Exhibit 4.1
AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of July 27,
1998 by and among RJR Nabisco, Incorporated, a corporation duly organized and
existing under the laws of the State of Delaware and having its principal office
at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Company"),
Citibank, N.A., a banking corporation duly organized and existing under the laws
of the United States of America and having its principal corporate trust office
at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Resigning Trustee") and The
Bank of New York, a New York banking corporation duly organized and existing
under the laws of New York and having its principal corporate trust office at
000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Successor Trustee").
RECITALS:
WHEREAS, the Notes listed on Exhibit A hereto were issued under the Amended
and Restated Indenture dated as of July 24, 1995 by and between the Company and
the Resigning Trustee (said Notes are hereinafter referred to as "Securities"
and said Indenture is hereinafter referred to as the "Indenture");
WHEREAS, Section 6.10 of the Indenture provides that the Trustee may at any
time resign by giving written notice of such resignation to the Company,
effective upon the acceptance by a successor Trustee of its appointment as a
successor Trustee and payment of all fees due and owing to the Resigning
Trustee;
WHEREAS, Section 6.11 of the Indenture provides that any successor Trustee
appointed in accordance with the Indenture shall execute, acknowledge and
deliver to the Company and to its predecessor Trustee an instrument accepting
such appointment under the Indenture, and thereupon the resignation of the
predecessor Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all rights,
powers, duties and obligations of the predecessor Trustee;
WHEREAS, the Resigning Trustee was appointed Security Registrar and Paying
Agent by the Company;
WHEREAS, the Company desires to appoint Successor Trustee as Trustee,
Security Registrar and Paying Agent to succeed Resigning Trustee under the
Indenture; and
WHEREAS, Successor Trustee is willing to accept such appointment as
successor Trustee, Security Registrar and Paying Agent under the Indenture;
NOW, THEREFORE, the Company, Resigning Trustee and Successor Trustee, for
and in consideration of the premises and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
hereby consent and agree as follows:
ARTICLE ONE
THE RESIGNING TRUSTEE
SECTION I. Pursuant to Section 6.10 of the Indenture, Resigning Trustee
hereby notifies the Company that Resigning Trustee is hereby resigning as
Trustee, Security Registrar and Paying Agent under the Indenture.
SECTION II. Resigning Trustee hereby represents and warrants to Successor
Trustee that:
(a) No covenant or condition contained in the Indenture has been waived by
Resigning Trustee nor has of the Responsible Officers of Resigning
Trustee's Corporate Trust Group, received written notice from the
Holders of the percentage in aggregate principal amount of the
Securities required by the Indenture to effect any such waiver.
(b) Responsible Officers of the Resigning Trustee's Corporate Trust Group
have not received written notice of any action, suit or proceeding
pending nor has the Responsible Officers assigned to Resigning
Trustee's Corporate Trust Group, received notice of any threatened
action, suit or proceeding against Resigning Trustee before any court
or any governmental authority arising out of any action or omission by
Resigning Trustee as Trustee under the Indenture.
2
(c) As of the effective date of this Agreement, Resigning Trustee will
hold no property under the Indenture.
(d) Pursuant to Section 2.4 of the Indenture, Resigning Trustee duly
authenticated and delivered, the securities listed on Exhibit A
attached hereto on the specified dates and for the listed principal
amounts outstanding;
(e) Each person who so authenticated the Securities was duly elected,
qualified and acting as an officer of Resigning Trustee and empowered
to authenticate the Securities at the respective times of such
authentication and the signature of such person or persons appearing
on such Securities is each such person's genuine signature.
(f) This Agreement has been duly authorized, executed and delivered on
behalf of Resigning Trustee and constitutes its legal, valid and
binding obligation.
(g) No responsible Officers of the Resigning Trustee's Corporate Trust
Group, have received written notice of any event which has occurred
and is continuing which is, or after notice or lapse of time would
become, an Event of Default under Section 5.1 of the Indenture.
SECTION III. Upon payment of all fees due and owing to the Resigning
Trustee, the Resigning Trustee hereby assigns, transfers, delivers and confirms
to Successor Trustee all right, title and interest of Resigning Trustee in and
to the trust under the Indenture and all the rights, powers and trusts of the
Trustee under the Indenture. Resigning Trustee shall execute and deliver such
further instruments and shall do such other things as Successor Trustee may
reasonably require so as to more fully and certainly vest and confirm in
Successor Trustee all the rights, trusts and powers hereby assigned,
transferred, delivered and confirmed to Successor Trustee as Trustee, Security
Registrar and Paying Agent.
SECTION IV. Resigning Trustee shall deliver to Successor Trustee, as of or
immediately after the effective date hereof, all of the documents listed on
Exhibit B hereto.
3
ARTICLE TWO
THE COMPANY
SECTION V. The Company hereby accepts the resignation of Resigning Trustee
as Trustee, Security Registrar and Paying Agent under the Indenture.
SECTION VI. The Secretary or Assistant Secretary of the Company who is
attesting to the execution of this Agreement by the Company hereby certifies
that the Company (a) accepts Resigning Trustee's resignation as Trustee under
the Indenture; (b) appoints Successor Trustee as Trustee under the Indenture;
and (c) will execute and deliver such agreements and other instruments as may be
necessary or desirable to effectuate the succession of Successor Trustee as
Trustee under the Indenture.
SECTION VII. The Company hereby appoints Successor Trustee as Trustee,
Security Registrar and Paying Agent under the Indenture to succeed to, and
hereby vests Successor Trustee with, all the rights, powers, duties and
obligations of Resigning Trustee under the Indenture with like effect as if
originally named as Trustee in the Indenture.
SECTION VIII. Promptly after the effective date of this Agreement, the
Company shall cause a notice, substantially in the form of Exhibit C annexed
hereto, to be sent to each Holder of the Securities in accordance with the
provisions of Section 6.10 of the Indenture.
SECTION IX. The Company hereby represents and warrants to Resigning Trustee
and Successor Trustee that:
(a) The Company is a corporation duly and validly organized and existing
pursuant to the laws of the State of Delaware.
(b) The Indenture was validly and lawfully executed and delivered by the
Company and the Securities were validly issued by the Company.
4
(c) The Company has performed or fulfilled prior to the date hereof, and
will continue to perform and fulfill after the date hereof, each
covenant, agreement, condition, obligation and responsibility under
the Indenture.
(d) No event has occurred and is continuing which is, or after notice or
lapse of time would become, an Event of Default under Section 5.1 of
the Indenture.
(e) No covenant or condition contained in the Indenture has been waived by
Company or, to the best of Company's knowledge, by Holders of the
percentage in aggregate principal amount of the Securities required to
effect any such waiver.
(f) There is no action, suit or proceeding pending or, to the best of
Company's knowledge, threatened against the Company before any court
or any governmental authority arising out of any action or omission by
Company under the Indenture.
(g) This Agreement has been duly authorized, executed and delivered on
behalf of Company and constitutes its legal, valid and binding
obligation.
(h) All conditions precedent relating to the appointment of The Bank of
New York as successor Trustee under the Indenture have been complied
with by the Company.
5
ARTICLE THREE
THE SUCCESSOR TRUSTEE
SECTION X. Successor Trustee hereby represents and warrants to Resigning
Trustee and to the Company that:
(a) Successor Trustee is not disqualified under the provisions of Section
6.10 and is eligible under the provisions of Section 6.9 of the
Indenture to act as Trustee under the Indenture.
(b) This Agreement has been duly authorized, executed and delivered on
behalf of Successor Trustee and constitutes its legal, valid and
binding obligation.
SECTION XI. Successor Trustee hereby accepts its appointment as successor
Trustee, Security Registrar and Paying Agent under the Indenture and accepts the
rights, powers, duties and obligations of Resigning Trustee as Trustee under the
Indenture, upon the terms and conditions set forth therein, with like effect as
if originally named as Trustee under the Indenture.
SECTION XII. References in the Indenture to "Corporate Trust Office" or
other similar terms shall be deemed to refer to the Corporate Trust Office of
Successor Trustee at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or any other
office of Successor Trustee at which, at any particular time, its corporate
trust business shall be administered.
6
ARTICLE FOUR
MISCELLANEOUS
SECTION XIII. Except as otherwise expressly provided herein or unless the
context otherwise requires, all terms used herein which are defined in the
Indenture shall have the meaning assigned to them in the Indenture.
SECTION XIV. This Agreement and the resignation, appointment and acceptance
effected hereby shall be effective as of the opening of business on July 27,
1998.
SECTION XV. Resigning Trustee hereby acknowledges payment or provision for
payment in full by the Company of compensation for all services rendered by
Resigning Trustee under Section 6.6 of the Indenture and reimbursement in full
by the Company of the expenses, disbursements and advances incurred or made by
Resigning Trustee in accordance with the provisions of the Indenture. Resigning
Trustee acknowledges that it relinquishes any lien it may have upon all property
or funds held or collected by it to secure any amounts due it pursuant to the
provisions of Section 6.6 of the Indenture. The Company acknowledges its
obligation set forth in Section 6.6 of the Indenture to continue to indemnify
Resigning Trustee for, and to hold Resigning Trustee harmless against, any loss,
liability and expense incurred without negligence or bad faith on the part of
the Resigning Trustee and arising out of or in connection with the acceptance or
administration of the trust evidenced by the Indenture (which obligation shall
survive the execution hereof).
SECTION XVI. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION XVII. This Agreement may be executed in any number of counterparts
each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.
SECTION XVIII. The Company, Resigning Trustee and Successor Trustee hereby
acknowledge receipt of an executed and acknowledged counterpart of this
Agreement and the effectiveness thereof.
7
IN WITNESS WHEREOF, the parties hereby have caused this Agreement of
Resignation, Appointment and Acceptance to be duly executed and acknowledged and
their respective seals to be affixed thereunto and duly attested all as of the
day and year first above written.
[SEAL] RJR Nabisco, Incorporated
Attest: By:
-----------------------
-------------------------- Name:
Assistant Secretary Title:
[SEAL]
Attest: Citibank, N.A.
Resigning Trustee
By:
------------------------------
` Name:
Title:
---------------------------
Authorized Officer
[SEAL] The Bank of New York
Successor Trustee
By:________________________
Name: XxxxXxxx Xxxxxxx
Attest: Title: Assistant Vice President
---------------------------
Assistant Treasurer
8
EXHIBIT A
Description CUSIP No. Amount Outstanding
---------------------------- --------- ------------------
8 1/2% Notes due 2007 00000XXX0 200,000,000.00
8 1/4% Notes due 2004 00000XXX0 150,000,000.00
8% Notes due 2001 00000XXX0 400,000,000.00
8 3/4% Notes due 2007 00000XXX0 250,000,000.00
8% Notes due 2000 00000XXX0 60,692,000.00
8 3/4% Notes due 2005 00000XXX0 500,000,000.00
9 1/4% Debentures due 2013 00000XXX0 500,000,000.00
8.625% Note 2002 00000XXX0 875,000,000.00
7.625% Notes due 2003 00000XXX0 750,000,000.00
Medium-Term Notes
----------------------------
7.63% due August 13, 2001 00000XXX0 362,000.00
7.375% due August 1, 2001 00000XXX0 736,000.00
6.80% due September 1, 2001 00000XXX0 2,696,000.00
7.625% due September 1,2000 00000XXX0 100,000,000.00
9
EXHIBIT B
Documents to be delivered to Successor Trustee
1. Executed copy of the Amended and Restated Indenture dated as of July 24,
1995
2. File of Closing Documents
3. Copies of the most recent of each of the SEC reports delivered by the
Company pursuant to Section 4.2 of the Indenture.
4. A copy of the most recent Compliance Certificate delivered pursuant to
Section 3.5 of the Indenture.
5. Copies of any official notices sent by the Trustee to all the Holders of
the Notes pursuant to the terms of the Indenture during the past twelve
months and a copy of the most recent Trustee's Annual Report to Holders, if
any.
00
XXXXX XX XXX XXXX )
) ss:
COUNTY OF NEW YORK )
On the 27 day of July , 1998, before me personally came XxxxXxxx Xxxxxxx to me
known, who, being by me duly sworn, did depose and say that he/she resides at
Xxxxxx Xxxxxx, Xxx Xxxx 00000; that she is an Assistant Vice President of THE
BANK OF NEW YORK, one of the corporations described in and which executed the
above instrument; that he/she knows the corporate seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed by the authority of the Board of Directors of said corporation; and that
he/she signed his/her name thereto by like authority.
-----------------------------
Notary Public
00
Xxxxx xx Xxx Xxxx )
: ss
County of New York )
On the 27th day of July , 1998, before me personally came to
me known, who, being by me duly sworn, did depose and say that he/she resides
at ; that he/she is of Citibank,
N.A., one of the corporations described in and which executed the above
instrument; that he/she knows the corporate seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed by the authority of the Board of Directors of said corporation; and
that he/she signed his/her name thereto by like authority.
-----------------------
Notary Public
00
Xxxxx xx Xxx Xxxx )
: ss
City of New York )
On the 27th day of July, 1998, before me personally came to
me known, who, being by me duly sworn, did depose and say that he/she resides
at ; that he/she is of RJR
Nabisco, Xxx.xxx of the corporations described in and which executed the
above instrument; that he/she knows the corporate seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was
so affixed by the authority of the Board of Directors of said corporation;
and that he/she signed his/her name thereto by like authority.
-----------------------
Notary Public
13
AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of July 27,
1998 by and among RJR Nabisco, Inc., a corporation duly organized and existing
under the laws of the State of Delaware and having its principal office at 0000
Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Company"), Citibank,
N.A., a banking corporation duly organized and existing under the laws of the
United States of America and having its principal corporate trust office at 000
Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Resigning Trustee") and The Bank of
New York, a New York banking corporation duly organized and existing under the
laws of New York and having its principal corporate trust office at 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Successor Trustee").
RECITALS:
WHEREAS, $600,000,000 aggregate principal amount of the Company's 8.75%
Senior Notes due April 15, 2004 were issued under an Indenture dated as of
May 18, 1992 by and between the Company and the Resigning Trustee (said Notes
are hereinafter referred to as "Securities" and said Indenture is hereinafter
referred to as the "Indenture");
WHEREAS, Section 5.9 of the Indenture provides that the Trustee may at any
time resign by giving written notice of such resignation to the Company,
effective upon the acceptance by a successor Trustee of its appointment as a
successor Trustee and payment of all fees due and owing to the Resigning
Trustee;
WHEREAS, Section 5.10 of the Indenture provides that any successor Trustee
appointed in accordance with the Indenture shall execute, acknowledge and
deliver to the Company and to its predecessor Trustee an instrument accepting
such appointment under the Indenture, and thereupon the resignation of the
predecessor Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all rights,
powers, duties and obligations of the predecessor Trustee;
WHEREAS, the Resigning Trustee was appointed Security Registrar and Paying
Agent by the Company;
14
WHEREAS, the Company desires to appoint Successor Trustee as Trustee,
Security Registrar and Paying Agent to succeed Resigning Trustee under the
Indenture; and
WHEREAS, Successor Trustee is willing to accept such appointment as
successor Trustee, Security Registrar and Paying Agent under the Indenture;
NOW, THEREFORE, the Company, Resigning Trustee and Successor Trustee, for
and in consideration of the premises and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
hereby consent and agree as follows:
ARTICLE ONE
THE RESIGNING TRUSTEE
SECTION I. Pursuant to Section 5.9 of the Indenture, Resigning Trustee
hereby notifies the Company that Resigning Trustee is hereby resigning as
Trustee, Security Registrar and Paying Agent under the Indenture.
SECTION II. Resigning Trustee hereby represents and warrants to Successor
Trustee that:
(a) No covenant or condition contained in the Indenture has been waived by
Resigning Trustee nor has of the Responsible Officers of Resigning
Trustee's Corporate Trust Group, received written notice from the Holders
of the percentage in aggregate principal amount of the Securities required
by the Indenture to effect any such waiver.
(b) Responsible Officers of the Resigning Trustee's Corporate Trust Group have
not received written notice of any action, suit or proceeding pending nor
has the Responsible Officers assigned to Resigning Trustee's Corporate
Trust Group, received notice of any threatened action, suit or proceeding
against Resigning Trustee before any court or any governmental authority
arising out of any action or omission by Resigning Trustee as Trustee under
the Indenture.
15
(c) As of the effective date of this Agreement, Resigning Trustee will hold no
property under the Indenture.
(d) Pursuant to Section 2.1 of the Indenture, Resigning Trustee duly
authenticated and delivered $600,000,000 aggregate principal amount of the
Securities, all of which are outstanding as of the effective date hereof.
(e) Each person who so authenticated the Securities was duly elected, qualified
and acting as an officer of Resigning Trustee and empowered to authenticate
the Securities at the respective times of such authentication and the
signature of such person or persons appearing on such Securities is each
such person's genuine signature.
(f) This Agreement has been duly authorized, executed and delivered on behalf
of Resigning Trustee and constitutes its legal, valid and binding
obligation.
(g) No responsible Officers of the Resigning Trustee's Corporate Trust Group,
have received written notice of any event which has occurred and is
continuing which is, or after notice or lapse of time would become, an
Event of Default under Section 4.1 of the Indenture.
SECTION III. Upon payment of all fees due and owing to the Resigning
Trustee, the Resigning Trustee hereby assigns, transfers, delivers and confirms
to Successor Trustee all right, title and interest of Resigning Trustee in and
to the trust under the Indenture and all the rights, powers and trusts of the
Trustee under the Indenture. Resigning Trustee shall execute and deliver such
further instruments and shall do such other things as Successor Trustee may
reasonably require so as to more fully and certainly vest and confirm in
Successor Trustee all the rights, trusts and powers hereby assigned,
transferred, delivered and confirmed to Successor Trustee as Trustee, Security
Registrar and Paying Agent.
SECTION IV. Resigning Trustee shall deliver to Successor Trustee, as of or
immediately after the effective date hereof, all of the documents listed on
Exhibit A hereto.
16
ARTICLE TWO
THE COMPANY
SECTION V. The Company hereby accepts the resignation of Resigning Trustee
as Trustee, Security Registrar and Paying Agent under the Indenture.
SECTION VI. The Secretary or Assistant Secretary of the Company who is
attesting to the execution of this Agreement by the Company hereby certifies
that the Company (a) accepts Resigning Trustee's resignation as Trustee under
the Indenture; (b) appoints Successor Trustee as Trustee under the Indenture;
and (c) will execute and deliver such agreements and other instruments as may be
necessary or desirable to effectuate the succession of Successor Trustee as
Trustee under the Indenture.
SECTION VII. The Company hereby appoints Successor Trustee as Trustee,
Security Registrar and Paying Agent under the Indenture to succeed to, and
hereby vests Successor Trustee with, all the rights, powers, duties and
obligations of Resigning Trustee under the Indenture with like effect as if
originally named as Trustee in the Indenture.
SECTION VIII. Promptly after the effective date of this Agreement, the
Company shall cause a notice, substantially in the form of Exhibit B annexed
hereto, to be sent to each Holder of the Securities in accordance with the
provisions of Section 5.10 of the Indenture.
SECTION IX. The Company hereby represents and warrants to Resigning Trustee
and Successor Trustee that:
(a) The Company is a corporation duly and validly organized and existing
pursuant to the laws of the State of Delaware.
(b) The Indenture was validly and lawfully executed and delivered by the
Company and the Securities were validly issued by the Company.
17
(c) The Company has performed or fulfilled prior to the date hereof, and will
continue to perform and fulfill after the date hereof, each covenant,
agreement, condition, obligation and responsibility under the Indenture.
(d) No event has occurred and is continuing which is, or after notice or lapse
of time would become, an Event of Default under Section 4.1 of the
Indenture.
(e) No covenant or condition contained in the Indenture has been waived by
Company or, to the best of Company's knowledge, by Holders of the
percentage in aggregate principal amount of the Securities required to
effect any such waiver.
(f) There is no action, suit or proceeding pending or, to the best of Company's
knowledge, threatened against the Company before any court or any
governmental authority arising out of any action or omission by Company
under the Indenture.
(g) This Agreement has been duly authorized, executed and delivered on behalf
of Company and constitutes its legal, valid and binding obligation.
(h) All conditions precedent relating to the appointment of The Bank of New
York as successor Trustee under the Indenture have been complied with by
the Company.
18
ARTICLE THREE
THE SUCCESSOR TRUSTEE
SECTION X. Successor Trustee hereby represents and warrants to Resigning
Trustee and to the Company that:
(a) Successor Trustee is not disqualified under the provisions of Section 5.9
and is eligible under the provisions of Section 5.8 of the Indenture to act
as Trustee under the Indenture.
(b) This Agreement has been duly authorized, executed and delivered on behalf
of Successor Trustee and constitutes its legal, valid and binding
obligation.
SECTION XI. Successor Trustee hereby accepts its appointment as successor
Trustee, Security Registrar and Paying Agent under the Indenture and accepts the
rights, powers, duties and obligations of Resigning Trustee as Trustee under the
Indenture, upon the terms and conditions set forth therein, with like effect as
if originally named as Trustee under the Indenture.
SECTION XII. References in the Indenture to "Corporate Trust Office" or
other similar terms shall be deemed to refer to the Corporate Trust Office of
Successor Trustee at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or any other
office of Successor Trustee at which, at any particular time, its corporate
trust business shall be administered.
19
ARTICLE FOUR
MISCELLANEOUS
SECTION XIII. Except as otherwise expressly provided herein or unless the
context otherwise requires, all terms used herein which are defined in the
Indenture shall have the meaning assigned to them in the Indenture.
SECTION XIV. This Agreement and the resignation, appointment and acceptance
effected hereby shall be effective as of the opening of business on July 27,
1998.
SECTION XV. Resigning Trustee hereby acknowledges payment or provision for
payment in full by the Company of compensation for all services rendered by
Resigning Trustee under Section 5.6 of the Indenture and reimbursement in full
by the Company of the expenses, disbursements and advances incurred or made by
Resigning Trustee in accordance with the provisions of the Indenture. Resigning
Trustee acknowledges that it relinquishes any lien it may have upon all property
or funds held or collected by it to secure any amounts due it pursuant to the
provisions of Section 5.6 of the Indenture. The Company acknowledges its
obligation set forth in Section 5.6 of the Indenture to continue to indemnify
Resigning Trustee for, and to hold Resigning Trustee harmless against, any loss,
liability and expense incurred without negligence or bad faith on the part of
the Resigning Trustee and arising out of or in connection with the acceptance or
administration of the trust evidenced by the Indenture (which obligation shall
survive the execution hereof).
SECTION XVI. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION XVII. This Agreement may be executed in any number of counterparts
each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.
SECTION XVIII. The Company, Resigning Trustee and Successor Trustee hereby
acknowledge receipt of an executed and acknowledged counterpart of this
Agreement and the effectiveness thereof.
20
IN WITNESS WHEREOF, the parties hereby have caused this Agreement of
Resignation, Appointment and Acceptance to be duly executed and acknowledged and
their respective seals to be affixed thereunto and duly attested all as of the
day and year first above written.
[SEAL] RJR Nabisco, Inc.
Attest: By:
------------------------
__________________________ Name:
Assistant Secretary Title:
[SEAL]
Attest: Citibank, N.A.
Resigning Trustee
By:
------------------------------
Name:
Title:
---------------------------
Authorized Officer
[SEAL] The Bank of New York
Successor Trustee
By:
------------------------
Name: XxxxXxxx Xxxxxxx
Attest: Title: Assistant Vice President
---------------------------
Assistant Treasurer
21
EXHIBIT A
Documents to be delivered to Successor Trustee
1. Executed copy of the Amended and Restated Indenture dated as of May 18,
1992
2. File of Closing Documents
3. Copies of the most recent of each of the SEC reports delivered by the
Company pursuant to Section 3.7 of the Indenture.
4. A copy of the most recent Compliance Certificate delivered pursuant to
Section 3.5 of the Indenture.
5. Copies of any official notices sent by the Trustee to all the Holders of
the Notes pursuant to the terms of the Indenture during the past twelve
months and a copy of the most recent Trustee's Annual Report to Holders, if
any.
00
XXXXX XX XXX XXXX )
) ss:
COUNTY OF NEW YORK )
On the 27 day of July , 1998, before me personally came XxxxXxxx Xxxxxxx to me
known, who, being by me duly sworn, did depose and say that he/she resides at
Xxxxxx Xxxxxx, Xxx Xxxx 00000; that she is an Assistant Vice President of THE
BANK OF NEW YORK, one of the corporations described in and which executed the
above instrument; that he/she knows the corporate seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed by the authority of the Board of Directors of said corporation; and that
he/she signed his/her name thereto by like authority.
-----------------------------
Notary Public
00
Xxxxx xx Xxx Xxxx )
: ss
County of New York )
On the 27th day of July , 1998, before me personally came to
me known, who, being by me duly sworn, did depose and say that he/she resides
at ; that he/she is of Citibank, N.A.,
one of the corporations described in and which executed the above instrument;
that he/she knows the corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
the authority of the Board of Directors of said corporation; and that he/she
signed his/her name thereto by like authority.
-----------------------
Notary Public
00
Xxxxx xx Xxx Xxxx )
: ss
City of New York )
On the 27th day of July, 1998, before me personally came to
me known, who, being by me duly sworn, did depose and say that he/she resides
at ; that he/she is of RJR Nabisco,
Incorporated, one of the corporations described in and which executed the
above instrument; that he/she knows the corporate seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was
so affixed by the authority of the Board of Directors of said corporation;
and that he/she signed his/her name thereto by like authority.
-----------------------
Notary Public
25
