EXECUTION COPY
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▇▇▇▇▇ ▇▇▇▇▇▇ GROUP INC.
to
CHEMICAL BANK DELAWARE
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Subordinated Debt Securities
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Second Supplemental Indenture
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Dated as of March 22, 1991
Supplementing the Indenture
Dated as of March 15, 1988
and Supplemented as of
September 22, 1989
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SECOND SUPPLEMENTAL INDENTURE dated as
of March 22, 1991, between ▇▇▇▇▇ ▇▇▇▇▇▇ GROUP
INC., a corporation duly organized and
existing under the laws of Delaware (herein
called the "Company"), having its principal
office at 1285 Avenue of the Americas, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and CHEMICAL BANK, a
corporation duly organized and existing under
the laws of the State of Delaware, as Trustee
(herein called the "Trustee").
RECITALS
The Company and the Trustee are parties to an
Indenture dated as of March 15, 1988, as supplemented as of
September 22, 1989 (the "Indenture"), relating to the issu-
ance from time to time by the Company of its Securities.
Capitalized terms used herein and not otherwise defined
shall have the meanings given them in the Indenture.
The Company has requested the Trustee to join with
it in the execution and delivery of this second supplemental
indenture (the "Second Supplemental Indenture") in order to
supplement and amend the Indenture by amending and restating
certain provisions thereof to cause the Indenture to comply
with amendments to the Trust Indenture Act of 1939 effected
by the Trust Indenture Reform Act of 1990 and to take
account of recent changes in United States tax rules as a
result of the promulgation of Treasury Regula-
tion 1.163-5(c)(2)(i)(D) (the "D Rules").
Section 901 of the Indenture provides that a
supplemental indenture may be entered into by the Company
and the Trustee, without the consent of any Holders of the
Securities, to cure any ambiguity, to correct or supplement
any provision therein which may be defective or inconsistent
with any other provision therein, or to make any other
provisions with respect to matters or questions arising
under the Indenture, provided such action shall not
adversely affect the interests of the Holders of Securities
of any series in any material respect.
Section 107 of the Indenture provides that if any
provision thereof limits, qualifies or conflicts with
another provision thereof which is required to be included
therein by the Trust Indenture Act, such required provision
shall control.
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The Company has determined that this Second
Supplemental Indenture complies with said Section 901 and
does not require the consent of any Holders of Securities.
At the request of the Trustee, the Company has
furnished the Trustee with an Opinion of Counsel complying
with the requirements of Section 903 of the Indenture,
stating, among other things, that the execution of this
Second Supplemental Indenture is authorized or permitted by
the Indenture, and an Officers' Certificate and Opinion of
Counsel complying with the requirements of Section 102 of
the Indenture, and has delivered to the Trustee a Board
Resolution as required by Section 901 of the Indenture
authorizing the execution by the Company of this Second
Supplemental Indenture and its delivery by the Company to
the Trustee.
All things necessary to make this Second Supple-
mental Indenture a valid agreement of the Company and the
Trustee, in accordance with the terms of the Indenture, and
a valid amendment of and supplement to the Indenture have
been done.
NOW, THEREFORE, THIS SECOND 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 the Securities, as
follows:
I. AMENDMENTS TO THE INDENTURE TO INCORPORATE CHANGES UNDER
THE TRUST INDENTURE REFORM ACT OF 1990
A. The definition of "Trust Indenture Act" in
Section 101 of the Indenture is amended to add to such
definition the phrase ", as amended by the Trust Indenture
Reform Act of 1990 and" after the date "1939" in the second
line of such definition.
B. Section 102 of the Indenture is amended to add
to such Section:
(i) the parenthetical phrase "(including any
covenants compliance with which constitutes a condition
precedent)" following the words "precedent" in each of
the sixth and tenth lines, respectively, of the first
paragraph of such Section; and
3
(ii) the parenthetical phrase "(other than annual
certificates provided pursuant to Section 1004)"
following the word "Indenture" in the third line of the
second paragraph of such Section.
C. Section 104(g) of the Indenture is amended to
read in its entirety as follows:
"If the Company shall solicit from the Holders any
request, demand, authorization, direction, notice,
consent, waiver or other Act, or for the purpose of
determining the identity of Holders entitled to vote or
consent to any action authorized or permitted by
Sections 512 or 513 of this Indenture, the Company may,
at its option, by or pursuant to a Board Resolution,
fix in advance a record date for the determination of
Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or
other Act, but the Company shall have no obligation to
do so. For the purpose of determining the identity of
Holders entitled to vote or consent to any action
authorized or permitted by Sections 512 or 513 of this
Indenture, the record date shall be the later of
15 days prior to the first solicitation of such consent
or the date of the most recent list of Holders
furnished to the Trustee pursuant to Section 701 of
this Indenture prior to such solicitation. If such a
record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or
other Act may be given before or after such record
date, but only the Holders of record at the close of
business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders
of the requisite proportion of Outstanding Securities
have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the
Outstanding Securities shall be computed as of such
record date; provided that no such authorization,
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agreement or consent by the holders on such record date
shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture
not later than six months after the record date."
D. Section 107 of the Indenture is amended to
read in its entirety as follows:
"If any provision hereof limits, qualifies or conflicts
with the duties imposed by any of Sections 310
4
through 317, inclusive, of the Trust Indenture Act
through the operation of Section 318(c) thereof, such
imposed duties shall control."
E. Section 608 of the Indenture is amended to
read in its entirety as follows:
"The Trustee for the Securities of any series issued
hereunder shall be subject to the provisions of Sec-
tion 310(b) of the Trust Indenture Act during the
period of time provided for therein. 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 this Indenture with respect to
Securities of any particular series of Securities other
than that series. Nothing herein shall prevent the
Trustee from filing with the Commission the application
referred to in the penultimate paragraph of Sec-
tion 310(b) of the Trust Indenture Act."
F. Section 609 of the Indenture is amended to
read in its entirety as follows:
"There shall at all times be a Trustee hereunder for
each series of Securities, which shall be at all times
either
(i) a corporation organized and doing business
under the laws of the United States of America or
of any State or the District of Columbia,
authorized under such laws to exercise corporate
trust powers and subject to supervision or
examination by Federal, State or District of
Columbia authority, or
(ii) a corporation or other Person organized and
doing business under the laws of a foreign govern-
ment that is permitted to act as Trustee pursuant
to a rule, regulation or order of the Commission,
authorized under such laws to exercise corporate
trust powers, and subject to supervision or
examination by authority of such foreign govern-
ment or a political subdivision thereof substan-
tially equivalent to supervision or examination
applicable to United States institutional
trustees,
5
in either case having a combined capital and surplus of at
least $50,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or to require-
ments of the aforesaid supervising or examining authority,
then for the purposes of this Section 609, 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 common control with the Company
shall serve as Trustee for the Securities of any series
issued hereunder. If at any time the Trustee for the
Securities of any series shall cease to be eligible in
accordance with the provisions of this Section 609, it shall
resign immediately in the manner and with the effect
hereinafter specified in this Article Six."
G. Section 610(d)(1) of the Indenture is amended
to:
(i) delete the phrase "Section 608(a)" after the
word "with" in the first line thereof and to add the
phrase "Section 310(b) of the Trust Indenture Act" in
substitution for such deleted phrase; and
(ii) to 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".
H. Section 613 of the Indenture is hereby amended
to:
(i) substitute the word "three" for the word
"four" in the fourth line of subsection (a) thereof;
(ii) substitute the word "three" for the word
"four" in the fourth line of subsection (a)(1) thereof:
(iii) substitute the word "three" for the word
"four" in the fifth line of subsection (a)(2) thereof;
(iv) substitute the word "three" for the word
"four" in the fourth line of paragraph (B) thereof;
(v) substitute the word "three" for the word
"four" in the fifth and eleventh lines, respectively,
of paragraph (C) thereof;
6
(vi) substitute the word "three" for the word
"four" in the second line of the first full paragraph
immediately after paragraph (D) thereof;
(vii) substitute the word "three" for the word
"four" in the second and sixth lines, respectively, of
the third full paragraph after paragraph (D) thereof;
and
(viii) substitute the word "three" for the word
"four" in subparagraphs (i) and (ii) of the third full
paragraph after paragraph (D) thereof.
I. Section 703(a) of the Indenture is amended to:
(i) add the phrase "any of the following events
which may have occurred during the twelve months
preceding the date of such report (but if no such event
has occurred within such period, no report need be
transmitted)" immediately after the word "to" on the
fifth line of subsection (a) of Section 703;
(ii) add the phrase "any change to" immediately
after (1) of Section 703(a)(1) 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 such effect";
(iii) add a new subsection (2) thereto, which will
read in its entirety as follows:
"(2) the creation of or any material change to a
relationship specified in Section 310(b)(1)
through Section 310(b)(10) of the Trust Indenture
Act;"
(iv) change subsection number "(2)" to "(3)";
(v) change subsection numbers "(3)" and "(4)" to
"(4)" and "(5)", respectively, and add the phrase "any
change to" immediately after such subsection numbers;
and
(vi) change subsection numbers "(5)" and "(6)" to
"(6)" and "(7)", respectively.
7
J. Section 1004 of the Indenture is amended to
read in its entirety as follows:
"The Company will furnish to the Trustee, within
120 days after the end of each fiscal year of the
Company (which as of the date hereof ends on
December 31 of each year) ending after the date hereof
so long as any Security is Outstanding hereunder, a
certificate of the principal executive officer, the
principal financial officer or the principal accounting
officer of the Company, stating that in the course of
the performance by the signer of his or her duties as
such officer of the Company he or she would normally
obtain knowledge of any default by the Company in the
performance, observance or fulfillment of any covenant,
agreement or condition contained in this Indenture, and
stating whether or not, to the knowledge of the signer,
the Company has complied with all conditions,
agreements and covenants on its part contained in this
Indenture, and if the signer has obtained knowledge of
any default by the Company in the performance,
observance or fulfillment of any such condition,
agreement or covenant, specifying each such default and
the nature thereof (provided that, for purposes of this
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Section 1004, compliance shall be determined without
regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture)."
K. The Table of Contents of the Indenture is
amended to reflect the additions and deletions described in
this Second Supplemental Indenture.
II. AMENDMENTS TO THE INDENTURE AS A RESULT OF THE ADOPTION
OF THE D RULES
A. Section 303 of the Indenture is amended to
replace the third paragraph of such Section with the follow-
ing paragraph:
"At any time and from time to time after the
execution and delivery of this Indenture, the Company may
deliver Securities of any series, together with any Coupons
appertaining thereto, executed by the Company to the Trustee
for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authen-
ticate and deliver such Securities; provided, however, that,
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in connection with its original issuance, no Bearer Security
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(including any temporary Bearer Security issued pursuant to
Section 304 which is not a global Security) shall be mailed
or otherwise delivered to any location in the United States;
and provided further that a Bearer Security may be delivered
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outside the United States in connection with its original
issuance only if the Person entitled to receive such Bearer
Security (including any temporary Bearer Security issued
pursuant to Section 304 which is not a global Security)
shall have furnished a certificate in the form set forth in
Exhibit A.1 to this Indenture, dated the date of delivery of
such Bearer Security or, in the case of a Bearer Security to
be received in exchange for all or a portion of a temporary
global Security, no earlier than 15 days prior to the date
on which Euroclear or CEDEL S.A., as the case may be,
furnishes to the Common Depositary (as defined in
Section 304), in accordance with the procedures set forth in
Section 304, a certificate in the form set forth in
Exhibit A.2 to this Indenture relating to all or such
portion of such temporary global Security. If any Security
shall be represented by a definitive global Security in
bearer form, then, for purposes of this Section and Sec-
tion 304, the notation of a beneficial owner's interest
therein upon original issuance of such Security or upon
exchange of a portion of a temporary global Security shall
be deemed to be delivery in connection with its original
issuance of such beneficial owner's interest in such defini-
tive global Security in bearer form. Except as permitted by
Section 306, the Trustee shall not authenticate and deliver
any Bearer Security unless all appurtenant Coupons for
interest then matured have been detached and canceled."
B. Section 304 of the Indenture is amended to
read in its entirety as follows:
"Pending the preparation of definitive Securities
of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered
form or, if authorized, in bearer form with one or more
Coupons or without Coupons, and with such appropriate
insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as
evidenced conclusively by their execution of such
Securities. Such temporary Securities may be in global
form.
9
Except in the case of temporary global Securities
in bearer form (which shall be exchanged in accordance with
the provisions of the following two paragraphs), if
temporary Securities of any series are issued, the Company
will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation
of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency
of the Company maintained pursuant to Section 1002 in a
Place of Payment for such series for the purpose of
exchanges of Securities of such series, without charge to
the Holder. Upon surrender for cancelation of any one or
more temporary Securities of any series (accompanied by any
unmatured Coupons appertaining thereto) the Company shall
execute and the Trustee shall authenticate and deliver in
exchange therefor a like aggregate principal amount of
definitive Securities of the same series and of like tenor
or authorized denominations and having the same terms and
conditions; provided, however, that no definitive Bearer
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Security shall be delivered in exchange for a temporary
Registered Security; and provided further that a definitive
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Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the
conditions set forth in Section 303.
If temporary global Securities of any series are
issued in bearer form, any such temporary global Securities
in bearer form shall, unless otherwise provided therein, be
delivered to the London office of a depositary or common
depositary (the "Common Depositary"), for the benefit of
Euroclear and CEDEL S.A., for credit to the respective
accounts of the beneficial owners of such Securities (or to
such other accounts as they may direct). Without
unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any
such temporary global Security in bearer form (the "Exchange
Date"), the Company shall deliver to the Trustee definitive
Securities, in aggregate principal amount equal to the
principal amount of such temporary global Security, executed
by the Company. On or after the Exchange Date such
temporary global Security shall be surrendered by the Common
Depositary to the Trustee or an Authenticating Agent, as the
Company's agent for such purpose, to be exchanged, in whole
or from time to time in part, for definitive Securities
without charge and the Trustee or an Authenticating Agent
shall authenticate and deliver, in exchange for each portion
of such temporary global Security, an equal aggregate
principal amount of definitive Securities of the
10
same series of authorized denominations and of like tenor as the
portion of such temporary global Security to be exchanged. The
definitive Securities to be delivered in exchange for any
such temporary global Security in bearer form shall be in
bearer form, registered form, definitive global form
(registered or bearer), or any combination thereof, as
specified as contemplated by Section 301, and, if any
combination thereof is so specified, as requested by the
beneficial owner thereof; provided, however, that, unless
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otherwise specified in such temporary global Security in
bearer form, upon such presentation by the Common Deposi-
tary, such temporary global Security in bearer form shall be
accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euroclear as to the portion of
such temporary global Security in bearer form held for its
account then to be exchanged and a certificate dated the
Exchange Date or a subsequent date and signed by CEDEL S.A.
as to the portion of such temporary global Security in
bearer form held for its account then to be exchanged, each
in the form set forth in Exhibit A.2 to this Indenture; and
provided further that definitive Bearer Securities shall be
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delivered in exchange for a portion of a temporary global
Security in bearer form only in compliance with the require-
ments of Section 303.
Unless otherwise specified in such temporary
global Security in bearer form, the interest of a beneficial
owner of Securities of a series in a temporary global
Security in bearer form shall be exchanged for definitive
Securities of the same series and of like tenor following
the Exchange Date when the beneficial owner instructs
Euroclear or CEDEL S.A., as the case may be, to request such
exchange on his behalf and delivers to Euroclear or CEDEL
S.A., as the case may be, a certificate in the form set
forth in Exhibit A.1 to this Indenture, dated no earlier
than 15 days prior to the date on which Euroclear or
CEDEL S.A., as the case may be, furnishes to the Common
Depositary in accordance with the preceding paragraph a
certificate in the form set forth in Exhibit A.2 to this
Indenture that relates to the interest to be exchanged for
definitive Securities. Copies of the certificate in the
form set forth in Exhibit A.1 to this Indenture in blank
shall be available from the offices of Euroclear, CEDEL
S.A., the Trustee, any Authenticating Agent appointed for
such series of Securities and any Paying Agent appointed for
such series of Securities. Unless otherwise specified in
such temporary global Security in bearer form, any such
exchange shall be made free of charge to the beneficial
owners of such temporary global Security in bearer form,
11
except that a Person receiving definitive Securities must
bear the cost of insurance, postage, transportation and the
like in the event that such Person does not take delivery of
such definitive Securities in person at the offices of
Euroclear or CEDEL S.A. The definitive Securities in bearer
form to be delivered in exchange for any portion of a
temporary global Security in bearer form shall be delivered
only outside the United States.
Until exchanged in full as hereinabove provided,
the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as
definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless
otherwise specified as contemplated by Section 301, no
interest shall be payable on a temporary global Security in
bearer form on an Interest Payment Date occurring after the
applicable Exchange Date, and any interest payable on a
temporary global Security in bearer form on an Interest
Payment Date for Securities of such series occurring prior
to the applicable Exchange Date shall be payable to
Euroclear and CEDEL S.A. on such Interest Payment Date only
upon delivery by Euroclear and CEDEL S.A. to the Trustee or
principal Paying Agent and Authenticating Agent of a
certificate or certificates in the form set forth in
Exhibit A.3 to this Indenture, for credit without further
interest on or after such Interest Payment Date to the
respective accounts of the Persons who are the beneficial
owners of such temporary global Security in bearer form (or
to such other accounts as they may direct) on such Interest
Payment Date and who have each delivered to Euroclear or
CEDEL S.A., as the case may be, a certificate in the form
set forth in Exhibit A.4 to this Indenture. Any interest so
received by Euroclear and CEDEL S.A. and not paid as herein
provided shall be returned to the Trustee or principal
Paying Agent immediately prior to the expiration of two
years after such Interest Payment Date in order to be repaid
to the Company in accordance with Section 1003."
C. Exhibit A.1 to this Second Supplemental
Indenture replaces Exhibit A.1 to the Indenture.
D. Exhibit A.4 to this Second Supplemental
Indenture replaces Exhibit A.4 to the Indenture.
III. GENERAL PROVISIONS
A. The recitals contained herein shall be taken
as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of same. The Trustee
12
makes no representation as to the validity of this Second
Supplemental Indenture. The Indenture, as supplemented and
amended by this Second Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.
B. This instrument may be executed in any number
of counterparts, each of which so executed shall be deemed
to be an original, but all such counterparts shall together
constitute but one and the same instrument.
C. This Second Supplemental Indenture shall be
deemed to be a contract under the laws of the State of New
York and for all purposes shall be governed by and construed
in accordance with the laws of said State.
IN WITNESS WHEREOF, the parties hereto have caused
this Second Supplemental Indenture to be duly executed, and
their corporate seals to be hereunto affixed and attested,
all as of the day and year first above written.
▇▇▇▇▇ ▇▇▇▇▇▇ GROUP INC.
by /s/
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Title:
(SEAL)
Attest:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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CHEMICAL BANK DELAWARE,
as Trustee
by /s/
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Senior Trust Officer
(SEAL)
Attest:
/s/
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Assistant Secretary
EXHIBIT A
[FORMS OF CERTIFICATION]
EXHIBIT A.1
[FORM OF CERTIFICATE TO BE GIVEN BY
PERSON ENTITLED TO RECEIVE BEARER SECURITY]
CERTIFICATE
▇▇▇▇▇ ▇▇▇▇▇▇ GROUP INC.
[Insert title or sufficient description
of Securities to be delivered]
This is to certify that as of the date hereof, and
except as set forth below, the above-captioned Securities
(i) are owned by a person that is not a United States
person, (ii) are owned by a United States person that is
(A) the foreign branch of a United States financial institu-
tion (as defined in U.S. Treasury Regulations Sec-
tion 1.165-12(c)(1)(v)) (a "financial institution") purchas-
ing for its own account or for resale, or (B) a United
States person who acquired the Securities through the
foreign branch of a United States financial institution and
who holds the Securities through the financial institution
on the date hereof (and in either case (A) or (B), the
financial institution hereby agrees to comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regula-
tions thereunder), or (iii) are owned by a financial insti-
tution for purposes of resale during the Restricted Period
(as defined in U.S. Treasury Regulations Sec-
tion 1.163-5(c)(2)(i)(D)(7)). In addition, financial
institutions described in clause (iii) of the preceding
sentence (whether or not also described in clause (i) or
(ii)) certify that they have not acquired the Securities for
purposes of resale directly or indirectly to a United States
person or to a person within the United States or its
possessions.
As used herein, "United States person" means any
citizen or resident of the United States, any corporation,
partnership or other entity created or organized in or under
the laws of the United States or any political subdivision
thereof, or any estate or trust the income of which is
subject to United States Federal income taxation regardless
of its source, and "United States" means the United States
of America (including the States and the District of
2
Columbia), its territories, its possessions, the
Commonwealth of Puerto Rico and other areas subject to its
jurisdiction.
We undertake to advise you by telex if the above
statement as to beneficial ownership is not correct on the
date of delivery of the above-captioned Securities in bearer
form as to all of such Securities.
We understand that this certificate may be
required in connection with certain tax legislation in the
United States. If administrative or legal proceedings are
commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably author-
ize you to produce this certificate or a copy thereof to any
interested party in such proceedings.
Dated: 19
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[To be dated on or after the
----------------------------
date determined as provided in
------------------------------
the Indenture]
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[Name of Person Entitled to
Receive Bearer Security]
--------------------------------
(Authorized Signature)
Name:
Title:
EXHIBIT A.4
[FORM OF CERTIFICATE TO BE GIVEN BY BENEFICIAL OWNERS
TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE]
CERTIFICATE
▇▇▇▇▇ ▇▇▇▇▇▇ GROUP INC.
[Insert title or sufficient
---------------------------
description of Securities]
--------------------------
This is to certify that as of the Interest Payment
Date on [Insert Date] and except as provided in the third
paragraph hereof, the above-captioned Securities held by you
for our account are beneficially owned by (i) a person that
is not a United States person, (ii) a United States person
that is (A) the foreign branch of a United States financial
institution (as defined in U.S. Treasury Regulations Sec-
tion 1.165-12(c)(1)(v)) (a "financial institution") purchas-
ing for its own account or for resale, or (B) a United States
person who acquired the Securities through the foreign branch
of a United States financial institution and who holds the
Securities through the financial institution on the date
hereof (and in either case (A) or (B), the financial insti-
tution hereby agrees to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder),
or (iii) a financial institution for purposes of resale
during the Restricted Period (as defined in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)). In addition, if
the beneficial owner is a financial institution described in
clause (iii) of the preceding sentence (whether or not also
described in clause (i) or (ii)) it certifies that it has
not acquired the Securities for purposes of resale directly
or indirectly to a United States person or to a person
within the United States or its possessions.
As used herein, "United States person" means any
citizen or resident of the United States, any corporation,
partnership or other entity created or organized in or under
the laws of the United States or any political subdivision
thereof, or any estate or trust the income of which is
subject to United States Federal income taxation regardless
of its source, and "United States" means the United States
of America (including the States and the District of Colum-
bia), its territories, its possessions, the Commonwealth of
Puerto Rico and other areas subject to its jurisdiction.
2
This certificate excepts and does not relate to
U.S. $ principal amount of the above-captioned
Securities appearing in your books as being held for our
account as to which we are not yet able to certify and as to
which we understand interest cannot be credited unless and
until we are able to so certify.
We understand that this certificate may be
required in connection with certain tax legislation in the
United States. If administrative or legal proceedings are
commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably author-
ize you to produce this certificate or a copy thereof to any
interested party in such proceedings.
Date: 19
--------- --
[To be dated on or after
------------------------
the 15th day before the
-----------------------
relevant Interest Payment Date]
-------------------------------
[Name of Person Entitled to
Receive interest]
-------------------------------
(Authorized Signature)
Name:
Title: