EXHIBIT 4(A)
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BALTIMORE GAS AND ELECTRIC COMPANY
TO
BANKERS TRUST COMPANY, TRUSTEE
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SUPPLEMENTAL INDENTURE
SUPPLEMENTING DEED OF TRUST DATED FEBRUARY 1, 1919
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TO SECURE
$125,000,000
FLOATING RATE SERIES DUE APRIL 15, 1999
FIRST REFUNDING MORTGAGE BONDS
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SUPPLEMENTAL INDENTURE, made as of the fifteenth day of March in the year
nineteen hundred and ninety-four, for convenience of reference, and effective
from the time of execution and delivery hereof, by and between BALTIMORE GAS AND
ELECTRIC COMPANY (name changed from CONSOLIDATED GAS ELECTRIC LIGHT AND POWER
COMPANY OF BALTIMORE on April 4, 1955), a corporation duly created and organized
under the law of the State of Maryland, hereinafter called the "Company," party
of the first part, and BANKERS TRUST COMPANY, a corporation duly created and
organized under the law of the State of New York, having its principal office
and place of business at Four Albany Street, Borough of Manhattan, The City of
New York, hereinafter called the "Trustee," party of the second part.
WHEREAS, The Company heretofore duly executed, acknowledged and delivered to
the Trustee (a) an indenture of mortgage or deed of trust dated February 1, 1919
(which as amended and/or supplemented by the seventy-two supplemental indentures
hereinafter mentioned, is hereinafter called the "Refunding Mortgage"), recorded
among the Land Records or Mortgage Records (as the case may be) of Baltimore
City, Baltimore County, Howard County, Anne Arundel County, Carroll County,
Harford County, Montgomery County, Prince George's County, Calvert County, Cecil
County, and Frederick County, Maryland, and indexed among the Chattel Records of
Baltimore City and each of the counties aforesaid except Frederick County; (b)
twenty-six successive indentures supplemental to and forming a part of the
Refunding Mortgage, dated respectively as of December 1, 1920, October 1, 1921,
September 1, 1922, June 1, 1925, March 1, 1929, July 1, 1930, June 1, 1931,
November 1, 1934, May 1, 1935, July 1, 1935, December 1, 1936, June 15, 1938,
June 1, 1939, January 1, 1941, April 1, 1946, March 1, 1948, December 19, 1949,
December 20, 1949, June 15, 1950, January 15, 1951, June 1, 1953, July 15, 1954,
December 1, 1955, March 1, 1958, June 1, 1960, and July 15, 1962, each recorded
among the Land Records or Mortgage Records (as the case may be) of Baltimore
City and the counties aforesaid, and recorded or indexed (as the case may be)
among the Chattel Records of Baltimore City and the counties aforesaid except
Frederick County; (c) forty-four indentures supplemental to and forming a part
of the Refunding Mortgage, dated as of July 15, 1964, April 15, 1966, August 1,
1967, December 15, 1968, September 15, 1969, April 1, 1970, July 1, 1970,
September 15, 1970, April 15, 1971, September 1, 1971, January 1, 1972, July 1,
1972, September 15, 1972, August 15, 1973, February 1, 1974, July 1, 1974,
September 15, 1974, August 1, 1975, September 15, 1976, July 15, 1977 (three
supplemental indentures), September 15, 1977, July 1, 1978, September 15, 1979
(two supplemental indentures), September 15, 1980, July 8, 1981, October 1,
1981, July 15, 1982, March 1, 1986, June 15, 1987, October 15, 1989, October 15,
1990, August 15, 1991, January 15, 1992, July 1, 1992, February 15, 1993, March
1, 1993, March 15, 1993, April 15, 1993, July 1, 1993, July 15, 1993, and
October 15, 1993, and each recorded among the Land Records of Baltimore City and
the counties aforesaid (with respect to personal property and fixtures located
in Maryland now owned or hereafter acquired by the Company, the lien of the
Refunding Mortgage has been perfected as a security interest under the Maryland
Uniform Commercial Code, by recording and indexing a financing statement in the
office of the Maryland State Department of Assessments and Taxation); (d) the
aforesaid indenture of mortgage or deed of trust dated February 1, 1919, and the
following indentures supplemental thereto dated as of December 1, 1920, November
1, 1934, December 1, 1936, June 15, 1938, January 1, 1941, April 1, 1946,
December 19, 1949, December 20, 1949, June 15, 1950, January 15, 1951, July 15,
1954, December 1, 1955, March 1, 1958, June 1, 1960, July 15, 1962, July 15,
1964, April 15, 1966, August 1, 1967, December 15, 1968, September 15, 1969,
April 1, 1970, July 1, 1970, September 15, 1970, April 15, 1971, September 1,
1971, January 1, 1972, July 1, 1972, September 15, 1972, August 15, 1973,
February 1, 1974, July 1, 1974, September 15, 1974, August 1, 1975, September
15, 1976, July 15, 1977 (three supplemental indentures), September 15, 1977,
July 1, 1978, September 15, 1979 (two supplemental indentures), September 15,
1980, July 8, 1981, October 1, 1981, July 15, 1982, March 1, 1986, June 15,
1987, October 15, 1989, October 15, 1990, August 15, 1991, January 15, 1992,
July 1, 1992, February 15, 1993, March 1, 1993, March 15, 1993, April 15, 1993,
July 1, 1993, July 15, 1993, and October 15, 1993, have been duly recorded in
mortgage books in the respective offices of the Recorders of Deeds in and for
Adams County, Armstrong County, Bedford County, Blair County, Cambria County,
Cumberland County, Franklin County, Huntingdon County, Indiana County,
Montgomery County, Westmoreland County, and York County, Pennsylvania; (e) and
also Supplemental Indentures dated July 26, 1965 and June 16, 1967 have been
duly recorded in mortgage books in the respective offices of the Recorders of
Deeds in and for Armstrong and Indiana Counties, Pennsylvania; and (f) the
aforesaid indenture of mortgage or deed of trust dated February 1, 1919 and the
following supplemental indentures thereto dated as of December 1, 1920, November
1, 1934, December 1, 1936, June 15, 1938, January 1, 1941, April 1, 1946,
December 19, 1949, March 1, 1958, July 15, 1964, April 15, 1966, August 1, 1967,
December 15, 1968, April 1, 1970, April 15, 1971, September 1, 1971, January 1,
1972, July 1, 1972, September 15, 1972, August 15, 1973, February 1, 1974,
September 15, 1976, July 15, 1977 (three supplemental indentures), September 15,
1977, July 1, 1978, September 15, 1979 (two supplemental indentures), March 1,
1986, June 15, 1987, October 15, 1989, October 15, 1990, August 15, 1991,
January 15, 1992, July 1, 1992, February 15, 1993, March 1, 1993, March 15,
1993, April 15, 1993, July 1, 1993, July 15, 1993, and October 15, 1993, have
been duly recorded in the mortgage books in the office of the Recorder of Deeds
in and for Montgomery County, Pennsylvania (with respect to personal property
and fixtures located in Pennsylvania, now owned or hereafter acquired by the
Company, the
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lien of the Refunding Mortgage has been perfected as a security interest under
the Pennsylvania Uniform Commercial Code by filing a financing statement in the
office of the Secretary of the Commonwealth of the Commonwealth of
Pennsylvania); which Refunding Mortgage is hereby referred to and made a part
hereof as fully as if herein recited at length, and the several corporations,
mortgages or deeds of trust, indentures, bonds, notes, securities and stocks
referred to in the Refunding Mortgage are, when hereinafter referred to,
sometimes referred to by the short names by which they are referred to in the
Refunding Mortgage, and the several words, terms and expressions particularly
defined or construed in the Refunding Mortgage, in Section 4 or Section 5 of
Article XI thereof or elsewhere, when used in this supplemental indenture are
used as so defined or construed in the Refunding Mortgage; and
WHEREAS, By the Refunding Mortgage it is among other things provided, in
Section 9 of Article III thereof, that from time to time the Company, when
authorized by a resolution of its Board of Directors, and the Trustee may,
subject to the provisions of the Refunding Mortgage, execute, acknowledge and
deliver indentures supplemental thereto, which thereafter shall form a part
thereof, for the purpose (among others) of conveying, assuring or confirming to,
or vesting in, the Trustee additional property now owned or hereafter acquired
pursuant to Section 7 of Article I or Section 2 of Article III of the Refunding
Mortgage, adding to the covenants of the Company in the Refunding Mortgage for
the protection of the holders of the Securities, making provisions for the
redemption before maturity of any bonds thereafter to be issued thereunder, or
making such provision, not inconsistent with the Refunding Mortgage, as may be
necessary or desirable with respect to matters or questions arising thereunder;
and
WHEREAS, The Company has determined to issue additional bonds under and
pursuant to the provisions of the Refunding Mortgage and has determined to
execute, acknowledge and deliver this indenture, supplemental to the Refunding
Mortgage and hereafter to form a part thereof, for the purpose of conveying,
assuring or confirming to, or vesting in, the Trustee additional property now
owned or hereafter acquired pursuant to Section 7 of Article I or Section 2 of
Article III of the Refunding Mortgage, adding to the covenants of the Company in
the Refunding Mortgage for the protection of the holders of the Securities,
making provisions for the redemption before maturity of bonds hereafter to be
issued under the Refunding Mortgage, and making such provision, not inconsistent
with the Refunding Mortgage, as may be necessary or desirable with respect to
matters or questions arising thereunder, and the Company and the Trustee are
willing so to execute, acknowledge and deliver this supplemental indenture for
the purposes aforesaid; and
WHEREAS, At meetings of the Board of Directors of the Company duly called
and held as provided by law on the seventeenth day of September, 1993 and the
eighteenth day of February, 1994, at which meetings a quorum of said Board of
Directors was present and voted, this supplemental indenture was then and there
submitted to the said Board of Directors and resolutions authorizing the
execution, acknowledgment and delivery of this supplemental indenture and the
issuance, certification and delivery of First Refunding Mortgage Bonds under and
pursuant to the provisions of the Refunding Mortgage, as so supplemented by this
supplemental indenture, were unanimously adopted by the affirmative vote of all
the members so present.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That, in order to
secure the payment of the principal of and interest on all such bonds at any
time issued and outstanding under the Refunding Mortgage, according to their
tenor and effect, and to secure the performance of all the covenants and
conditions contained in the Refunding Mortgage as supplemented by this
supplemental indenture, and to declare the terms and conditions upon which said
bonds are issued, or to be issued, and secured under the Refunding Mortgage,
Baltimore Gas and Electric Company, the party of the first part, in
consideration of the premises and of the purchase of such bonds by the holders
thereof, and of the sum of one dollar, lawful money of the United States of
America, to it duly paid by the Trustee at or before the ensealing and delivery
of these presents, the receipt whereof is hereby acknowledged, has executed and
delivered these presents and hereby ratifies, approves and confirms the
Refunding Mortgage in all respects as fully as if all the terms, provisions,
covenants and conditions thereof were herein again set forth at length, as
supplemented hereby, and has granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, pledged, set over and confirmed, and granted a
security interest therein, and by these presents does grant, bargain, sell,
release, convey, assign, transfer, mortgage, pledge, set over and confirm, and
grant a security interest therein unto Bankers Trust Company, party of the
second part, and unto its successors and assigns forever, all and singular the
premises, property and franchises of the Company other than as excepted in the
Refunding Mortgage, now owned or hereafter acquired in Maryland or Pennsylvania.
TOGETHER with all the rights, privileges and appurtenances to any of said
premises, property and franchises belonging or in anywise appertaining, and the
reversion and reversions, remainder and remainders, rents, issues, income and
profits thereof, and all the estate, right, title and interest which the Company
now has or may hereafter acquire therein or thereto or in or to any part
thereof.
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TO HAVE AND TO HOLD, All and singular the said premises, property and
franchises, appurtenances, rents, issues, income and profits hereby conveyed,
transferred, assigned and confirmed, or intended so to be, unto the Trustee, its
successors and assigns, forever.
IN TRUST, NEVERTHELESS, For the equal and proportionate benefit and security
of all holders of the bonds and interest obligations issued or to be issued
under the Refunding Mortgage, and for the enforcement of the payment of said
bonds and interest obligations when payable and the performance of and
compliance with the covenants and conditions of the Refunding Mortgage as
supplemented by this supplemental indenture, without preference, priority or
distinction, as to lien or otherwise of any series of bonds over any other
series of bonds, or of any one bond over any other bonds, by reason of priority
in the issue or negotiation thereof or otherwise, so that each and every bond
issued or to be issued under the Refunding Mortgage or secured thereby shall
have the same right, lien and privilege under the Refunding Mortgage as
supplemented by this supplemental indenture, and so that the principal and
interest of every such bond, subject to the terms of the Refunding Mortgage as
so supplemented, be equally and proportionately secured thereby as if all had
been duly made, executed, delivered, sold and negotiated simultaneously with the
execution and delivery of the Refunding Mortgage, it being intended that the
lien and security of the Refunding Mortgage shall take effect from the date of
the execution and delivery thereof without regard to the time of such actual
issue, sale or disposition of said bonds, and as though upon said date all of
said bonds had been actually issued, sold and delivered to, and were in the
hands of, holders thereof for value.
AND IT IS HEREBY FURTHER COVENANTED AND DECLARED, That all such bonds are
issued and certified and delivered, or to be issued and certified and delivered,
and the mortgaged premises and property are to be held by the Trustee, subject
to the further covenants, conditions, uses and trusts in the Refunding Mortgage,
as supplemented by this supplemental indenture, set forth, and it is agreed and
covenanted by the Company with the Trustee and the respective holders from time
to time of bonds issued under the Refunding Mortgage as follows, viz:
1. As supplemented hereby, each and all of the terms, provisions,
covenants, conditions, uses and trusts set forth in that portion of the
Refunding Mortgage beginning with and including the words "Article I. Issue and
Appropriation of Bonds," and continuing to the end of the Refunding Mortgage, as
supplemented and amended by the seventy-two successive supplemental indentures
herein above mentioned, are hereby expressly ratified, approved and confirmed,
as fully and with the same force and effect as if the same were herein again set
forth at length, provided, however, that no provision of this Supplemental
Indenture is intended to reinstate any provisions in the Refunding Mortgage
which were amended and superseded by the amendments to the Trust Indenture Act
of 1939 effective as of November 15, 1990.
2. One series of bonds to be issued under and secured by the Refunding
Mortgage shall be designated as Floating Rate Series due April 15, 1999, First
Refunding Mortgage Bonds (hereinafter called "bonds of the Designated Series").
Bonds of the Designated Series shall be issued only as registered bonds in
denominations of one thousand dollars and multiples thereof. Bonds of the
Designated Series may be exchanged for a like aggregate principal amount of
bonds of the Designated Series of other denominations. Each bond of the
Designated Series shall be dated the date of its authentication, shall mature
April 15, 1999, shall be payable as to principal and interest in lawful money of
the United States of America which shall be legal tender at the time such
payment becomes due, at the principal office of Bankers Trust Company (or its
successor in trust), in the Borough of Manhattan, in The City of New York, or at
such other institutions as designated by the Company, provided, however, that
each installment of interest may be paid by mailing checks, or by wire
transfers, for such interest payable to the order of the person entitled thereto
to the registered address of such person as it appears on the books of the
Company, and shall bear interest from the fifteenth day of January, April, July
or October, as the case may be, to which interest has been paid on the bonds of
the Designated Series (unless the date of such bond is prior to July 15, 1994,
in which case it shall bear interest from March 21, 1994), provided however,
that, subject to the provisions of this Section with respect to failure by the
Company to pay any interest on an interest payment date, the holder of any bond
dated after a record date (as hereinafter defined) for the payment of interest
and prior to the date of payment of such interest shall not be entitled to
payment of such interest and shall have no claim against the Company with
respect thereto. Bonds of the Designated Series shall bear interest at the three
month London interbank offered rate ("LIBOR") plus .15 per cent per annum as
calculated and reset in the manner and at the times as described below in
Section 3, payable quarterly on the fifteenth days of January, April, July and
October in each year (the "Interest Payment Dates"). The first interest payment
shall be made on July 15, 1994. The interest payable on any interest payment
date shall be paid to the persons in whose names bonds of the Designated Series
were registered at the close of business on the record date for such payment of
interest notwithstanding any cancellation of bonds of the Designated Series on
any transfer or exchange thereof between such record date and such interest
payment date; except that if the Company shall default in the payment of any
interest due on such interest payment date such defaulted interest shall be paid
to the persons in whose names bonds of the Designated Series are registered
either at the close of business on the subsequent
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record date fixed for payment of such defaulted interest, or (if no such
subsequent record date shall have been fixed) at the close of business on the
day preceding the date of payment of such defaulted interest. A subsequent
record date for payment of defaulted interest may be established by or on behalf
of the Company by notice to holders of bonds of the Designated Series not less
than ten days preceding such record date, which record date shall be not more
than thirty days prior to the subsequent interest payment date. The term "record
date" as used herein shall mean, with respect to any regular interest payment
date, the close of business on the last day of the calendar month next preceding
such interest payment date. The bonds may also be represented by a permanent
global bond or bonds, registered in the name of The Depository Trust Company, as
depositary (the "Depositary"), or a nominee of the Depositary (each such bond
represented by a permanent global bond being referred to herein as a "Book-Entry
Bond"). Beneficial interests in Book-Entry Bonds will only be evidenced by, and
transfers thereof will only be effected through, records maintained by the
Depositary's participants. The Company shall not be required to make transfers
or exchanges of bonds of the Designated Series during a period of fifteen days
preceding the mailing of notice of a partial redemption of bonds of such Series,
or to transfer or exchange bonds of the Designated Series, or the portion
thereof, which shall have been designated for redemption. Upon thirty days'
notice in the manner set forth in Article X, Section 2 of the Refunding
Mortgage, bonds of the Designated Series at any time outstanding shall be
redeemable prior to maturity, as a whole at any time, or in part from time to
time, at the option of the Company, at 100% of principal amount, if redeemed
otherwise than by operation of the sinking fund, and, at any time after July 31,
1996, by operation of the sinking fund provided for by Article X, Section 3 of
the Refunding Mortgage, at 100% of principal amount, with accrued interest to
the date of redemption, provided, however, that prior to April 15, 1996, none of
the bonds of the Designated Series may be redeemed.
3. Bonds of the Designated Series will bear interest at the interest rate
calculated based upon three month LIBOR plus .15%. LIBOR will be determined on
the second London Business Day (as defined below) prior to the first day of each
Interest Period (the "Interest Determination Date"). The period commencing on an
Interest Payment Date and ending on and excluding the next succeeding Interest
Payment Date is called an "Interest Period," with the exception that the first
Interest Period shall extend from March 21, 1994 to July 15, 1994, the first
Interest Payment Date. LIBOR will be determined by Bankers Trust Company acting
as calculation agent (the "Calculation Agent") in accordance with the following
provisions:
(a) With respect to any Interest Determination Date, LIBOR will be
determined on the basis of the offered rates for deposits of not less than
$1,000,000 having the index maturity of three months, commencing on the
second business day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market ("London Business Day")
immediately following such Interest Determination Date, which appear on the
Reuters Screen LIBO Page as of 11:00 A.M., London time, on that Interest
Determination Date. If at least two such offered rates appear on the Reuters
Screen LIBO Page, the rate for such Interest Determination Date will be the
arithmetic mean of such offered rates as determined by the Calculation
Agent.
(b) With respect to an Interest Determination Date on which fewer than
two offered rates for the three month index maturity appear on the Reuters
Screen LIBO Page as described in (a) above, LIBOR will be determined on the
basis of the rates at approximately 11:00 A.M., London time, on such
Interest Determination Date at which deposits in U.S. dollars having the
three month index maturity are offered to prime banks in the London
interbank market by four major banks in the London interbank market selected
by the Calculation Agent commencing on the second London Business Day
immediately following such Interest Determination Date and in a principal
amount not less than $1,000,000 that in the Calculation Agent's judgment is
representative for a single transaction in such market at such time (a
"Representative Amount"). The Calculation Agent will request the principal
London office of each of such banks to provide a quotation of its rate. If
at least two such quotations are provided, LIBOR for such Interest
Determination Date will be the arithmetic mean of such quotations. If fewer
than two quotations are provided, LIBOR for such Interest Determination Date
will be the arithmetic mean of the rates quoted at approximately 11:00 A.M.,
New York City time, on such Interest Determination Date by three major banks
in The City of New York, selected by the Calculation Agent, for loans in
U.S. dollars to leading European banks having the three month index maturity
commencing on the second London Business Day immediately following such
Interest Determination Date and in a Representative Amount; PROVIDED,
HOWEVER, that if fewer than three banks selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the rate of
interest in effect for the applicable period will be the same as the rate of
interest in effect for the immediately preceding Interest Period.
4. The recitals of fact contained herein, in the Refunding Mortgage as
hereby supplemented, and in the bonds (other than the certificate of
authentication of the Trustee on the bonds), shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for the correctness of
the same. The Trustee makes no representations to the value of the mortgaged
property or any part thereof, or as to the title of the Company thereto, or as
to the value or validity of the security afforded thereby and by the Refunding
Mortgage, or as to the
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value or validity of any securities at any time held under the Refunding
Mortgage, or as to the validity of this supplemental indenture or the Refunding
Mortgage or of the bonds issued thereunder, and the Trustee shall incur no
responsibility, except as otherwise provided in the Refunding Mortgage, in
respect of such matters.
5. If and to the extent that any provision of this supplemental indenture
limits, qualifies, or conflicts with another provision of the Refunding Mortgage
required to be included therein by any of Sections 310 to 317, inclusive, of the
Trust Indenture Act of 1939, as amended, such required provision shall control;
provided, however that nothing in this supplemental indenture contained shall be
so construed as to relieve the Company or the Trustee of any duty or obligation
which it would otherwise have to any holder of any bond or bonds heretofore
issued under the Refunding Mortgage, or so construed as to grant to the Trustee
any rights as against any holder of bond or bonds heretofore issued under the
Refunding Mortgage not granted under said Refunding Mortgage, and no provision
in this supplemental indenture contained shall impair any of the rights of any
holder of any bond or bonds heretofore issued under the Refunding Mortgage.
6. All the provisions of this supplemental indenture shall become effective
immediately. This supplemental indenture and all the provisions thereof shall
form a part of the Refunding Mortgage and all references or mention in the
Refunding Mortgage to the Refunding Mortgage or to any of the terms, provisions,
covenants, conditions, uses or trusts thereof or the recitals or statements
therein or to the recording, filing or refiling thereof, shall be applicable to
the terms, provisions, covenants, conditions, uses and trusts of, and the
recitals and statements in, this supplemental indenture and the Refunding
Mortgage as hereby supplemented, and to the recording, filing and refiling
thereof, as fully and with the same force and effect as if all the terms,
provisions, covenants, conditions, uses and trusts of, and all the recitals and
statements in, the Refunding Mortgage were herein again set forth at length and
the entire Refunding Mortgage as hereby supplemented were herein set forth at
length as one new instrument.
IN TESTIMONY WHEREOF, on this fourteenth day of March, 1994, Baltimore Gas
and Electric Company has caused these presents to be signed in its corporate
name by its President or a Vice President, and its corporate seal to be hereunto
affixed, duly attested by its Secretary or an Assistant Secretary; and Bankers
Trust Company has also caused these presents to be signed in its corporate name
by its President or a Vice President or an Assistant Vice President, and its
corporate seal to be hereunto affixed, duly attested by one of its Assistant
Secretaries.
BALTIMORE GAS AND ELECTRIC COMPANY,
By __________/s/_C.W. SHIVERY_________
Vice President
Attest _______/s/_L.H. CHURCH______ (Seal)
Assistant Secretary
STATE OF MARYLAND: SS:
CITY OF BALTIMORE:
I HEREBY CERTIFY, that on this fourteenth day of March, 1994, before me, the
subscriber, a Notary Public of the State of Maryland, in and for the City of
Baltimore aforesaid, personally appeared C.W. Shivery, Vice President of
Baltimore Gas and Electric Company, and on behalf of the said corporation did
acknowledge the foregoing instrument to be the act and deed of Baltimore Gas and
Electric Company.
IN TESTIMONY WHEREOF, I have hereunto set my hand and Notarial Seal on the
day and year aforesaid.
___________/s/_GWEN SMETANA___________
Notary Public
My Commission expires 11/17/97
[BANKERS TRUST COMPANY signature on next page]
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BANKERS TRUST COMPANY,
By ________/s/_ROBERT CAPORALE________
Vice President
Attest ______/s/_SHIKHA DOMBEK_____ (Seal)
Assistant Secretary
STATE OF NEW YORK: SS:
COUNTY OF NEW YORK:
I HEREBY CERTIFY, that on this 14th day of March, 1994, before me, the
subscriber, a Notary Public of the State of New York, in and for the County of
New York aforesaid, personally appeared Robert Caporale, Vice President of
Bankers Trust Company, and on behalf of the said corporation did acknowledge the
foregoing instrument to be the act and deed of Bankers Trust Company; and at the
same time such Vice President, for and on behalf of said corporation, made oath
in due form of law that the consideration stated in the foregoing deed of trust
is true and bona fide as therein set forth, and also that he/she is a Vice
President and agent of the said Bankers Trust Company, Trustee, grantee in the
foregoing instrument and duly authorized to make this affidavit.
IN TESTIMONY WHEREOF, I have hereunto set my hand and Notarial Seal on the
day and year aforesaid.
____________/s/_JOHN FLORIO___________
Notary Public
My Commission expires 12/20/95
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CERTIFICATE OF RESIDENCE
Bankers Trust Company, Mortgagee and Trustee within named, hereby certifies
that its precise residence is Four Albany Street, in the Borough of Manhattan,
in The City of New York, in the State of New York.
BANKERS TRUST COMPANY,
By ________/s/_ROBERT CAPORALE________
Vice President
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