Mercury Finance Company
and
Norwest Bank Minnesota, National Association,
Trustee
FIRST SUPPLEMENTAL TRUST INDENTURE
Dated as of __________, 1999
Supplementing that certain
INDENTURE
Dated as of __________, 1999
Authorizing the Issuance and Delivery of
Senior Subordinated Securities
consisting of $___________* aggregate principal amount of
11% Senior Subordinated Notes Due 2002
* 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.............................6
Section 1.1. Issuance of Senior Subordinated Notes; Principal Amount;
Maturity................................................6
Section 1.2. Interest on the Senior Subordinated Notes; Payment of
Interest................................................7
ARTICLE II. CERTAIN DEFINITIONS..............................................7
Section 2.1. Certain Definitions.....................................7
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............................10
Section 6.3. Supplemental Indenture May be Executed in Counterparts.10
FIRST SUPPLEMENTAL INDENTURE, dated as of __________, 1999 (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 __________, 1999, 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 "11%
Senior Subordinated Notes Due 2002" (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.
[Form of Face of Security]
MERCURY FINANCE COMPANY
11% SENIOR SUBORDINATED NOTE DUE 2002
No. R-__________ $
CUSIP No.
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 third 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 11% 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.
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:
[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 __________, 1999 (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 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.
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:
ARTICLE I. ISSUANCE OF SENIOR SUBORDINATED NOTES.
Section 1.1. Issuance of Senior Subordinated Notes; Principal Amount; Maturity.
(a) On __________, 1999, 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 third 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
11% 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].
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 ______________, 1999.
"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 Working Capital 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; (h) 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
(i) 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.
"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 ___________ __, 1999.
"Restricted Payments" has the meaning ascribed thereto in Section 3.2.
"Senior Subordinated Notes" means the Company's 11% Senior Subordinated
Notes Due 2002 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 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 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.
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:
STATE OF [ ] )
--------------------------
) SS:
COUNTY OF [ ] )
On this _____ day of [__________], 1999, 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
STATE OF [ ] )
-----------------
) SS:
COUNTY OF [ ] )
On this _____ day of [__________], 1999, 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