AGREEMENT OF SALE
The undersigned Limited Partner, and/or Assignee Holder or Unit Holder
(the "Seller") does hereby sell, assign, transfer, convey and deliver (the
"Sale") to Xxxxxx Acquisition LLC, a Washington limited liability company
("Mercer" or the "Purchaser"), all of the Seller's right, title and interest
in units of limited partnership interests including any rights attributable
to claims, damages, recoveries, including recoveries from class action
lawsuits, and causes of action accruing to the ownership of such units of
limited partnership interests ("Units") in Synthetic Industries, L.P. (the
"Partnership") being sold pursuant to this Agreement of Sale, including all
exhibits attached hereto ("Agreement") and the Offer to Purchase dated May 4,
1999, (which together with this Agreement constitute the "Offer") for a
purchase price of $50,000 per Unit, less (i) transfer fees in the amount of
$3,750 per Unit, and (ii) the amount of any cash distributions declared or
paid from any source by the Partnership with respect to the Units after May
4, 1999, without regard to the record date or whether such distributions are
classified as a return on, or a return of, capital.
The Offer applies to whole and fractional Units. The purchase price and
transfer fees for fractional Units will be adjusted according to the
percentage of a full Unit represented by the fractional Unit. For example
the purchase price of a 1/2 Unit will be $25,000 (1/2 X $50,000), less
transfer fees of $1,875 (1/2 X 3,750) and less the amount of any cash
distributions declared or paid with respect to the 1/2 Unit after May 4, 1999.
The Seller hereby represents and warrants to the Purchaser that the
Seller owns such Units and, subject only to the approval rights of the
Partnership's general partner (the "General Partner") pursuant to the Amended
and Restated Limited Partnership Agreement dated November 11, 1986, as
amended (the "Partnership Agreement"), has full power and authority to
validly sell, assign, transfer, convey, and deliver to the Purchaser such
Units. The Seller further represents and warrants that upon acceptance for
payment by the Purchaser and the Purchaser's receipt of the General Partner's
written approval of the Sale, the Purchaser will acquire good, marketable and
unencumbered title thereto, free and clear of all options, liens,
restrictions, charges, encumbrances, conditional sales agreements, or other
obligations relating to the sale or transfer thereof, and such Units will not
be subject to any adverse claim. Notwithstanding anything in this Agreement
to the contrary, the Sale is subject to the conditions set forth in the Offer
to Purchase, see "Section 12 Certain Conditions of the Offer," and Purchaser
will not be required to accept for payment or pay for any Units not
theretofore accepted for payment or paid for and may terminate or amend the
Offer if such conditions, including receipt of the General Partner's written
approval of the Sale, are not satisfied.
The Seller further represents and warrants that the Seller is a "United
States person" as defined in Section 7701(a)(30) of the Internal Revenue Code of
1986, as amended, or if the Seller is not a United States person, the Seller
does not own beneficially or of record more than 5 percent of the outstanding
Units.
Such Sale shall include, without limitation, all rights in, and claims to,
any Partnership profits and losses, cash distributions, voting rights and other
benefits of any nature whatsoever, distributable or allocable to such Units
under the Partnership Agreement. Upon the execution of this Agreement by the
Seller and the Purchaser's receipt of the General Partner's written approval
of the Sale, Purchaser shall have the right to receive all benefits and cash
distributions and otherwise exercise all rights of beneficial ownership of
such Units.
Seller, by executing this Agreement, hereby irrevocably constitutes and
appoints Purchaser as its true and lawful agent and attorney-in-fact with
respect to the Units with full power of substitution. This power of attorney is
an irrevocable power, coupled with an interest of the Seller to Purchaser, to
(i) execute, swear to, acknowledge, and file any document relating to the
transfer of the ownership of the Units on the books of the Partnership that are
maintained with respect to the Units and on the Partnership's books maintained
by the General Partner of the Partnership, or amend the books and records of the
Partnership as necessary or appropriate for the withdrawal of the Seller as a
Unit Holder and/or Limited Partner of the Partnership, (ii) vote or act in such
manner as any such attorney-in-fact shall, in its sole discretion, deem proper
with respect to the Units, (iii) deliver the Units and transfer ownership of the
Units on the books of the Partnership that are maintained with respect to the
Units and on the Partnership's books, maintained by the Partnership's General
Partner, (iv) endorse on the Seller's behalf any and all payments received by
Purchaser from the Partnership for any period on or after May 4, 1999, which are
made payable to the Seller, in favor of Purchaser, and (v) receive all benefits
and distributions and amend the books and records of the Partnership, including
Seller's address and record, to direct distributions to Purchaser as of the
effective date of this Agreement and otherwise exercise all rights of beneficial
ownership of the Units. Purchaser shall not be required to post bond of any
nature in connection with this power of attorney.
SELLER DOES HEREBY DIRECT AND INSTRUCT THE PARTNERSHIP AND THE GENERAL
PARTNER IMMEDIATELY UPON THEIR RECEIPT OF THIS AGREEMENT OF SALE (i) TO AMEND
THE BOOKS AND RECORDS OF THE PARTNERSHIP TO CHANGE THE SELLER'S ADDRESS OF
RECORD TO XXXXXX ACQUISITION LLC, C/O MANAGER, 000 XXXX XXXXXX, XXXXX 000,
XXXXXXX, XX 00000, AND (ii) TO FORWARD ALL DISTRIBUTIONS AND ALL OTHER
INFORMATION TO BE RECEIVED BY SELLER TO MERCER ACQUISTION LLC TO THE ADDRESS
SET FORTH IN (i) ABOVE.
Seller and Purchaser do hereby release and discharge the General Partner
and its affiliates and each of their respective officers, directors,
shareholders, employees, and agents from all actions, causes of actions, claims
or demands Seller or Purchaser have, or may have, against any such person that
result from such party's reliance on this Agreement or any of the terms and
conditions contained herein. Seller and Purchaser do hereby indemnify and hold
harmless the Partnership and the General Partner and its affiliates and each of
their respective officers, directors, shareholders, employees, and agents from
and against all claims, demands, damages, losses, obligations, and
responsibilities arising, directly or indirectly, out of a breach of any one or
more of their respective representations and warranties set forth herein.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the Seller and any obligations of the Seller shall be
binding upon the heirs, personal representatives, successors and assigns of the
undersigned. Upon request, the Seller will execute and deliver any additional
documents deemed by the Purchaser or the Partnership to be necessary
or desirable to complete the assignment, transfer and purchase of such Units.
Xxxxxx reserves the right to amend or extend the Offer at any time.
The Seller hereby certifies, under penalties of perjury, that (i) the tax
identification number shown on this form is the Seller's correct Taxpayer
Identification Number; and (ii) Seller is not subject to backup withholding
either because Seller has not been notified by the Internal Revenue Service (the
"IRS") that Seller is subject to backup withholding as a result of failure to
report all interest or dividends, or the IRS has notified Seller that Seller is
no longer subject to backup withholding. The Seller agrees to complete the
Substitute Form W-9 attached hereto as Exhibit A and return it to Chase
Manhattan Trust Company, National Association (the "Depositary") with the
executed Agreement.
The Seller hereby also certifies, under penalties of perjury, that the
Seller, if an individual, is not a nonresident alien for purposes of U.S. income
taxation, and if not an individual, is not a foreign corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are defined in the
Internal Revenue Code of 1986, as amended, and Income Tax Regulations). The
Seller understands that this certification may be disclosed to the IRS by the
Purchaser and that any false statements contained herein could be punished by
fine, imprisonment, or both. The Seller agrees to complete either the
Individual's Certificate of Non-Foreign Status or Entity's Certificate of Non-
Foreign Status, depending upon which is applicable, attached hereto as Exhibits
B and C, respectively, and return it to the Depositary with the executed
Agreement.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Washington. Seller waives any claim that Washington or the
Western District of Washington is an inconvenient forum, and waives any right to
trial by jury.
The undersigned Seller (including any joint owner(s)) owns and wishes to
assign the number of Units set forth below. By its own or its Authorized
Signatory's signature below, the Seller hereby assigns its entire right, title
and interest to the Units to the Purchaser.
AGREEMENT OF SALE --
EXECUTION PAGE
By executing this Agreement the Seller hereby acknowledges to the General
Partner that the Seller desires to withdraw as a Limited Partner as to the Units
referenced herein and hereby directs the General Partner to take all such
actions as are necessary to accomplish such withdrawal, and appoints the General
Partner the agent and attorney-in-fact of the Limited Partner, to execute, swear
to, acknowledge and file any document or amend the books and records of the
Partnership as necessary or appropriate for the withdrawal of the Limited
Partner.
IN WITNESS WHEREOF, the Limited Partner has executed, or caused its
Authorized Signatory to execute, this Agreement.
_______________________________________________
Print Name of Limited Partner (as it appears on
the Unit)
_______________________________________________
Print Name and Capacity of Authorized Signatory
(if other than above)
_____________________________________ ____________________________________
Seller's Signature Joint Seller's Signature
MEDALLION GUARANTEE MEDALLION GUARANTEE
(Medallion Guarantee for EACH (Medallion Guarantee for EACH Seller's
Seller's signature signature)
__________________ Investor I.D. Number
__________________ Home Telephone Number
__________________ Social Security/Tax ID No.
__________________ Date
__________________ Number of Units to be sold (Please indicate whether you are
tendering fractional Units, e.g. 1/2 Unit, 1/4 unit.)
OR
/ / Check here if you wish to sell ALL of your Units
YOU MUST MAIL EXECUTED ORIGINAL TO THE DEPOSITARY:
(A self-addressed stamped envelope is enclosed for your convenience)
Chase Manhattan Trust Company, National Association
0000 0xx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
IF YOU NEED ANY HELP IN COMPLETING THE AGREEMENT OF SALE, PLEASE CALL CHASE
MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION AT (000) 000-0000.
EXHIBIT A
SUBSTITUTE FORM W-9: Under the Federal Income Tax Law, a non-exempt Unit
Holder is required to provide the Depositary with such Unit Holder's correct
Taxpayer Identification Number ("TIN") on the Substitute Form W-9 below. If the
certificate(s) are in more than one name or are not in the name of the actual
owner, consult the enclosed Substitute Form W-9 instructions for additional
guidance on which number to report. FAILURE TO PROVIDE THE INFORMATION ON THE
FORM MAY SUBJECT THE SURRENDERING UNIT HOLDER TO 31% FEDERAL INCOME TAX
WITHHOLDING ON THE PAYMENT OF ANY CASH.
The surrendering Unit Holder must check the box in Part III if a TIN has
not been issued and the Unit Holder has applied for a number or intends to apply
for a number in the near future. If a TIN has been applied for and the
Depositary is not provided with a TIN before payment is made, the Depositary
will withhold 31% on all payments to such surrendering Unit Holders of any Cash
consideration due for their former Units. Please review the enclosed Specific
Instructions for additional details on what Taxpayer Identification Number to
give the Depositary.
PAYER: CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION
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PART I - PLEASE PROVIDE YOUR Social Security No.
SUBSTITUTE FORM W-9 TIN IN THE SPACE AT THE RIGHT or Employer
DEPARTMENT OF THE AND CERTIFY BY SIGNING AND Identification No.
TREASURY DATING BELOW ___________________
INTERNAL REVENUE
SERVICE
PAYER'S REQUEST FOR PART II - For Payees exempt from backup PART III
TAXPAYER withholding, see the enclosed Specific AWAITING
IDENTIFICATION NUMBER Instructions. TIN : / /
(TIN)
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CERTIFICATION - Under penalties of perjury, I certify that: (1) The Number
shown on this form is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued to me), AND (2) I am not subject to backup
withholding either because I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or the IRS has notified me that I am no
longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS - You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding, you
received another notification from the IRS that you were no longer subject to
backup withholding, do not cross out item (2).
ALSO SEE INSTRUCTIONS IN THE ENCLOSED SPECIFIC INSTRUCTIONS.
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PLEASE SIGN HERE > SIGNATURE ________________________ DATE ________
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Form W-9 (Rev. 12-96)
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SPECIFIC INSTRUCTIONS
NAME.--If you are an individual, you must generally enter the name shown on
your social security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security
Administration of the name change, enter your first name, the last name shown
on your social security card, and your new last name.
If the account is in joint names, list first and then circle the name of
the person or entity whose number you enter in Part I of the form.
SOLE PROPRIETOR.--You must enter your INDIVIDUAL name as shown on your
social security card. You may enter your business, trade, or "doing business
as" name on the BUSINESS NAME line.
OTHER ENTITIES.--Enter the business name as shown on required Federal
tax documents. This name should match the name shown on the charter or other
legal document creating the entity. You may enter any business, trade, or
"doing business as" name on the business name line.
PART I--TAXPAYER IDENTIFICATION NUMBER (TIN)
You must enter your TIN in the appropriate box. If you are a resident alien
and you do not have and are not eligible to get an SSN, your TIN is your IRS
individual taxpayer identification number (ITIN). Enter it in the social
security number box. If you do not have an ITIN, see HOW TO GET A TIN below.
If you are a sole proprietor and you have an EIN, you may enter either
your SSN or EIN. However, using your EIN may result in unnecessary notices to
the requester.
NOTE: SEE THE CHART ON THIS PAGE FOR FURTHER CLARIFICATION OF NAME AND TIN
COMBINATIONS.
HOW TO GET A TIN.--If you do not have a TIN, apply for one immediately. To
apply for an SSN, get FORM SS-5 from your local Social Security
Administration office. Get FORM W-7 to apply for an ITIN or FORM SS-4 to
apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling
0-000-XXX-XXXX (0-000-000-0000).
If you do not have a TIN, write "Applied For" in the space for the TIN,
sign and date the form, and give it to the requester. For interest and
dividend payments, and certain payments made with respect to readily tradable
instruments, you will generally have 60 days to get a TIN and give it to the
requester. Other payments are subject to backup withholding.
NOTE: WRITING "APPLIED FOR" MEANS THAT YOU HAVE ALREADY APPLIED FOR A TIN OR
THAT YOU INTEND TO APPLY FOR ONE SOON.
PART II--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
Individuals (including sole proprietors) are NOT exempt from backup
withholding. Corporations are exempt from backup withholding for certain
payments, such as interest and dividends. For more information on exempt
payees, see the separate Instructions for the Requester of Form W-9.
If you are exempt from backup withholding, you should still complete
this form to avoid possible erroneous backup withholding. Enter your correct
TIN in Part I, write "Exempt" in Part II, and sign and date the form.
If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the requester a completed FORM W-8, Certificate of Foreign
Status.
PART III--CERTIFICATION
For a joint account, only the person whose TIN is shown in Part I should sign
(when required).
1. INTEREST, DIVIDEND, AND BARTER EXCHANGE ACCOUNTS OPENED BEFORE 1984
AND BROKER ACCOUNTS CONSIDERED ACTIVE DURING 1983. You must give your correct
TIN, but you do not have to sign the certification.
2. INTEREST, DIVIDEND, BROKER, AND BARTER EXCHANGE ACCOUNTS OPENED
AFTER 1983 AND BROKER ACCOUNTS CONSIDERED INACTIVE DURING 1983. You must sign
the certification or backup withholding will apply. If you are subject to
backup withholding and you are merely providing your correct TIN to the
requester, you must cross out item 2 in the certification before signing the
form.
3. REAL ESTATE TRANSACTIONS. You must sign the certification. You may
cross out item 2 of the certification.
4. OTHER PAYMENTS. You must give your correct TIN, but you do not have
to sign the certification unless you have been notified that you have
previously given an incorrect TIN. "Other payments" include payments made in
the course of the requester's trade or business for rents, royalties, goods
(other than bills for merchandise), medical and health care services
(including payments to corporations), payments to a nonemployee for services
(including attorney and accounting fees), and payments to certain fishing
boat crew members.
5. MORTGAGE INTEREST PAID BY YOU, ACQUISITION OR ABANDONMENT OF SECURED
PROPERTY, CANCELLATION OF DEBT, OR XXX CONTRIBUTIONS. You must give your
correct TIN, but you do not have to sign the certification.
PRIVACY ACT NOTICE
Section 6109 of the Internal Revenue Code requires you to give your correct
TIN to persons who must file information returns with the IRS to report
interests, dividends, and certain other income paid to you, mortgage interest
you paid, the acquisition or abandonment of secured property, cancellation of
debt, or contributions you made to an XXX. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return.
The IRS may also provide this information to the Department of Justice for
civil and criminal litigation and to cities, states, and the District of
Columbia to carry out their tax laws.
You must provide your TIN whether or not you are required to file a tax
return. Payers must generally withhold 31% of taxable interest, dividend, and
certain other payments to a payee who does not give a TIN to a payer. Certain
penalties may also apply.
WHAT NAME AND NUMBER TO GIVE THE REQUESTER
-------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE NAME AND SSN OF:
-------------------------------------------------------------------------------
1. Individual The individual
2. Two or more The actual owner of the
individuals (joint account or, if combined
account) funds, the first individual
on the account(1)
3. Custodian account of The minor(2)
a minor (Uniform Gift
to Minors Act)
4. a. The usual The grantor-trustee(1)
revocable savings
trust (grantor is
also trustee)
b. So-called trust The actual owner(1)
account that is not
a legal or valid trust
under state law
5. Sole proprietorship The owner(2)
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FOR THIS TYPE OF ACCOUNT: GIVE NAME AND EIN OF:
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6. Sole proprietorship The owner(3)
7. A valid trust, estate or Legal entity(4)
pension trust
8. Corporate The corporation
9. Association, club, The organization
religious, charitable,
educational, or other
tax-exempt
organization
10. Partnership The partnership
11. A broker or registered The broker or nominee
nominee
12. Account with the The public entity
Department of
Agriculture in the name
of a public entity (such
as a state or local
government, school
district, or prison) that
receives agricultural
program payments
-------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
If only one person on a joint account has an SSN, that person's number
must be furnished.
(2) Circle the minor's name and furnish the minor's SSN.
(3) You must show your individual name, but you may also enter your business
or "doing business as" name. You may use either your SSN or EIN (if you
have one).
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the TIN of the personal representative or trustee
unless the legal entity itself is not designated in the account title.)
NOTE: IF NO NAME IS CIRCLED WHEN MORE THAN ONE NAME IS LISTED, THE NUMBER
WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.
EXHIBIT B
INDIVIDUAL'S CERTIFICATE OF NON-FOREIGN STATUS
1. Section 1445 of the Internal Revenue Code provides that a transferee of
a U.S. real property interest must withhold tax if the transferor is a foreign
person. To inform the transferee that withholding of tax is not required on my
disposition of a U.S. real property interest, I,_______________________________,
hereby certify the following:
a. I am not a nonresident alien for purposes of U.S. income taxation.
b. My U.S. taxpayer identifying number or social security number is
___________, and;
c. My home address is _________________________________________
_________________________________________
2. I understand that this Certification may be disclosed to the Internal
Revenue Service by the transferee and that any false statement I have made here
could be punished by fine, imprisonment, or both.
3. Under penalties of perjury I declare that I have examined this
Certification and to the best of my knowledge and belief it is true, correct,
and complete.
Date: _______________ _______________________
Transferor
STATE OF _____________ )
) SS
COUNTY OF _____________ )
I HEREBY CERTIFY that on this day before me, an officer duly authorized in
the State of ___________ and County of ______________ to take acknowledgments,
personally appeared ________________, to me known to be the person described in
and who executed the foregoing instrument and he or she acknowledged the
execution thereof to be his or her free act and deed, for the uses and persons
therein mentioned.
WITNESS my hand and notarial seal, at the State and County aforesaid, this
day of __________________.
________________________
NOTARY PUBLIC
My commission expires on: _______________
EXHIBIT C
ENTITY'S CERTIFICATE OF NON-FOREIGN STATUS
1. Section 1445 of the Internal Revenue Code provides that a transferee of
a U.S. real property interest must withhold tax if the transferor is a foreign
person. To inform the transferee that withholding of tax is not required upon
the disposition of a U.S. real property interest by ___________________, the
undersigned hereby certifies under penalties of perjury the following on behalf
of _____________________:
a. ______________ is not a foreign corporation, foreign partnership,
foreign trust, or foreign estate (as those terms are defined in the Internal
Revenue Code of 1986, as amended and Income Tax Regulations) nor a nonresident
alien for U.S. income tax purposes;
b. ________________'s U.S. employer identification number is _____________;
and
c. ________________'s office address is _______________________________.
2. _________________ understands that this Certification may be disclosed
to the Internal Revenue Service by the transferee and that any false statement
contained herein could be punished by fine, imprisonment, or both.
3. Under penalties of perjury I declare that I have examined this
Certification and to the best of my knowledge and belief it is true, correct,
and complete, and I further declare that I have authority to sign this Document
on behalf of __________________.
Date: _______________ _________________________
(name of transferor)
By: ______________________
Title: _____________________
STATE OF _____________________ )
) SS
COUNTY OF _____________________ )
I HEREBY CERTIFY that on this day before me, an officer duly authorized in
the State of _______________ and County of ____________ to take acknowledgments,
personally appeared ___________________on behalf of ___________________, to me
known to be the person described in and who executed the foregoing instrument
and he or she acknowledged the execution thereof to be his or her free act and
deed, for the uses and persons therein mentioned.
WITNESS my hand and notarial seal, at the State and County aforesaid, this
day of ___________.
______________________
NOTARY PUBLIC
My commission expires on: _______________
INSTRUCTIONS TO COMPLETE AGREEMENT OF SALE
ALL SIGNATURES MUST BE MEDALLION GUARANTEED
BENEFICIAL OWNER OF RECORD MUST:
1. COMPLETE and SIGN the Execution Page of the Agreement of Sale.
a. Have your signature Medallion Guaranteed by your bank or broker.
b. Indicate number of Units owned and/or to be sold.
2. COMPLETE and SIGN the Substitute Form W-9 in the form attached as Exhibit A.
3. COMPLETE and SIGN the Certificate of Non-Foreign Status in the form attached
as either Exhibit B or Exhibit C, as appropriate. You must have the Certificate
of Non-Foreign Status notarized.
4. Return the Agreement (including the Execution Page), the Substitute Form W-9
and the Certificate of Non-Foreign Status to the Depositary in the envelope
provided and send it to:
Chase Manhattan Trust Company, National Association
0000 0xx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
JOINT OWNERSHIP
Please have ALL owners of record sign the Execution Page and SEPARATELY
Medallion Guarantee each signature. In addition, have ALL owners of record
complete a Substitute Form W-9 and Certificate of Non-Foreign Status.
XXX/XXXXX
1. Beneficial owner must sign the Execution Page, Substitute Form W-9 and
Certificate of Non-Foreign Status.
2. Provide Custodian information (i.e. Name, Company Name, Address, Phone No.
and Account No.).
3. Obtain the Medallion Guarantee of Custodian Signature.
DEATH
If any owner is deceased, please enclose a certified copy of Death Certificate.
If Ownership is OTHER than Joint Tenants With Right of Survivorship, please
provide Letter of Testamentary or Administration current within 60 days showing
your beneficial ownership or executor capacity (in addition to copy of Death
Certificate).
CORPORATION
Provide corporate resolution required showing authorized signatory.
TRUST, PROFIT SHARING OR PENSION PLAN
Provide title, signature, and other applicable pages of Trust Agreement
showing authorized signatory.