EXHIBIT
4.2
_________________________________________________________________
_
GTE CORPORATION
AND
THE BANK OF NEW YORK,
as Trustee
_____________
THIRD SUPPLEMENTAL INDENTURE
Dated as of July 1, 1997
TO
INDENTURE
Dated as of December 1, 1996
_____________
_________________________________________________________________
_
THIRD SUPPLEMENTAL INDENTURE, dated as of the 1st day of
July, 1997, between GTE CORPORATION, a corporation duly organized
and existing under the laws of the State of New York (hereinafter
sometimes referred to as the "Corporation"), and THE BANK OF NEW
YORK, a banking corporation duly organized and existing under the
laws of the State of New York (hereinafter sometimes referred to
as the "Trustee"), as Trustee under the Indenture dated as of
December 1, 1996 between the Corporation and the Trustee
(hereinafter referred to as the "Original Indenture").
Capitalized terms used in this Third Supplemental Indenture and
not otherwise defined herein shall have the meanings set forth in
the Original Indenture.
WHEREAS, in accordance with Section 9.01(c) of the Original
Indenture the Corporation and the Trustee may enter into
supplemental indentures to the Original Indenture without the
consent of Securityholders to cure any ambiguity or to correct or
supplement any provision which may be defective or inconsistent
with the Original Indenture or any supplemental indenture, or to
make such other provisions in regard to matters or questions
arising under the Original Indenture as shall not be inconsistent
with the provisions of the Original Indenture and not adversely
affect the interests of the holders of the Securities of any
series; and
WHEREAS, the Corporation desires to amend the Original
Indenture in accordance with Section 9.01(c) and has determined
that the requirements of Section 9.01(c) have been satisfied and
has requested the Trustee to join with it in the execution and
delivery of this Third Supplemental Indenture; all requirements
necessary to make this Third Supplemental Indenture a valid
instrument, in accordance with its terms, have been met; and the
execution and delivery hereof have been in all respects duly
authorized;
NOW, THEREFORE, for good and valuable consideration the
sufficiency of which is hereby recognized, the Corporation
covenants and agrees with the Trustee as follows:
ARTICLE ONE.
AMENDMENTS TO THE TERMS OF THE Original Indenture
Section 1.01 Recitals. The Corporation and the Trustee
hereby amend the third paragraph of the recitals to the Original
Indenture pursuant to Section 9.01(c) of the Original Indenture
to read in its entirety as follows:
WHEREAS, the Securities and the certificate of
authentication to be borne by the Securities are to be
substantially in such forms as may be approved by or
pursuant to a resolution of the Board of Directors or set
forth in any indenture supplemental to this Indenture;
Section 1.02 Certain Definitions. The Corporation and the
Trustee hereby amend Section 1.01 of the Original Indenture
pursuant to Section 9.01(c) of the Original Indenture to add the
following definition in alphabetical order:
Discount Security:
The term "Discount Security" shall mean any Security that
provides on its face that it is an "Original Issue Discount
Security".
and to amend the following definitions so that they read in their
entirety as follows:
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Business Day:
The term "business day" shall mean any day other than a
day on which banking institutions in the Borough of
Manhattan, the City and State of New York are authorized or
obligated by law or executive order to close; provided,
however, that with respect to any Security denominated in a
coin or currency other than Dollars, such day as specified
in such Security.
Interest Payment Date:
The term "interest payment date" when used with respect to
any installment of interest on a Security of a particular
series shall mean the date specified in such Security or in
a Board Resolution or in an indenture supplemental hereto
with respect to such series as the fixed date on which an
installment of interest with respect to such Security is due
and payable.
Sinking Fund Payment:
The term "Sinking Fund Payment" when used with respect to a
Security of a particular series for which a sinking fund has
been established shall mean the amount to be paid by the
Corporation, as set forth in such Security or in a Board
Resolution or indenture supplemental hereto, on each Sinking
Fund Payment Date established for that Security.
Sinking Fund Redemption Price:
The term "Sinking Fund Redemption Price" when used with
respect to a Security of a particular series for which a
sinking fund has been established shall mean the price set
forth in such Security or a Board Resolution or in an
indenture supplemental hereto at which the Corporation is
required to redeem Securities of that series on each Sinking
Fund Redemption Date established for that Security.
Section 1.03 Establishment of Terms of Series. The
Corporation and the Trustee hereby amend the first paragraph of
Section 2.01 of the Original Indenture pursuant to Section
9.01(c) of the Original Indenture to read in its entirety as
follows:
The Securities may be issued in one or more series up to the
aggregate principal amount of Securities of that series from
time to time authorized by or pursuant to a Board Resolution
or one or more indentures supplemental hereto, prior to the
initial issuance of Securities of a particular series.
Prior to the initial issuance of Securities of any series,
there shall be established in a Board Resolution, one or
more indentures supplemental hereto, or an Officers'
Certificate pursuant to a Board Resolution or indenture
supplemental hereto, the following or the manner for
determining the following:
(1) the title of the Securities of the series (which
shall distinguish the Securities of the series from all
other Securities);
(2) any limit upon the aggregate principal amount of
the Securities of that series which may be authenticated and
delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of
that series);
(3) the date or dates on which the principal of the
Securities of the series is payable;
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(4) the rate or rates at which the Securities of the
series shall bear interest (if any) or the manner of
calculation of such rate or rates, if any, the date or dates
from which such interest (if any) shall accrue, the interest
payment dates on which such interest (if any) shall be
payable or the manner of determination of such interest
payment dates;
(5) the period or periods within which, the price or
prices at which and the terms and conditions upon which,
Securities of the series may be redeemed, in whole or in
part, at the option of the Corporation;
(6) the obligation, if any, of the Corporation to
redeem or purchase Securities of the series pursuant to any
sinking fund or analogous provisions (including payments
made in cash in anticipation of future sinking fund
obligations) or at the option of a holder thereof and the
period or periods within which, the price or prices at
which, and the terms and conditions upon which, Securities
of the series shall be redeemed or purchased, in whole or in
part, pursuant to such obligation;
(7) the form of the Securities of the series including
the form of the certificate of authentication for such
series;
(8) if other than denominations of $1,000 or any
integral multiple thereof, the denominations in which the
Securities of the series shall be issuable;
(9) the coin or currency, including composite
currencies, in which payment of the principal of (and
premium, if any), or interest (if any) on, or any Additional
Amounts in respect of, the Securities of the series shall be
payable (if other than in Dollars);
(10) if the principal of (and premium, if any), or
interest (if any) on, or any Additional Amounts in respect
of, the Securities of the series are to be payable, at the
election of the Corporation or a holder thereof, in a coin
or currency, including composite currencies, other than that
in which the Securities of the Series are stated to be
payable, the period or periods within which, and the terms
and conditions upon which, such election may be made;
(11) if the amount of payments of principal of (and
premium, if any), or interest (if any) on, or any Additional
Amounts in respect of, the Securities of the series may be
determined with reference to an index, formula or other
method based on a coin or currency, including composite
currencies, other than that in which the Securities of the
series are stated to be payable, the manner in which such
amounts shall be determined;
(12) whether and under the circumstances the
Corporation will pay Additional Amounts on the Securities of
the series in respect of specified taxes, assessments or
other governmental charges withheld or deducted and, if so,
whether the Corporation will have the option to redeem those
Securities rather than pay the Additional Amounts;
(13) whether the Securities of the series are issuable
as a Global Security and, in such case, the identity of the
Depository for such series; and
(14) any and all other terms with respect to such
series (which terms shall not be inconsistent with the terms
of this Indenture).
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All Securities of any one series shall be substantially
identical except as to denomination and except as may
otherwise be provided in or pursuant to any such Board
Resolution or in any indentures supplemental hereto.
If any of the terms of the series are to be established
by action taken pursuant to a Board Resolution, an indenture
supplemental hereto, or an Officers' Certificate pursuant to
a Board Resolution or an indenture supplemental hereto, a
copy of an appropriate record of such Board Resolution,
indenture supplemental hereto or Officers' Certificate
specifying the manner of establishing the terms of the
series shall be certified by the Secretary or an Assistant
Secretary of the Corporation and delivered to the Trustee at
or prior to the delivery of a request for authentication of
Securities of the series pursuant to this Indenture.
Section 1.04 Form of Securities. The Corporation and the
Trustee hereby amend Section 2.02 of the Original Indenture
pursuant to Section 9.01(c) of the Original Indenture to read in
its entirety as follows:
The Securities of any series and the Trustee's certificate
of authentication to be borne by such Securities shall be
substantially of the tenor and purport as set forth in one
or more indentures supplemental hereto, a Board Resolution,
or an Officers' Certificate pursuant to a Board Resolution
or indenture supplemental hereto or, if the terms of the
Securities are established by action pursuant to a Board
Resolution, Officers' Certificate or indenture supplemental
hereto, as set forth in the manner contemplated thereby, and
may have such letters, numbers or other marks of
identification or designation and such legends or
endorsements printed, lithographed or engraved thereon as
the Corporation may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as
may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which Securities of that
series may be listed, or to conform to usage.
Section 1.05 Provisions for Payment of Interest. The
Corporation and the Trustee hereby amend the first two paragraphs
of Section 2.03 of the Original Indenture pursuant to Section
9.01(c) of the Original Indenture to read in their entirety as
follows:
The Securities shall be issuable as registered Securities
and, except for any Global Security, in the denominations of
$1,000 or any multiple thereof (or the equivalent thereof in
a coin or currency, including composite currency, other than
Dollars). The Securities of a particular series shall bear
interest payable on the dates and at the rate specified with
respect to that series or the Securities may bear no
interest. The principal of and the interest on, and any
Additional Amounts in respect of, the Securities of any
series, as well as any premium thereon in case of redemption
thereof prior to maturity, shall be payable in the coin or
currency, including composite currency, permitted with
respect to that series, at the office or agency of the
Corporation maintained for that purpose in the Borough of
Manhattan, the City and State of New York. Each Security
shall be dated the date of its authentication.
Unless otherwise set forth in a Security, a Board Resolution
or one or more indentures supplemental hereto establishing
the terms of any series of Securities pursuant to Section
2.01 hereof, interest on the Securities shall be computed on
the basis of a 360-day year composed of twelve 30-day
months; provided that interest on Securities bearing
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interest at a floating rate shall be computed on the basis
of a year of 365 or 366 days, as appropriate, for the actual
number of days elapsed.
Section 1.06 Provisions for Payment of Interest. The
Corporation and the Trustee hereby amend the last paragraph of
Section 2.03 of the Original Indenture pursuant to Section
9.01(c) of the Original Indenture to read in its entirety as
follows:
Unless otherwise set forth in a Security, a Board Resolution
or one or more indentures supplemental hereto establishing
the terms of any series of Securities pursuant to Section
2.01 hereof, the term "regular record date" as used in this
Section with respect to a series of Securities with respect
to any interest payment date for such series shall mean
either the fifteenth day of the month immediately preceding
the month in which an interest payment date established for
such series pursuant to Section 2.01 hereof shall occur, if
such interest payment date is the first day of a month, or
the last day of the month immediately preceding the month in
which an interest payment date established for such series
pursuant to Section 2.01 hereof shall occur, if such
interest payment date is the fifteenth day of a month,
whether or not such date is a business day.
Section 1.07 Global Securities. The Corporation and the
Trustee hereby amend Section 2.11(a) of the Original Indenture
pursuant to Section 9.01(c) of the Original Indenture to read in
its entirety as follows:
If the Corporation shall establish pursuant to Section
2.01 that the Securities of a particular series are to be
issued as a Global Security, then the Corporation shall
execute and the Trustee shall, in accordance with Section
2.04, authenticate and deliver, a Global Security which (i)
shall represent, and shall be denominated in an amount equal
to the aggregate principal amount of, all of the Outstanding
Securities of such series, (ii) shall be registered in the
name of the Depository or its nominee, (iii) shall be
delivered by the Trustee to the Depository or pursuant to
the Depository's instruction and (iv) shall bear legends
substantially to the following effect:
"THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (THE "DEPOSITARY") OR A NOMINEE THEREOF. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY, TO THE CORPORATION 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 THE DEPOSITARY (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), 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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Section 1.08 Payment of Interest. The Corporation and the
Trustee hereby amend Section 4.01 of the Original Indenture in
its entirety pursuant to Section 9.01(c) of the Original
Indenture to read as follows:
The Corporation will duly and punctually pay or cause to be
paid the principal of (and premium, if any) and interest (if
any) on the Securities of that series at the time and place
and in the manner provided herein and established with
respect to such Securities.
Section 1.09 Covenants Against Certain Prior Liens. The
Corporation and the Trustee hereby amend the first paragraph of
Section 4.05 of the Original Indenture in its entirety pursuant
to Section 9.01(c) of the Original Indenture, to read as follows:
The Corporation will not, while any of the Securities remain
outstanding, create, or suffer to be created or to exist,
any mortgage, lien, pledge, security interest or other
encumbrance of any kind upon any property of any character
of the Corporation whether now owned or hereafter acquired
or upon any of the income or profits therefrom unless it
shall make effective provision whereby the Securities then
outstanding shall be secured by such mortgage, lien, pledge,
security interest or other encumbrance equally and ratably
with any and all obligations and indebtedness thereby
secured so long as any such obligations and indebtedness
shall so secured (provided, that for the
purpose of providing such equal and ratable security, the
principal amount of Outstanding Discount Securities of any
series shall be such portion of the principal amount as may
be specified in the terms thereof); provided, however, that
nothing in this Section shall be construed to prevent the
Corporation from creating, or from suffering to be created
or to exist, any mortgages, liens, pledges, security
interests or other encumbrances, or any agreements, with
respect to:
Section 1.10 Calculation of Original Issue Discount. The
Corporation and the Trustee hereby amend Article Four of the
Original Indenture pursuant to Section 9.01(c) of the Original
Indenture to add a new Section 4.07 at the end thereof that reads
in its entirety as follows:
SECTION 4.07 Calculation of Original Issue Discount. The
Corporation shall file with the Trustee promptly at the end
of each calendar year (i) a written notice specifying the
amount of original issue discount(including daily rates and
accrual periods) accrued on Outstanding Discount Securities
as of the end of such year and (ii) such other specific
information relating to such original issue discount as may
then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.
Section 1.11 Remedies of the Trustee and Securityholders on
Event of Default. The Corporation and the Trustee hereby amend
the second paragraph of Section 6.01 of the Original Indenture
pursuant to Section 9.01(c) of the Original Indenture to read in
its entirety as follows:
In each and every such case, unless the principal of all the
Securities of that series shall have already become due and
payable, either the Trustee or the holders of not less than
25% in aggregate principal amount of the Securities of that
series then outstanding hereunder, by notice in writing to
the Corporation (and to the Trustee if given by such
Securityholders), may declare the principal (or, if any of
the Securities of that series are Discount Securities, such
portion of the principal amount of such Securities as may be
specified in the terms
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thereof) of all the Securities of that series to be due and
payable immediately, and upon any such declaration the same
shall become and shall be immediately due and payable,
anything contained in this Indenture or in the Securities of
that series or established with respect to that series
pursuant to Section 2.01 hereof to the contrary
notwithstanding. This provision, however, is subject to the
condition that if, at any time after the principal of the
Securities of that series shall have been so declared due
and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or
entered as hereinafter provided, the Corporation shall pay
or shall deposit with the Trustee a sum sufficient to pay
all matured installments of interest upon all the Securities
of that series and the principal of (and premium, if any,
on) any and all securities of that series which shall have
become due otherwise than by acceleration (with interest
upon such principal and premium, if any, and to the extent
that such payment is enforceable under applicable law, upon
overdue installments of interest, at the rate per annum
expressed in the Securities of that series to the date of
such payment or deposit) and the amount payable to the
Trustee under Section 7.06, and any and all defaults under
the Indenture, other than the nonpayment of principal on
Securities of that series which shall not have become due by
their terms, shall have been remedied or waived as provided
in Section 6.06 - then and in every such case the holders of
a majority in aggregate principal amount of the Securities
of that series then outstanding, by written notice to the
Corporation and to the Trustee, may rescind and annul such
declaration and its consequences; but no such rescission and
annulment shall extend to or shall affect any subsequent
default, or shall impair any right consequent thereon.
Section 1.12 Amount Due Upon Acceleration of Discount
Securities. The Corporation and the Trustee hereby amend Section
6.02 pursuant to Section 9.01(c) of the Original Indenture, to
add the following second paragraph:
For all purposes under this Indenture, if a portion of the
principal of any Discount Securities shall have been
accelerated and declared due and payable pursuant to the
provisions hereof, then, from and after such declaration,
unless such declaration has been rescinded and annulled, the
principal amount of such Discount Securities shall be
deemed, for all purposes hereunder, to be such portion of
the principal thereof as shall be due and payable as a
result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a
result of such acceleration, together with interest, if any,
upon such principal amount and (to the extent that payment
of such interest is enforceable under applicable law) upon
overdue installments of interest at a rate equal to the
yield to maturity expressed in the Securities of that series
to the date of such payment and all other amounts owing
thereunder, shall constitute payment in full of such
Discount Securities.
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Section 1.13 Application of Moneys. The Corporation and
the Trustee hereby amend the first paragraph of Section 6.03
pursuant to Section 9.01(c) of the Original Indenture to read in
its entirety as follows:
Any moneys collected by the Trustee, pursuant to Section
6.02 with respect to a particular series of Securities,
shall be applied in the order following, at the date or
dates fixed by the Trustee and, in case of the distribution
of such moneys on account of principal (or premium, if any)
or interest (if any) upon presentation of the several
Securities of that series, and stamping thereon the payment,
if only partially paid, and upon surrender thereof if fully
paid:
Section 1.14 Application of Moneys. The Corporation and
the Trustee hereby amend the last paragraph of Section 6.03
pursuant to Section 9.01(c) of the Original Indenture to read in
its entirety as follows:
SECOND: To the payment of the amounts then due and unpaid
upon Securities of such series for principal (and premium,
if any) and interest (if any), in respect of which or for
the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal
(and premium, if any) and interest (if any), respectively.
Section 1.15 Discount Securities. The Corporation and the
Trustee hereby amend Article Eight of the Original Indenture
pursuant to Section 9.01(c) of the Original Indenture to add a
new Section 8.07 at the end thereof that reads in its entirety as
follows:
Section 8.07 In determining whether the holders of the
requisite principal amount of outstanding Securities have
given any request, demand, authorization, direction, notice,
consent or waiver hereunder, the principal amount of a
Discount Security that shall be deemed to be outstanding for
such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such
determination upon a declaration of acceleration of the
maturity thereof pursuant to Section 6.01.
Section 1.16 Supplemental Indentures. The Corporation and
the Trustee hereby amend the first paragraph of Section 9.02 of
the Original Indenture in its entirety pursuant to Section
9.01(c) of the Original Indenture, to read as follows:
With the consent (evidenced as provided in Section 8.01) of
the holders of not less than a majority in aggregate
principal amount of the Securities of each series affected
by such supplemental indenture or indentures at the time
outstanding, the Corporation, when authorized by a Board
Resolution, and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust
Indenture Act of 1939 as then in effect) for the purpose of
adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of
such supplemental indenture or of modifying in any manner
the rights of the holders of the Securities of such series
under this Indenture; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity
of any Securities of any series, or reduce the principal
amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable
upon the
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redemption thereof, or reduce the amount of the principal of
a Discount Security that would be due and payable upon a
declaration of acceleration of the maturity thereof pursuant
to Section 6.01, without the consent of the holder of each
Security so affected, or (ii) reduce the aforesaid
percentage of Securities, the holders of which are required
to consent to any such supplemental indenture, without the
consent of the holders of each Security then outstanding and
affected thereby.
ARTICLE TWO.
Sundry Provisions.
Section 2.01 Except as otherwise expressly provided in this
Third Supplemental Indenture or otherwise clearly required by the
context hereof, all terms used herein that are defined in the
Original Indenture shall have the several meanings respectively
assigned to them thereby.
Section 2.02 The Original Indenture, as supplemented by
this Third Supplemental Indenture, is in all respects ratified
and confirmed, and this Third Supplemental Indenture shall be
deemed part of the Original Indenture in the manner and to the
extent herein and therein provided.
Section 2.03 The recitals herein contained are made by the
Corporation and not by the Trustee, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this Third
Supplemental Indenture.
Section 2.04 This Third Supplemental Indenture may be
simultaneously executed in several counterparts and all said
counterparts, executed and delivered each as an original, shall
constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Third Supplemental Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and attested,
on the date or dates indicated in the acknowledgments and as of
the day and year first above written.
GTE CORPORATION
By:
___________________________
Vice President
Attest:
___________________________
Secretary
THE BANK OF NEW YORK
as Trustee
By:
___________________________
Vice President
Attest:
___________________________
Title:
-▇▇-
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ )
ss.: Stamford
COUNTY OF FAIRFIELD )
On the day of July, in the year one thousand nine
hundred ninety-seven, before me personally came to me
known, who, being by me duly sworn, did depose and say that he
resides at ; that he is
of GTE CORPORATION, one of the corporations described in and
which executed the above instrument; that he knows the corporate
seal of said corporation; that the seal affixed to the 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.
______________________________
NOTARY PUBLIC
My Commission Expires
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On the day of , in the year one thousand nine
hundred ninety-seven, before me personally came
to me known, who, being by me duly sworn, did depose and say that
he resides at
that he is of THE
BANK OF NEW YORK, one of the corporations described in and which
executed the above instrument; that he knows the corporate 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.
______________________________
NOTARY PUBLIC
My Commission Expires
P:S3:124