INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
1.1 - Form of Underwriting Agreement. (Incorporated by reference to
Exhibit 1.1 to Registration Statement No. 333-90385.)
1.2 - Underwriting Agreement Basic Provisions, dated November 1,
1999. (Incorporated by reference to Exhibit 1.2 to
Registration Statement No. 333-90385.)
4.1 - Indenture, dated as of December 1, 1990, between Consolidated
Edison Company of New York, Inc. ("Con Edison of New York")
and The Chase Manhattan Bank (successor to The Chase Manhattan
Bank (National Association),("Chase"), as Trustee.
(Incorporated by reference to Exhibit 4(h) to Con Edison of
New York's Annual Report on Form 10-K for the year ended
December 31, 1990 -- Commission File No. 1-1217.)
4.2 - First Supplemental Indenture, dated as of March 6, 1996, between Con
Edison of New York and Chase, as Trustee. (Incorporated by reference
to Exhibit 4.13 to Con Edison of New York's Annual Report on Form
10-K for the year ended December 31, 1995 -- Commission File No.
1-1217.)
5 - Opinion and consent of Peter A. Irwin, Esq., Associate General
Counsel of Con Edison of New York.
12.1 - Schedule of computation of ratio of earnings to fixed charges
for the years ended December 31, 2000, 1999, 1998, 1997, and
1996. (Incorporated by reference to Exhibit 12.2 to Con Edison
of New York's Annual Report on Form 10-K for the year ended
December 31, 2000 -- Commission File No. 1-1217.)
12.2 - Schedule of computation of ratio of earnings to fixed charges
for the twelve month periods ended March 31, 2001 and 2000.
(Incorporated by reference to Exhibit 12.2 to Con Edison of
New York's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001 -- Commission File No. 1-1217.)
23.1 - Consent of PricewaterhouseCoopers LLP.
23.2 - Consent of Peter A. Irwin, Esq., Associate General Counsel of
Con Edison of New York (included as part of Exhibit 5).
24 - Powers of Attorney.
25 - Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of Chase, as Trustee.
II-6
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorneys-in-fact and agents for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison") to sign the Registration Statement on Form S-3 to be filed
by Con Edison with the Securities and Exchange Commission for the registration
under the Securities Act of 1933 not to exceed $235 million of debt obligations
of Con Edison, and any and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 11th day
of May, 2001.
/s/ George Campbell, Jr.
George Campbell, Jr.
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorneys-in-fact and agents for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison") to sign the Registration Statement on Form S-3 to be filed
by Con Edison with the Securities and Exchange Commission for the registration
under the Securities Act of 1933 not to exceed $235 million of debt obligations
of Con Edison, and any and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 14th day
of May, 2001.
/s/ E. Virgil Conway
E. Virigl Conway
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorneys-in-fact and agents for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison") to sign the Registration Statement on Form S-3 to be filed
by Con Edison with the Securities and Exchange Commission for the registration
under the Securities Act of 1933 not to exceed $235 million of debt obligations
of Con Edison, and any and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 14th day
of May, 2001.
/s/ Gordon J. Davis
Gordon J. Davis
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorneys-in-fact and agents for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison") to sign the Registration Statement on Form S-3 to be filed
by Con Edison with the Securities and Exchange Commission for the registration
under the Securities Act of 1933 not to exceed $235 million of debt obligations
of Con Edison, and any and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 14th day
of May, 2001.
/s/ Ruth M. Davis
Ruth M. Davis
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorneys-in-fact and agents for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison") to sign the Registration Statement on Form S-3 to be filed
by Con Edison with the Securities and Exchange Commission for the registration
under the Securities Act of 1933 not to exceed $235 million of debt obligations
of Con Edison, and any and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 11th day
of May, 2001.
/s/ Joan S. Freilich
Joan S. Freilich
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorneys-in-fact and agents for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison") to sign the Registration Statement on Form S-3 to be filed
by Con Edison with the Securities and Exchange Commission for the registration
under the Securities Act of 1933 not to exceed $235 million of debt obligations
of Con Edison, and any and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 12th day
of May, 2001.
/s/ Ellen V. Futter
Ellen V. Futter
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorneys-in-fact and agents for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison") to sign the Registration Statement on Form S-3 to be filed
by Con Edison with the Securities and Exchange Commission for the registration
under the Securities Act of 1933 not to exceed $235 million of debt obligations
of Con Edison, and any and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 11th day
of May, 2001.
/s/ Peter W. Likins
Peter W. Likins
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorneys-in-fact and agents for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison") to sign the Registration Statement on Form S-3 to be filed
by Con Edison with the Securities and Exchange Commission for the registration
under the Securities Act of 1933 not to exceed $235 million of debt obligations
of Con Edison, and any and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 11th day
of May, 2001.
/s/ Eugene R. McGrath
Eugene R. McGrath
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorneys-in-fact and agents for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison") to sign the Registration Statement on Form S-3 to be filed
by Con Edison with the Securities and Exchange Commission for the registration
under the Securities Act of 1933 not to exceed $235 million of debt obligations
of Con Edison, and any and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 12th day
of May, 2001.
/s/ Richard A. Voell
Richard A. Voell
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorneys-in-fact and agents for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison") to sign the Registration Statement on Form S-3 to be filed
by Con Edison with the Securities and Exchange Commission for the registration
under the Securities Act of 1933 not to exceed $235 million of debt obligations
of Con Edison, and any and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 14th day
of May, 2001.
/s/ Stephen R. Volk
Stephen R. Volk
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorneys-in-fact and agents for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison") to sign the Registration Statement on Form S-3 to be filed
by Con Edison with the Securities and Exchange Commission for the registration
under the Securities Act of 1933 not to exceed $235 million of debt obligations
of Con Edison, and any and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 11th day
of May, 2001.
/s/ Edward J. Rasmussen
Edward J. Rasmussen
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 15, 2001 relating to the
financial statements and financial statement schedule of Consolidated Edison
Company of New York, Inc., which appears in the combined Annual Report on Form
10-K of Consolidated Edison, Inc., Consolidated Edison Company of New York, Inc.
and Orange and Rockland Utilities, Inc. for the year ended December 31, 2000. We
also consent to the reference to us under the heading "Experts" in such
Registration Statement.
PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
New York, New York
May 15, 2001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
(Exact name of obligor as specified in its charter)
New York 13-5009340
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
4 Irving Place
New York, New York 10003
(Address of principal executive offices) (Zip Code)
Debt Securities
(Title of the indenture securities)
-2-
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a)Name and address of each examining or supervising authority to which it is
subject.
New York State Banking Department, State House, Albany, New York 12110.
Board of Governors of the Federal Reserve System, Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b)Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 3 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of May, 2001.
THE CHASE MANHATTAN BANK
By
------------------------------------------
James P. Freeman
Vice President
- 3 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of May, 2001.
THE CHASE MANHATTAN BANK
By /s/ James P. Freeman
----------------------
James P. Freeman
Vice President
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 2000, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ......................................... $ 22,648
Interest-bearing balances ................................. 6,608
Securities:...................................................
Held to maturity securities................................... 556
Available for sale securities................................. 66,556
Federal funds sold and securities purchased under
agreements to resell ...................................... 35,508
Loans and lease financing receivables:
Loans and leases, net of unearned income $158,034
Less: Allowance for loan and lease losses 2,399
Less: Allocated transfer risk reserve ....... 0
-------------
Loans and leases, net of unearned income,
allowance, and reserve .................................... 155,635
Trading Assets ............................................... 59,802
Premises and fixed assets (including capitalized
leases)....................................................... 4,398
Other real estate owned....................................... 20
Investments in unconsolidated subsidiaries and
associated companies....................................... 338
Customers' liability to this bank on acceptances
outstanding ............................................... 367
Intangible assets ............................................ 4,794
Other assets.................................................. 19,886
------
TOTAL ASSETS ................................................. $377,116
=========
- 4 -
LIABILITIES
Deposits
In domestic offices ....................................... $132,165
Noninterest-bearing ....................................... $54,608
Interest-bearing .......................................... 77,557
In foreign offices, Edge and Agreement
subsidiaries and IBF's..................................... 106,670
Noninterest-bearing ..................$ 6,059
Interest-bearing ................ 100,611
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 45,967
Demand notes issued to the U.S. Treasury ..................... 500
Trading liabilities .......................................... 41,384
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ............. 6,722
With a remaining maturity of more than one year
through three years................................. 0
With a remaining maturity of more than three years..... 276
Bank's liability on acceptances executed and outstanding 367
Subordinated notes and debentures ............................ 6,349
Other liabilities............................................. 14,515
TOTAL LIABILITIES ............................................ 354,915
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock)..... 12,614
Undivided profits and capital reserves ....................... 8,658
Net unrealized holding gains (losses)
on available-for-sale securities.............................. (298)
Accumulated net gains (losses) on cash flow hedges............ 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 22,201
------
TOTAL LIABILITIES AND EQUITY CAPITAL ........................ $377,116
==========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the in- structions
issued by the appropriate Federal regulatory authority and is true and correct.
DOUGLAS A. WARNER III )
WILLIAM B. HARRISON JR. )DIRECTORS
ELLEN V. FUTTER )
-5-
May 15, 2001
Consolidated Edison Company
of New York, Inc.
4 Irving Place
New York, New York 10003
Re: Securities Being Registered Under the Securities Act of 1933
Ladies and Gentlemen:
I am an Associate General Counsel and Assistant Secretary of
Consolidated Edison Company of New York, Inc. ("Con Edison of New York"). I and
other members of Con Edison of New York's Law Department have represented Con
Edison of New York in connection with the filing by Con Edison of New York with
the Securities and Exchange Commission of a Registration Statement on Form S-3
registering $235 million of unsecured debt securities of Con Edison of New York
(the "Securities") for issuance from time to time pursuant to Rule 415 under the
Securities Act of 1933 (the "Registration Statement"). The Securities are to be
issued under the Indenture, dated as of December 1, 1990, between Con Edison of
New York and The Chase Manhattan Bank (successor to The Chase Manhattan Bank
(National Association)), as Trustee (the "Trustee"), as amended and supplemented
by a First Supplemental Indenture, dated as of March 6, 1996 (the Indenture, as
so amended and supplemented, is herein referred to as the "Indenture").
I have examined such documents as I have deemed necessary for the purpose
of this opinion, including (a) the Certificate of Incorporation and the By-Laws
of Con Edison of New York; (b) the Indenture; and (c) minutes of meetings of the
Board of Trustees of Con Edison of New York. It is my opinion that the
Securities will become the legal, valid and binding obligations of Con Edison of
New York in accordance with their terms upon:
1. the issuance of an order by the Public Service Commission of the
State of New York (the "PSC") authorizing Con Edison of New York
to issue the Securities and the compliance therewith by Con
Edison of New York, and the issuance by the PSC, to the extent
required by the terms of the order, of a letter to the effect
that such order is no longer subject to abrogation with respect
to the Securities;
2. the due authorization and execution of the Securities by Con
Edison of New York;
3. the due authentication and delivery of the Securities in
accordance with the Indenture; and
4. the receipt by Con Edison of New York of payment for the
Securities at the price and in accordance
with the terms set forth in the Registration Statement and the
supplement or supplements to the prospectus constituting
a part thereof.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me under the caption "Legal Matters" in the
prospectus constituting a part of the Registration Statement. However, in giving
such consent, I do not thereby admit that I come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations thereunder.
Very truly yours,
/s/ Peter A. Irwin
Peter A. Irwin