the Trustee or any Paying Agent
of any moneys deposited with it under the Indenture or this
Third Supplemental Indenture to the payment of or on account
of the principal of (or premium, if any) or interest on the
Debentures, or the acceptance by the Trustee of Debentures
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delivered in lieu of a Sinking Fund payment in cash in
accordance with Section 1202 of the Indenture, if such
payment or delivery would not have been prohibited by the
provisions of Section 1202 of the Indenture or Section III-
205 on the dates such moneys were so deposited or Debentures
delivered.
SECTION III-207. Enforcement Rights not Prejudiced.
No right of any present or future holders of any Senior Guarantor
Debt to enforce subordination as herein provided shall at any
time in any way be prejudiced or impaired by any act or failure
to act on the part of the Guarantor or by any act or failure to
act in good faith by any such holder, or by any noncompliance by
the Guarantor with the terms, provisions and covenants of this
Third Supplemental Indenture, regardless of any knowledge thereof
any such holder may have or be otherwise charged with.
SECTION III-208. Trustee as Attorney-in-Fact. By
accepting a Debenture, the Holder thereof authorizes and directs
the Trustee in his behalf to take such action as may be necessary
or appropriate to effectuate the subordination as provided in
this Article and appoints the Trustee his attorney-in-fact for
any and all such purposes.
SECTION III-209. Trustee's Senior Guarantor Debt. The
Trustee shall be entitled to all the rights set forth in this
Article in respect of any Senior Guarantor Debt at any time held
by it, to the same extent as any other holder of Senior Guarantor
Debt, and nothing in Section 613 or elsewhere in the Indenture
shall deprive the Trustee of any of its rights as such holder.
ARTICLE III-3
Debenture Forms
SECTION III-301. Notation. Debentures issued upon any
registration of transfer or exchange of Debentures shall be
imprinted by the Trustee with the following notation:
Allegheny Teledyne Incorporated, a Delaware
corporation, has guaranteed the due and punctual
payment of the principal of and premium, if any, and
interest on this Security, and the holder of this
Security is entitled to the benefits of such guarantee
which is, to the extent and in the manner provided in
the supplemental indenture mentioned below, subordinate
and subject in right of payment to the prior payment in
full of all Senior Guarantor Debt, whether outstanding
on the date of such supplemental indenture or
thereafter incurred or created, and such guarantee is
issued subject to such provisions. Each Holder of this
Debenture, by accepting the same (i) agrees to and
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shall be bound by such provisions, (ii) authorizes and
directs the Trustee on such Holder's behalf to take
such action as may be necessary or appropriate to
effectuate the subordination as provided in such
supplemental indenture, and (iii) appoints the Trustee
as such Holder's attorney-in-fact for such purpose.
Reference is hereby made to the Third Supplemental
Indenture dated as of August 15, 1996, copies of which
are on file with the Trustee, for the precise terms of
the guarantee therein made.
SECTION III-302. New Debentures. If the Company shall
so determine, new Debentures so modified as to conform, in the
opinion of the Trustee and the Company, to this Third
Supplemental Indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in
exchange for Outstanding Debentures, instead of being imprinted
as hereinabove provided.
ARTICLE III-4
General Provisions
SECTION III-401. Recitals. The recitals contained
herein shall be taken as the statements of the Company and the
Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to validity or sufficiency of
this Third Supplemental Indenture.
SECTION III-402. Definitions. Terms used in this
Third Supplemental Indenture which are defined in the Indenture
and not otherwise defined herein shall have the respective
meanings set forth in the Indenture.
SECTION III-403. Notices, etc. to Trustee and
Guarantor. Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document
provided or permitted by this Third Supplemental Indenture to be
made upon, given or furnished to, or filed with,
(1) the Trustee by the Guarantor shall be sufficient
for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate
Trust Office, or
(2) the Guarantor by the Trustee or by any Holder
shall be sufficient for every purpose hereunder if in
writing and mailed, first-class postage prepaid, to the
Guarantor addressed to it at the address of its principal
office specified in the first paragraph of this instrument
or at any other address previously furnished in writing to
the Trustee by the Guarantor.
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SECTION III-404. Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts with
another provision which is required to be included in this Third
Supplemental Indenture by any of the provisions of TIA, such
required provision shall control.
SECTION III-405. Effect of Headings. The Article and
Section headings herein are for convenience only and shall not
affect the construction hereof.
SECTION III-406. Successors and Assigns. All
covenants and agreements in this Third Supplemental Indenture by
the Guarantor shall bind its successors and assigns, whether so
expressed or not.
SECTION III-407. Separability Clause. In any case any
provision in this Third Supplemental Indenture or in the
Debentures shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.
SECTION III-408. Benefits of Third Supplemental
Indenture. Nothing in this Third Supplemental Indenture or in
the Debentures, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, the
holders of Senior Guarantor Debt and the Holders of Debentures,
any benefit or any legal or equitable right, remedy or claim
under this Third Supplemental Indenture.
SECTION III-409. Governing Law. This Third
Supplemental Indenture shall be governed by and construed in
accordance with the laws of the jurisdiction which govern the
Indenture and its construction.
SECTION III-410. Indenture Confirmed. The Indenture,
except as herein amended, supplemented or modified, is in all
respects ratified and confirmed by this Third Supplemental
Indenture, and the provisions of this Third Supplemental
Indenture shall be deemed to be a part of the Indenture.
SECTION III-411. Date. The date of this Third
Supplemental Indenture is intended as and for a date for the
convenient identification of this instrument and is not intended
to indicate that this instrument was executed or delivered on
said date, it being hereby provided and stipulated that this
instrument may be executed and delivered either on said date or
before or after said date, and is, in fact, executed and
delivered on the dates of the respective certificates of
acknowledgement hereto attached.
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SECTION III-412. Execution by Trustee. The Trustee
has executed this instrument solely on the condition that in
addition to any and all rights, powers, privileges and immunities
given to it by this instrument, it shall also have and enjoy with
respect to this instrument all of the rights, powers, privileges
and immunities given to it by the Indenture.
[REST OF PAGE INTENTIONALLY LEFT BLANK.]
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* * *
This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Third Supplemental Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and attested,
all as of the day and year first above written.
Attest: TELEDYNE, INC.
/s/ Joel C. Colbourn By: /s/ William P. Rutledge
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Name: Joel C. Colbourn Name: William P. Rutledge
Title: Assistant Treasurer Title: Chief Executive
Officer
Attest: ALLEGHENY TELEDYNE
INCORPORATED
/s/ Jon D. Walton By: /s/ William P. Rutledge
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Name: Jon D. Walton Name: William P. Rutledge
Title: Vice President - Title: Chief Executive
General Counsel & Officer
Secretary
Attest: UNION BANK OF CALIFORNIA, N.A.
/s/ Jon D. Walton By: /s/ Andrew R. Ball
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Name: Jon D. Walton Name: Andrew R. Ball
Title: Vice President - Title: Assistant
General Counsel & Vice President
Secretary
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STATE OF CALIFORNIA )
: ss
COUNTY OF LOS ANGELES )
On this 9th day of August, in the year 1996, before me, a
Notary Public in and for said County and State, personally appeared
William P. Rutledge, known to me to be a Chief Executive Officer of
Teledyne, Inc., one of the corporations that executed the within
instrument, and acknowledged to me that such corporation executed the
within instrument pursuant to its By-Laws or a resolution of its Board
of Directors.
/s/ Keisha Benson
-----------------------------------
Notary Public in and for the
State of California
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STATE OF CALIFORNIA )
: ss
COUNTY OF LOS ANGELES )
On this 9th day of August, in the year 1996, before me, a
Notary Public in and for said County and State, personally appeared
William P. Rutledge, known to me to be a President and Chief Executive
Officer of Allegheny Teledyne Incorporated, one of the corporations
that executed the within instrument, and acknowledged to me that such
corporation executed the within instrument pursuant to its By-Laws or
a resolution of its Board of Directors.
/s/ Keisha Benson
-----------------------------------
Notary Public in and for the
State of California
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STATE OF CALIFORNIA )
: ss
COUNTY OF LOS ANGELES )
On this 9th day of August, in the year 1996, before me, a
Notary Public in and for said County and State, personally appeared
ANDREW R. BALL, known to me to be an Assistant Vice President of Union
Bank of California, N.A., one of the corporations that executed the
within instrument, and acknowledged to me that such corporation
executed the within instrument pursuant to its By-Laws or a resolution
of its Board of Directors.
/s/ Lisa Shepherd
-----------------------------------
Notary Public in and for the
State of California
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