196
EXHIBIT 10.2
SEVENTH AMENDMENT TO
--------------------
FIRST AMENDED AND RESTATED
--------------------------
WAREHOUSING CREDIT AND SECURITY AGREEMENT
-----------------------------------------
THIS SEVENTH AMENDMENT TO FIRST AMENDED AND RESTATED WAREHOUSING
CREDIT AND SECURITY AGREEMENT (this "Amendment") is entered into as of this
17th day of July 1998, by and between U.S. HOME MORTGAGE CORPORATION, a
Florida corporation (the "Company") and RESIDENTIAL FUNDING CORPORATION, a
Delaware corporation (the "Lender").
WHEREAS, the Company and the Lender have entered into a single family
revolving warehouse facility with a present Commitment Amount of
$65,000,000, to finance the origination and acquisition of Mortgage Loans
as evidenced by a Fourth Amended and Restated Warehousing Promissory Note
in the principal sum of $80,000,000, dated March 30, 1998, (the "Note"),
and by a First Amended and Restated Warehousing Credit and Security
Agreement dated August 31, 1995, as the same may have been amended or
supplemented (the "Agreement");
WHEREAS, the Company has requested that the Lender increase the
Commitment Amount, extend the period for which the Commitment under the
Agreement has been made and amend certain other terms of the Agreement and
the Lender has agreed to such increase, extension and amendment of the
Agreement subject to the terms and conditions of this Amendment;
NOW, THEREFORE, for and in consideration of the foregoing and of the
mutual covenants, agreements and conditions hereinafter set forth and for
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
1. All capitalized terms used herein and not otherwise defined shall
have their respective meanings set forth in the Agreement.
2. The effective date ("Effective Date") of this Amendment shall be
August 14, 1998.
3. All references to "Xxxxxx-Xxxxxx, Inc." shall hereby be amended to
refer to "Bridge Information Services."
4. Section 1.1 of the Agreement shall be amended to delete the
definitions of "Commitment Amount," "Debt," "High LTV Mortgage Loan" and
"Tangible Net Worth" in their entirety, replacing them with the following
definitions:
197
"Commitment Amount" means $80,000,000.
"Debt" means, with respect to any Person, at any date (a) all
indebtedness or other obligations of such Person which, in accordance
with GAAP, would be included in determining total liabilities as shown
on the liabilities side of a balance sheet of such Person at such
date; and (b) all indebtedness or other obligations of such Person for
borrowed money or for the deferred purchase price of property or
services; provided that for purposes of this Agreement, there shall be
excluded from Debt at any date Subordinated Debt not due within one
year of such date and deferred taxes arising from capitalized excess
servicing fees and capitalized servicing rights.
"High LTV Mortgage Loan" means a Mortgage Loan made to a
mortgagor, with a Credit Score of 630 or better, of which the sum of
the maximum amount available to be borrowed thereunder (whether or not
borrowed) at the time of origination plus the Mortgage Note Amounts of
all other Mortgage Loans secured by the related improved real property
exceeds one hundred percent (100%) and is less than or equal to one
hundred twenty-five percent (125%) of the appraised value of such
related improved real property.
"Tangible Net Worth" means with respect to any Person at any
date, the excess of the total assets over total liabilities of such
Person on such date, each to be determined in accordance with GAAP
consistent with those applied in the preparation of the financial
statements referred to in Section 4.1(a)(5) hereof, plus that portion
of Subordinated Debt not due within one year of such date, provided
that, for purposes of this Agreement, there shall be excluded from
total assets advances or loans to shareholders, officers, employees or
Affiliates, investments in Affiliates, assets pledged to secure any
liabilities not included in the Debt of such Person, intangible
assets, those other assets which would be deemed by HUD to be
non-acceptable in calculating adjusted net worth in accordance with
its requirements in effect as of such date, as such requirements
appear in the "Audit Guide for Audit of Approved Non-Supervised
Mortgagees" and other assets deemed unacceptable by the Lender in its
sole discretion.
5. The definition of "Maturity Date" in Section 1.1 of the Agreement
shall be amended by inserting the date "August 31, 1999," in place of
"August 31, 1998," wherever it appears in such definition.
6. Section 2.1(b)(4) of the Agreement is hereby deleted in its
entirety and the following section is substituted in lieu thereof:
(4) The aggregate amount of Wet Settlement Advances
outstanding at any one time shall not exceed 60% of the
Commitment Amount.
198
7. Section 2.1(b) of the Agreement is hereby further amended to add
the following section immediately after Section 2.1(b)(8):
(9) No Advance shall be made against a Mortgage Loan
other than a Mortgage Loan secured by a Mortgage on real
property located in one of the states of the United States
or the District of Columbia.
8. The introduction paragraphs of Sections 2.5(d) and 2.5(e) of the
Agreement shall be deleted in their entirety and the following shall be
substituted in lieu thereof:
2.5(d) The Company shall pay the Lender, without the
necessity of prior demand or notice from the Lender, and the
Company authorizes the Lender to cause the Funding Bank to charge
the Company's Operating Account for, the amount of any
outstanding Advance against a specific Pledged Mortgage, upon the
earliest occurrence of any of the following events:
2.5(e) Upon Notice to the Company by the Lender, the Company
shall pay to the Lender, and the Company authorizes the Lender to
cause the Funding Bank to charge the Company's Operating Account
for, the amount of any outstanding Advance against a specific
Pledged Mortgage upon the earliest occurrence of any of the
following events:
9. Section 2.5(g) of the Agreement shall be deleted in its entirety
and the following shall be substituted in lieu thereof:
2.5(g) In addition to the payments required pursuant to
Sections 2.5(d) and 2.5(e), the Company shall be obligated to pay
to the Lender, without the necessity of prior demand or notice
from the Lender, and the Company authorizes the Lender to cause
the Funding Bank to charge the Company's Operating Account if the
principal amount of (i) any Unimproved Mortgage Loan is paid or
prepaid, or (ii) any other Pledged Mortgage is prepaid, in either
case in whole or in part, while an Advance is outstanding against
such Pledged Mortgage, for the amount of such payment or
prepayment, to be applied to such Advance.
10. Section 2.7(b) of the Agreement shall be deleted in its entirety
and the following shall be substituted in lieu thereof:
2.7(b) Upon an Event of Default, and without the necessity
of prior demand or notice from the Lender, the Company authorizes
the Lender to cause the Funding Bank to charge the Company's
Operating Account for any Obligations due and owing the Lender.
199
11. Section 9 of the Agreement shall be amended to delete the address
and telecopier number of the Lender in its entirety and the following shall
be substituted in lieu thereof:
if to the Lender: Residential Funding Corporation
0000 Xxxxxxxxxx Xxxx, #000
Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xxx Xxxxx, Director
Telecopier No.: (000) 000-0000
12. Exhibit I-SF to the Agreement is deleted in its entirety and
replaced with the new Exhibit I-SF attached to this Amendment. All
references in this Amendment and the Agreement to Exhibit I-SF shall be
deemed to refer to the new Exhibit I-SF.
13. Exhibits K-1 and K-2 to the Agreement are hereby deleted in their
entirety and replaced with the new Exhibits K-1 and K-2 attached to this
Amendment. All references in the Agreement to Exhibits K-1 and K-2 shall be
deemed to refer to the new Exhibits K-1 and K-2.
14. The Company shall deliver to the Lender (a) an executed original
of this Amendment; (b) an executed Certificate of Secretary with corporate
resolutions; (c) executed Funding Bank Letters; (d) a current certified
tax, lien and judgment search of the appropriate public records for the
Company, including a search of Uniform Commercial Code financing
statements, which search shall not have disclosed the existence of any
prior Lien on the Collateral other than in favor of the Lender or as
permitted hereunder; (e) current Certificates of Good Standing of the
Company; (f) current insurance information; and (g) a $500 document
production fee.
15. The Company represents, warrants and agrees that (a) there exists
no Default or Event of Default under the Loan Documents, (b) the Loan
Documents continue to be the legal, valid and binding agreements and
obligations of the Company enforceable in accordance with their terms, as
modified herein, (c) the Lender is not in default under any of the Loan
Documents and the Company has no offset or defense to its performance or
obligations under any of the Loan Documents, (d) the representations
contained in the Loan Documents remain true and accurate in all respects,
and (e) there has been no material adverse change in the financial
condition of the Company from the date of the Agreement to the date of this
Amendment.
16. Except as hereby expressly modified, the Agreement shall otherwise
be unchanged and shall remain in full force and effect, and the Company
ratifies and reaffirms all of its obligations thereunder.
17. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
when so executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument.
200
IN WITNESS WHEREOF, the Company and the Lender have caused this
Amendment to be duly executed on their behalf by their duly authorized
officers as of the day and year above written.
U.S. HOME MORTGAGE CORPORATION,
a Florida corporation
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Xxxxxx X. Xxxxxx
Its: Vice President
RESIDENTIAL FUNDING CORPORATION,
a Delaware corporation
By: /s/ Xxx Xxxxx
----------------------------
Xxx Xxxxx
Its: Director
STATE OF Texas )
) ss
COUNTY OF Xxxxxx )
On July 29, 1998 before me, a Notary Public, personally appeared
Xxxxxx X. Xxxxxx, the Vice President of U.S. HOME MORTGAGE CORPORATION,
a Florida corporation, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by
his/her signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Xxxxx Xxxxxx
-----------------------------
Xxxxx Xxxxxx
Notary Public
(SEAL) My Commission Expires: 03-26-99
000
XXXXX XX Xxxxxxxx)
) ss
COUNTY OF Xxxxxxxxxx )
On August 12, 1998, before me, a Notary Public, personally appeared
Xxx Xxxxx, the Director of RESIDENTIAL FUNDING CORPORATION, a Delaware
corporation, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same
in his/her authorized capacity, and that by his/her signature on the
instrument the person, or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Stephane von dem Xxxxx
------------------------------
Xxxxxxxxx von dem Xxxxx
Notary Public
(SEAL) My Commission Expires: 10-15-2001
202
EXHIBIT I-SF
OFFICER'S CERTIFICATE
Reference is made to that certain First Amended and Restated
Warehousing Credit and Security Agreement (Single Family Mortgage Loans)
between U.S. HOME MORTGAGE CORPORATION, a Florida corporation (the
"Company"), and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation
(the "Lender"), dated as of August 31, 1995 (as the same may be amended,
modified, supplemented, renewed or restated from time to time, the
"Agreement"). All capitalized terms used herein and all Section numbers
given herein refer to those terms and Sections set forth in the Agreement.
This Officer's Certificate is submitted to the Lender pursuant to Section
6.2(c) of the Agreement.
The undersigned hereby certifies to the Lender that as of the close of
business on ______________ , 19__ ("Statement Date",) and with respect to
the Company and its Subsidiaries on a consolidated basis:
1. As illustrated in the attached calculations supporting this Officer's
Certificate, the Company met the covenants set forth in Sections 7.6
and 7.7, or if the Company did not meet any of such covenants, a
detailed explanation is attached setting forth the nature and period
of the existence of the Default and the action the Company has taken,
is taking, and proposes to take with respect thereto.
2. No Servicing Contracts have been sold or pledged by the Company except
as permitted under the terms of the Agreement.
3. No recourse Servicing Contracts have been acquired by the Company.
4. No payments in advance of the scheduled maturity date have been made
with respect to any Subordinated Debt. The Company has incurred no
Debt required to be subordinated pursuant to Section 6.10.
5. The Company was in compliance with the applicable HUD, GNMA or
Investor net worth requirements, and in good standing with FmHA, VA,
HUD, GNMA and each Investor.
6. I have reviewed the terms of the Agreement and have made, or
caused to be made under my supervision, a review in reasonable
detail of the transactions and conditions of the Company (and,
if applicable, its Subsidiaries) and such review has not
disclosed the existence, and I have no knowledge of the
existence, of any Default or Event of Default, or if any
Default or Event of Default existed or exists, a detailed
explanation is attached specifying the nature and period of
the existence of the Default and the action the Company has
taken, is taking and proposes to take with respect thereto.
7. Pursuant to Section 6.2 of the Agreement, enclosed are the financial
statements of the Company as of the Statement Date. The financial
statements for the period ending on the Statement Date fairly present
the financial condition and results of operations of the Company (and,
if applicable, its Subsidiaries) as at the Statement Date.
Dated: ___________________________
U.S. HOME MORTGAGE CORPORATION
By:
Its:
203
CALCULATIONS SUPPORTING OFFICER'S CERTIFICATE
Company Name: U.S. HOME MORTGAGE CORPORATION and its Subsidiaries
Statement Date: ___________________
All financial calculations set forth herein are as of the Statement Date.
I. TANGIBLE NET WORTH
A. Tangible Net Worth of the Company is:
Excess of total assets over total liabilities: $ __________
Plus: Subordinated Debt not due within
one year of the Statement Date
(or any portion thereof): $ __________
Minus: Advances to owners, officers or
Affiliates: $ __________
Minus: Investments in Affiliates: $ __________
Minus: Assets pledged to secure liabilities
not included in Debt: $ __________
Minus: Intangible assets: $ __________
Minus: Any other HUD nonacceptable assets: $ __________
Minus: Other assets unacceptable to the
Lender: $ __________
TANGIBLE NET WORTH $ __________
B. Requirements of Section 7.7 of the Agreement:
MINIMUM TANGIBLE NET WORTH OF $6,000,000.
C. Covenant Satisfied:____ Covenant Not Satisfied:____
II. DEBT OF THE COMPANY
Total liabilities $ __________
Minus: Subordinated Debt not due within one year
of the Statement Date (or any portion
thereof): $ __________
Minus: Deferred taxes arising from
capitalized excess servicing fees
and capitalized servicing rights: $ __________
DEBT $ __________
III. RATIO OF DEBT TO TANGIBLE NET WORTH
A. The ratio of Debt to Tangible Net Worth (IV to I.A) is:
___________ to 1
B. Requirements of Section 7.6 of the Agreement:
The ratio of Debt to Tangible Net Worth shall not exceed 10 to 1.
C. Covenant Satisfied:____ Covenant Not Satisfied:____
204
EXHIBIT K-1
FORM FOR FUNDING BANK
LETTER AGREEMENT
(Letterhead of the Company)
July 17, 1998
The First National Bank of Chicago
Xxx Xxxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Gentlemen:
The undersigned, U.S. HOME MORTGAGE CORPORATION (the "Company"),
hereby authorizes The First National Bank of Chicago (the "Funding Bank")
to permit Residential Funding Corporation (the "Lender") to debit and
access information on the Company's accounts held by the Funding Bank as
outlined below. The Company hereby directs and authorizes the Funding Bank
to follow the directions of the Lender in debiting such accounts.
The Company authorizes the Lender to access account information from
time to time for the Company's operating account no. _________________
(the "Operating Account") for the purpose of verifying balance information.
In addition, the Company requests that the Lender, and the Company hereby
authorizes the Lender, to debit the Operating Account to the extent necessary
to cover (a) wires to be initiated by the Lender in accordance with the
Company's instructions as set forth in the Request for Advance for the
purposes permitted in the Warehousing Credit and Security Agreement (the
"Agreement") by and between the Company and the Lender; and (b) amounts due
and owing to the Lender, including but not limited to principal, interest
and fees.
Upon the termination or expiration of the Agreement, the Company
requests that the Lender, and the Company hereby authorizes the Lender to
(a) close the Operating Account and any other accounts which have been
established by the Company and the Lender to facilitate transactions under
the Agreement, and (b) withdraw any funds remaining in the Operating
Account and remit such funds to the Company after all amounts due and owing
the Lender have been paid.
The Company hereby directs and authorizes the Funding Bank to follow
all of the foregoing instructions of the Lender.
Very truly yours,
U.S. HOME MORTGAGE CORPORATION
By: ___________________________
Its: __________________________
205
ACKNOWLEDGED AND AGREED THIS
_________ DAY OF________________ , 19___.
THE FIRST NATIONAL BANK OF CHICAGO
By:___________________________
Its: _________________________
206
EXHIBIT K-2
FORM FOR FUNDING BANK
---------------------
LETTER AGREEMENT
----------------
(Letterhead of the Company)
July 17, 1998
_____________________________
_____________________________
_____________________________
Gentlemen:
The undersigned, U.S. HOME MORTGAGE CORPORATION (the "Company"),
hereby authorizes _____________________________ (the "Funding Bank") to
permit Residential Funding Corporation (the "Lender") to debit and access
information on the Company's accounts held by the Funding Bank as outlined
below. The Company hereby directs and authorizes the Funding Bank to follow
the directions of the Lender in debiting such accounts.
The Company authorizes the Lender to access account information from
time to time for the Company's account no. ______________________ (the
"Check Disbursement Account") for the purpose of reviewing account activity
and to debit and/or credit such account for transactions relating to the
financing of Mortgage Loans against which the Lender has made Advances
under the terms of a Warehousing Credit and Security Agreement (the
"Agreement") by and between the Lender and the Company. In addition, the
Company requests that the Lender (i) instruct the Funding Bank as to
which checks drawn by the Company on the Check Disbursement Account
relate to the financing of Mortgage Loans against which the Lender has
made Advances and (ii) cause the Funding Bank to apply the proceeds of those
Advances on deposit in the Check Disbursement Account toward the payment of
such checks.
Upon the termination or expiration of the Agreement, the Company
requests that the Lender, and the Company hereby authorizes the Lender to
(a) close the Check Disbursement Account and any other accounts which have
been established by the Company and the Lender to facilitate transactions
under the Agreement, and (b) withdraw any funds remaining in the Operating
Account and remit such funds to the Company after all amounts due and owing
the Lender have been paid.
Very truly yours,
U.S. HOME MORTGAGE CORPORATION
By: __________________________
Its: _________________________
ACKNOWLEDGED AND AGREED THIS
_________ DAY OF__________________, 19___.
-----------------------------------------
(Funding Bank)
By: ____________________________
Its: ____________________________
207
CERTIFICATE
-----------
OF
--
SECRETARY OF
------------
U.S. HOME MORTGAGE CORPORATION
------------------------------
I, the undersigned, hereby certify that I am the Secretary of U.S.
HOME MORTGAGE CORPORATION, a Florida corporation (the "Company"), and have
knowledge of the matters contained in this Certificate and hereby certify
that:
1. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Florida and has
complied with all certifications, filings and requirements
necessary to continue as a corporation in the State of Florida
and for each state where the Company is transacting business as a
foreign corporation.
2. In connection with the single family revolving warehouse facility
made to the Company by RESIDENTIAL FUNDING CORPORATION, a Delaware
corporation (the "Lender") pursuant to the terms of a First
Amended and Restated Warehousing Credit and Security Agreement
dated as of August 31, 1995, as the same may have been amended or
supplemented (the"Agreement"), the Company has the valid power
and authority to execute and deliver to the Lender the Seventh
Amendment to First Amended and Restated Warehousing Credit and
Security Agreement.
3. The resolutions attached to this Certificate as Exhibit A were
duly adopted by unanimous written action of the Board of Directors
of the Company at a meeting of the Board of Directors of the
Company held on the 31st day of July, 1998 at which meeting a
quorum was present. I am the keeper of the Minute Book of the
Company and said resolutions have been entered therein, have not
been altered, amended, repealed or rescinded, and are now in full
force and effect.
4. Any Certificates of Incumbency delivered in connection with the
Agreement are hereby deleted in their entirety and replaced with
the new Certificate of Incumbency attached to this Certificate of
Secretary as Exhibit B.
5. There have been no amendments to the Articles of Incorporation or
Bylaws of the Company since the date of the most recent certified
copies thereof delivered to the Lender.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of this
corporation this 10th day of August , 1998.
/s/ Xxxxxx X. XxXxxx
---------------------------
Xxxxxx X. XxXxxx
Secretary
208
EXHIBIT A
RESOLUTIONS OF BOARD OF DIRECTORS
WHEREAS, U.S. HOME MORTGAGE CORPORATION, a Florida corporation (the
"Company"), has entered into a single family revolving warehouse facility
(the "Commitment"), with a present commitment amount of $65,000,000 (the
"Commitment Amount"), with RESIDENTIAL FUNDING CORPORATION, a Delaware
corporation (the "Lender"), as evidenced by a Fourth Amended and Restated
Warehousing Promissory Note in the principal sum of $80,000,000, dated as
of March 30, 1998, and by a First Amended and Restated Warehousing Credit
and Security Agreement dated as of August 31, 1995, as the same may have
been amended or supplemented (the "Agreement"); and
WHEREAS, the Company proposes to increase the Commitment Amount,
extend the period for which the Commitment under the Agreement has been
made and amend certain terms of the Agreement; and
WHEREAS, to evidence such increase of the Commitment Amount, the
extension of the Commitment and amendment of the Agreement, the Company
proposes to execute and deliver a Seventh Amendment to First Amended and
Restated Warehousing Credit and Security Agreement (the "Amendment"), a
copy of which has been presented to the Board of Directors of this Company;
and
WHEREAS, the Board of Directors of this Company has determined that it
will be in the best interests of this Company for the Company to increase
the Commitment Amount, extend the Commitment and amend the Agreement.
WHEREAS, the Board of Directors of the Company has determined that it
will be in the best interests of the Company to restate the authority of
certain officers and employees to execute and deliver documents in
connection with the Commitment.
RESOLVED, that these resolutions are enacted by the Board of Directors
of this Company on its behalf and on behalf of the Company.
FURTHER RESOLVED, that the Company shall increase the Commitment
Amount, extend the Commitment and amend the Agreement to be evidenced by
the Amendment.
FURTHER RESOLVED, that the Amendment in the form presented to the
Board of Directors of this Company is hereby approved and a copy thereof is
filed in the records of this Company with these Resolutions.
FURTHER RESOLVED, that any of the following officers of the Company:
Xxxxx X. Xxxxx, President; Xxxxxx X. XxXxxx, Senior Vice President and
Secretary; Xxxxxxx X. Xxxxxxxx, Vice President; and Xxxxxx X. Xxxxxx, Vice
President shall be and are authorized, empowered and directed in the name
of and on behalf of this Company, to execute, acknowledge and deliver the
Amendment in the form approved by the Board of Directors of this Company
as aforesaid, with such changes therein as may be acceptable to such
officers, as conclusively evidenced by their execution thereof.
209
FURTHER RESOLVED, that any of the officers of the Company set forth on
the Certificate As To Incumbency, dated July 31, 1998, delivered to the Lender
in connection with the Amendment, shall be and are authorized, empowered and
directed in the name of and on behalf of the Company, to execute,
acknowledge and deliver any bailee pledge agreements, advance requests,
shipping requests, wire transfer instructions, assignments, security
delivery instructions and trust receipts and to endorse notes in the name
of the Company, in any form prescribed by the Lender.
FURTHER RESOLVED, that such officers and employees shall be and are
hereby authorized, empowered and directed to do and perform each and every
act and execute any and all documents and instruments in the name of this
Company as may be necessary or desirable to enable this Company to amend
the Commitment and to carry out the purport and intent of the foregoing
Resolutions.
210
EXHIBIT "B"
CERTIFICATE AS TO INCUMBENCY
TO: RESIDENTIAL FUNDING CORPORATION
I hereby certify to you that I am the duly elected and qualified
Secretary of U.S. HOME MORTGAGE CORPORATION, a Florida corporation
("Company") and that, as such, I am authorized to execute this Certificate
on behalf of the Company. I further certify that the persons named below
are duly elected, qualified and acting officers or duly appointed employees
of the Company, holding on the date hereof the respective titles set forth
opposite their respective names, and that the respective signatures set
forth opposite their names are their true and genuine signatures:
Name Title/Position Signature
Xxxxx X. Xxxxx President /s/ Xxxxx X. Xxxxx
-------------------- ---------------------- --------------------------
Xxxxxx X. XxXxxx Senior Vice President
and Secretary /s/ Xxxxxx X. XxXxxx
-------------------- --------------------- --------------------------
Xxxxxx X. Xxxxxx Vice President /s/ Xxxxxx X. Xxxxxx
-------------------- --------------------- --------------------------
Xxxxxxx X. Xxxxxxxx Vice President /s/ Xxxxxxx Xxxxxxxx
-------------------- --------------------- --------------------------
Xxxxx Xxxxxxx Vice President,
Secondary Marketing /s/ Xxxxx Xxxxxxx
---------------------- --------------------- --------------------------
Xxxxxxxx X. Xxxxxxxxxx Vice President,
Controller /s/ Xxxxxxxx X. Xxxxxxxxxx
---------------------- --------------------- --------------------------
Xxxxxxx Xxxxxxx Ass't Vice President
and Ass't Secretary /s/ Xxxxxxx Xxxxxxx
---------------------- --------------------- --------------------------
Xxxxxx Xxxxx Assistant Secretary /s/ Xxxxxx Xxxxx
---------------------- --------------------- --------------------------
Xxxxx Xxxxxxxx Assistant Secretary /s/ Xxxxx Xxxxxxxx
---------------------- --------------------- --------------------------
---------------------- --------------------- --------------------------
---------------------- --------------------- --------------------------
211
This Certificate replaces any existing Certificates of Incumbency. You
may conclusively rely on this Certificate until formally advised by a like
Certificate of any changes herein.
IN WITNESS WHEREOF, I have hereunto executed this Certificate on this
31st day of July, 1998.
/s/ Xxxxxx X. XxXxxx
-------------------------
Xxxxxx X. XxXxxx
Secretary
