EXHIBIT 4.1
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XXXX-XxXXX CORPORATION
to
CITIBANK, N.A.,
as Trustee
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First Supplemental Indenture
Dated May 7, 1996
Supplementing and Amending the Indenture
Dated as of August 1, 1982
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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 7, 1996, is between
XXXX-XxXXX CORPORATION, a Delaware corporation (hereinafter called the
"Corporation"), and CITIBANK, N.A., a national banking association duly
organized and existing under the laws of the United States of America, as
Trustee under the Indenture referred to below (hereinafter called the
"Trustee").
RECITALS
The Company and the Trustee are parties to an Indenture, dated as of
August 1, 1982 (the "Indenture"), relating to the issuance from time to time by
the Company of its Securities on terms to be specified at the time of issuance.
Capitalized terms 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
First Supplemental Indenture in order to (i) provide for the issuance of Global
Securities, (ii) provide for the defeasance of certain obligations, and (iii)
provide for the conformity of the Indenture to the Trust Indenture Act of 1939,
as amended.
The Company has requested the Trustee and the Trustee has agreed to
join with it in the execution and delivery of this First Supplemental Indenture.
Section 901(f) 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 make such
provisions in regard to matters or questions arising under the Indenture which
shall not adversely affect the interests of any Holders of Securities.
The Company has determined that this First Supplemental Indenture
complies with Section 901(f) and does not require the consent of any Holders of
Securities. On the basis of the foregoing, the Trustee has determined that this
First Supplemental Indenture is in form satisfactory to it.
The Company has furnished the Trustee with an Officer's Certificate
and an Opinion of Counsel complying with the requirements of Section 905 of the
Indenture, stating that the execution of this First 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
First Supplemental Indenture, together with such other documents as may have
been required by Section 102 of the Indenture.
All things necessary to make this First 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, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of
Securities, as follows:
A. AMENDMENTS TO THE INDENTURE
1. The definition of "Board of Directors" set forth in Section 101 of
the Indenture is hereby deleted and replaced by the following:
"Board of Directors" means the board of directors of the Company or
any duly authorized committee of that board or any director or directors and/or
officer or officers of the Company to whom that board or committee shall have
duly delegated its authority.
2. The definition of "Board Resolution" set forth in Section 101 of
the Indenture is hereby deleted and replaced by the following:
"Board Resolution" means (1) a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, or (2) a certificate signed by the director or directors and/or
officer or officers to whom the board of directors or any duly authorized
committee of that board shall have duly delegated its authority, in each case
delivered to the Trustee for the Securities of any series.
3. The definition of "Trust Indenture Act" set forth in Section 101
of the Indenture is hereby deleted and replaced by the following:
"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990, as in force at the date as of
which this instrument was executed, except as provided in Section 903.
4. Section 101 of the Indenture is hereby amended by adding the
following definition of "Global Security" after the definition of "Funded Debt":
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"Global Security" means a Security evidencing all or part of a series
of Securities, including, without limitation, any temporary or permanent Global
Securities.
5. Section 101 of the Indenture is hereby amended by adding the
following definition of "U.S. Depositary" after the definition of "United
States":
"U.S. Depositary" means a clearing agency registered under the
Securities Exchange Act of 1934, as amended, or any successor thereto, which
shall in either case be designated by the Corporation pursuant to Section 301,
until a successor U.S. Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "U.S. Depositary" shall
mean or include each Person who is then a U.S. Depositary hereunder, and if at
any time there is more than one such Person, "U.S. Depositary" as used with
respect to the Securities of any series shall mean the U.S. Depositary with
respect to the Securities of that series.
6. Section 102 of the Indenture is hereby amended by adding in the
first line of the second paragraph, after the word "certificate", the following:
(other than certificates provided pursuant to Section 1006)
7. Section 107 of the Indenture is hereby deleted and replaced by the
following:
If any provision hereof limits, qualifies or conflicts with the duties
imposed by any of Sections 310 through 317, inclusive, of the Trust Indenture
Act through the operation of Section 318(c) thereof, such imposed duties shall
control.
8. Section 202 of the Indenture is hereby amended by substituting
"Authorized Signatory" for "Authorized Officer" under the signature line of the
form of Trustee's Certificate of Authentication.
9. Article Two of the Indenture is hereby amended by adding Section
203 as follows:
Section 203. Securities in Global Form.
If any Security of a series is issuable in global form (a "Global
Security"), such Global Security may provide that it shall represent the
aggregate amount of Outstanding Securities from time to time endorsed thereon
and may also provide that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
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endorsement of a Global Security to reflect the amount, or any increase or
decrease in the amount, of Outstanding Securities represented thereby shall be
made by the Trustee and in such manner as shall be specified in such Global
Security. Any instructions by the Company with respect to a Global Security,
after its initial issuance, shall be in writing but need not comply with Section
102.
None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
10. Section 301(5) of the Indenture is hereby deleted and replaced by
the following:
(5) the place or places, if any, in addition to or instead of the
Corporate Trust Office of the Trustee, where the principal of (and premium, if
any) and interest on Securities of the series shall be payable; the extent to
which, or the manner in which, any interest payable on any Global Security on an
Interest Payment Date will be paid, if other than in the manner provided in
Section 307; the extent, if any, to which the provisions of the last sentence of
Section 1001 shall apply to the Securities of the Series; and the manner in
which any principal of, or premium, if any, on, any Global Security will be
paid, if other than as set forth elsewhere herein;
11. Section 301 of the Indenture is hereby amended by deleting the
word "and" from the end of Section 301(10), by renumbering Section 301(11) as
Section 301(13), and by inserting new Sections 301(11) and 301(12) as follows:
(11) provisions, if any, for the defeasance of Securities of the
series;
(12) whether the Securities of the series shall be issued in whole
or in part in the form of one or more Global Securities and, in such case, the
U.S. Depositary for such Global Security or Securities; the manner in which and
the circumstances under which Global Securities representing Securities of the
series may be exchanged for Securities in definitive form, if other than, or in
addition to, the manner and circumstances specified in Section 307; and
12. Section 307 of the Indenture is hereby amended by adding the
following paragraphs at the end thereof:
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If the Company shall establish pursuant to Section 301 that the
Securities of a series are to be issued in whole or in part in the form of one
or more Global Securities, then the Company shall execute and the Trustee shall,
in accordance with Section 303 and the Company Order with respect to such
series, authenticate and deliver one or more Global Securities in temporary or
permanent form that (i) shall represent and shall be denominated in an amount
equal to the aggregate principal amount of the Outstanding Securities of such
series to be represented by one or more Global Securities, (ii) shall be
registered in the name of the U.S. Depositary for such Global Security or
Securities or the nominee of such depositary, and (iii) shall bear a legend
substantially to the following effect: "This Security may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary, unless and until this Security is exchanged in
whole or in part for Securities in definitive form" and such other legend as may
be required by the U.S. Depositary.
Notwithstanding any other provision of this Section or Section 307,
unless and until it is exchanged in whole or in part for Securities in
definitive form, a Global Security representing all or a portion of the
Securities of a series may not be transferred except as a whole by the U.S.
Depositary for such series to a nominee of such depositary or by a nominee of
such depositary to such depositary or another nominee of such depositary or by
such depositary or any such nominee to a successor U.S. Depositary for such
series or a nominee of such successor depositary.
If at any time the U.S. Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue as U.S.
Depositary for the Securities of such series or if at any time the U.S.
Depositary for Securities of a series shall no longer be a clearing agency
registered and in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, the Company shall appoint a
successor U.S. Depositary with respect to the Securities of such series. If a
successor U.S. Depositary for the Securities of such series is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such condition, the Company will execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of definitive Securities
of such series, will authenticate and deliver, Securities of such series in
definitive form in an aggregate principal amount equal to the principal
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amount of the Global Security or Securities representing such series in exchange
for such Global Security or Securities.
The Company may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by such Global Security or Securities. In such
event, the Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver, Securities of such series in definitive
form and in an aggregate principal amount equal to the principal amount of the
Global Security or Securities representing such series in exchange for such
Global Security or Securities.
If the Securities of any series shall have been issued in the form of
one or more Global Securities and if an Event of Default with respect to the
Securities of such series shall have occurred and be continuing, the Company
will promptly execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver Securities of such series in definitive form and in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such series in exchange for such Global Security or
Securities.
If specified by the Company pursuant to Section 301 with respect to
Securities of a series, the U.S. Depositary for such series of Securities may
surrender a Global Security for such series of Securities in exchange in whole
or in part for Securities of such series in definitive form on such terms as are
acceptable to the Company and such depositary. Thereupon, the Company shall
execute and the Trustee shall authenticate and deliver, without charge:
(i) to each Person specified by the U.S. Depositary a new
Registered Security or Securities of the same series, of any
authorized denomination as requested by such Person in an aggregate
principal amount equal to and in exchange for such Person's beneficial
interest in the Global Security; and
(ii) to the U.S. Depositary a new Global Security in a
denomination equal to the difference, if any, between the principal
amount of the surrendered Global Security and the aggregate principal
amount of Securities delivered to Holders thereof.
Upon the exchange of a Global Security in whole for Securities in
definitive form, such Global Security shall be
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cancelled by the Trustee. Securities issued in exchange for a Global Security
pursuant to this subsection (c) shall be registered in such names and in such
authorized denominations as the U.S. Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. The Trustee shall deliver such Securities to the
Persons in whose names such Securities are so registered.
13. Section 608 of the Indenture is hereby deleted and replaced by
the following:
The Trustee for the Securities shall be subject to the provisions of
Section 310(b) of the Trust Indenture Act during the period of time required
thereby. Nothing herein shall prevent the Trustee from filing with the
Commission the application referred to in the penultimate paragraph of Section
310(b) of the Trust Indenture Act. In determining whether the Trustee has a
conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded Securities
of any particular series of Securities other than that series.
14. Section 609 of the Indenture is hereby deleted and replaced by
the following:
There shall at all times be a Trustee hereunder which shall be
(i) a corporation organized and doing business under the laws of
the United States of America, any state thereof, or the District of
Columbia, authorized under such laws to exercise corporate trust
powers, and subject to supervision or examination by Federal or State
authority, or
(ii) a corporation or other Person organized and doing business
under the laws of a foreign government that is permitted to act as
Trustee pursuant to a rule, regulation, or other order of the
Commission, authorized under such laws to exercise corporate trust
powers, and subject to supervision or examination by authority of such
foreign government or a political subdivision thereof substantially
equivalent to supervision or examination applicable to United States
institutional trustee,
having a combined capital and surplus of at least $50,000,000 and having its
Corporate Trust Office in the Borough of Manhattan, the City of New York, or
such other city as contemplated by
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Section 301 with respect to any series of Securities. If such corporation
publishes reports of condition at least annually, pursuant to law or to
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. Neither the Company nor any Person
directly or indirectly controlling, controlled by, or under the common control
with the Company shall serve as Trustee for the Securities. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect hereunder
specified in this Article.
15. Section 610(d)(1) of the Indenture is amended to:
(a) Delete the phrase "608(a)" after the word "Section" in the first
line thereof and to add the phrase in substitution for such deleted phrase
"310(b) of the Trust Indenture Act pursuant to Section 608 hereof."
(b) Add immediately after the word "months" in the fourth line
thereof the phrase ", unless the Trustee's duty to resign is stayed in
accordance with the provisions of Section 310(b) of the Trust Indenture Act."
16. Section 613(a) of the Indenture is hereby amended to substitute
the word "three" for the word "four" each time it appears therein.
17. Section 703(a) of the Indenture is amended to:
(a) Add the phrase "any of the following events which may have
occurred within the prior 12 months (but if no such event has occurred within
such period no report need be transmitted)" immediately after the word "to" on
the fourth line of subsection (a) of Section 703;
(b) Add the phrase "any change to" immediately after (1) and
renumbered (4) and (5) of Section 703(a)(1),(4) and (5) and delete from Section
703(a)(1) the phrase ", or in lieu thereof, if to the best of its knowledge it
has continued to be eligible and qualified under said Sections, a written
statement to that effect;"
(c) Add a new subsection (2) thereto, which will read in its
entirety as follows:
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(2) The creation of any material change to a relationship
specified in Section 310(b)(1) through Section 310(b)(10) of the
Trust Indenture Act;
and renumber the following subsections accordingly.
18. Section 1006 of the Indenture is hereby amended to:
(a) Delete the reference to the following signatories referred to
beginning in the fifth line thereof: "Chairman or Vice Chairman of the Board or
the President or any Vice President of the Company and by the Treasurer or the
Secretary or any Assistant Secretary" and substitute in lieu thereof a reference
to the following signatories: "principal executive officer, principal financial
officer or principal accounting officer of the Company."
(b) Add the following sentence after the last sentence thereof: "For
purposes of this Section, such compliance shall be determined without regard to
any period of grace or requirement of notice provided under this Indenture."
19. The Indenture is hereby amended by adding Article 14 as follows:
ARTICLE FOURTEEN
DEFEASANCE
Section 1401. Applicability of Article.
If, pursuant to Section 301, provision is made for the defeasance of
Securities of a series, then the provisions of this Article shall be applicable
except as otherwise specified pursuant to Section 301 for Securities of such
series.
Section 1402. Defeasance Upon Deposit of Moneys or U.S. Government
Obligations.
At the Company's option, either (a) the Company shall be deemed to
have been Discharged (as defined below) from its obligations with respect to
Securities of any series ("legal defeasance option") or (b) the Company shall
cease to be under any obligation to comply with any term, provision or condition
set forth in Sections 801, 1004, 1005, 1008 and 1009 with respect to Securities
of any series (and, if so specified pursuant to Section 301, any other
obligation of the Company or restrictive covenant added for the benefit of such
series pursuant to Section
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301) ("covenant defeasance option") at any time after the applicable conditions
set forth below have been satisfied:
(1) the Company shall have deposited or caused to be deposited
irrevocably with the Trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the
Holders of the Securities of such series (i) money in an amount, or
(ii) U.S. Government Obligations (as defined below) which through the
payment of interest and principal in respect thereof in accordance
with their terms will provide, not later than one day before the due
date of any payment, money in an amount, or (iii) a combination of (i)
and (ii), sufficient, in the opinion (with respect to (i) and (ii)) of
a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee,
to pay and discharge each installment of principal (including any
mandatory sinking fund payments) of and premium, if any, and interest
on, the Outstanding Securities of such series on the dates such
installments of interest or principal and premium are due;
(2) such deposit shall not cause the Trustee with respect to the
Securities of that series to have a conflicting interest as defined in
Section 608 and for purposes of the Trust Indenture Act with respect
to the Securities of any series;
(3) such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound;
(4) if the Securities of such series are then listed on any
national securities exchange, the Company shall have delivered to the
Trustee an Opinion of Counsel or a letter or other document from such
exchange to the effect that the Company's exercise of its option under
this Section would not cause such Securities to be delisted;
(5) no Event of Default or event (including such deposit) which,
with notice or lapse of time or both, would become an Event of Default
with respect to the Securities of such series shall have occurred and
be continuing on the date of such deposit and, with respect to the
legal defeasance option only, no Event of Default under Section 501(e)
or Section 501(f) or
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event which with the giving of notice or lapse of time, or both, would
become an Event of Default under Section 501(e) or Section 501(f)
shall have occurred and be continuing on the 91st day after such date;
and
(6) the Company shall have delivered to the Trustee an Opinion of
Counsel or a ruling from the Internal Revenue Service to the effect
that the Holders of the Securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a result of
such deposit, defeasance or Discharge.
Notwithstanding the foregoing, if the Company exercises its covenant defeasance
option and an Event of Default under Section 501(e) or Section 501(f) or event
which with the giving of notice or lapse of time, or both, would become an Event
of Default under Section 501(e) or Section 501(f) shall have occurred and be
continuing on the 91st day after the date of such deposit, the obligations of
the Company referred to under the definition of covenant defeasance option with
respect to such Securities shall be reinstated.
"Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities of such series and to have satisfied all the obligations under this
Indenture relating to the Securities of such series (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of Holders of Securities of such series to receive,
from the trust fund described in clause (1) above, payment of the principal of
(and premium, if any) and interest on such Securities when such payments are
due, (B) the Company's obligations with respect to the Securities of such series
under Sections 305, 306, 307, 1002 and 1403 and to the Trustee under Section 607
and (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder.
"U.S. Government Obligations" means securities that are (i) direct
obligations of the United States for the payment of which its full faith and
credit is pledged, or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States, which, in either case under clauses (i) or (ii), are not callable
or redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government obligation held by such custodian for the
account of the holder
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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 U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.
Section 1403. Deposited Moneys and U.S. Government Obligations to Be
Held in Trust.
All moneys and U.S. Government Obligations deposited with the Trustee
pursuant to Section 1402 in respect of Securities of a series shall be held in
trust and applied by it, in accordance with the provisions of such Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon for principal (and premium, if any) and interest, if any, but such money
need not be segregated from other funds except to the extent required by law.
Section 1404. Repayment to Company.
The Trustee and any Paying Agent shall promptly pay or return to the
Company upon Company Request any moneys or U.S. Government Obligations held by
them at any time that are not required for the payment of the principal of (and
premium, if any) and interest on the Securities of any series for which money or
U.S. Government Obligations have been deposited pursuant to Section 1402.
The provisions of the last paragraph of Section 1003 shall apply to
any money held by the Trustee or any Paying Agent under this Article that
remains unclaimed for two years after the Maturity of any series of Securities
for which money or U.S. Government Obligations have been deposited pursuant to
Section 1402.
20. The Table of Contents of the Indenture is amended to reflect the
additions and deletions described in this First Supplemental Indenture.
B. GENERAL PROVISIONS
1. The recitals contained herein shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for the correctness of
same, except for the recital indicating the Trustee's approval of the form of
this First Supplemental Indenture. The Trustee makes no
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representation as to the validity of this First Supplemental Indenture.
2. This First Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts together shall constitute but one and the same instrument.
3. All provisions of this First Supplemental Indenture shall be
deemed to be incorporated in, and made part of, the Indenture; and the
Indenture, as supplemented by this First Supplemental Indenture, shall be read,
taken and construed as one and the same instrument.
4. The Trustee accepts the trust created by the Indenture, as
supplemented by this First Supplemental Indenture, and agrees to perform the
same upon the terms and conditions in the Indenture, as supplemented by this
First Supplemental Indenture.
5. In case any provision in this First 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.
6. Nothing in this First Supplemental Indenture, express or implied,
shall give to any Person, (other than the parties hereto, any Security
Registrar, any Paying Agent, and Authenticating Agent and their successors under
the Indenture, and the Holders of the Securities), any benefit or any legal or
equitable right, remedy or claim under the Indenture.
7. This First Supplemental Indenture shall be deemed to be a contract
made under the laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of said State.
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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.
XXXX-XXXXX CORPORATION
[CORPORATE SEAL] By: /s/ Xxxx X. Xxxxxxx
---------------------------------------------
Title: Senior Vice President and
Attest: Financial Officer
/s/ Xxx Xxxxx
---------------------------
Title: Assistant Secretary
CITIBANK, N.A.
as Trustee
[CORPORATE SEAL] By: /s/ Xxxxxxx XxXxxxxx
---------------------------------------------
Title: Vice President
Attest:
/S/ Xxxxxx Xxxxxxxx
-------------------------------
Title: Vice President
State of OKLAHOMA )
: ss.:
County of OKLAHOMA )
On the 16th day of May, 1997, before me personally came Xxxx X. Xxxxxxx, to
me known, who, being by me duly sworn, did depose and say that he resides at
Oklahoma City, Oklahoma; that he is Senior Vice President of XXXX-XxXXX
CORPORATION, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to 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.
/s/ Xxxxx X. Xxxxxx
-------------------
Notary Public
Notarial Seal
State of NEW YORK )
: ss.:
County of NEW YORK)
On the 23RD day of May, 1997, before me personally came X. XxXxxxxx, to me
known, who, being by me duly sworn, did depose and say that he resides at 00-00
000xx Xxxxxx, Xxxxxxxx, X.X. 00000; that he is Vice President of CITIBANK, N.A.,
one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
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.
/s/ Xxxxxxx Xxxxxx
------------------
Notary Public
Notarial Seal
