EXHIBIT 4(f)
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AVISTA CORPORATION
TO
CITIBANK, N.A.
As Successor Trustee under
Mortgage and Deed of Trust,
dated as of June 1, 1939
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THIRTIETH SUPPLEMENTAL INDENTURE
Providing among other things for a series of bonds designated
"First Mortgage Bonds, Collateral Series due 2003"
Due May 20, 2003
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Dated as of May 1, 2002
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THIRTIETH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the 1st day of May 2002, between
AVISTA CORPORATION (formerly known as The Washington Water Power Company), a
corporation of the State of Washington, whose post office address is 0000 Xxxx
Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 (the "Company"), and CITIBANK, N.A.,
formerly First National City Bank (successor by merger to First National City
Trust Company, formerly City Bank Farmers Trust Company), a national banking
association incorporated and existing under the laws of the United States of
America, whose post office address is 000 Xxxx Xxxxxx, Xxx Xxxx, 00000 New York
(the "Trustee"), as Trustee under the Mortgage and Deed of Trust, dated as of
June 1, 1939 (the "Original Mortgage"), executed and delivered by the Company to
secure the payment of bonds issued or to be issued under and in accordance with
the provisions thereof, this indenture (the "Thirtieth Supplemental Indenture")
being supplemental to the Original Mortgage, as heretofore supplemented and
amended.
WHEREAS pursuant to a written request of the Company made in
accordance with Section 103 of the Original Mortgage, Xxxxxxx X. Xxxx (then
Individual Trustee under the Mortgage, as supplemented) ceased to be a trustee
thereunder on July 23, 1969, and all of his powers as Individual Trustee have
devolved upon the Trustee and its successors alone; and
WHEREAS by the Original Mortgage the Company covenanted that
it would execute and deliver such further instruments and do such further acts
as might be necessary or proper to carry out more effectually the purposes of
the Original Mortgage and to make subject to the lien of the Original Mortgage
any property thereafter acquired intended to be subject to the lien thereof; and
WHEREAS the Company has heretofore executed and delivered, in
addition to the Original Mortgage, the indentures supplemental thereto, and has
issued the series of bonds, set forth in Exhibit A hereto (the Mortgage, as
supplemented and amended by the First through Twenty-ninth Supplemental
Indentures being herein sometimes called collectively, the "Mortgage"); and
WHEREAS the Original Mortgage and the First through
Twenty-eighth Supplemental Indentures have been appropriately filed or recorded
in various official records in the States of Washington, California, Idaho,
Montana and Oregon, as set forth in the First through Twenty-ninth Supplemental
Indenture and the Instrument of Further Assurance dated December 15, 2001; and
WHEREAS the Twenty-ninth Supplemental Indenture, dated as of
December 1, 2001, has been appropriately filed or recorded in the various
official records in the States of Washington, California, Idaho, Montana and
Oregon set forth in Exhibit B hereto; and
WHEREAS for the purpose of confirming or perfecting the lien
of the Mortgage on certain of its properties, the Company has heretofore
executed and delivered a Short Form Mortgage and Security Agreement, in multiple
counterparts dated as of various dates in 1992, and such instrument has been
appropriately filed or recorded in the various official records in the States of
California, Montana and Oregon; and
2
WHEREAS for the purpose of conforming or perfecting the lien
of the Mortgage on certain of its properties, the Company has heretofore
executed and delivered an Instrument of Further Assurance, dated as of December
15, 2001, and such instrument has been appropriately filed or recorded in the
various official records in the States of Washington, California, Idaho, Montana
and Oregon; and
WHEREAS in addition to the property described in the Mortgage
the Company has acquired certain other property, rights and interests in
property; and
WHEREAS Section 8 of the Original Mortgage provides that the
form of each series of bonds (other than the First Series) issued thereunder and
of the coupons to be attached to coupon bonds of such series shall be
established by Resolution of the Board of Directors of the Company; that the
form of such series, as established by said Board of Directors, shall specify
the descriptive title of the bonds and various other terms thereof; and that
such series may also contain such provisions not inconsistent with the
provisions of the Mortgage as the Board of Directors may, in its discretion,
cause to be inserted therein expressing or referring to the terms and conditions
upon which such bonds are to be issued and/or secured under the Mortgage; and
WHEREAS Section 120 of the Original Mortgage provides, among
other things, that any power, privilege or right expressly or impliedly reserved
to or in any way conferred upon the Company by any provision of the Mortgage,
whether such power, privilege or right is in any way restricted or is
unrestricted, may be in whole or in part waived or surrendered or subjected to
any restriction if at the time unrestricted or to additional restriction if
already restricted, and the Company may enter into any further covenants,
limitations or restrictions for the benefit of any one or more series of bonds
issued thereunder, or the Company may cure any ambiguity contained therein, or
in any supplemental indenture, by an instrument in writing executed and
acknowledged by the Company in such manner as would be necessary to entitle a
conveyance of real estate to record in all of the states in which any property
at the time subject to the lien of the Mortgage shall be situated; and
WHEREAS the Company now desires to create a new series of
bonds; and
WHEREAS the execution and delivery by the Company of this
Thirtieth Supplemental Indenture, and the terms of the bonds of the
Twenty-eighth Series, hereinafter referred to, have been duly authorized by the
Board of Directors of the Company by appropriate Resolutions of said Board of
Directors, and all things necessary to make this Thirtieth Supplemental
Indenture a valid, binding and legal instrument have been performed;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the Company,
in consideration of the premises and of other good and valuable consideration,
the receipt and sufficiency whereof are hereby acknowledged, hereby confirms the
estate, title and rights of the Trustee (including without limitation the lien
of the Mortgage on the property of the Company subjected thereto, whether now
owned or hereafter acquired) held as security for the payment of both the
principal of and interest and premium, if any, on the bonds from time to time
issued under the Mortgage according to their tenor and effect and the
performance of all the provisions of the Mortgage and of such bonds, and,
without limiting the generality of the foregoing, hereby
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confirms the grant, bargain, sale, release, conveyance, assignment, transfer,
mortgage, pledge, setting over and confirmation unto the Trustee, contained in
the Mortgage, of all the following described properties of the Company, whether
now owned or hereafter acquired, namely:
All of the property, real, personal and mixed, of every
character and wheresoever situated (except any hereinafter or in the
Mortgage expressly excepted) which the Company now owns or, subject to
the provisions of Section 87 of the Mortgage, may hereafter acquire
prior to the satisfaction and discharge of the Mortgage, as fully and
completely as if herein or in the Mortgage specifically described, and
including (without in anywise limiting or impairing by the enumeration
of the same the scope and intent of the foregoing or of any general
description contained in Mortgage) all lands, real estate, easements,
servitudes, rights of way and leasehold and other interests in real
estate; all rights to the use or appropriation of water, flowage
rights, water storage rights, flooding rights, and other rights in
respect of or relating to water; all plants for the generation of
electricity, power houses, dams, dam sites, reservoirs, flumes,
raceways, diversion works, head works, waterways, water works, water
systems, gas plants, steam heat plants, hot water plants, ice or
refrigeration plants, stations, substations, offices, buildings and
other works and structures and the equipment thereof and all
improvements, extensions and additions thereto; all generators,
machinery, engines, turbines, boilers, dynamos, transformers, motors,
electric machines, switchboards, regulators, meters, electrical and
mechanical appliances, conduits, cables, pipes and mains; all lines and
systems for the transmission and distribution of electric current, gas,
steam heat or water for any purpose; all towers, mains, pipes, poles,
pole lines, conduits, cables, wires, switch racks, insulators,
compressors, pumps, fittings, valves and connections; all motor
vehicles and automobiles; all tools, implements, apparatus, furniture,
stores, supplies and equipment; all franchises (except the Company's
franchise to be a corporation), licenses, permits, rights, powers and
privileges; and (except as hereinafter or in the Mortgage expressly
excepted) all the right, title and interest of the Company in and to
all other property of any kind or nature.
TOGETHER WITH all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the aforesaid property
or any part thereof, with the reversion and reversions, remainder and remainders
and (subject to the provisions of Section 57 of the Original Mortgage) 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 hereafter acquire in and to
the aforesaid property and franchises and every part and parcel thereof.
THE COMPANY HEREBY CONFIRMS that, subject to the provisions of
Section 87 of the Original Mortgage, all the property, rights, and franchises
acquired by the Company after the date thereof (except any hereinbefore or
hereinafter or in the Mortgage expressly excepted) are and shall be as fully
embraced within the lien of the Mortgage as if such property, rights and
franchises had been owned by the Company at the date of the Original Mortgage
and had been specifically described therein.
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PROVIDED THAT the following were not and were not intended to
be then or now or hereafter granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, pledged, set over or confirmed under the
Mortgage and were, are and shall be expressly excepted from the lien and
operation namely: (l) cash, shares of stock and obligations (including bonds,
notes and other securities) not hereafter specifically pledged, paid, deposited
or delivered under the Mortgage or covenanted so to be; (2) merchandise,
equipment, materials or supplies held for the purpose of sale in the usual
course of business or for consumption in the operation of any properties of the
Company; (3) bills, notes and accounts receivable, and all contracts, leases and
operating agreements not specifically pledged under the Mortgage or covenanted
so to be; (4) electric energy and other materials or products generated,
manufactured, produced or purchased by the Company for sale, distribution or use
in the ordinary course of its business; and (5) any property heretofore released
pursuant to any provisions of the Mortgage and not heretofore disposed of by the
Company; provided, however, that the property and rights expressly excepted from
the lien and operation of the Mortgage in the above subdivisions (2) and (3)
shall (to the extent permitted by law) cease to be so excepted in the event that
the Trustee or a receiver or trustee shall enter upon and take possession of the
Mortgaged and Pledged Property in the manner provided in Article XII of the
Original Mortgage by reason of the occurrence of a Completed Default as defined
in said Article XII.
TO HAVE AND TO HOLD all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over or confirmed by the Company in the Mortgage as
aforesaid, or intended so to be, unto the Trustee, and its successors, heirs and
assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the same
terms, trusts and conditions and subject to and with the same provisos and
covenants as set forth in the Mortgage, this Thirtieth Supplemental Indenture
being supplemental to the Mortgage.
AND IT IS HEREBY FURTHER CONFIRMED by the Company that all the
terms, conditions, provisos, covenants and provisions contained in the Mortgage
shall affect and apply to the property in the Mortgage described and conveyed,
and to the estates, rights, obligations and duties of the Company and the
Trustee and the beneficiaries of the trust with respect to said property, and to
the Trustee and its successors in the trust, in the same manner and with the
same effect as if the said property had been owned by the Company at the time of
the execution of the Original Mortgage, and had been specifically and at length
described in and conveyed to said Trustee by the Original Mortgage as a part of
the property therein stated to be conveyed.
The Company further covenants and agrees to and with the
Trustee and its successor or successors in such trust under the Mortgage, as
follows:
ARTICLE I
TWENTY-EIGHTH SERIES OF BONDS
SECTION 1. (I) There shall be a series of bonds designated "Collateral
Series due 2003" (herein sometimes referred to as the "Twenty-eighth Series"),
each of which shall also
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bear the descriptive title First Mortgage Bond, and the form thereof, which has
been established by Resolution of the Board of Directors of the Company, is set
forth on Exhibit C hereto. Bonds of the Twenty-eighth Series shall be issued as
fully registered bonds in denominations of One Thousand Dollars and, at the
option of the Company, any amount in excess thereof (the exercise of such option
to be evidenced by the execution and delivery thereof) and shall be dated as in
Section 10 of the Mortgage provided. Each bond of the Twenty-eighth Series shall
mature on May 20, 2003 and shall bear interest, be redeemable and have such
other terms and provisions as set forth below.
(II) The Bonds of the Twenty-eighth Series shall have the
following terms and characteristics:
(a) the Bonds of the Twenty-eighth Series shall be initially
authenticated and delivered under the Indenture in the aggregate
principal amount of $225,000,000;
(b) the Bonds of the Twenty-eighth Series shall bear interest
at the rate of ten per centum (10%) per annum; interest on such bonds
shall accrue from and including the date of the initial authentication
and delivery thereof, except as otherwise provided in the form of bond
attached hereto as Exhibit C; interest on such bonds shall be payable
on each Interest Payment Date and at Maturity (as each of such terms is
hereafter defined); and interest on such bonds during any period less
than one year for which payment is made shall be computed in accordance
with the Credit Agreement (as hereinafter defined);
(c) the principal of and premium, if any, and interest on each
bond of the Twenty-eighth Series payable at Maturity shall be payable
upon presentation thereof at the office or agency of the Company in the
Borough of Manhattan, The City of New York, in such coin or currency as
at the time of payment is legal tender for public and private debts.
The interest on each Bond of the Twenty-eighth Series (other than
interest payable at Maturity) shall be payable directly to the
registered owners thereof;
(d) the Bonds of the Twenty-eighth Series shall not be
redeemable, in whole or in part, at the option of the Company;
(e) (i) the Bonds of the Twenty-eighth Series are to be issued
and delivered to the Administrative Agent (as hereinafter defined) in
order to provide the benefit of the lien of the Mortgage as security
for the obligation of the Company under the Credit Agreement to pay the
Obligations (as hereinafter defined), to the extent and subject to the
limitations set forth in clauses (iii) and (iv) of this subdivision;
(ii) upon the earliest of (A) the occurrence of an Event of
Default under the Credit Agreement, and further upon the condition
that, in accordance with the terms of the Credit Agreement, the
Commitments (as hereinafter defined) shall have been or shall have
terminated and any Loans (as hereinafter defined) outstanding shall
have been declared to be or shall have otherwise become due and payable
immediately and the Administrative Agent shall have delivered to the
Company a notice demanding redemption of the Bonds of the Twenty-eighth
Series which notice states that it is being
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delivered pursuant to Article VII of the Credit Agreement, (B) the
occurrence of an Event of Default under clause (g) or (h) of Article
VII of the Credit Agreement, and (C) May 20, 2003, then all Bonds of
the Twenty-eighth Series shall be redeemed or paid immediately at the
principal amount thereof plus accrued interest to the date of
redemption or payment;
(iii) the obligation of the Company to pay the accrued
interest on Bonds of the Twenty-eighth Series on any Interest Payment
Date prior to Maturity (a) shall be deemed to have been satisfied and
discharged in full in the event that all amounts then due in respect of
the Obligations shall have been paid or (b) shall be deemed to remain
unsatisfied in an amount equal to the aggregate amount then due in
respect of the Obligations and remaining unpaid (not in excess,
however, of the amount otherwise then due in respect of interest on the
Bonds of the Twenty-eighth Series);
(iv) the obligation of the Company to pay the principal of and
accrued interest on Bonds of the Twenty-eighth Series at or after
Maturity (x) shall be deemed to have been satisfied and discharged in
full in the event that all amounts then due in respect of the
Obligations shall have been paid or (y) shall be deemed to remain
unsatisfied in an amount equal to the aggregate amount then due in
respect of the Obligations and remaining unpaid (not in excess,
however, of the amount otherwise then due in respect of principal of
and accrued interest on the Bonds of the Twenty-eighth Series).
(v) the Trustee shall be entitled to presume that the
obligation of the Company to pay the principal of and interest on the
Bonds of the Twenty-eighth Series as the same shall become due and
payable shall have been fully satisfied and discharged unless and until
it shall have received a written notice from the Administrative Agent,
signed by an authorized officer thereof, stating that the principal of
and/or interest on the Bonds of the Twenty-eighth Series has become due
and payable and has not been fully paid, and specifying the amount of
funds required to make such payment;
(f) no service charge shall be made for the registration of
transfer or exchange of Bonds of the Twenty-eighth Series;
(g) in the event of an application by the Administrative Agent
for a substituted Bond of the Twenty-eighth Series pursuant to Section
16 of the Original Mortgage, the Administrative Agent shall not be
required to provide any indemnity or pay any expenses or charges as
contemplated in said Section 16; and
(h) the Bonds of the Twenty-eighth Series shall have such
other terms as are set forth in the form of bond attached hereto as
Exhibit C.
Anything in this Supplemental Indenture or in the Bonds of the
Twenty-eighth Series to the contrary notwithstanding, if, at the time of the
Maturity of such Bonds, the stated aggregate principal amount of such Bonds then
Outstanding shall exceed the aggregate Revolving Credit Exposures (as
hereinafter defined), the aggregate principal amount of such Bonds shall be
deemed to have been reduced by the amount of such excess.
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(III) For all purposes of this Thirtieth Supplemental
Indenture, except as otherwise expressly provided or unless the context
otherwise requires, the terms defined below shall have the meanings specified:
"ADMINISTRATIVE AGENT" means The Bank of New York, in its
capacity as Administrative Agent under the Credit Agreement.
"BOND DELIVERY AGREEMENT" means the Bond Delivery Agreement,
dated May 21, 2002 between the Company and the Administrative Agent.
"CREDIT AGREEMENT" means the Credit Agreement, dated as of May
21, 2002, among the Company, the banks parties thereto, Keybank and
Washington Mutual Bank, as Co-Agents, U.S. Bank, National Association,
as Managing Agent, Fleet National Bank and Xxxxx Fargo Bank, as
Documentation Agents, Union Bank of California, N.A., as Syndication
Agent, and The Bank of New York as Administrative Agent and Issuing
Bank, as amended, supplemented or otherwise modified from time to time.
"INTEREST PAYMENT DATE" means June 30, 2002, September 30,
2002, December 31, 2002 and March 31, 2003.
"MATURITY" means the date on which the principal of the Bonds
of the Twenty-eighth Series becomes due and payable, whether at stated
maturity, upon redemption or acceleration, or otherwise.
"OBLIGATIONS" shall have the meaning specified in the Bond
Delivery Agreement.
"COMMITMENTS", "LOANS" and "REVOLVING CREDIT EXPOSURES" shall
have the meanings specified in the Credit Agreement:
A copy of the Credit Agreement is on file at the office of the
Administrative Agent at Xxx Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 and at
the office of the Company at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000.
(IV) Upon the delivery of this Thirtieth Supplemental
Indenture, bonds of the Twenty-eighth Series in an aggregate principal amount
not to exceed $225,000,000 are to be issued and will be Outstanding, in addition
to $313,500,000 aggregate principal amount of bonds of prior series Outstanding
at the date of delivery of this Thirtieth Supplemental Indenture.
ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 1. The terms defined in the Original Mortgage shall,
for all purposes of this Thirtieth Supplemental Indenture, have the meanings
specified in the Original Mortgage.
SECTION 2. The Trustee hereby confirms its acceptance of the
trusts in the Original Mortgage declared, provided, created or supplemented and
agrees to perform the same upon the terms and conditions in the Original
Mortgage set forth, including the following:
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The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Thirtieth Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made by the Company solely. Each and every term and condition
contained in Article XVI of the Original Mortgage, shall apply to and form part
of this Thirtieth 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 Thirtieth Supplemental Indenture.
SECTION 3. Whenever in this Thirtieth Supplemental Indenture
either of the parties hereto is named or referred to, this shall, subject to the
provisions of Articles XV and XVI of the Original Mortgage be deemed to include
the successors and assigns of such party, and all the covenants and agreements
in this Thirtieth Supplemental Indenture contained by or on behalf of the
Company, or by or on behalf of the Trustee, or either of them, shall, subject as
aforesaid, bind and inure to the respective benefits of the respective
successors and assigns of such parties, whether so expressed or not.
SECTION 4. Nothing in this Thirtieth Supplemental Indenture,
expressed or implied, is intended, or shall be construed, to confer upon, or to
give to, any person, firm or corporation, other than the parties hereto and the
holders of the bonds and coupons Outstanding under the Mortgage, any right,
remedy or claim under or by reason of this Thirtieth Supplemental Indenture or
any covenant, condition, stipulation, promise or agreement hereof, and all the
covenants, conditions, stipulations, promises and agreements in this Thirtieth
Supplemental Indenture contained by or on behalf of the Company shall be for the
sole and exclusive benefit of the parties hereto, and of the holders of the
bonds and of the coupons Outstanding under the Mortgage.
SECTION 5. This Thirtieth Supplemental Indenture shall be
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
SECTION 6. The titles of the several Articles of this
Thirtieth Supplemental Indenture shall not be deemed to be any part thereof.
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IN WITNESS WHEREOF, on the ___ day of May 2002, AVISTA
CORPORATION has caused its corporate name to be hereunto affixed, and this
instrument to be signed and sealed by its President or one of its Vice
Presidents, and its corporate seal to be attested by its Corporate Secretary or
one of its Assistant Corporate Secretaries for and in its behalf, all in The
City of Spokane, Washington, as of the day and year first above written; and on
the ___ day of May, 2002, CITIBANK, N.A., has caused its corporate name to be
hereunto affixed, and this instrument to be signed and sealed by its President
or one of its Vice Presidents or one of its Senior Trust Officers or one of its
Trust Officers and its corporate seal to be attested by one of its Vice
Presidents or one of its Trust Officers, all in The City of New York, New York,
as of the day and year first above written.
AVISTA CORPORATION
By /s/ Xxx X. Xxxxxxxx
--------------------------------------
Senior Vice President
Attest:
/s/ Xxxxx X. Xxxxx
--------------------------------------
Assistant Corporate Secretary
Executed, sealed and delivered
by AVISTA CORPORATION
in the presence of:
/s/ Xxxxx X. Xxxxxx
--------------------------------------
/s/ Xxxx X. Xxxxxxx
--------------------------------------
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CITIBANK, N.A., AS TRUSTEE
By /s/ Xxxxx Xxxx
-------------------------------------
Xxxxx Xxxx, Vice President
Attest:
/s/ Xxxxx Xxxxx
---------------------------------------
Xxxxx Xxxxx, Assistant Vice President
Executed, sealed and delivered
by CITIBANK, N.A.,
as trustee. in the presence of:
/s/ Xxxx X. Xxxxxx
---------------------------------------
Xxxx X. Xxxxxx
Vice President
/s/ X. XxXxxxxx
---------------------------------------
X. XxXxxxxx
Vice President
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STATE OF WASHINGTON )
) ss.:
COUNTY OF SPOKANE )
On the ___ day of __________ 2002, before me personally
appeared Xxx X. Xxxxxxxx, to me known to be a Senior Vice President of AVISTA
CORPORATION, one of the corporations that executed the within and foregoing
instrument, and acknowledged said instrument to be the free and voluntary act
and deed of said Corporation for the uses and purposes therein mentioned and on
oath stated that he was authorized to execute said instrument and that the seal
affixed is the corporate seal of said Corporation.
On the _____ day of ___________ 2002, before me, Xxx Xxxxx, a
Notary Public in and for the State and County aforesaid, personally appeared Xxx
X. Xxxxxxxx, known to me to be a Senior Vice President of AVISTA CORPORATION,
one of the corporations that executed the within and foregoing instrument and
acknowledged to me that such Corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.
/s/ Xxx Xxxxx
-----------------------------------------
Notary Public
00
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On the 17th day of May 2002, before me personally appeared
Xxxxx Xxxx, to me known to be a Vice President of CITIBANK, N.A., one of the
corporations that executed the within and foregoing instrument, and acknowledged
said instrument to be the free and voluntary act and deed of said Corporation
for the uses and purposes therein mentioned and on oath stated that he was
authorized to execute said instrument and that the seal affixed is the corporate
seal of said Corporation.
On the 17th day of May 2002, before me, a Notary Public in and
for the State and County aforesaid, personally appeared Xxxxx Xxxxx, known to me
to be an Assistant Vice President of CITIBANK, N.A., one of the corporations
that executed the within and foregoing instrument and acknowledged to me that
such Corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.
/s/ Xxxxx X. Xxxxxxxxx
-----------------------------------------
Notary Public
Xxxxx X. Xxxxxxxxx
Notary Public, State of New York
No. 00-0000000
Qualified in Queens County
Certificate Filed in New York County
Commission Expires January 27, 2006
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EXHIBIT A
MORTGAGE, SUPPLEMENTAL INDENTURES
AND SERIES OF BONDS
MORTGAGE OR SERIES PRINCIPAL PRINCIPAL
SUPPLEMENTAL DATED AS ------------------------- AMOUNT AMOUNT
INDENTURE OF NO. DESIGNATION ISSUED OUTSTANDING
------------ -------- --- ----------- --------- -----------
Original June 1, 1939 1 3-1/2% Series due 1964 $22,000,000 None
First October 1, 1952 2 3-3/4% Series due 1982 30,000,000 None
Second May 1, 1953 3 3-7/8% Series due 1983 10,000,000 None
Third December 1, 1955 None
Xxxxxx Xxxxx 00, 0000 Xxxx
Xxxxx July 1, 1957 4 4-7/8% Series due 1987 30,000,000 None
Sixth January 1, 1958 5 4-1/8% Series due 1988 20,000,000 None
Seventh August 1, 1958 6 4-3/8% Series due 1988 15,000,000 None
Eighth January 1, 1959 7 4-3/4% Series due 1989 15,000,000 None
Ninth January 1, 1960 8 5-3/8% Series due 1990 10,000,000 None
Tenth April 1, 1964 9 4-5/8% Series due 1994 30,000,000 None
Eleventh March 1,1965 10 4-5/8% Series due 1995 10,000,000 None
Twelfth May 1, 1966 None
Thirteenth August 1, 1966 11 6 % Series due 1996 20,000,000 None
Fourteenth April 1, 1970 12 9-1/4% Series due 2000 20,000,000 None
Fifteenth May 1, 1973 13 7-7/8% Series due 2003 20,000,000 None
Sixteenth February 1, 1975 14 9-3/8% Series due 2005 25,000,000 None
Seventeenth November 1, 1976 15 8-3/4% Series due 2006 30,000,000 None
Eighteenth June 1, 1980 None
Nineteenth January 1, 1981 16 14-1/8% Series due 40,000,000 None
1991
Twentieth August 1, 1982 17 15-3/4% Series due 60,000,000 None
1990-1992
Twenty-First September 1, 18 13-1/2% Series due 60,000,000 None
1983 2013
Twenty-Second March 1, 1984 19 13-1/4% Series due 60,000,000 None
1994
Twenty-Third December 1, 1986 20 9-1/4% Series due 2016 80,000,000 None
Twenty-Fourth January 1, 1988 21 10-3/8% Series due 50,000,000 None
2018
Twenty-Fifth October 1, 1989 22 7-1/8% Series due 2013 66,700,000 None
23 7-2/5% Series due 2016 17,000,000 None
Twenty-Sixth April 1, 1993 24 Secured Medium-Term 250,000,000 104,500,000
Notes,
Series A
($250,000,000
authorized)
Twenty-Seventh January 1, 1994 25 Secured Medium-Term 161,000,000 59,000,000
Notes,
Series B
($250,000,000
authorized)
Twenty-Eighth September 1, 26 Collateral Series due 220,000,000 220,000,000*
2001 2002
Twenty-Ninth December 1, 2001 27 7.75% Series due 2007 150,000,000 150,000,000
* To be retired in connection with the authentication and delivery of the bonds
of the Twenty-eighth series.