Dow Corning Corporation
and
[______________________________________________]
Trustee
First Supplemental Trust Indenture
Dated as of ___________, 1999
Supplementing that certain
INDENTURE
Dated as of ___________, 1999
Authorizing the Issuance and Delivery of
Debt Securities
consisting of $[ ] aggregate principal amount of
[_____]% Senior Notes due 2009
TABLE OF CONTENTS
Page
----
RECITALS ................................................................................. -1-
[Form of Face of Security] ............................................................... -2-
[Form of Reverse of Security] ............................................................ -3-
ARTICLE I. ISSUANCE OF SENIOR NOTES ...................................................... -5-
Section 1.1. Issuance of Senior Notes; Principal Amount; Maturity ................. -5-
Section 1.2. Interest on the Senior Notes; Payment of Interest .................... -5-
ARTICLE II. CERTAIN DEFINITIONS .......................................................... -6-
Section 2.1. Certain Definitions. ................................................. -6-
ARTICLE III. CERTAIN COVENANTS ........................................................... -6-
Section 3.1. Limitation on Liens .................................................. -6-
Section 3.2 Limitation on Sale and Lease-Back .................................... -8-
ARTICLE IV. REDEMPTION OF SECURITIES. ................................................... -8-
Section 4.1. Right of Redemption .................................................. -8-
ARTICLE V. MISCELLANEOUS ................................................................ -8-
Section 5.1. Reference to and Effect on the Indenture ............................. -8-
Section 5.2. First Supplemental Indenture May Be Executed in Counterparts ......... -9-
Section 5.3 Effect of Headings ................................................... -9-
Section 5.4 Defeasance and Waiver ................................................ -9-
(i)
FIRST SUPPLEMENTAL INDENTURE, dated as of _________________, 1999, between
Dow Corning Corporation, a corporation duly organized and existing under the
laws of the State of Michigan (the "Company"), and [ ], a [ ]
organized under the laws of the United States of America, 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 unsecured
debentures, notes and/or other unsecured evidences of indebtedness (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
substantially the form set forth in the Indenture, or in such other form as may
be established by or pursuant to a Board Resolution or in one or more indentures
supplemental thereto, in each case with such appropriate insertions, omissions,
substitutions, and other variations as are required or permitted by the
Indenture, 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 "[ ]%
Senior Notes due 2009" (the "Senior 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 Securities,
as evidenced by their execution thereof.
1
[Form of Face of Security]
DOW CORNING CORPORATION
[_____]% SENIOR NOTE DUE 2009
No. R- ________ $________
DOW CORNING CORPORATION, a corporation duly organized and existing under
the laws of the State of Michigan (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 ______________, 2009, subject to earlier
redemption as described below, and to pay interest thereon from ____ , 1999, or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, at the rate of _____% per annum, payable semiannually on [
] and [ ] of each year, commencing on [ ], 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 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 the [__________] or
[_____________] (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.
DOW CORNING CORPORATION
Date Issued:__________ By:__________________________________
Attest:
By:___________________
2
[Form of Reverse of Security]
DOW CORNING CORPORATION
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 [ ], 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 $[ ].
No sinking fund is provided for the Securities. The Securities are subject
to redemption at the option of the Company in whole or in part at any time,
without premium or penalty, together with accrued and unpaid interest 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.
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of this Security or (b) certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth in the Indenture.
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 herefor 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 such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, 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, and 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 shall have failed to institute such proceeding for 60 calendar
days after receipt of such notice, request, and offer of indemnity. However,
the foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or interest
hereon on or after the respective due dates expressed herein.
3
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 interest on this
Security at the times, place, and rate, and in the coin or currency, herein
prescribed.
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.
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.
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.
4
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.
[ ], as Trustee
--------------------
By: ____________________________________________
Authorized Officer
E. All acts and things necessary to make the Senior Notes, when the
Senior 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 Notes have in all respects been duly authorized; and the
Company, in the exercise of 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 Notes.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
In order to declare the terms and conditions upon which the Senior Notes
are authenticated, issued, and delivered, and in consideration of the premises
and of the purchase and acceptance of the Senior 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 Notes, as follows:
ARTICLE I. ISSUANCE OF SENIOR NOTES.
Section 1.1 Issuance of Senior Notes; Principal Amount; Maturity.
(a) On ________, 1999, the Company shall issue and deliver to the Trustee,
and the Trustee shall authenticate, Senior 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
Notes, as evidenced by their execution thereof.
(b) The Senior Notes shall be issued in the aggregate principal amount of
$[ ] and shall mature on ___________________, 2009.
Section 1.2 Interest on the Senior Notes; Payment of Interest.
(a) The Senior Notes shall bear interest at the rate of [________]% per
annum, payable semiannually on ______________ and _________________ of each
year, commencing on _______________________, except in the case of Senior Notes
delivered pursuant to Sections 2.05 or 2.07 of the Indenture, which shall bear
interest from the last Interest Payment Date through which interest has been
paid, until the principal thereof is paid or made available for payment.
5
(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 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 [_________] or [___________] (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 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 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 the
Indenture.
(c) Payment of the principal of and any such interest on the Senior 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 other
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.
"Attributable Debt" means, as to any particular lease under which any
Person is at the time liable, at any date as of which the amount thereof is to
be determined, the total net amount of rent required to be paid by such Person
under such lease during the remaining term thereof (after giving effect to any
extensions at the option of the lessee), discounted from the respective due
dates thereof to such date at the rate per annum borne by the Senior Notes
compounded semi-annually. The net amount of rent required to be paid under any
such lease for any such period shall be the amount of rent payable by the lessee
with respect to such period, after excluding amounts required to be paid on
account of maintenance and repairs, insurance, taxes, assessments, water rates
and similar changes. In the case of any lease which is terminable by the lessee
upon the payment of a penalty, such net amount shall also include the amount of
such penalty, but no rent shall be considered as required to be paid under such
lease subsequent to the first date upon which it may be so terminated.
"Mortgage" means any mortgage, pledge, lien, charge, security interest,
conditional sale or other title retention agreement or other similar
encumbrance.
ARTICLE III CERTAIN COVENANTS.
The following covenants shall be applicable to the Company for so long as
any of the Senior Notes are Outstanding.
Section 3.1 Limitation on Liens.
6
The Company will not itself, and will not permit any Domestic Subsidiary
to, incur, issue, assume or guarantee any Debt secured by a Mortgage on any
Principal Domestic Manufacturing Property of the Company or any Domestic
Subsidiary, or any shares of stock of any Domestic Subsidiary, without
effectively providing that the Senior Notes (together with, if the Company shall
so determine, any other Debt of the Company or such Domestic Subsidiary then
existing or thereafter created which is not subordinated to the Senior Notes)
shall be secured equally and ratably with (or prior to) such secured Debt, so
long as such secured Debt shall be so secured, unless, after giving effect
thereto, the aggregate amount of all such secured Debt then outstanding plus all
Attributable Debt of the Company and its Domestic Subsidiaries in respect of
Sale and Leaseback Transactions (as that term is defined in Section 3.2 of this
First Supplemental Indenture) entered into after the date of this First
Supplemental Indenture (other than Sale and Leaseback Transactions permitted
herein) would not exceed 10% of Consolidated Net Tangible Assets; provided,
however, that this Section shall not apply to, and there shall be excluded from
secured Debt in any computation under this Section, Debt secured by:
a. Mortgages of the Company or any Domestic Subsidiary existing at the time
of this First Supplemental Indenture;
b. Mortgages on property or any shares of stock (or other equity interest)
or arising out of any Debt of any entity existing at the time such
entity was merged into the Company or became a Domestic Subsidiary;
c. Mortgages in favor of the Company or any Subsidiary of the Company;
d. Mortgages in favor of the United States of America, any State of the
United States of America, or any subdivision, agency, department or
other instrumentality thereof, to secure progress, advance or other
payments pursuant to any contract or provision of any statute;
e. Mortgages on property or shares of stock (or other equity interest)
existing at the time of acquisition thereof (including acquisition
through merger or consolidation) or to secure the payment of all or any
part of the purchase price or construction cost thereof or to secure any
Debt incurred prior to, at the time of, or within 180 days after, the
acquisition of such property or shares or the completion of any such
construction for the purpose of financing all or any part of the
purchase price or construction cost thereof;
f. Mortgages of carriers, warehousemen, mechanics and materialmen incurred
in the ordinary course of business for sums not yet due or being
contested in good faith;
g. Mortgages arising by reason of any judgment, decree or order of any
court, so long as any appropriate legal proceedings which may have been
duly initiated for the review of such judgment, decree or order shall
not have been finally terminated or so long as the period within which
such proceedings may be initiated shall not have expired; or pledges or
deposits to secure payment of workers' compensation or other insurance,
good faith deposits in connection with tenders, contracts (other than
contracts for the payment of money) or leases, deposits to secure public
or statutory obligations, deposits to secure or in lieu of surety or
appeal bonds, or deposits as security for the payment of taxes;
h. Mortgages in connection with the issuance of tax-exempt industrial
development or pollution control bonds or other similar bonds issued
pursuant to Section 103(b) of the Internal Revenue Code of 1986, as
amended or as hereafter amended, to finance all or any part of the
purchase price of or the cost of constructing, equipping or improving
property; provided that such Mortgages shall be limited to such property
acquired (including personal property) or constructed or such
improvement and to theretofore substantially unimproved real property on
which such construction or improvement is located; and provided,
further, that the Company and its Domestic Subsidiaries may further
secure all or any part of such purchase price or the cost of
construction of such improvements and personal property by an interest
on additional property of the Company and its Domestic Subsidiaries only
to the extent necessary for the construction,
7
maintenance and operation of, and access to, such property so
acquired or constructed or such improvement;
i. Mortgages in favor of any customer arising in respect of partial,
progress, advance or other payments made by or on behalf of such
customer for goods produced for or services rendered to such customer in
the ordinary course of business not exceeding the amount of such
payments;
j. any extension, renewal or replacement (or successive extensions,
renewals or replacements), as a whole or in part, of any Mortgage
referred to in the foregoing clauses (a) to (i), inclusive; provided,
that (i) such extension, renewal or replacement Mortgage shall be
limited to all or a part of the same property or shares of stock (or
other equity interest) that secured the Mortgage extended, renewed or
replaced (plus improvements on such property) and (ii) the principal
amount of the Debt secured by such Mortgage shall not exceed the
principal amount of Debt so secured at the time of such extension,
renewal or replacement; and
k. Mortgages for taxes or assessments or governmental charges or levies not
yet due or delinquent or which can thereafter be paid without penalty,
or which are being contested in good faith by appropriate proceedings;
landlord's liens on property held under lease, and tenants' rights under
leases; easements; and any other Mortgages of a nature similar to those
hereinabove described in this clause (k) which do not, in the opinion of
the Company, materially impair the use of such property in the operation
of the business of the Company or a Domestic Subsidiary or the value of
such property for the purposes of such business.
Section 3.2. Limitation on Sale and Lease-Back.
The Company will not itself, and it will not permit any Domestic Subsidiary
to, enter into any arrangement with any bank, insurance company or other lender
or investor (not including the Company or any Subsidiary of the Company) or to
which any such lender or investor is a party, providing for the leasing by the
Company or a Domestic Subsidiary for a period, including renewals, in excess of
three years of any Principal Domestic Manufacturing Property which has been or
is to be sold or transferred, more than 180 days after the acquisition thereof
or the completion of construction and commencement of full operation thereof, by
the Company or any Domestic Subsidiary to such lender or investor or to any
person to whom funds have been or are to be advanced by such lender or investor
on the security of such Principal Domestic Manufacturing Property (herein
referred to as a "Sale and Leaseback Transaction") unless either:
(a) the Attributable Debt of the Company and its Domestic
Subsidiaries in respect of such Sale and Leaseback Transaction and all
other Sale and Leaseback Transactions entered into after the date of this
First Supplemental Indenture (other than Sale and Leaseback Transactions
permitted herein), plus the aggregate amount of Debt secured by Mortgages
on Principal Domestic Manufacturing Properties then outstanding (excluding
any such Debt secured by Mortgages covered in clauses (a) through (k) of
Section 3.1 of this First Supplemental Indenture) without equally and
ratably securing the Senior Notes, would not exceed 10% of Consolidated Net
Tangible Assets, or
(b) the net proceeds of the sale of the Principal Domestic
Manufacturing Property are at least equal to the fair value (as determined
by the Board of Directors of the Company) of such property.
ARTICLE IV. REDEMPTION OF SECURITIES.
Section 4.1. Right of Redemption
The Senior Notes may be redeemed in accordance with the provisions of the
form thereof set forth herein.
ARTICLE V. MISCELLANEOUS.
Section 5.1. Reference to and Effect on the Indenture.
8
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.
9
Section 5.2. First 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.
Section 5.3 Effect of Headings.
The Article and Section headings herein are for convenience only and shall
not affect the construction hereof.
Section 5.4 Defeasance and Waiver.
The Senior Notes and the covenants contained in this First Supplemental
Indenture are subject to Defeasance and Covenant Defeasance as provided in
Article V of the Indenture and waiver as provided in Section 6.10 of the
Indenture.
10
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] DOW CORNING CORPORATION
By: ___________________________________
Name: Xxxx X. Xxxxxxxxxxx
Title: Vice President and Chief Financial Officer
Attest:
-------------------------------------
Name: Xxxxx X. Xxxxxxx, Esq.
Title: Vice President, Secretary and
General Counsel
[________________________________], as Trustee
By: ___________________________________
Name:
Title:
Attest:
-------------------------------------
Name:
Title:
11
STATE OF [______] )
) ss.:
COUNTY OF [______] )
On this ____ day of [_____________], 1999, before me personally came Xxxx
X. Xxxxxxxxxxx, to me known, who, being by me duly sworn, did depose and say
that he is a Vice President and Chief Financial Officer of DOW CORNING
CORPORATION, one of the entities described in and which executed the above
instrument; that he 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 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.
_____________________________________________
Notary Public
12
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 [ ], 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
13
