EXHIBIT 4.2
XXXXXXXX BRANDS INTERNATIONAL, INC.
and
FIFTH THIRD BANK, Trustee
-----------------------------
THIRD SUPPLEMENTAL INDENTURE
Dated as of
June 15, 1999
To
INDENTURE
Dated as of February 15, 1994
-----------------------------
Amending the Indenture, dated as of February 15, 1994, as
previously supplemented (a) with respect to the 9-1/8% Senior
Notes due 2004 issued thereunder by a Board Resolution dated
February 8, 1994 and by the First Supplemental Indenture dated
as of June 15, 1994, (b) by the Second Supplemental Indenture
dated as of July 15, 1996 and (c) with respect to the 10-1/4%
Senior Notes due 2006 issued thereunder by a Board Resolution
dated July 23, 1996.
THIRD SUPPLEMENTAL INDENTURE (the "Third
Supplemental Indenture"), dated as of June 15, 1999, between
XXXXXXXX BRANDS INTERNATIONAL, INC., a New Jersey corporation
(the "Company"), and FIFTH THIRD BANK, an Ohio banking
corporation (f/k/a The Fifth Third Bank), as Trustee (the
"Trustee").
RECITALS
The Company and the Trustee are parties to an
Indenture, dated as of February 15, 1994 (the "Original
Indenture") relating to the issuance from time to time by the
Company of its Senior Debt Securities on terms to be specified
at the time of issuance. The Indenture has been previously
supplemented by (a) a Board Resolution dated February 8, 1994
(the "1994 Board Resolution") pursuant to which the Company
issued its 9-1/8% Senior Notes due 2004 in the aggregate
principal amount of $175,000,000 (the "9-1/8% Senior Notes"),
(b) the First Supplemental Indenture dated as of June 15, 1994
(the "First Supplemental Indenture") relating to the 9-1/8%
Senior Notes, (c) the Second Supplemental Indenture dated as
of July 15, 1996 (the "Second Supplemental Indenture") and (d)
a Board Resolution dated July 23, 1996 (the "1996 Board
Resolution") pursuant to which the Company issued its 10-1/4%
Senior Notes due 2006 in the aggregate principal amount of
$150,000,000 (the "10-1/4% Senior Notes"). The Original
Indenture, as so supplemented by the 1994 Board Resolution,
the First Supplemental Indenture, the Second Supplemental
Indenture and the 1996 Board Resolution, is herein referred to
as the "Indenture". The 9-1/8% Senior Notes and the 10-1/4% Senior
Notes are the only series of Debt Securities outstanding under
the Indenture. Capitalized terms used herein, not otherwise
defined herein, shall have the meanings assigned to them in
the Indenture.
The Company has duly authorized the execution and
delivery of this Third Supplemental Indenture in order to
(i) provide for the issuance of securities in foreign
currencies and (ii) make certain other amendments to the
Indenture in connection with future series of Debt Securities,
which may be issued under the Indenture, but not the 9-1/8% Senior
Notes or the 10-1/4% Senior Notes.
The 9-1/8 Senior Notes are governed solely by the
Original Indenture, as supplemented by the First Supplemental
Indenture and the 1994 Board Resolution. The 10-1/4% Senior
Notes are governed solely by the Original Indenture, as
supplemented solely by the First Supplemental Indenture, the
Second Supplemental Indenture and the 1996 Board Resolution.
The Company has requested the Trustee and the
Trustee has agreed to join with it in the execution and
delivery of this Third Supplemental Indenture.
Section 901(4) of the Indenture provides that the
Company, acting pursuant to a Board Resolution, and the
Trustee, at any time and from time to time, may enter into an
indenture supplemental to the Indenture to add to, change or
eliminate any of the provisions of the Indenture; provided,
however, that any such additions, changes or eliminations
shall become effective only when there is no Debt Security
Outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit
of such provision and as to which such supplemental indenture
would apply.
The Company has determined that this Third
Supplemental Indenture complies with Section 901(4) and does
not require the consent of any Holders of Debt Securities. On
the basis of the foregoing, the Trustee has determined that
this Third Supplemental Indenture is in form satisfactory to
it.
The Company has furnished the Trustee with an
Opinion of Counsel complying with the requirements of
Section 903 of the Indenture, stating that the execution of
this Third Supplemental Indenture is authorized or permitted
by the Indenture, and has delivered to the Trustee a Board
Resolution authorizing the execution and delivery of this
Third Supplemental Indenture, together with such other
documents as may have been required by Section 102 of the
Indenture.
All things necessary to make this Third Supplemental
Indenture a valid agreement of the Company and the Trustee and
a valid amendment of and supplement to the Indenture have been
done.
NOW, THEREFORE, it is agreed that the Indenture is
amended for the equal and proportionate benefit of all Holders
of Debt Securities issued under the Indenture after the date
hereof.
ARTICLE I
AMENDMENTS TO THE INDENTURE
Section 1.1. Section 101 of the Indenture is hereby
amended by amending and adding the following definitions:
The following definition is added after the
definition of "Act":
"Additional Amounts" means any Additional Amounts
which are required hereby or by the terms of any Security,
under circumstances specified herein or therein, to be paid by
the Company in respect of certain taxes imposed on Holders
specified therein and which are owing to such Holders.
The following definition is added after the
definition of "Authenticating Agent":
"Authorized Newspaper" means a newspaper, in an
official language of the place of publication or in the
English language, customarily published on each day that is a
Business Day in the place of publication, whether or not
published on days that are Legal Holidays in the place of
publication, and of general circulation in each place in
connection with which the term is used or in the financial
community of each such place. Where successive publications
are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in
different newspapers in the same city meeting the foregoing
requirements and in each case on any day that is a Business
Day in the place of publication.
The following definition is added after the
definition of "corporation":
"currency" or "money", with respect to any payment,
deposit or other transfer in respect of the principal of or
any premium or interest on any Security, means the unit or
units of legal tender for the payment of public and private
debts (or any composite thereof) in which such payment,
deposit or other transfer is required to be made by or
pursuant to the terms hereof and, with respect to any other
payment, deposit or transfer pursuant to or contemplated by
the terms hereof, means Dollars.
The following definition is added after the
definition of "Exchange Act":
"Government Obligations", with respect to any
Security, means (i) direct obligations of the government or
governments which issued the currency in which the principal
of or any premium or interest on such Security shall be
payable, in each case where the payment or payments thereunder
are supported by the full faith and credit of such government
or governments or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of
such government or governments, in each case where the payment
or payments thereunder are unconditionally guaranteed as a
full faith and credit obligation by such government or
governments, and which, in the case of (i) or (ii), are not
callable or redeemable at the option of the issuer or issuers
thereof, and shall also include a Depository receipt issued by
a bank or trust company as custodian with respect to any such
Government Obligation or a specific payment of interest on or
principal of or other amount with respect to any such
Government Obligation held by such custodian for the account
of the holder of a Depository receipt, provided that (except
as required by law) such custodian is not authorized to make
any deduction from the amount payable to the holder of such
Depository receipt from any amount received by the custodian
in respect of the Government Obligation or the specific
payment of interest on or principal of or other amount with
respect to the Government Obligation evidenced by such
Depository receipt.
The following definitions are added after the
definition of "Interest Payment Date":
"Judgment Currency" has the meaning specified in
Section 115.
"Legal Holiday", with respect to any Place of
Payment or other location, means a Saturday, a Sunday or a day
on which banking institutions or trust companies in such Place
of Payment or other location are not authorized or obligated
to be open.
The following definition is added after the
definition of "Regular Record Date":
"Required Currency" has the meaning specified in
Section 115.
The definition of "U.S. Depositary" is amended to
read in its entirety as follows:
"U.S. Depositary" or "Depositary" means, with
respect to any Security issuable or issued in the form of one
or more Global Securities, the Person designated as U.S.
Depositary or Depositary by the Company in or pursuant to this
Indenture which Person must be, to the extent required by
applicable law or regulation, a clearing agency registered
under the Exchange Act, or any successor thereto, which shall
in either case be designated by the Company pursuant to
Section 301, until a successor U.S. Depositary or Depositary
shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter "U.S. Depositary" or
"Depositary" shall mean or include each Person who is then a
U.S. Depositary or Depositary hereunder, and if at any time
there is more than one such Person, "U.S. Depositary" or
"Depository" as used with respect to the Debt Securities of
any series shall mean the U.S. Depository or Depository with
respect to the Debt Securities of that series.
Section 1.2. Section 106 of the Indenture is
amended by adding the following to the end of the first
paragraph thereof:
If a series of Debt Securities is listed on any
stock exchange outside the United States and such stock
exchange so requires, such notice shall also be given by
publication in an Authorized Newspaper in such city and on
such days or by such other means as the Company shall advise
the Trustee that such stock exchange so requires.
Section 106 of the Indenture is further amended by
adding the following to the end of the second paragraph
thereof:
Neither the failure to give notice by publication in
an Authorized Newspaper or as otherwise required by a stock
exchange outside the United States, nor any defect in such
notice as published or otherwise given, shall affect the
sufficiency of any notice mailed to Holders of Debt Securities
as provided above.
Section 1.3. Article One of the Indenture is
amended by adding Section 115 as follows:
Section 115. Judgment Currency. The Company
agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is necessary to convert the sum due
in respect of the principal of, or premium or interest, if
any, on the Debt Securities of any series (the "Required
Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used
shall be the spot rate of exchange into the Judgment Currency
for the Required Currency and (b) its obligations under this
Indenture to make payments in the Required Currency (i) shall
not be discharged or satisfied by any tender, or any recovery
pursuant to any judgment (whether or not entered in accordance
with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery
shall result in the actual receipt, by the payee, of the full
amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an
alternative or additional cause of action for the purpose of
recovering in the Required Currency the amount, if any, by
which such actual receipt shall fall short of the full amount
of the Required Currency so expressed to be payable and
(iii) shall not be affected by judgment being obtained for any
other sum due under this Indenture.
Section 1.4. Section 301(4) of the Indenture is
amended by adding "whether and under what circumstances
Additional Amounts on Debt Securities of that series shall be
payable" to the end thereof.
Section 301 of the Indenture is hereby amended by
renumbering Sections 301(8), 301(9), 301(10), 301(11),
301(12), 301(13), 301(14) and 301(15) and by adding new
Sections 301(8), 301(9) and 301(10) as follows:
(8) if other than U.S. Dollars, the currency or
currencies or units based on or related to currencies in which
the Debt Securities of such series shall be denominated and in
which payments of principal of (and premium, if any) and
interest, if any, on such Debt Securities shall or may be
payable;
(9) if the principal of (and premium, if any) or
interest, if any, on the Debt Securities of a series are to be
payable, at the election of the Company or a Holder thereof,
in a currency or currencies or units based on or related to
currencies other than that in which the Debt Securities are
stated to be payable, the period or periods within which, and
the terms and conditions upon which, such election may be
made;
(10) if the amount of payments of principal of (and
premium, if any) and interest, if any, on the Debt Securities
of a series may be determined with reference to an index based
on (i) a currency or currencies or units based on or related
to currencies other than that in which the Debt Securities are
stated to be payable, (ii) changes in the price of one or more
other securities or groups or indexes of securities or (iii)
changes in the prices of one or more commodities or groups or
indexes of commodities, or any combination of the foregoing,
the manner in which such amounts shall be determined;
Section 1.5. Section 401(a)(1)(B)(ii) of the
Indenture is amended by deleting "U.S. Government Obligations"
and replacing it with "Government Obligations."
Section 401(a) is amended by adding the paragraphs
(5) and (6) to the end thereof as follows:
(5) the Company delivers to the Trustee an Opinion
of Counsel to the effect that the trust resulting from
the deposit does not constitute, or is qualified as, a
regulated investment company under the Investment Company
Act of 1940;
(6) the Company delivers to the Trustee an Opinion
of Counsel stating that (i) the Company has received
from, or there has been published by, the Internal
Revenue Service a ruling, or (ii) since the date of this
Indenture there has been a change in the applicable
Federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel shall
confirm that, the Holders will not recognize income, gain
or loss for Federal income tax purposes as a result of
such defeasance and will be subject to Federal income tax
on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had
not occurred.
Section 401(b) is amended to read in its entirety as
follows:
(b) Upon the satisfaction of the conditions set forth in
this Section 401 with respect to all the Debt Securities of
any series, the terms and conditions of such series, including
the terms and conditions with respect thereto set forth in
this Indenture, shall no longer be binding upon, or applicable
to, the Company, and the Holders of the Debt Securities of
such series shall look for payment only to the funds or
obligations deposited with the Trustee pursuant to
Section 401(a)(1)(B); provided, however, that in no event
shall the Company be discharged from (i) any payment
obligations (including Additional Amounts) in respect of Debt
Securities of such series which are deemed not to be
Outstanding under clause (3) of the definition thereof if such
obligations continue to be valid obligations of the Company
under applicable law, (ii) from any obligations under
Sections 402(b), 607 and 610 and (iii) from any obligations
under Sections 305 and 306 (except that Debt Securities of
such series issued upon registration of transfer or exchange
or in lieu of mutilated, destroyed, lost or stolen Debt
Securities shall not be obligations of the Company) and
Sections 701, 1002 and Article Thirteen; and provided,
further, that in the event a petition for relief under the
Bankruptcy Act of 1978 or Title 11 of the United States Code
or a successor statute is filed and not discharged with
respect to the Company within 91 days after the deposit, the
entire indebtedness on all Debt Securities of such series
shall not be discharged, and in such event the Trustee shall
return such deposited funds or obligations as it is then
holding to the Company upon Company Request.
Section 402(b)of the Indenture is amended by
deleting both instances of "U.S. Government Obligations" and
replacing it in each case with "Government Obligations."
Section 402(c)of the Indenture is amended by
deleting each instance of "U.S. Government Obligations" and
replacing it in each case with "Government Obligations."
Section 404 of the Indenture is amended by deleting
each instance of "U.S. Government Obligations" and replacing
it in each case with "Government Obligations."
Section 1.6. Section 501(1) of the Indenture is
amended to read in its entirety as follows:
(1) default in the payment of any installment of
interest upon or any Additional Amount with respect to
any Debt Security of that series when it becomes due and
payable, and continuance of such default for a period of
30 days; or
Section 501(5) is amended by adding "(or its
equivalent in any other currency or currencies)" after the
words "$10 million."
Section 1.7. Section 602 of the Indenture is
amended to read in its entirety as follows:
Section 602. Notice of Defaults.
Within 90 days after the occurrence of any default
hereunder with respect to Debt Securities of any particular
series, the Trustee for the Debt Securities of such series
shall give to Holders of Debt Securities of that series, in
the manner set forth in Section 106, notice of such default
known to such Trustee, unless such default shall have been
cured or waived; provided, however, that, except in the case
of a default in the payment of the principal of (or premium,
if any) or interest or Additional Amounts, if any, on any Debt
Security of that series, or in the deposit of any sinking fund
payment with respect to Debt Securities of that series, such
Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee or
a trust committee of directors and/or Responsible Officers of
such Trustee in good faith determines that the withholding of
such notice is in the interest of the Holders of Debt
Securities of that series; and provided, further, that in the
case of any default of the character specified in
Section 501(3) with respect to Debt Securities of that series
no such notice to Holders shall be given until at least
60 days after the occurrence thereof. For the purpose of this
Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of
Default with respect to Debt Securities of that series.
Section 1.8. Section 801(1) of the Indenture is
hereby amended to read in its entirety as follows:
(1)(a) either (i) the Company shall be the
continuing corporation or (ii) the Person (if other than the
Company) formed by such consolidation or into which the
Company is merged or the Person which acquired by sale,
assignment, conveyance, transfer, lease or disposition of all
or substantially all of the properties and assets of the
Company as an entirety (the "Surviving Entity") (x) shall be
a Person organized under the laws of the United States of
America or any State thereof or the District of Columbia, or
the Bahamas, Barbados, Bermuda, the British Virgin Islands,
the Cayman Islands, any of the Channel Islands, the
Netherlands Antilles or such other jurisdiction, if any, as
may be set forth in the Board Resolution establishing the Debt
Securities of a particular series and (y) shall expressly
assume by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee,
the due and punctual payment of the principal of (and premium
and Additional Amounts, if any) and interest on all the Notes
and the performance and observance of every covenant of this
Indenture on the part of the Company to be performed or
observed and (b) in the event that the Company or the
Surviving Entity is organized in a jurisdiction other than the
United States of America or any State thereof or the District
of Columbia that is different from the jurisdiction in which
the obligor on the Notes was organized immediately before
giving effect to the transaction:
(i) the Company or the Surviving Entity shall
deliver to the Trustee under the Indenture an Opinion of
Counsel stating that (x) the obligations of the Company
or the Surviving Entity under the Indenture are
enforceable under the laws of the new jurisdiction of its
formation, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and other
similar laws affecting creditors' rights generally from
time to time in effect and to general principles of
equity, including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing,
regardless of whether considered in a proceeding in
equity or at law and (y) the Holders of Notes will not
recognize any income, gain or loss for U. S. federal
income tax purposes as a result of the transaction and
will be subject to U.S. federal income tax on the same
amount and in the same manner and at the same times as
would have been the case if such transaction had not
occurred;
(ii) the Company or the Surviving Entity shall agree
in writing to (x) (1) submit to the jurisdiction of any
court of the State of New York or any United States
Federal court sitting, in each case, in the Borough of
Manhattan, the City of New York, New York, United States
of America and any appellate court from any thereof, (2)
waive any immunity from the jurisdiction of such courts
over any suit, action or proceeding that may be brought
in connection with the Indenture or the Debt Securities
and (3) agree that final judgment in any such suit,
action or proceeding brought in such court shall be
conclusive and binding upon the Company or the Surviving
Entity and may be enforced in any court the jurisdiction
of which the Company or the Surviving Entity is subject
to by a suit upon such judgment; provided that service of
process is effected in the manner provided in clause (y)
below; and (y) shall (1) irrevocably appoint an agent for the
service of process in the Borough of Manhattan, the City of
New York, New York, United States of America, for so long as
any of the Debt Securities are outstanding or the Company or
the Surviving Entity irrevocably appoints a successor, (2)
represent and warrant to the Trustee the acceptance of
such appointment by such agent, (3) take any and all
action, including the filing of any and all documents and
instruments, that may be necessary to continue such
appointment in full force and effect and (4) agree that
service of process upon such agent and written notice of
such service to the Company or the Surviving Entity shall
be deemed, in every respect, effective service of process
upon the Company;
(iii) the Company or the Surviving Entity shall
agree in writing to pay Additional Amounts with respect
to the Company, except that such Additional Amounts shall
relate to any withholding tax whatsoever regardless of
any change of law, subject to exceptions substantially
similar to those contained in the Indenture; and
(iv) the Board of Directors of the Company or the
Surviving Entity shall determine, which determination
shall be conclusive and evidenced by a Board Resolution
delivered to the Trustee, in good faith that such
transaction will have no material adverse effect on any
Holder of Notes.
Section 1.9. Section 902(1) is amended by adding
"or change the currency in which, the principal of or any
premium or interest (including Additional Amounts) on, any
Debt Security is payable" to the end thereof.
Section 1.10. The Indenture is hereby amended by
adding Article Thirteen as follows:
ARTICLE THIRTEEN
ADDITIONAL AMOUNTS
SECTION 1301. Applicability of this Article. If
any series of Debt Securities provides for the payment of
Additional Amounts, the Company agrees to pay to the Holder of
any such Debt Security Additional Amounts as provided therein.
Whenever in this Indenture there is mentioned, in any context,
the payment of the principal of or any premium or interest on,
or in respect of, any Debt Security of any series or the net
proceeds received on the sale or exchange of any Debt Security
of any series, such mention shall be deemed to include mention
of the payment of Additional Amounts provided by the terms of
such series established hereby or pursuant hereto to the
extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to such terms,
and express mention of the payment of Additional Amounts (if
applicable) in any provision hereof shall not be construed as
excluding Additional Amounts in those provisions hereof where
such express mention is not made.
Except as otherwise provided in or pursuant to this
Indenture, if the Debt Securities of a series provide for the
payment of Additional Amounts, at least 10 days prior to the
first Interest Payment Date with respect to such series of
Debt Securities (or if the Debt Securities of such series
shall not bear interest prior to Maturity, the first day on
which a payment of principal is made), and at least 10 days
prior to each date of payment of principal or interest if
there has been any change with respect to the matters set
forth in the below-mentioned Officers' Certificate, the
Company shall furnish to the Trustee and the principal Paying
Agent or Paying Agents, if other than the Trustee, an
Officers' Certificate instructing the Trustee and such Paying
Agent or Paying Agents whether such payment of principal of or
interest on the Debt Securities of such series shall be made
to Holders of Debt Securities of such series who are United
States Aliens without withholding for or on account of any
tax, assessment or other governmental charge described in the
Debt Securities of such series. If any such withholding shall
be required, then such Officers' Certificate shall specify by
country the amount, if any, required to be withheld on such
payments to such Holders of Debt Securities, and the Company
agrees to pay to the Trustee or such Paying Agent the
Additional Amounts required by the terms of such Debt
Securities. The Company covenants to indemnify the Trustee
and any Paying Agent for, and to hold them harmless against,
any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them in
reliance on any Officers' Certificate furnished pursuant to
this Section.
Section 1.11. The Indenture is hereby amended by
adding Article Fourteen as follows:
ARTICLE FOURTEEN
SECURITIES IN FOREIGN CURRENCIES
Section 1401. Applicability of Article. If any
series of Debt Securities is denominated in a currency other
than that of the United States and unless otherwise provided
in the terms of such series of Debt Securities, whenever this
Indenture provides for any action by, the determination of the
rights of, or any distribution to, Holders of Debt Securities
of such series, the amount of such Debt Securities shall be
deemed to be that amount of United States Dollars that could
be obtained for such amount of Debt Securities on the basis of
the spot rate of exchange into United States Dollars for the
currency in which such Debt Securities are denominated (as
evidenced to the Trustee by an Officer's Certificate) as of
the date of such action, determination of rights or
distribution (as evidenced to the Trustee by an Officer's
Certificate).
ARTICLE II
MISCELLANEOUS
Section 2.1. This Third Supplemental Indenture may
be executed in any number of counterparts, each of which shall
be deemed to be an original, but all such counterparts
together shall constitute but one and the same instrument.
Section 2.2. All provisions of this Third
Supplemental Indenture shall be deemed to be incorporated in,
and made part of, the Indenture; and the Indenture, as
supplemented by this Third Supplemental Indenture, shall be
read, taken and construed as one and the same instrument.
Section 2.3. In case any provision in this Third
Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or
impaired thereby.
Section 2.4. Nothing in this Third Supplemental
Indenture, express or implied, shall give to any Person (other
than the parties hereto, any Debt Security Registrar, any
Paying Agent, and Authenticating Agent and their successors
under the Indenture, and the Holders of the Debt Securities),
any benefit or any legal or equitable right, remedy or claim
under the Indenture.
Section 2.5. This Third Supplemental Indenture
shall be governed by and construed in accordance with the laws
of the State of New York.
IN WITNESS WHEREOF, the parties have caused this
Third Supplemental Indenture to be signed and acknowledged by
their respective officers thereunto duly authorized as of the
day and year first above written.
XXXXXXXX BRANDS INTERNATIONAL, INC.,
[Seal]
by
/s/ Xxxxxx X. Xxxxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President & Treasurer
[Attest] Xxxxx X. Xxxxxxx
FIFTH THIRD BANK, Trustee,
[Seal]
by
/s/ Xxxxx Xxxxx
----------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
[Attest] Xxxxxx X. Xxxxxxxx
STATE OF OHIO )
) ss.:
COUNTY OF XXXXXXXX )
On the 22nd day of June, 1999, before me personally came
Xxxxx Xxxxx to me known, who being by me duly sworn, did depose and
say that he resides at 0000 Xxxxxxxx Xxxxxx, that he is a Vice
President of FIFTH THIRD BANK, one of the corporations described
in and which executed the above instrument; that he knows the
corporate seal of said corporation; that one of the seals affixed
to the said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation;
and that he signed his 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.
/s/ Xxx X. Xxxxxxx
---------------------------
Notary Public
Commission Expires:4-7-2003
[Seal]
STATE OF OHIO )
) ss.:
COUNTY OF XXXXXXXX )
On the 22nd day of June, 1999, before me personally
came Xxxxxx X. Xxxxxxxxxx to me known, who being by me duly
sworn, did depose and say that he resides at 0000 Xxxxxxx
Xx., Xxxxxxxxxx Xxxx, that he is a Vice President & Treasurer
of XXXXXXXX BRANDS INTERNATIONAL, INC., one of the corporations
described in and which executed the above instrument; that he
knows the corporate seal of said corporation; that one of the
seals affixed to the said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors
of said corporation; and that he signed his 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.
/s/ Xxxxxxx Xxxxxxx
-----------------------------
Notary Public
Commission Expires: 7-27-2003
[Seal]
