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ARIZONA PUBLIC SERVICE COMPANY
TO
THE CHASE MANHATTAN BANK
Trustee
First Supplemental Indenture
Dated as of January 15, 1998
To
Indenture
Dated as of January 15, 1998
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6 1/4% Notes Due 2005
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FIRST SUPPLEMENTAL INDENTURE, dated as of January 15, 1998, between
Arizona Public Service Company, a corporation duly organized and existing under
the laws of the State of Arizona (herein called the "Company"), having its
principal office at 400 North Fifth Street, Phoenix, Arizona 85004, and The
Chase Manhattan Bank, a New York banking corporation, as Trustee (herein called
the "Trustee") under the Indenture dated as of January 15, 1998 between the
Company and the Trustee (the "Indenture").
RECITALS OF THE COMPANY
The Company has executed and delivered the Indenture to the Trustee to
provide for the issuance from time to time of its unsecured debentures, notes or
other evidences of indebtedness (the "Securities"), said Securities to be issued
in one or more series as in the Indenture provided.
Pursuant to the terms of the Indenture, the Company desires to provide
for the establishment of a new series of its Securities to be known as its 6
1/4% Notes Due 2005 (herein called the "Notes Due 2005"), the form and substance
of such Notes Due 2005 and the terms, provisions, and conditions thereof to be
set forth as provided in the Indenture and this First Supplemental Indenture.
All things necessary to make this First Supplemental Indenture a valid
agreement of the Company, and to make the Notes Due 2005, when executed by the
Company and authenticated and delivered by the Trustee, the valid obligations of
the Company, have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Notes
Due 2005 by the Holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Notes Due 2005 and the
terms, provisions, and conditions thereof, it is mutually agreed, for the equal
and proportionate benefit of all Holders of the Notes Due 2005, as follows:
ARTICLE ONE
GENERAL TERMS AND CONDITIONS OF
THE NOTES DUE 2005
SECTION 101. There shall be and is hereby authorized a series of
Securities designated the "6 1/4% Notes Due 2005" limited in aggregate principal
amount to $100,000,000, which amount shall be as set forth in any Company Order
for the authentication and delivery of Notes Due 2005. The Notes Due 2005 shall
mature and the principal shall be due and payable together with all accrued and
unpaid interest thereon on January 15, 2005, and shall be issued in the form of
registered Notes Due 2005 without coupons.
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SECTION 102. The Notes Due 2005 shall be issued in certificated form,
except that the Notes Due 2005 shall be issued initially as a Global Security to
and registered in the name of Cede & Co., as nominee of The Depository Trust
Company, as Depositary therefor. Any Notes Due 2005 to be issued or transferred
to, or to be held by, Cede & Co. (or any successor thereof) for such purpose
shall bear the depositary legend in substantially the form set forth at the top
of the form of Note Due 2005 in Article Two hereof (in lieu of that set forth in
Section 204 of the Indenture), unless otherwise agreed by the Company, such
agreement to be confirmed in writing to the Trustee. Such Global Security may be
exchanged in whole or in part for Notes Due 2005 registered, and any transfer of
such Global Security in whole or in part may be registered, in the name or names
of Persons other than such Depositary or a nominee thereof only under the
circumstances set forth in Clause (2) of the last paragraph of Section 305 of
the Indenture, or such other circumstances in addition to or in lieu of those
set forth in Clause (2) of the last paragraph of Section 305 of the Indenture as
to which the Company shall agree, such agreement to be confirmed in writing to
the Trustee. Principal of, and premium, if any, and interest on the Notes Due
2005 will be payable, the transfer of Notes Due 2005 will be registrable and
Notes Due 2005 will be exchangeable for Notes Due 2005 bearing identical terms
and provisions, at the office or agency of the Company in the Borough of
Manhattan, The City and State of New York; provided, however, that payment of
interest may be made at the option of the Company by check mailed to the
registered holder at such address as shall appear in the Security Register.
SECTION 103. Each Note Due 2005 will bear interest at the rate of 6
1/4% per annum from January 16, 1998 or from the most recent Interest Payment
Date (as hereinafter defined) to which interest has been paid or duly provided
for until the principal thereof is paid or made available for payment, payable
on January 15 and July 15 of each year (each, an "Interest Payment Date"),
commencing on July 15, 1998, to the person in whose name such Note Due 2005 or
any Predecessor Security is registered, at the close of business on the January
1 or July 1 next preceding such Interest Payment Date. Any such interest
installment not punctually paid or duly provided for shall forthwith cease to be
payable to the registered holders on such regular record date, and may be paid
to the person in whose name the Note Due 2005 (or one or more Predecessor
Securities) is registered at the close of business on a special record date to
be fixed by the Trustee for the payment of such defaulted interest, notice
whereof shall be given to the registered holders of the Notes Due 2005 not less
than 10 days prior to such special record date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes Due 2005 may be listed, and upon such notice as may
be required by such exchange, all as more fully provided in the Indenture.
The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. Interest will accrue from
January 16, 1998 to, but not including, the relevant payment date. In the event
that any date on which interest is payable on the Notes Due 2005 is not a
Business Day, then payment of interest payable on such date will be made on the
next succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), in each case with the same force and
effect as if made on such date.
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A "Business Day" shall mean any day other than a day on which banking
institutions in The City of New York are authorized or obligated by law or
executive order to close.
SECTION 104. The Company, at its option, at any time, may redeem all,
or, from time to time, any part of the Notes Due 2005, upon notice as provided
in the Indenture at a redemption price equal to the sum of (a) the principal
amount of the Notes Due 2005 (or portion thereof) being redeemed plus accrued
interest thereon to the redemption date and (b) the Make-Whole Amount (if any)
with respect to the Notes Due 2005 being redeemed.
For purposes of this Section 104, the following terms shall have the
following meanings:
"Make-Whole Amount" means, in connection with any optional redemption
of any Notes Due 2005, the excess, if any, of (i) the sum, as determined by a
Quotation Agent (as defined herein) of the present values of the principal
amount of such Notes Due 2005, together with scheduled payments of interest
(exclusive of interest to the date of redemption) from the redemption date to
the Maturity of the Notes Due 2005, in each case discounted to the redemption
date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Treasury Rate (as defined herein) over (ii) 100% of the
principal amount of the Notes Due 2005 to be redeemed.
"Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date, calculated on the third
Business Day preceding the redemption date, plus in each case 0.15% (15 basis
points).
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term from the redemption date to the Maturity of the Notes Due 2005 that would
be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Notes Due 2005.
"Quotation Agent" means the Reference Treasury Dealer selected by the
Trustee after consultation with the Company. "Reference Treasury Dealer" means a
primary U.S. Government securities dealer selected by the Company.
"Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does
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not contain such prices on such Business Day, the average of three (or such
lesser number as is obtained by the Trustee) Reference Treasury Dealer
Quotations for such redemption date.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.
The Trustee shall be under no duty to inquire into, may conclusively
presume the correctness of, and shall be fully protected in acting upon the
Company's calculation of any Redemption Price, including any Make-Whole Amount
(if any).
The Company shall give the Trustee written notice of the Redemption
Price, promptly after the calculation thereof.
Notwithstanding Section 1104 of the Indenture, any notice of redemption
given pursuant to said Section with respect to the foregoing redemption need not
set forth the Redemption Price but only the manner of calculation thereof.
SECTION 105. The Notes Due 2005 shall be defeasible pursuant to Section
1302 and Section 1303 of the Indenture.
ARTICLE TWO
FORM OF NOTES DUE 2005
SECTION 201. The Notes Due 2005 and the Trustee's certificate of
authentication to be endorsed thereon are to be substantially in the following
forms:
Form of Face of Security:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ARIZONA PUBLIC
SERVICE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
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ARIZONA PUBLIC SERVICE COMPANY
6 1/4% Note Due 2005
No. _________ $100,000,000
CUSIP No. 040555BV5
Arizona Public Service Company, a corporation duly organized and
existing under the laws of Arizona (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of One Hundred Million Dollars on January 15, 2005, and to pay
interest thereon from January 16, 1998 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
January 15 and July 15 in each year, commencing July 15, 1998, at the rate of 6
1/4% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the January 1 or July 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and any interest on
this Security will be made at the office or agency of the Company maintained for
that purpose in 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 payment of
public and private debts; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
ARIZONA PUBLIC SERVICE COMPANY
By
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Attest:
- ------------------------------
Form of Reverse of Security.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of January 15, 1998 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Chase Manhattan Bank, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $100,000,000.
The Securities of this series are subject to redemption upon not less
than 30 days' notice by mail at any time at the option of the Company, in whole
or from time to time in part, at a redemption price equal to the sum of (i) the
principal amount of the Securities (or portion thereof) being redeemed plus
accrued interest thereon to the redemption date and (ii) the Make-Whole Amount
(as defined below), if any, with respect to the Securities being redeemed (the
"Redemption Price") .
If notice has been given as provided in the Indenture and funds for the
redemption of any Securities (or any portion thereof) called for redemption
shall have been made available on the redemption date referred to in such
notice, such Securities (or any portion thereof) will cease to bear interest on
the date fixed for such redemption specified in such notice and the only right
of the Holders of such Securities will be to receive payment of the Redemption
Price.
Notice of any optional redemption of Securities of this series (or any
portion thereof) will be given to Holders at their addresses, as shown in the
Security Register for such Securities, not more than 60 nor less than 30 days
prior to the date fixed for redemption. The notice of redemption will specify,
among other items, the Redemption Price or, if not then known, the
7
manner of calculation thereof, and the principal amount of the Securities held
by such Holder to be redeemed. If less than all of the Securities are to be
redeemed at the option of the Company, the Trustee shall select, in such manner
as it shall deem fair and appropriate, the portion of such Securities to be
redeemed in whole or in part.
As used herein:
"Make-Whole Amount" means, in connection with any optional redemption
of any Securities of this series, the excess, if any, of (i) the sum, as
determined by a Quotation Agent (as defined herein), of the present values of
the principal amount of such Securities, together with scheduled payments of
interest (exclusive of interest to the date of redemption) from the redemption
date to the Maturity of such Securities, in each case discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate (as defined herein) over
(ii) 100% of the principal amount of the Securities of this series to be
redeemed.
"Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date, calculated on the third
Business Day preceding the redemption date, plus in each case 0.15% (15 basis
points).
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term from the redemption date to the Maturity of the Securities of this series
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Securities of this series.
"Quotation Agent" means the Reference Treasury Dealer selected by the
Trustee after consultation with the Company. "Reference Treasury Dealer" means a
primary U.S. Government securities dealer selected by the Company.
"Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, the average of
three (or such lesser number as is obtained by the Trustee) Reference Treasury
Dealer Quotations for such redemption date.
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"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.
The Securities of this series will not be subject to any sinking fund.
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or certain restrictive covenants and Events
of Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 662/3% in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
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such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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Form of Trustee's Certificate of Authentication.
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
As Trustee
By
----------------------
Authorized Officer
ARTICLE THREE
ORIGINAL ISSUE OF NOTES DUE 2005
SECTION 301. Notes Due 2005 in the aggregate principal amount of
$100,000,000 may, upon execution of this First Supplemental Indenture, or from
time to time thereafter, be executed by the Company and delivered to the Trustee
for authentication, and the Trustee shall thereupon authenticate and deliver
said Notes Due 2005 in accordance with a Company Order delivered to the Trustee
by the Company, without any further action by the Company.
ARTICLE FOUR
PAYING AGENT AND REGISTRAR
SECTION 401. The Chase Manhattan Bank will be the Paying Agent and
Security Registrar for the Notes Due 2005.
ARTICLE FIVE
SUNDRY PROVISIONS
SECTION 501. Except as otherwise expressly provided in this First
Supplemental Indenture or in the form of Notes Due 2005 or otherwise clearly
required by the context hereof or thereof, all terms used herein or in said form
of Notes Due 2005 that are defined in the Indenture shall have the several
meanings respectively assigned to them thereby.
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SECTION 502. The Indenture, as supplemented by this First Supplemental
Indenture, is in all respects ratified and confirmed, and this First
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.
SECTION 503. The Trustee hereby accepts the trusts herein declared,
provided, created, supplemented, or amended and agrees to perform the same upon
the terms and conditions herein and in the Indenture, as heretofore supplemented
and amended, 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 First Supplemental Indenture or
for or in respect of the recitals contained herein, all of which recitals are
made by the Company solely. In general, each and every term and condition
contained in Article Six of the Indenture shall apply to and form a part of this
First 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
First Supplemental Indenture.
---------------------------------
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.
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IN WITNESS WHEREOF, the parties hereto have caused this First
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.
ARIZONA PUBLIC SERVICE COMPANY
By: Michael V. Palmeri
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Michael V. Palmeri
Treasurer
Attest:
Betsy A. Pregulman
- -----------------------------------
Associate Secretary
THE CHASE MANHATTAN BANK, as Trustee
By: T. J. Foley
----------------------------------
Vice President
Attest:
R. Loren Zen
- -----------------------------------
Senior Trust Officer
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STATE OF ARIZONA )
) ss.:
COUNTY OF MARICOPA )
On the 15th day of January, 1998, before me personally came Michael V.
Palmeri, to me known, who, being by me duly sworn, did depose and say that he is
the Treasurer of Arizona Public Service Company, one of the corporations
described in and which executed the foregoing 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 authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
Linda G. Redman
---------------
Linda G. Redman
My Commission Expires Feb. 8, 1999
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 14th day of January, 1998, before me personally came T. J.
Foley, to me known, who, being by me duly sworn, did depose and say that he is
Vice President of The Chase Manhattan Bank, one of the corporations described in
and which executed the foregoing 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 authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
Annabelle DeLuca
----------------
Annabelle DeLuca
Commission expires July 15, 1999
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