OHIO EDISON COMPANY
with
THE BANK OF NEW YORK,
As Trustee
---------------------
SIXTY-NINTH SUPPLEMENTAL INDENTURE
Providing among other things for
FIRST MORTGAGE BONDS
Pledge Series of 1998 due 2006
-----------------------
Dated as of April 1, 1998
SUPPLEMENTAL INDENTURE, dated as of April 1, 1998 between
Ohio Edison Company, a corporation organized and existing under
the laws of the State of Ohio (hereinafter called the
"Company"), party of the first part, and The Bank of New York, a
corporation organized and existing under the laws of the State
of New York (hereinafter called the "Trustee"), as Trustee under
the Indenture hereinafter referred to, party of the second part.
Whereas, the Company has heretofore executed and delivered
to Bankers trust company, as trustee (hereinafter called the
"Old Trustee"), a certain Indenture of Mortgage and Deed of
Trust, dated as of August 1, 1930, to secure an issue of bonds
of the Company, issued and to be issued in series, from time to
time, in the manner and subject to the conditions set forth in
the said Indenture; and the said Indenture has been supplemented
by sixty-eight supplemental indentures, which Indenture as so
supplemented and to be hereby supplemented is hereinafter
referred to as the "Indenture"; and
WHEREAS, the Trustee has succeeded the Old Trustee as
trustee under the Indenture pursuant to Article XVI thereof; and
WHEREAS, the Indenture provides for the issuance of bonds
thereunder in one or more series, the form of each series of
bonds and of the coupons to be attached to the coupon bonds, if
any, to be substantially in the forms set forth therein with
such insertions, omissions and variations as the Board of
Directors of the Company may determine; and
Whereas, the Company, by appropriate corporate action in
conformity with the terms of the Indenture, has duly determined
to create a new series of bonds under the Indenture, consisting
of $125,097,000 in principal amount to be designated as "First
Mortgage Bonds Pledge Series of 1998 due 2006" (hereinafter
sometimes referred to as the "bonds of First Pledge Series"),
the bonds of which series are to bear interest at the rate of
6.38% per annum, are to mature April 15, 2006, and are to be
substantially in the following form:
[Form of Bond of First Pledge Series]
This Bond is not transferable except to a successor trustee
under the General Mortgage Indenture and Deed of Trust, dated as
of January 1, 1998, between the Company and The Bank of New
York, as Trustee, or in connection with the exercise of the
rights and remedies of the holder hereof consequent upon a
"default" as defined in the Mortgage referred to herein.
OHIO EDISON COMPANY
First Mortgage Bond Pledge Series of 1998 Due 2006
Due April 15, 2006
$ No.
Ohio Edison Company, a corporation of the State of Ohio
(hereinafter called the Company), for value received, hereby
promises to pay to , or
registered assigns, dollars at an office or
agency of the Company in the Borough of Manhattan, The City of
New York, N.Y. or in the City of Akron, Ohio, on April 15, 2006
in any coin or currency of the United States of America which at
the time of payment is legal tender for public and private
debts, and to pay at said offices or agencies to the registered
owner hereof, in like coin or currency, interest thereon from
the Initial Interest Accrual Date (hereinbelow defined) at the
rate of six and thirty-eight hundredths per centum per annum.
Payments of principal of and interest on this bond shall be made
at an office or agency of the Company in the Borough of
Manhattan, The City of New York, N.Y. or in the City of Akron,
Ohio.
Payment of principal of principal of, or premium or
interest on, the Company's First Mortgage Bonds Guarantee Series
of 1998 (the "General Mortgage Bonds") issued under the
Company's General Mortgage Indenture and Deed of Trust to The
Bank of New York, as Trustee, dated as of January 1, 1998,
shall, to the extent thereof, be deemed to satisfy and discharge
the obligation of the Company, if any, to make a payment of
principal, premium or interest, as the case may be, in respect
of this bond which is then due.
The provisions of this bond are continued on the reverse
hereof and such continued provisions shall for all purposes have
the same effect as though fully set forth at this place.
This bond shall not become obligatory until The Bank of New
York, the Trustee under the Mortgage referred to on the reverse
hereof, or its successor thereunder, shall have authenticated
the form of certificate endorsed hereon.
In witness whereof, Ohio Edison Company has caused this
bond to be signed in its name by its President or a Vice
President, by his signature or a facsimile thereof, and its
corporate seal to be printed hereon, attested by its Secretary
or an Assistant Secretary, by his signature or a facsimile
thereof.
Dated, ,
Ohio Edison Company,
By:
Title:
Attest:
Title:
[Form of Trustee's Authentication Certificate]
Trustee's Authentication Certificate
This bond is one of the bonds of the series designated
therein, described in the within-mentioned Mortgage.
The Bank of New York,
as Trustee,
By:
Authorized Officer
[Form of Bond of First Pledge Series]
[Reverse]
OHIO EDISON COMPANY
FIRST MORTGAGE BOND PLEDGE SERIES OF 1998 DUE 2006
This bond is one of an issue of bonds of the Company,
issuable in series, and is one of a series known as its First
Mortgage Bonds of the series designated in its title, all issued
and to be issued under and equally secured (except as to any
sinking fund established in accordance with the provisions of
the Mortgage hereinafter mentioned for the bonds of any
particular series) by an Indenture of Mortgage and Deed of
Trust, dated as of August 1, 1930, executed by the Company to
The Bank of New York, as Trustee, as amended and supplemented by
indentures supplemental thereto, to which Indenture as so
amended and supplemented (herein referred to as the "Mortgage")
reference is made for a description of the property mortgaged
and pledged, the nature and extent of the security, the rights
of the holders of the bonds in respect thereof and the terms and
conditions upon which the bonds are secured.
Bonds of this series are not redeemable prior to their
maturity.
As a sinking fund, to the extent that the General Mortgage
Bonds are called for redemption, a like principal amount of
bonds of this series shall become due and payable on the
redemption date that such General Mortgage Bonds are to be
redeemed, together with accrued interest to such date.
The Initial Interest Accrual Date for the bonds of this
series shall be the date that interest begins to accrue on the
General Mortgage Bonds.
As more fully described in the supplemental indenture
establishing the terms and provisions of the bonds of this
series, the Company reserves the right, without any consent or
other action by holders of the bonds of this series, to amend
the Mortgage to provide (a) that the Mortgage, the rights and
obligations of the Company and the rights of the bondholders may
be modified with the consent of the holders of not less than 60%
in principal amount of the bonds adversely affected; provided,
however, that no modification shall (1) extend the time, or
reduce the amount, of any payment on any bond, without the
consent of the holder of each bond so affected, (2) permit the
creation of any lien, not otherwise permitted, prior to or on a
parity with the lien of the Mortgage, without the consent of the
holders of all bonds then outstanding, or (3) reduce the above
percentage of the principal amount of bonds the holders of which
are required to approve any such modification without the
consent of the holders of all bonds then outstanding and
(b) that (i) additional bonds may be issued against 70% of the
value of the property which forms the basis for such issuance
and (ii) the charge against property subject to a prior lien
which is used to effectuate the release of property under the
Mortgage be similarly based.
The principal hereof may be declared or may become due on
the conditions, in the manner and at the time set forth in the
Mortgage, upon the occurrence of a completed default as in the
Mortgage provided.
No recourse shall be had for the payment of the principal
of or interest on this bond against any incorporator or any
past, present or future subscriber to the capital stock,
stockholder, officer or director of the Company or of any
predecessor or successor corporation, either directly or through
the Company or a predecessor or successor corporation, under any
rule of law, statute or constitution or by the enforcement of
any assessment or otherwise, all such liability of
incorporators, subscribers, stockholders, officers and directors
being released by the registered owner hereof by the acceptance
of this bond and being likewise waived and released by the terms
of the Mortgage.
The bonds of this series are issuable only as registered
bonds without coupons in denominations of $1,000 and authorized
multiples thereof. The Company and the Trustee may deem and
treat the person in whose name this bond is registered as the
absolute owner for the purpose of receiving payment of or on
account of the principal and interest due hereon and for all
other purposes. Registered bonds of this series shall be
exchangeable at said offices or agencies of the Company for
registered bonds of other authorized denominations having the
same aggregate principal amount, in the manner and upon the
conditions prescribed in the Mortgage. Notwithstanding any
provision of the Mortgage, (a) neither the Company nor the
Trustee shall be required to make transfers or exchanges of
bonds of this series during the period between any interest
payment date for such series and the record date next preceding
such interest payment date, and (b) no charge shall be made upon
any transfer or exchange of bonds of this series other than for
any tax or taxes or other governmental charge required to be
paid by the Company.
[END OF FORM OF BOND OF FIRST PLEDGE SERIES]
and
Whereas, Section 115 of the Indenture provides that the
Company and the Trustee may, from time to time and at any time,
enter into such indentures supplemental thereto as shall be
deemed necessary or desirable for one or more purposes,
including, among others, to describe and set forth the
particular terms and the form of additional series of bonds to
be issued under the Indenture, to add other limitations on the
issue of bonds, withdrawal of cash or release of property, to
add to the covenants and agreements of the Company for the
protection of the holders of the bonds and of the mortgaged and
pledged property, to supplement defective or inconsistent
provisions contained in the Indenture, and for any other purpose
not inconsistent with the terms of the Indenture; and
Whereas, all things necessary to make the bonds of First
Pledge Series when authenticated by the Trustee and issued as in
the Indenture provided, the valid, binding and legal obligations
of the Company, entitled in all respects to the security of the
Indenture, have been done and performed, and the creation,
execution and delivery of this Supplemental Indenture have in
all respects been duly authorized; and
Whereas, the Company and Trustee deem it advisable to enter
into this Supplemental Indenture for the purposes of describing
the bonds of First Pledge Series and of establishing the terms
and provisions thereof, confirming the mortgaging under the
Indenture of additional property for the equal and proportionate
benefit and security of the holders of all bonds at any time
issued thereunder, amplifying the description of the property
mortgaged, adding other limitations to the Indenture on the
issue of bonds, withdrawal of cash or release of property, and
adding to the covenants and agreements of the Company for the
protection of the holders of bonds and of mortgaged and pledged
property;
Now, therefore, this supplemental indenture witnessth:
That Ohio Edison Company, 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 of the purchase and acceptance of the
bonds issued or to be issued hereunder by the holders thereof,
and in order to secure the payment both of the principal and
interest of all bonds at any time issued and outstanding under
the Indenture, according to their tenor and effect, and the
performance of all the provisions of the Indenture and of said
bonds, hath granted, bargained, sold, released, conveyed,
assigned, transferred, pledged, set over and confirmed and by
these presents doth grant, bargain, sell, release, convey,
assign, transfer, pledge, set over and confirm unto The Bank of
New York, as Trustee, and to its successor or successors in said
trust, and to its and their assigns forever, all the properties
of the Company described in Schedule A (which is identified by
the signature of an officer of each party hereto at the end
thereof) hereto annexed and hereby made a part hereof;
Together with all and singular the tenements, hereditaments
and appurtenances belonging or in any wise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the
provisions of Article XI of the Indenture) the tolls, rents,
revenues, issues, earnings, income, product and profits thereof,
and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now
has or may hererafter acquire in and to the aforesaid property
and franchises and every part and parcel thereof.
The Company does hereby agree and does hereby confirm and
reaffirm the agreement made by it in the Indenture, dated as of
August 1, 1930, that all property, rights and franchises
acquired by the Company after the date of the Indenture, dated
as of August 1, 1930 (except any hereinafter expressly
excepted), shall be as fully embraced within the lien of the
Indenture as if such property had been owned by the Company on
the date of the Indenture, dated as of August 1, 1930 and was
specifically described therein and conveyed thereby and does
hereby confirm that the Company will not cause or consent to a
partition, whether voluntary or through legal proceedings, of
property, whether herein described or heretofore or hereafter
acquired, in which its ownership shall be as a tenant in common
except as permitted by and in conformity with the provisions of
the Indenture and particularly of Article XI thereof.
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 the Indenture, viz.: cash, shares of
stock and obligations (including bonds, notes and other
securities) not heretofore or hereafter specifically pledged,
paid or deposited or delivered under the Indenture or covenanted
so to be.
To have and to hold all such properties, real, personal and
mixed, mortgaged, pledged or conveyed by the Company as
aforesaid, or intended so to be, unto the Trustee and its
successors and assigns forever.
In trust, nevertheless, upon the terms and trusts of the
Indenture for those who shall hold the bonds and coupons issued
and to be issued thereunder, or any of them, without preference,
priority or distinction as to lien of any of said bonds and
coupons over any others thereof by reason of priority in the
time of the issue or negotiations thereof, or otherwise
howsoever, subject, however, to the provisions in reference to
extended, transferred or pledged coupons and claims for interest
set forth in the Indenture (and subject to any sinking funds
that may be hereafter created for the benefit of any particular
series).
Provided, however, and these presents are upon the
condition that if the Company, its successors or assigns, shall
pay or caused to be paid, the principal of and interest on said
bonds, at the times and in the manner stipulated therein and
herein, and shall keep, perform and observe all and singular the
covenants and promises in said bonds and in the Indenture
expressed to be kept, performed and observed by or on the part
of the Company, then this Supplemental Indenture and the estate
and rights hereby granted shall cease, determine and be void,
otherwise to be and remain in full force and effect.
It is hereby covenanted, declared and agreed, by the
Company, that all such bonds and coupons are to be issued,
authenticated and delivered, and that all property subject or to
become subject hereto is to be held, subject to the further
covenants, conditions, uses and trusts in the Indenture set
forth, and the parties hereto mutually agree as follows:
SECTION 1. Bonds of First Pledge Series shall mature on
April 15, 2006, and shall be designated as the Company's "First
Mortgage Bonds Pledge Series of 1998 due 2006." The bonds of
First Pledge Series shall bear interest from the Initial
Interest Accrual Date (as defined in the form of the bond
hereinabove set forth) at the rate of six and thirty-eight
hundredths per centum per annum. Principal or redemption price
of and interest on the bonds of First Pledge Series shall be
payable in any coin or currency of the United States of America
which at the time of payment is legal tender for public and
private debts, at an office or agency of the Company in the
Borough of Manhattan, The City of New York, N.Y. or in the City
of Akron, Ohio.
Definitive bonds of First Pledge Series may be issued,
originally or otherwise, only as registered bonds, substantially
in the form of bond hereinbefore recited, and in the
denominations of $1,000 and authorized multiples thereof.
Delivery of a bond of First Pledge Series to the Trustee for
authentication shall be conclusive evidence that its serial
number has been duly approved by the Company.
The bonds of First Pledge Series shall not be redeemable
prior to their maturity.
As a sinking fund, to the extent that the General Mortgage
Bonds (as defined in the form of bond hereinabove set forth) are
called for redemption, a like principal amount of First Pledge
Series shall become due and payable on the redemption date that
such General Mortgage Bonds are to be redeemed, together with
accrued interest to such date.
SECTION 2. Bonds of First Pledge Series shall be deemed
to be paid and no longer outstanding under the Indenture to the
extent that General Mortgage Bonds (as defined in the form of
bonds hereinabove set forth) which are outstanding from time to
time under the Revenue Bond Indenture are paid or deemed to be
paid and are no longer outstanding and the Trustee has been
notified to such effect by the Company.
SECTION 3. Bonds of First Pledge Series may be
transferred by the registered owners thereof, in person or by
attorney duly authorized, at an office or agency of the Company
in the Borough of Manhattan, The City of New York, N.Y. or in
the City of Akron, Ohio but only in the manner and upon the
conditions prescribed in the Indenture and in the form of bond
hereinbefore recited. Bonds of First Pledge Series shall be
exchangeable for other registered bonds of the same series, in
the manner and upon the conditions prescribed in the Indenture,
and in the form of bond hereinbefore recited, upon the surrender
of such bonds at said offices or agencies of the Company.
However, notwithstanding the provisions of Section 14 or 15 of
the Indenture, no charge shall be made upon any transfer or
exchange of bonds of said series other than for any tax or taxes
or other governmental charge required to be paid by the Company.
SECTION 4. The Company reserves the right, without any
consent or other action by holders of the bonds of First Pledge
Series, or any subsequent series of bonds, to amend the
Indenture by inserting the following language as Section 115A
immediately following current Section 115 of the Indenture.
With the consent of the holders of not less than sixty
per centum (60%) in principal amount of the bonds at the time
outstanding or their attorneys-in-fact duly authorized, or, if
the rights of the holders of one or more, but not all, series
then outstanding are affected, the consent of the holders of not
less than sixty per centum (60%) in aggregate principal amount
of the bonds at the time outstanding of all affected series,
taken together, and not any other series, the Company, when
authorized by a resolution, and the Trustee may from time to
time and at any time enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions
of this Indenture or of any supplemental indenture or modifying
the rights and obligations of the Company and the rights of the
holders of any of the bonds and coupons; provided, however, that
no such supplemental indenture shall (1) extend the maturity of
any of the bonds or reduce the rate or extend the time of
payment of interest thereon, or reduce the amount of the
principal thereof, or reduce any premium, payable on the
redemption thereof or change the coin or currency in which any
bond or interest thereon is payable, without the consent of the
holder of each bond so affected, or (2) permit the creation of
any lien, not otherwise permitted, prior to or on a parity with
the lien of this Indenture, without the consent of the holders
of all of the bonds then outstanding, or (3) reduce the
aforesaid percentage of the principal amount of bonds the
holders of which are required to approve any such supplemental
indenture, without the consent of the holders of all the bonds
then outstanding. For the purposes of this Section, bonds shall
be deemed to be affected by a supplemental indenture if such
supplemental indenture adversely affects or diminishes the right
of holders thereof against the Company or against its property.
Upon the written request of the Company, accompanied
by a resolution authorizing the execution of any such
supplemental indenture, and upon the filling with the Trustee of
evidence of the consent of bondholders as aforesaid (the
instrument or instruments evidencing such consent to be dated
within one year of such request), the Trustee shall join with
the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's owns
rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion but shall not
be obligated to enter into such supplemental indenture. The
Trustee shall be entitled to receive and, subject to Section 102
of the Indenture and Article Five of the Seventh Supplemental
Indenture, may rely upon an opinion of counsel as conclusive
evidence that any such supplemental indenture is authorized or
permitted by the provisions of this Section.
It shall not be necessary for the consent of the
bondholders under this Section to approve the particular form of
any proposed supplemental indenture, but it shall be sufficient
if such consent shall approve the substance thereof.
The Company and the Trustee, if they so elect, and
either before or after such 60% or greater consent has been
obtained, may require the holder of any bond consenting to the
execution of any such supplemental indenture to submit his bond
to the Trustee or to such bank, banker or trust company as may
be designated by the Trustee for the purpose, for the notation
thereon of the fact that the holder of such bond has consented
to the execution of such supplemental indenture, and in such
case such notation, in form satisfactory to the Trustee, shall
be made upon all bonds so submitted, and such bonds bearing such
notation shall forthwith be returned to the persons entitled
thereto. All subsequent holders of bonds bearing such notation
shall be deemed to have consented to the execution of such
supplemental indenture, and consent, once given or deemed to be
given, may not be withdrawn.
Prior to the execution by the Company and the Trustee
of any supplemental indenture pursuant to the provisions of this
Section, the Company shall publish a notice, setting forth in
general terms the substance of such supplemental indenture, at
least once in one daily newspaper of general circulation in each
city in which the principal of any of the bonds shall be
payable, or, if all bonds outstanding shall be registered bonds
without coupons or coupon bonds registered as to principal, such
notice shall be sufficiently given if mailed, first class,
postage prepaid, and registered if the Company so elects, to
each registered holder of bonds at the last address of such
holder appearing on the registry books, such publication or
mailing, as the case may be, to be made not less than thirty
days prior to such execution. Any failure of the Company to
give such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental
indenture.
SECTION 5. The Company reserves the right, without any
consent or other action by the holders of the bonds of First
Pledge Series, or any subsequent series of bonds, to amend the
Indenture by deleting the phrase "sixty per centum (60%)" in
Section 28 of the Indenture and substituting therefor the phrase
"seventy per centum (70%)" and by deleting the phrase "One
hundred sixty-six and two-thirds per cent. (166 2/3%)" in
Sections 65 and 67 of the Indenture and substituting therefor
the phrase "One hundred and forty-two and eighty-six hundredths
per cent. (142.86%)".
SECTION 6. Except as herein otherwise expressly provided,
no duties, responsibilities or liabilities are assumed, or shall
be construed to be assumed, by the Trustee by reason of this
Supplemental Indenture; the Trustee shall not be responsible for
the recitals herein or in the bonds (except the Trustee's
authentication certificate), all of which are made by the
Company solely; and this Supplemental Indenture is executed and
accepted by the Trustee, subject to all the terms and conditions
set forth in the Indenture, as fully to all intents and purposes
as if the terms and conditions of the Indenture were herein set
forth at length.
SECTION 7. As supplemented by this Supplemental
Indenture, the Indenture is in all respects ratified and
confirmed, and the Indenture as herein defined, and this
Supplemental Indenture, shall be read, taken and construed as
one and the same instrument.
SECTION 8. Nothing in this Supplemental Indenture
contained shall or shall be construed to confer upon any person
other than a holder of bonds issued under the Indenture, the
Company and the Trustee any right or interest to avail himself
of any benefit under any provision of the Indenture or of this
Supplemental Indenture.
SECTION 9. This Supplemental Indenture may be
simultaneously executed in several counterparts and all such
counterparts executed and delivered, each as an original, shall
constitute but one and the same instrument.
In Witness Whereof, Ohio Edison Company and The Bank of New
York have caused these presents to be executed in their
respective names by their respective Presidents or one of their
Vice Presidents or Assistant Vice Presidents and their
respective seals to be hereunto affixed and attested by their
respective Secretaries or one of their Assistant Secretaries or
Assistant Treasurers, all as of the day and year first above
written.
Ohio Edison Company
By: /s/ Richard H. Marsh
------------------------
Title: Vice President
[Seal]
Attest: /s/ Nancy C. Ashcom
------------------------
Title: Secretary
Signed, Sealed and Acknowledged on behalf of
Ohio Edison Company in the presence of:
/s/ Cynthia A. LaFlame
/s/ Suzette H. Sharif
The Bank of New York
By: /s/ Lucille Firrincieli
--------------------------
Title: Vice President
[Seal]
Attest: /s/ Iliana Acevedo
-------------------------
Title: Assistant Treasurer
Signed, Sealed and Acknowledged on behalf of
The Bank of New York in the presence of:
- --------------------------------
- --------------------------------
STATE OF OHIO )
: ss.:
COUNTY OF SUMMIT )
On the 9th day of April, 1998, personally appeared before
me, a Notary Public in and for the said County and State
aforesaid, Richard H. Marsh and Nancy C. Ashcom, to me known and
known to me to be a Vice President and Corporate Secretary,
respectively, of OHIO EDISON COMPANY, the corporation which
executed the foregoing instrument, and who severally
acknowledged that they did sign and seal such instrument as such
Vice President and Corporate Secretary, respectively, of OHIO
EDISON COMPANY, the same is their free act and deed and the free
and corporate act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
the 9th day of April, 1998.
/s/ Debra L. Cordea
--------------------------
Debra L. Cordea, Notary Public
Residence - Summit County
State Wide Jurisdiction, Ohio
My Commission Expires Nov. 20, 1999
[SEAL]
STATE OF OHIO )
: ss.:
COUNTY OF SUMMIT )
On the 9th day of April, 1998, before me personally came
Richard H. Marsh, to me known, who, being by me duly sworn, did
dispose and say that he resides at 1126 Woodhaven Boulevard,
Fairlawn, Ohio 44333; that he is a Vice President of OHIO EDISON
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.
/s/ Debra L. Cordea
-------------------------------
Debra L. Cordea, Notary Public
Residence - Summit County
State Wide Jurisdiction, Ohio
My Commission Expires Nov. 20, 1999
[SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 14th day of April, 1998, personally appeared before
me, a Notary Public in and for the said County and State
aforesaid, Lucille Firrincieli and Iliana Acevedo, to me known
and known to me to be a VICE PRESIDENT and ASSISTANT TREASURER,
respectively, of The Bank of New York, the corporation which
executed the foregoing instrument, and who severally
acknowledged that they did sign and seal such instrument as such
VICE PRESIDENT and TREASURER for and on behalf of said
corporation and that the same is their free act and deed and the
free and corporation act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
the 14th day of April, 1998.
/s/ William J. Cassels
-------------------------------
William J. Cassels
Notary Public, State of New York
No.: 0ICA5027729
Qualified in Bronx County
Certificate Filed in New York County
Commission Expires May 16, 2000
[SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 14th day of April, 1998, before me personally came
Lucille Firrincieli, to me known, who, being by me duly sworn,
did dispose and say that she resides at 163-09 32nd Avenue,
Flushing, New York 11358; that she is a Vice President of THE
BANK OF NEW YORK, one of the parties described in and which
executed the above instrument; that she 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 she signed her name
thereto by like authority.
/s/ William J. Cassels
--------------------------------
William J. Cassels
Notary Public, State of New York
No.: 0ICA5027729
Qualified in Bronx County
Certificate Filed in New York County
Commission Expires May 16, 2000
[SEAL]
The Bank of New York hereby certifies that its precise name
and address as Trustee hereunder are:
The Bank of New York
101 Barclay Street
City, County and State of New York 10286
The Bank of New York
By: /s/ Iliana Acevedo
----------------------
Title: Assistant Treasurer