Mercury Finance Company
and
Norwest Bank Minnesota, National Association,
Trustee
FIRST SUPPLEMENTAL TRUST INDENTURE
Dated as of __________, 1998
Supplementing that certain
INDENTURE
Dated as of __________, 1998
Authorizing the Issuance and Delivery of
Senior Subordinated Securities
consisting of $___________* aggregate principal amount of
9% Senior Subordinated Notes Due 2003
_____________
* In the execution version, the appropriate amount determined in
accordance with __________________________ of the Plan will be inserted
here, in the first paragraph on page 2 and in Section 1.1(b) hereof.
TABLE OF CONTENTS
Page
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
[Form of Face of Security] . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
[Form of Reverse of Security]. . . . . . . . . . . . . . . . . . . . . . . . . . . .4
ARTICLE I. ISSUANCE OF SENIOR SUBORDINATED NOTES. . . . . . . . . . . . . . . . . .7
Section 1.1.Issuance of Senior Subordinated Notes; Principal Amount;
Maturity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Section 1.2.Interest on the Senior Subordinated Notes; Payment of Interest. . .7
ARTICLE II. CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . .8
Section 2.1.Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . .8
ARTICLE III. CERTAIN COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . .9
Section 3.1.Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Section 3.2.Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . .9
ARTICLE IV. ADDITIONAL EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . 10
Section 4.1.Immediate Events of Default . . . . . . . . . . . . . . . . . . . 10
ARTICLE V. REDEMPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . 10
Section 5.1.Right of Redemption . . . . . . . . . . . . . . . . . . . . . . . 10
Section 5.2.Repurchase. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE VI. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 6.1.Reference to and Effect on the Indenture. . . . . . . . . . . . . 10
Section 6.2.Waiver of Certain Covenants.. . . . . . . . . . . . . . . . . . . 11
Section 6.3.Supplemental Indenture May be Executed in Counterparts. . . . . . 11
-i-
FIRST SUPPLEMENTAL INDENTURE, dated as of __________, 1998 (this "First
Supplemental Indenture"), between Mercury Finance Company, a corporation duly
organized and existing under the laws of the State of Delaware (the "Company"),
and Norwest Bank Minnesota, National Association, a U.S. national banking
association, as Trustee (the "Trustee"), supplementing that certain Indenture,
dated as of __________, 1998, between the Company and the Trustee (the
"Indenture").
RECITALS
A. The Company has duly authorized the execution and delivery of the
Indenture to provide for the issuance from time to time of its senior
subordinated unsecured debentures (the "Securities") to be issued in one or
more series as provided for in the Indenture.
B. The Indenture provides that the Securities of each series shall be in
such form as may be established by or pursuant to a Board Resolution or in one
or more indentures supplemental thereto, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof.
C. The Company and the Trustee have agreed that the Company shall
issue and deliver, and the Trustee shall authenticate, Securities denominated
"9% Senior Subordinated Notes Due 2003" (the "Senior Subordinated Notes")
pursuant to the terms of this First Supplemental Indenture and substantially
in the form set forth below, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
the Indenture and this First Supplemental Indenture, and with such letters,
numbers, or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any securities
exchange or as may, consistently herewith, be determined by the officers
executing such Senior Subordinated Notes, as evidenced by their execution
thereof.
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[Form of Face of Security]
MERCURY FINANCE COMPANY
9% SENIOR SUBORDINATED NOTE DUE 2003
No. R-__________
MERCURY FINANCE COMPANY, a corporation duly organized and existing under
the laws of the State of Delaware (hereinafter called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to [_______________], or registered
assigns, the principal sum of $__________ on [the fifth anniversary of the
Effective Date], subject to earlier redemption or repurchase as described below,
and to pay interest thereon from [the Effective Date], or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, at
the rate of 9% per annum, payable quarterly on ___________ of each year,
commencing on __________, 199_, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date shall, as provided in said Indenture,
be computed on the basis of a 360-day year consisting of twelve 30-day months
and paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be ________________________ (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
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 and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is 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 Securities of this series not less than 10
calendar days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.
Payment of the principal of and any such interest on this Security shall be
made at the office or agency of the Company maintained for such purpose in New
York, New York, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address appears in the Security Register.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE
HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH
FULLY SET FORTH IN THIS PLACE.
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This Security shall not be valid or become obligatory for any purpose
until the certificate of authentication herein has been signed manually by
the Trustee under said Indenture.
IN WITNESS WHEREOF, this instrument has been duly executed in accordance
with the Indenture.
MERCURY FINANCE COMPANY
By: _______________________
Name: _____________________
Title: ____________________
Attest:
By: ________________________
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[Form of Reverse of Security]
MERCURY FINANCE COMPANY
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities") issued and to be issued in one or
more series under an Indenture, dated as of __________, 1998 (herein called
the "Indenture"), between the Company and Norwest Bank Minnesota, National
Association, as Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $___________.
To the extent set forth in the Indenture, each Security issued thereunder,
including this Security, is and will be subordinated in right of payment to all
existing and future Senior Debt of the Company. This Security will rank PARI
PASSU with any existing and future senior subordinated indebtedness of the
Company and will rank senior to all other subordinated indebtedness of the
Company.
No sinking fund is provided for the Securities. Provided that no Senior
Indebtedness of the Company is Outstanding, the Securities are subject to
redemption at the option of the Company, at any such time and from time to time,
in whole or in part, in increments of not less than $5.0 million, upon not more
than 60 nor less than 30 days' notice to the Holders prior to the Redemption
Date, at the principal amount thereof, plus accrued and unpaid interest thereon
to the date of redemption.
If less than all of the Securities are to be redeemed, the particular
Securities or portions thereof to be redeemed will be selected by such method as
the Trustee may deem fair and appropriate. In the event of the redemption of
this Security in part only, a new Security or Securities of this series and of
like tenor for the portion hereof not so redeemed shall be issued in the name of
the Holder hereof upon the cancellation hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities
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of each series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder unless (a) such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, (b) the Holders of not less than 25% in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, (c) the
Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request and (d) the Trustee shall have failed to
institute such proceeding for 60 calendar days after receipt of such notice,
request, and offer of indemnity.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium or interest
on this Security at the times, place, and rate, and in the coin or currency,
herein prescribed.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and integral multiples thereof. As provided
in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registerable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and interest on this
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, shall be
issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
-5-
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security shall be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
All terms used in this Security that are defined in the Indenture shall
have the respective meanings assigned to them in the Indenture. This
Security and the Indenture shall be construed in accordance with the laws of
the State of New York without giving effect to principles of conflict of laws
of such State.
D. The Trustee's certificate of authentication shall be in substantially
the following form:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Dated: ________________________, as Trustee
By: _____________________________
Authorized Signatory
E. All acts and things necessary to make the Senior Subordinated
Notes, when the Senior Subordinated Notes have been executed by the Company
and authenticated by the Trustee and delivered as provided in the Indenture
and this First Supplemental Indenture, the valid, binding and legal
obligations of the Company and to constitute these presents a valid indenture
and agreement according to its terms, have been done and performed, and the
execution and delivery by the Company of the Indenture and this First
Supplemental Indenture and the issue hereunder of the Senior Subordinated
Notes have in all respects been duly authorized; and the Company, in the
exercise of the legal right and power in it vested, has executed and
delivered the Indenture and is executing and delivering this First
Supplemental Indenture and proposes to make, execute, issue and deliver the
Senior Subordinated Notes.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
In order to declare the terms and conditions upon which the Senior
Subordinated Notes are authenticated, issued, and delivered, and in
consideration of the premises and of the purchase and acceptance of the
Senior Subordinated Notes by the Holders thereof, it is mutually agreed, for
the equal and proportionate benefit of the respective Holders from time to
time of the Senior Subordinated Notes, as follows:
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ARTICLE I. ISSUANCE OF SENIOR SUBORDINATED NOTES.
Section 1.1. Issuance of Senior Subordinated Notes; Principal Amount;
Maturity.
(a) On __________, 1998, the Company shall issue and deliver to the
Trustee, and the Trustee shall authenticate, Senior Subordinated Notes
substantially in the form set forth above, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by the Indenture and this First Supplemental Indenture, and with
such letters, numbers, or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of
any securities exchange or as may, consistently herewith, be determined by
the officers executing such Senior Subordinated Notes, as evidenced by their
execution thereof.
(b) The Senior Subordinated Notes shall be issued in the aggregate
principal amount of $_________ and shall mature on [the fifth anniversary
of the Effective Date].
Section 1.2. Interest on the Senior Subordinated Notes; Payment of Interest.
(a) The Senior Subordinated Notes shall bear interest at the rate of 9%
per annum from [the Effective Date], or, if later, from the most recent
Interest Payment Date to which interest has been paid or duly provided for.
(b) The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date shall, as provided in the Indenture, be paid to
the Person in whose name a Senior Subordinated Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the ______________ (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date. 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 and
may either be paid to the Person in whose name the Senior Subordinated Note
(or one or more Predecessor Securities) is 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
Senior Subordinated Notes not less than 10 calendar days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Senior Subordinated Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.
(c) Payment of the principal of and any such interest on the Senior
Subordinated Notes shall be made at the office or agency of the Company
maintained for such purpose in New York, New York, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address appears in the Security Register].
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ARTICLE II. CERTAIN DEFINITIONS.
Section 2.1. Certain Definitions.
The terms defined in this Section 2.1 (except as herein otherwise
expressly provided or unless the context of this First Supplemental Indenture
otherwise requires) for all purposes of this First Supplemental Indenture and
of any indenture supplemental hereto have the respective meanings specified
in this Section 2.1. All accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with GAAP. All other terms used
in this First Supplemental Indenture that are defined in the Indenture or the
Trust Indenture Act, either directly or by reference therein (except as
herein otherwise expressly provided or unless the context of this First
Supplemental Indenture otherwise requires), have the respective meanings
assigned to such terms in the Indenture or the Trust Indenture Act, as the
case may be, as in force at the date of this First Supplemental Indenture as
originally executed.
"Affiliate" has the meaning ascribed thereto in Section 3.8.
"Effective Date" means ______________, 1998.
"Leverage Ratio" means, at any date of determination, the ratio of the
sum of the Indebtedness and the net worth of the Company and its Subsidiaries
to the Indebtedness of the Company and its Subsidiaries, in each case
calculated on a consolidated basis in accordance with GAAP.
"Permitted Indebtedness" means, without duplication: (a) the Series A
Senior Secured Notes and the Series B Senior Secured Notes; (b) Indebtedness
under one or more Warehouse Facilities; (c) Indebtedness between or among the
Company and its wholly owned Subsidiaries; (d) to the extent deemed to be
"Indebtedness," obligations under swap agreements, cap agreements, collar
agreements, insurance arrangements, or any similar agreement or arrangement,
in each case designed to provide a BONA FIDE hedge against fluctuations in
interest rates, the cost of currency, or the cost of goods (other than
inventory); (e) other Indebtedness of the Company or its Subsidiaries in
outstanding amounts not to exceed $10 million in the aggregate at any
particular time; (f) liabilities (other than for or in connection with
borrowed money) incurred in the operation of the Finance Business in the
ordinary course thereof and not more than six months overdue, unless
contested in good faith by appropriate proceedings; (g) Indebtedness
evidenced by letters of credit that are issued in the ordinary course of the
business of the Company and its Subsidiaries to secure workers' compensation
and other insurance coverages; (l) deferred taxes and other deferred
obligations incurred in the ordinary course of business and not evidenced by
notes, bonds, debentures or other evidences of indebtedness; and (m)
Indebtedness incurred in connection with any extension, renewal, refinancing,
replacement, or refunding (including successive extensions, renewals,
refinancings, replacements, or refundings), in whole or in part, of any
Indebtedness of the Company or its Subsidiaries; provided, however, that the
principal amount of the Indebtedness so incurred does not exceed the sum of
the principal amount of the Indebtedness so extended, renewed, refinanced,
replaced, or refunded, plus all interest accrued thereon and all related fees
and expenses.
-8-
"Plan" means the Plan of Reorganization of Mercury Finance Company
confirmed by the United States Bankruptcy Court for the District of
_______________ pursuant to an order dated ___________ __, 1998.
"Restricted Payments" has the meaning ascribed thereto in Section 3.2.
"Senior Subordinated Notes" means the Company's 9% Senior Subordinated
Notes Due 2003 issued pursuant to this First Supplemental Indenture.
"Subordinated Indebtedness" means any Indebtedness of the Company which
is expressly subordinated in right of payment to the senior secured notes
issued under the Senior Secured Notes Indenture.
"Uniform Commercial Code" means the New York Uniform Commercial Code as
amended or modified from time to time.
ARTICLE III. CERTAIN COVENANTS.
Section 3.1. Indebtedness.
The Company shall not, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become liable with respect to, any
Indebtedness other than Permitted Indebtedness if immediately after incurring
such Indebtedness other than Permitted Indebtedness, the Company's Leverage
Ratio, calculated on a pro forma basis, would be equal to or greater than
3.00:1.00.
Section 3.2. Restricted Payments.
The Company shall not (a) declare or pay any dividend on, or make any
other distribution on account of, the Company's capital stock or (b)
purchase, redeem or otherwise acquire or retire for value any capital stock
(including any option, warrant or right to purchase capital stock) of the
Company owned beneficially by a Person other than a wholly owned Subsidiary
of the Company (all such dividends, distributions, purchases or redemptions
being collectively referred to as "Restricted Payments"). Notwithstanding
anything in the foregoing to the contrary, the Company may take the actions
described above if, at the time of such action or after giving effect
thereto: (i) no Event of Default shall have occurred and is continuing; (ii)
the Company could incur at least $1.00 of Indebtedness (other than Permitted
Indebtedness) under Section 3.1; or (iii) the cumulative amount of Restricted
Payments made subsequent to the Effective Date shall not be greater than the
sum of: (A) 50% of the Company's cumulative consolidated net income (or a
negative amount equal to 100% of the Company's cumulative consolidated net
loss, if applicable) from the Effective Date through the end of the Company's
fiscal quarter immediately preceding the taking of such action; and (B) 100%
of the aggregate net cash proceeds received by the Company from the issue or
sale of capital stock of the Company (other than redeemable capital stock),
including capital stock issued upon the conversion of convertible
Indebtedness issued on or after the Effective Date, in exchange for
outstanding Indebtedness, or from the
-9-
exercise of options, warrants, or rights to purchase capital stock of the
Company to any Person other than to a Subsidiary of the Company subsequent to
the Effective Date (with the Company being deemed, in the case of capital
stock issued upon conversion or in exchange for Indebtedness, to have
received net cash proceeds equal to the principal amount of the Indebtedness
so converted or exchanged); provided, however, that (1) the payment of any
dividend within 60 calendar days after the date of declaration thereof, if
such declaration complied with the foregoing redemption or other acquisition
provisions on the date of such declaration, (2) the purchase, redemption, or
other acquisition or retirement for value of any shares of capital stock of
the Company in exchange for, or out of the proceeds of, a substantially
concurrent issue and sale (other than to a Subsidiary of the Company) of
other shares of capital stock (other than redeemable capital stock) of the
Company, and (3) any purchase, redemption or other acquisition or retirement
for value of any capital stock (including any option, warrant, or right to
purchase capital stock) of the Company issued to any employee or director of
the Company pursuant to any employee benefit or similar plan shall not be
deemed to constitute "Restricted Payments" and shall not be prohibited under
this Section.
ARTICLE IV. ADDITIONAL EVENTS OF DEFAULT.
Section 4.1. Immediate Events of Default
Notwithstanding anything in Section 9.01 of the Indenture to the
contrary, if the Company defaults in the performance of, or breaches any,
covenant set forth in Article III (other than SECTION 3.8) of this First
Supplemental Indenture or in Section 6.05 of the Indenture, such default or
breach shall immediately constitute an Event of Default, without giving
effect to any passage of time or notice or both.
ARTICLE V. REDEMPTION OF SECURITIES.
Section 5.1. Right of Redemption.
The Senior Subordinated Notes may be redeemed in accordance with the
provisions of the form thereof set forth herein.
Section 5.2. Repurchase.
Provided that no Senior Indebtedness of the Company is Outstanding, the
Company may at any such time and from time to time purchase Senior Subordinated
Notes in the open market or otherwise at any price, and any Senior Subordinated
Notes so purchased shall be promptly surrendered to the Trustee for cancellation
and shall not be reissued.
ARTICLE VI. MISCELLANEOUS.
Section 6.1. Reference to and Effect on the Indenture.
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This First Supplemental Indenture shall be construed as supplemental to
the Indenture and all the terms and conditions of this First Supplemental
Indenture shall be deemed to be part of the terms and conditions of the
Indenture. Except as set forth herein, the Indenture heretofore executed and
delivered is hereby (i) incorporated by reference in this First Supplemental
Indenture and (ii) ratified, approved and confirmed.
Section 6.2. Waiver of Certain Covenants.
The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Article III hereof if the Holders of a
majority in principal amount of the Outstanding Senior Subordinated Notes
shall, by Act of such Holders, either waive such compliance in such instance
or generally waive compliance with such term, provision or condition, but no
such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force
and effect.
Section 6.3. Supplemental Indenture May be Executed in Counterparts.
This instrument 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.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and year first
above written.
[Seal] MERCURY FINANCE COMPANY
By: _________________________
Name: _______________________
Title: ______________________
Attest:
Name:
Title:
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee
By: _________________________
Name: _______________________
Title: ______________________
Attest:
Name:
Title:
-11-
STATE OF [ ] )
) SS:
COUNTY OF [ ] )
On this _____ day of [__________], 1998, before me personally came
_______________, to me known, who, being by me duly sworn, did depose and say
that he/she is a _______________ of MERCURY FINANCE COMPANY, one of the
entities described in and which executed the above instrument; that he/she
knows the seal of said entity; that the seal or a facsimile thereof affixed
to said instrument is such seal; that it was so affixed by authority of the
Board of Directors of said entity, and that he/she signed his/her name
thereto by like authority.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
______________________________
Notary Public
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STATE OF [ ] )
) SS:
COUNTY OF [ ] )
On this _____ day of [__________], 1998, before me personally came
_______________, to me known, who, being by me duly sworn, did depose and say
that he/she is a _______________ of NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, one of the entities described in and which executed the above
instrument; that he/she knows the seal of said entity; that the seal or a
facsimile thereof affixed to said instrument is such seal; that it was so
affixed by authority of the Board of Directors of said entity, and that
he/she signed his/her name thereto by like authority.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
__________________
Notary Public
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