Exhibit 4
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ONEOK, INC.
FLOATING RATE NOTES
Due 2002
SEVENTH SUPPLEMENTAL INDENTURE
Dated as of April 24, 2000
Chase Bank of Texas, National Association
TRUSTEE
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THIS SEVENTH SUPPLEMENTAL INDENTURE is made as of the 24th day of April,
2000, by and between ONEOK, INC., an Oklahoma corporation (the "Company"), and
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, a national banking association (the
"Trustee").
W I T N E S S E T H:
WHEREAS, the Company has heretofore entered into an Indenture, dated as of
September 24, 1998 (the "Original Indenture"), with the Trustee;
WHEREAS, the Original Indenture is incorporated herein by this reference
and the Original Indenture, as supplemented by this Seventh Supplemental
Indenture, is herein called the "Indenture";
WHEREAS, under the Original Indenture, a new series of Securities may at
any time be established pursuant to a supplemental indenture executed by the
Company and the Trustee;
WHEREAS, the Company proposes to create under the Indenture a new series of
Securities; and
WHEREAS, all conditions necessary to authorize the execution and delivery
of this Seventh Supplemental Indenture and to make it a valid and binding
obligation of the Company have been done or performed.
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1
FLOATING RATE NOTES DUE 2002
SECTION 101. Establishment. There is hereby established a new series of
Securities to be issued under the Indenture, to be designated as the Company's
Floating Rate Notes due 2002 (the "Notes").
There are to be authenticated and delivered $240,000,000 principal amount
of Notes to be issued at 99.7% of principal amount. The Company shall have the
right to issue additional Notes at any time upon compliance with the applicable
provisions of the Indenture. The Notes shall be issued in definitive fully
registered form.
The Notes shall be issued in the form of one or more Global Securities,
each in substantially the form set out in Exhibit A hereto. The initial
Depositary with respect to the Notes shall be The Depository Trust Company.
The Company will not pay Additional Amounts, as defined in Section 1008 of
the Original Indenture.
The form of the Trustee's Certificate of Authentication for the Notes shall
be in substantially the form set forth in Exhibit B hereto.
Each Note shall be dated the date of authentication thereof. Each Note
shall bear interest from the Original Issue Date.
The interest rate on the Notes will not be reset pursuant to Section 308(b)
of the Original Indenture and the Stated Maturity shall not be extended pursuant
to Section 309 of the Original Indenture.
SECTION 102. Definitions. The following defined terms used herein shall,
unless the context otherwise requires, have the meanings specified below.
Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Original Indenture.
"Banking Day" means any day, other than a Saturday or Sunday, on which
commercial banks are open for business, including dealings in U.S. dollars, in
London and that is a Business Day.
"Business Day" means any day, other than a Saturday or Sunday, on which
banking institutions in New York City are open for business.
"Calculation Agent" means Bank of America, N.A. or such successor bank as
may be appointed by the Company pursuant to the terms of this Seventh
Supplemental Indenture.
"Interest Payment Dates" means January 24, April 24, July 24 and October 24
of each year.
"Interest Period" means the period commencing on and including the
immediately preceding Interest Payment Date and ending on and including the day
preceding the next Interest Payment Date, with the exception that the first
Interest Period will commence on and include April 24, 2000.
"Interest Reset Date" means, with respect to any Interest Period, the
first day of such Interest Period.
"Original Issue Date" means April 24, 2000.
"Regular Record Date" means January 9 in the case of the January 24
Interest Payment Date, April 9 in the case of the April 24 Interest Payment
Date, July 9 in the case of the July 24 Interest Payment Date and October 9 in
the case of the October 24 Interest Payment Date.
"Stated Maturity" means April 24, 2002.
"Telerate Page 3750" means the display designated on the Dow Xxxxx
Telerate Service, or any successor service, as page ""3750", or any other page
as may replace that page on that service, or any successor service, for the
purpose of displaying the LIBOR Index on a daily basis.
2
SECTION 103. Payment of Principal and Interest. The principal of the Notes
shall be due at Stated Maturity. The principal amount of the Notes shall bear
interest at a rate per annum equal to three-month LIBOR plus 65 basis points
(.65%). Interest shall be paid quarterly in arrears on each Interest Payment
Date to the Person in whose name the Notes are registered on the Regular Record
Date for such Interest Payment Date and on Stated Maturity. Accrued interest
paid on Stated Maturity shall be paid to the Person to whom principal is paid.
Any such interest that is not so punctually paid or duly provided for will
forthwith cease to be payable to the Holders on such Regular Record Date and may
be paid to the Person or Persons in whose name the Notes are 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
the Notes not less than ten days prior to such Special Record Date.
Payments of interest on the Notes will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for the Notes
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months.
Payment of the principal and interest due at the Stated Maturity of the
Notes shall be made upon surrender of the Notes at the office or agency of the
Company in the Borough of Manhattan, City and State of New York or at the
Corporate Trust Office of the Trustee. The principal of and interest on the
Notes shall be paid in such currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.
Payments of interest will be made at the option of the Company, (i) by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or (ii) by wire transfer to an account located
in the United States maintained by the payee.
The interest rate for each Interest Period will be determined by the
Calculation Agent in accordance with the following provisions:
The per annum rate of interest for each Interest Period will be three-month
LIBOR as determined on the second Banking Day preceding the relevant Interest
Reset Date for the Interest Period (the "Interest Determination Date'') plus the
applicable spread described above. The Interest Determination Date for the first
Interest Period will be April 19, 2000. "LIBOR'' for each Interest Period will
be determined by the Calculation Agent in accordance with the following
provisions:
(1) On each Interest Determination Date, the Calculation Agent will
determine LIBOR as the offered rate for three-month deposits in U.S.
dollars in the London interbank market, which appears on Telerate Page
3750 as of 11:00 a.m., London time, on the Interest Determination
Date.
(2) If the rate does not appear on Telerate Page 3750, or if Telerate Page
3750 is unavailable, the Calculation Agent will request each of four
major reference banks in the London interbank market to provide the
Calculation Agent with its offered quotation, expressed as a rate per
annum, for three-month deposits in U.S. dollars to leading banks in
the London interbank market at approximately 11:00 a.m., London time,
on the Interest Determination Date, in a principal amount of not less
than $1,000,000, that is representative for a single transaction in
U.S. dollars in that market at that time. If at least two quotations
from the major
3
reference banks are provided, LIBOR in respect of the Interest
Determination Date will be the arithmetic mean of those quotations.
(3) If less than two of the major reference banks in the London interbank
market provide the Calculation Agent with the offered quotations,
LIBOR in respect of that Interest Determination Date will be the
arithmetic mean of the rates quoted by three major banks in New York
City selected by the Calculation Agent, at approximately 11:00 a.m.,
New York City time, on that Interest Determination Date for three-
month loans in U.S. dollars to leading European banks, in a principal
amount equal to an amount of not less than $1,000,000, that is
representative for a single transaction in that market at that time.
(4) If the major banks in New York City selected by the Calculation Agent
are not quoting as described in clause (3), LIBOR will be LIBOR as
determined on the prior Interest Determination Date.
All percentages resulting from any calculation on the Notes will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and dollar
amounts used in or resulting from such calculations will be rounded to the
nearest cent, with one-half cent rounded upward.
The Calculation Agent shall notify the Trustee in writing of the interest
rate for each Interest Period within two Business Days after the Interest
Determination Date.
So long as any of the Notes remain outstanding, the Company will maintain
under appointment a Calculation Agent to calculate the rate of interest payable
on the Notes in respect of each Interest Period. The Calculation Agent's
calculation of the rate of interest payable on the Notes will be conclusive and
binding on the Company and the Holders, absent manifest error. If the
Calculation Agent is unable or unwilling to continue to act as Calculation
Agent, or if the Calculation Agent fails to establish the applicable rate of
interest for any Interest Period, or if the Company removes the Calculation
Agent, the Company will appoint another bank to act as the Calculation Agent.
The Calculation Agent, however, cannot resign or be removed until acceptance of
an appointment by a successor as evidenced by an appropriate agreement entered
into between the Company and the successor Calculation Agent.
SECTION 104. Denominations. The Notes may be issued in denominations of
$1,000 and any integral multiple thereof.
SECTION 105. Global Securities. The Notes will be issued in the form of one
or more Global Securities registered in the name of the Depositary or its
nominee. Except under the limited circumstances described below, Notes
represented by the Global Security will not be exchangeable for, and will not
otherwise be issuable as, Notes in definitive form. The Global Securities
described above may not be transferred except by the Depositary to a nominee of
the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or to a successor Depositary or its nominee.
4
Owners of beneficial interests in such a Global Security will not be
considered the Holders thereof for any purpose under the Indenture, and no
Global Security representing a Note shall be exchangeable, except for another
Global Security of like denomination and tenor to be registered in the name of
the Depositary or its nominee or to a successor Depositary or its nominee. The
rights of Holders of such Global Security shall be exercised only through the
Depositary.
A Global Security shall be exchangeable for Notes registered in the names
of persons other than the Depositary or its nominee only if (i) the Depositary
notifies the Company that it is unwilling or unable to continue as a Depositary
for such Global Security and no successor Depositary shall have been appointed
by the Company, or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, at a time when
the Depositary is required to be so registered to act as such Depositary and no
successor Depositary shall have been appointed by the Company, in each case
within 90 days after the Company receives such notice or becomes aware of such
cessation, (ii) the Company in its sole discretion determines that such Global
Security shall be so exchangeable or (iii) there shall have occurred an Event of
Default with respect to the Notes.
SECTION 106. Transfer. No service charge will be made for any transfer or
exchange of Notes, but payment will be required of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.
SECTION 107. No Redemption. The Company is not permitted to redeem the
Notes prior to the Stated Maturity.
SECTION 108. Other Terms. The Notes will not have a sinking fund.
ARTICLE 2
MISCELLANEOUS PROVISIONS
SECTION 201. Recitals by Company. The recitals in this Seventh Supplemental
Indenture are made by the Company only and not by the Trustee, and all of the
provisions contained in the Original Indenture in respect of the rights,
privileges, immunities, powers and duties of the Trustee shall be applicable in
respect of Notes and of this Seventh Supplemental Indenture as fully and with
like effect as if set forth herein in full.
SECTION 202. Ratification and Incorporation of Original Indenture. The
Original Indenture is in all respects ratified and confirmed, and the Original
Indenture and this Seventh Supplemental Indenture shall be read, taken and
construed as one and the same instrument; provided that, in the case of a
conflict between this Seventh Supplemental Indenture and the Original Indenture,
this Seventh Supplemental Indenture shall control.
SECTION 203. Executed in Counterparts. This Seventh Supplemental Indenture
may be simultaneously executed in several counterparts, each of which shall be
deemed to be an original, and such counterparts shall together constitute one
and the same instrument.
5
SECTION 204. Parties Interested Herein. Nothing in the Indenture expressed
or implied is intended or shall be construed to confer upon, or to give or grant
to, any person or entity, other than the Company, the Trustee, the Paying Agent
and the registered owners of the Notes, any right, remedy or claim under or by
reason of the Indenture or any covenant, condition or stipulation hereof, and
all covenants, stipulations, promises and agreements in the Indenture contained
by and on behalf of the Company shall be for the sole and exclusive benefit of
the Company, the Trustee, the Paying Agent and the registered owners of the
Notes.
[signature page follows]
6
IN WITNESS WHEREOF, each party hereto has caused this Seventh
Supplemental Indenture to be signed in its name and behalf by its duly
authorized officers or signatories, all as of the day and year first above
written.
ATTEST: ONEOK, INC.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxx Xxxxxx
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ATTEST: CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxx
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Authorized Signatory Authorized Signatory
7
EXHIBIT A
FORM OF NOTE
[Attached]
A-1
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER 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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No. __
ONEOK, INC.
FLOATING RATE NOTES DUE 2002
CUSIP: 000000XX0
ONEOK, Inc., an Oklahoma corporation (herein called "Company," which term
includes any successor corporation under the Indenture referred to herein), for
value received, hereby promises to pay to:
CEDE & CO.
or registered assigns, the principal sum of
*__________________ DOLLARS*
on April 24, 2002 and to pay interest on such principal sum at a rate per annum,
reset quarterly, equal to three-month LIBOR plus 65 basis points (0.65%).
The Company will pay interest from April 24, 2000, quarterly on January 24,
April 24, July 24 and October 24 of each year, and on the date of maturity,
commencing July 24, 2000 (each such date an "Interest Payment Date"), until the
principal hereof is otherwise paid or duly provided for. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture (as defined below), be paid to the holder of
this Note (the "Holder") of record at the close of business on the regular
record date (the "Regular
Record Date") for such Interest Payment Date, which, except for interest payable
on April 24, 2002, shall be January 9 (in the case of the January 24 Interest
Payment Date), April 9 (in the case of the April 24 Interest Payment Date), July
9 (in the case of the July 24 Interest Payment Date) or October 9 (in the case
of the October 24 Interest Payment Date), whether or not a Business Day.
Interest payable on April 24, 2002 will be paid to the Holder of record on April
24, 2002. Interest will be computed on the basis of a 360-day year of twelve 30-
day months.
Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date by
virtue of his having been such Holder, and may be paid to the Holder of record
of this Note at the close of business on a special record date (the "Special
Record Date") fixed by the Company for the payment of such defaulted interest,
notice whereof shall be given to Holders not less than ten days prior to such
Special Record Date, all as more fully provided in the Indenture.
The interest rate for each Interest Period will be determined by the
Calculation Agent in accordance with the following provisions:
The per annum rate of interest for each Interest Period will be three-month
LIBOR as determined on the second Banking Day preceding the relevant Interest
Reset Date for the Interest Period (the "Interest Determination Date'') plus the
applicable spread described above. The Interest Determination Date for the first
Interest Period will be April 19, 2000. "LIBOR'' for each Interest Period will
be determined by the Calculation Agent in accordance with the following
provisions:
(1) On each Interest Determination Date, the Calculation Agent will
determine LIBOR as the offered rate for three-month deposits in U.S.
dollars in the London interbank market, which appears on Telerate Page
3750 as of 11:00 a.m., London time, on the Interest Determination
Date.
(2) If the rate does not appear on Telerate Page 3750, or if Telerate Page
3750 is unavailable, the Calculation Agent will request each of four
major reference banks in the London interbank market to provide the
Calculation Agent with its offered quotation, expressed as a rate per
annum, for three-month deposits in U.S. dollars to leading banks in
the London interbank market at approximately 11:00 a.m., London time,
on the Interest Determination Date, in a principal amount of not less
than $1,000,000, that is representative for a single transaction in
U.S. dollars in that market at that time. If at least two quotations
from the major reference banks are provided, LIBOR in respect of the
Interest Determination Date will be the arithmetic mean of those
quotations.
(3) If less than two of the major reference banks in the London interbank
market provide the Calculation Agent with the offered quotations,
LIBOR in respect of that Interest Determination Date will be the
arithmetic mean of the rates quoted by three major banks in New York
City selected by the Calculation Agent, at approximately 11:00 a.m.,
New York City time, on that Interest Determination Date for three-
month loans in U.S. dollars to leading European banks, in a
principal amount equal to an amount of not less than $1,000,000, that
is representative for a single transaction in that market at that
time.
(4) If the major banks in New York City selected by the Calculation Agent
are not quoting as described in clause (3), LIBOR will be LIBOR as
determined on the prior Interest Determination Date.
All percentages resulting from any calculation on the Notes will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and dollar
amounts used in or resulting from such calculations will be rounded to the
nearest cent, with one-half cent rounded upward.
So long as any of the Notes remain outstanding, the Company will maintain
under appointment a Calculation Agent to calculate the rate of interest payable
on the Notes in respect of each Interest Period. The Calculation Agent's
calculation of the rate of interest payable on the Notes will be conclusive and
binding on the Company and the Holders, absent manifest error. If the
Calculation Agent is unable or unwilling to continue to act as Calculation
Agent, or if the Calculation Agent fails to establish the applicable rate of
interest for any Interest Period, or if the Company removes the Calculation
Agent, the Company will appoint another bank to act as the Calculation Agent.
The Calculation Agent, however, cannot resign or be removed until acceptance of
an appointment by a successor as evidenced by an appropriate agreement entered
into between the Company and the successor Calculation Agent.
Payment of the principal of this Note and the interest thereof will be made
at the office or agency of the Company in the Borough of Manhattan, City and
State of New York or at the Corporate Trust Office of the Trustee in such
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
ONEOK, INC.
Floating Rate Notes due 2002
This Note is one of a duly authorized issue of debt securities of the
Company (herein called the "Securities"), issuable in one or more series, issued
and to be issued under and pursuant to an Indenture dated as of September 24,
1998, as amended and supplemented by that certain Seventh Supplemental Indenture
(the "Indenture"), duly executed and delivered by the Company to Chase Bank of
Texas, National Association, as trustee (the "Trustee," which term includes any
successor trustee under the Indenture) and is one of a series unlimited in
aggregate principal amount and designated as Floating Rate Notes due 2002 (the
"Notes"). Reference is hereby made to the Indenture for a description of the
rights, limitations of rights, obligations, duties and immunities thereunder of
the Trustee, the Company and the holders of Securities (including Holders of the
Notes).
The Notes are subject to defeasance at the option of the Company as
provided in the Indenture.
As long as this Note is represented in global form (the "Global Security")
registered in the name of the Depository or its nominee, except as provided in
the Indenture and subject to certain limitations therein set forth, no Global
Security shall be exchangeable or transferable.
If an Event of Default (as defined in the Indenture) with respect to the
Notes shall occur and be continuing, the principal plus any accrued interest may
be declared due and payable in the manner and with the effect and subject to the
conditions provided in the Indenture.
The Indenture permits the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the Holders under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of the Securities then
Outstanding (as defined in the Indenture) of all series that are affected by
such amendment or modification, except that certain amendments that do not
adversely affect the rights of any holder of the Securities may be made without
the approval of holders of the Securities. No amendment or modification may,
among other things, change the Stated Maturity of any Security, reduce the
principal amount thereof, reduce the rate or change the time of payment of any
interest thereon, or reduce the aforesaid majority in aggregate principal amount
of Securities of any series, consent of the holders of which is required for any
such amendment or modification, without the consent of each Securityholder
affected.
Notwithstanding any provision in the Indenture or any provision of this
Note, the Holder of this Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
interest on this Note at the times, places and rate, and in the currency herein
prescribed.
The Notes may not be redeemed prior to the Stated Maturity.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
All terms used in this Note but not defined herein have the meanings
assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
ONEOK, INC.
By:
---------------------------
Name:
Title:
Attested:
---------------------
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
Dated:
--------------------------
This is one of the Notes referred to in the within-
mentioned Indenture.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
as Trustee
By:
---------------------------
Authorized Signatory
SCHEDULE OF EXCHANGES OF INTEREST IN THE NOTE
The following exchanges of interests in this Note have been made:
Principal Amount of
Amount of decrease Amount of increase this Note following Signature of authorized
Date of Exchange in this Note in this Note such decrease or (increase) signatory of Trustee
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
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Insert assignee's soc. sec. or tax I.D. no.
-------------------------
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(Print or type assignee's name, address and zip code)
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and all rights thereunder and irrevocably appoint
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agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
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Dated:
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THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS IT
APPEARS ON THE FIRST PAGE OF THE NOTE.
THE SIGNATURE MUST BE GUARANTEED BY AN "ELIGIBLE GUARANTOR
INSTITUTION" THAT IS A MEMBER OR PARTICIPANT IN A "SIGNATURE GUARANTEE PROGRAM"
(E.G., THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM, THE STOCK EXCHANGE
MEDALLION PROGRAM OR THE NEW YORK STOCK EXCHANGE, INC. MEDALLION PROGRAM).
EXHIBIT B
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Indenture.
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee [or Successor
Trustee]
Dated: By:
------------------- ------------------------------------
Authorized Signatory
B-1
