exh4-h.htm


    Exhibit
4(h)

     

    MDU
RESOURCES GROUP, INC.

     

    OFFICER’S
CERTIFICATE

     

    _-S-_

     

    Establishing
the Form and Certain Terms of the

    [     ]%
Senior Notes due 20[   ]

     

    The
undersigned, Vernon A. Raile, Executive Vice President, Treasurer and Chief
Financial Officer of MDU Resources Group, Inc. (the “Company”) (all capitalized
terms used herein which are not defined herein but are defined in the Indenture
referred to below, shall have the meanings specified in the Indenture), pursuant
to a Board Resolution dated
[              ],
20[  ] and Sections 201 and 301 of the Indenture, does hereby certify
to The Bank of New York (the “Trustee”), as Trustee under the Indenture of the
Company dated as of December 15, 2003 (as heretofore supplemented, the
“Indenture”) that:

     

    
      	
              1.

            	
              The
      Securities of the second series to be issued under the Indenture (the
      “Notes”) shall be issued in a series designated
      “[     ]% Senior Notes due
      20[   ]”; the Notes shall be in substantially the form set
      forth in Exhibit A hereto; the Notes shall initially be issued in the
      aggregate principal amount of
      $[              ];
      however, the aggregate principal amount of Notes which may be
      authenticated and delivered under the Indenture is unlimited; and the
      Notes issued on the original issue date and any additional Notes issued
      thereafter shall be considered one and the same class of securities under
      the Indenture;

            


    

     

    
      	
              2.

            	
              The
      Notes shall mature and the principal shall be due and payable together
      with all accrued and unpaid interest thereon on
      [            ],
      20[   ], and the Company shall not have any right to extend
      the Maturity of the Notes as contemplated in Section 301(d) of the
      Indenture;

            


    

     

    
      	
              3.

            	
              The
      Notes shall bear interest as provided in the form thereof set forth in
      Exhibit A hereto; the Interest Payment Dates for the Notes shall be
      [           ] and
      [        ] of each year,
      commencing [        ],
      20[  ];

            


    

     

    
      	
              4.

            	
              Each
      installment of interest on the Notes shall be payable as provided in the
      form thereof set forth as Exhibit A hereto; the Company shall not have any
      right to extend any interest payment periods for the Notes as contemplated
      in Section 301(e) of the Indenture;

            


    

     

    
      	
              5.

            	
              The
      principal of, premium, if any, and each installment of interest on the
      Notes shall be payable and registration of transfers and exchanges in
      respect of the Notes may be effected, at the office or agency of the
      Company in The City of New York and as otherwise provided in the form of
      Note set forth in Exhibit A hereto; and notices and demands to or upon the
      Company in respect of the Notes may be served at the office or agency of
      the Company in The City of New York; the Corporate Trust Office of the
      Trustee will initially be the agency of the Company for such payment,
      registration and registration of transfers and exchanges and service of
      notices and demands, and the Company hereby appoints the Trustee as its
      agent for all such purposes; and the Trustee will initially be the
      Security Registrar and the Paying Agent for the Notes; provided, however,
      that the Company reserves the right to change, by one or more Officer’s
      Certificates, any such office or agency and such
  agent;

            


    

     

    
      	
              6.

            	
              The
      Regular Record Dates for the interest payable on any given Interest
      Payment Date with respect to the Notes shall be
      [                ]
      for the [          ]
      Interest Payment Date and
      [               ]
      for the [         ] Interest
      Payment Date;

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              The
      Notes are subject to redemption as provided in the form thereof set forth
      in Exhibit A hereto;

            


    

     

    
      	
              8.

            	
              The
      Notes are “Benefitted Securities” and shall have the benefit of the
      covenant of the Company contained in Section 707 of the
      Indenture;

            


    

     

    
      	
              9.

            	
              No
      service charge shall be made for the registration of transfer or exchange
      of the Notes; provided, however, that the Company may require payment of a
      sum sufficient to cover any tax or other governmental charge that may be
      imposed in connection with the exchange or
  transfer;

            


    

     

    
      	
              10.

            	
              The
      Notes shall be initially issued in global form registered in the name of
      Cede & Co. (as nominee for The Depository Trust Company (“DTC”);
      provided, that the Company reserves the right to provide for another
      depository, registered as a clearing agency under the Exchange Act, to act
      as depository for the global Notes (DTC and any such successor depository,
      the “Depository”); beneficial interests in Notes issued in global form may
      not be exchanged in whole or in part for individual certificated Notes in
      definitive form, and no transfer of a global Note in whole or in part may
      be registered in the name of any Person other than the Depository or its
      nominee except that (i) if the Depository (A) has notified the Company
      that it is unwilling or unable to continue as depository for the global
      Notes or (B) has ceased to be a clearing agency registered under the
      Exchange Act and, in either case, a successor depository for such global
      Notes has not been appointed, the Company will execute, and the Trustee,
      upon receipt of a Company Order for the authentication and delivery of
      definitive Notes, will authenticate and deliver Notes in definitive
      certificated form in an aggregate principal amount equal to the principal
      amount of the global Notes representing such Notes in exchange for such
      global Notes, such definitive Notes to be registered in the names provided
      by the Depository; each global Note (i) shall represent and shall be
      denominated in an amount equal to the aggregate principal amount of the
      outstanding Notes to be represented by such global Note (ii) shall be
      registered in the name of the Depository or its nominee, (iii) shall be
      delivered by the Trustee to the Depository, its nominee, any custodian for
      the Depository or otherwise pursuant to the Depository’s instruction and
      (iv) shall bear a legend restricting the transfer of such global Note to
      any person other than the Depository or its nominee; none of the Company,
      the Trustee, any Paying Agent or any Authenticating Agent will have any
      responsibility or liability for any aspect of the records relating to, or
      payments made on account of, beneficial ownership interests in a global
      Note or for maintaining, supervising or reviewing any records relating to
      such beneficial ownership interests; the Notes in global form will contain
      restrictions on transfer, substantially as described in the form set forth
      in Exhibit A hereto;

            


    

     

    
      	
              11.

            	
              None
      of the Trustee, the Security Registrar or the Company shall have any
      liability for any acts or omissions of the Depository for any transfers of
      beneficial interests in the Notes, for any Depository records of
      beneficial interests, for any transactions between the Depository and
      beneficial owners or in respect of any transfers effected by the
      Depository or by any participant members of the Depository or any
      beneficial owner of any interest in any Notes held through any such
      participant member of the
Depository;

            


    

     

    
      	
              12.

            	
              If
      the Company shall make any deposit of money and/or Eligible Obligations
      with respect to any Notes, or any portion of the principal amount thereof,
      as contemplated by Section 801 of the Indenture, the Company shall not
      deliver an Officer’s Certificate described in clause (z) in the first
      paragraph of said Section 801 unless the Company shall also deliver to the
      Trustee, together with such Officer’s Certificate,
  either:

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (A)           an
instrument wherein the Company, notwithstanding the satisfaction and discharge
of its indebtedness in respect of such Notes, shall assume the obligation (which
shall be absolute and unconditional) to irrevocably deposit with the Trustee or
Paying Agent such additional sums of money, if any, or additional Eligible
Obligations (meeting the requirements of Section 801), if any, or any
combination thereof, at such time or times, as shall be necessary, together with
the money and/or Eligible Obligations theretofore so deposited, to pay when due
the principal of and premium, if any, and interest due and to become due on such
Notes or portions thereof, all in accordance with and subject to the provisions
of said Section 801; provided, however, that such instrument may state that the
obligation of the Company to make additional deposits as aforesaid shall be
subject to the delivery to the Company by the Trustee of a notice asserting the
deficiency accompanied by an opinion of an independent public accountant of
nationally recognized standing, selected by the Trustee, showing the calculation
thereof; or

     

    (B)           an
Opinion of Counsel to the effect that, as a result of a change in law occurring
after the date of this certificate, the Holders of such Notes, or portions of
the principal amount thereof, will not recognize income, gain or loss for United
States federal income tax purposes as a result of the satisfaction and discharge
of the Company’s indebtedness in respect thereof and will be subject to United
States federal income tax on the same amounts, at the same times and in the same
manner as if such satisfaction and discharge had not been effected;

     

    
      	
              13.

            	
              The
      Company reserves the right to amend, without the consent or other action
      of any of the holders of Securities of the second series and any
      subsequent series, clauses (y) and (z) of Section 801 of the Indenture to
      read as follows:

            


    

     

    (y)           an
Officer’s Certificate and Opinion of Counsel, each stating that all conditions
precedent in the Indenture provided for relating to the deemed payment and, if
the Officer’s Certificate described in clause (z) below shall have been
delivered, satisfaction and discharge of such Securities have been complied
with; and

     

    (z)           if
the Company intends such deposit to satisfy and discharge its indebtedness in
respect of such Securities or portions thereof prior to the Maturity of such
Securities or portion thereof, an Officer’s Certificate stating the Company’s
intention that, upon delivery of such Officer’s Certificate, its indebtedness in
respect of such Securities or portions thereof will have been satisfied and
discharged as contemplated in this Section.

     

    With
respect to Securities of the second series, such clauses (y) and (z) of Section
801 shall be deemed to read as set forth above.

     

    With
respect to Securities of the second series, at any time before or after
depositing any money or Eligible Obligations with the Trustee under Article
Eight of the Indenture, the Company may by written notice to the Trustee
irrevocably waive any or all of its rights (1) to any residual interest in such
money or Eligible Obligations, including any interest earned or any excess
amounts, (2) to instruct the Trustee to sell or purchase Eligible Obligations or
otherwise invest money or proceeds held in trust pursuant to Section 803 of the
Indenture, (3) to provide investment advice to the Trustee with respect to such
money or Eligible Obligations, (4) to provide to the Trustee instructions or
advice of counsel for the Company as to matters arising in connection with the
Trustee’s servicing of the trust established pursuant to Section 803 of the
Indenture with respect to such money or Eligible Obligations, or (5) to any
involvement with such money, Eligible Obligations or the trust established
pursuant to Section 803 of the Indenture.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    The
Company reserves the right to amend, without the consent or other action of any
holders of Securities of the second series or any subsequent series, Section 706
of the Indenture to refer to Article Twelve rather than Article
Eleven.  With respect to Securities of the second series, the
reference to Article Eleven in Section 706 of the Indenture shall be deemed to
refer to Article Twelve.

     

    The
Company reserves the right to amend, without the consent or other action of any
holders of Securities of the second series or any subsequent series, clauses (a)
and (b) in the definition of “Outstanding” in the Indenture to read as
follows:

     

    (a)           Securities
theretofore paid, canceled or delivered to the Security Registrar for
cancellation;

     

    (b)           Securities
deemed to have been paid for all purposes of this Indenture in accordance with
Section 801 (whether or not the Company’s indebtedness in respect thereof shall
be satisfied and discharged for any other purpose) or deemed to have been paid
pursuant to the terms of such Securities;

     

    With
respect to Securities of the second series, such clauses (a) and (b) shall be
deemed to read as set forth above.

     

    
      	
              14.

            	
              The
      Eligible Obligations with respect to the Notes shall be Government
      Obligations;

            


    

     

    
      	
              15.

            	
              The
      Notes shall have such other terms and provisions as are provided in the
      form set forth in Exhibit A hereto;

            


    

     

    
      	
              16.

            	
              No
      Event of Default under the Indenture has occurred or is
      occurring;

            


    

     

    
      	
              17.

            	
              The
      undersigned has read all of the covenants and conditions contained in the
      Indenture, and the definitions in the Indenture relating thereto, relating
      to the issuance and authentication and delivery of the Notes and in
      respect of compliance with which this certificate is
  made;

            


    

     

    
      	
              18.

            	
              The
      statements contained in this certificate are based upon the familiarity of
      the undersigned with the Indenture, the documents accompanying this
      certificate, and upon discussions by the undersigned with officers and
      employees of the Company familiar with the matters set forth
      herein;

            


    

     

    
      	
              19.

            	
              In
      the opinion of the undersigned, he has made such examination or
      investigation as is necessary to enable him to express an informed opinion
      as to whether or not such covenants and conditions have been complied
      with; and

            


    

     

    
      	
              20.

            	
              In
      the opinion of the undersigned, such conditions and covenants, and all
      conditions precedent provided for in the Indenture (including any
      covenants compliance with which constitutes a condition precedent)
      relating to the authentication and delivery of the Notes requested in the
      accompanying Company Order have been complied
  with.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, I have executed this Officer’s Certificate this
[     ] day of
[             ],
20[  ].

     

    
      	 
      
	
              Vernon
      A. Raile,

            
	
              Executive
      Vice President, Treasurer

            
	
              and
      Chief Financial Officer

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Exhibit
A

     

    [FORM
OF NOTE]

     

    [Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to MDU Resources Group, Inc., or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]

    
 

     

    
      	
              No._______________

            	
              CUSIP
      No.

            


    

     

    MDU
RESOURCES GROUP, INC.

     

    [       ]%
SENIOR NOTES DUE 20[   ]

     

    MDU
RESOURCES GROUP, INC., a corporation duly organized and existing under the laws
of the State of Delaware (herein referred to as the “Company”, which term
includes any successor Person under the Indenture referred to below), for value
received, hereby promises to pay to

     

    or
registered assigns, the principal sum of _____________________ ($_________)
Dollars on [        ],
20[   ], and to pay interest on said principal sum semi-annually
in arrears on [        ]  and
[        ] of each year commencing
[        ], 20[  ] (each an
“Interest Payment Date”) at the rate of [     ]% per
annum until the principal hereof is paid or made available for
payment.  Interest on the Securities of this series will accrue from
and including
[               ],
20[  ], to and excluding the first Interest Payment Date to which
interest has been paid or duly provided for, and thereafter will accrue from and
including the last Interest Payment Date to which interest has been paid or duly
provided for.  No interest will accrue on the Securities of this
series with respect to the day on which the Securities of this series mature. In
the event that any Interest Payment Date is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of such
delay) with the same force and effect as if made on the Interest Payment Date.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on
[              ]
for the [        ] Interest Payment Date
and on [           ] for
the [        ] Interest Payment Date
(each a “Regular Record Date”) immediately preceding such Interest Payment Date,
except that interest payable at Maturity will be payable to the Person to whom
principal shall be paid.  Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture referred to herein.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    Payment
of the principal of (and premium, if any) and interest at Maturity on this
Security shall be made upon presentation of this Security at the office or
agency of the Company maintained for that purpose in The City of New York, in
the State of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that, at the option of the Company, interest on this
Security (other than interest payable at Maturity) may be paid by check mailed
to the address of the person entitled thereto, as such address shall appear on
the Security Register, and provided, further, that if such person is a
securities depositary, such payment may be made by such other means in lieu of
check as shall be agreed upon by the Company, the Trustee and such
person.

     

    All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture and in the Officer’s Certificate establishing
the terms of the Securities of this series.

     

    This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an
Indenture dated as of December 15, 2003 (herein, together with any amendments or
supplements thereto, called the “Indenture”, which term shall have the meaning
assigned to it in such instrument), between the Company and The Bank of New
York, as Trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture, for
a statement of the property mortgaged, pledged and held in trust, the nature and
extent of the security, the conditions upon which the Lien of the Indenture may
be released and to the Indenture, Board Resolutions and Officer’s Certificate
creating the series designated on the face hereof, for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and
delivered.  The acceptance of this Security shall be deemed to
constitute the consent and agreement by the Holder thereof to all of the terms
and provisions of the Indenture.  This Security is one of the series
designated on the face hereof.

     

    [Redemption
Provisions]

     

    [Notice
of redemption (other than at the option of the Holder) shall be given by mail to
Holders of Securities, not less than 30 days prior to the date fixed for
redemption, all as provided in the Indenture.  As provided in the
Indenture, notice of redemption at the election of the Company as aforesaid may
state that such redemption shall be conditional upon the receipt by the
applicable Paying Agent or Agents of money sufficient to pay the principal of
and premium, if any, and interest, if any, on this Security on or prior to the
date fixed for such redemption; a notice of redemption so conditioned shall be
of no force or effect if such money is not so received and, in such event, the
Company shall not be required to redeem this Security.

     

    In the
event of redemption of this Security in part only, a new Security or Securities
of this series of like tenor representing the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the cancellation
hereof.]

     

    The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security upon compliance with certain conditions set forth
in the Indenture.

     

    The
Indenture contains provisions for release of the Lien thereof upon compliance
with certain conditions set forth therein.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the
Indenture.

     

    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of all series to be directly affected.  The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.

     

    As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of a majority in aggregate principal amount of the
Securities of all series at the time Outstanding in respect of which an Event of
Default shall have occurred and be continuing shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not
have received from the Holders of a majority in aggregate principal amount of
Securities of all series at the time Outstanding in respect of which an Event of
Default shall have occurred and be continuing a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity.  The
foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed
herein.

     

    No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

     

    The
Securities of this series are issuable only in registered form without coupons
in denominations of $1,000 and integral multiples of $1,000 in excess
thereof.  As provided in the Indenture and subject to certain
limitations therein and herein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor and of authorized denominations, as requested by the Holder
surrendering the same.

     

    No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

     

    The
Company shall not be required to execute and the Security Registrar shall not be
required to register the transfer of or exchange of (a) Securities of this
series during a period of 15 days immediately preceding the date notice is given
identifying the serial numbers of the Securities of this series called for
redemption or (b) any Security so selected for redemption in whole or in part,
except the

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    unredeemed portion of any Security
being redeemed in part. The Company shall not be required to make transfers or
exchanges of the Securities of this series for a period of 15 days next
preceding an Interest Payment Date.

     

    The
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the absolute owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

     

    This
Security shall be governed by and construed in accordance with the laws of the
State of New York (including without limitation Section 5-1401 of the New York
General Obligations Law or any successor to such statute), except to the extent
that the Trust Indenture Act shall be applicable.

     

    As
provided in the Indenture, no recourse shall be had for the payment of the
principal of or premium, if any, or interest on any Securities, or any part
thereof, or for any claim based thereon or otherwise in respect thereof, or of
the indebtedness represented thereby, or upon any obligation, covenant or
agreement under the Indenture, against, and no personal liability whatsoever
shall attach to, or be incurred by, any incorporator, shareholder, member,
limited partner, officer, manager or director, as such, past, present or future
of the Company or of any predecessor or successor of the Company (either
directly or through the Company or a predecessor or successor of the Company),
whether by virtue of any constitutional provision, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly
agreed and understood that the Indenture and all the Securities are solely
corporate obligations and that any such personal liability is hereby expressly
waived and released as a condition of, and as part of the consideration for, the
execution of the Indenture and the issuance of the Securities.

     

    Unless
the certificate of authentication hereon has been executed by the Trustee
referred to herein by manual signature, this Security shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any
purpose.

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

     

    
      	
              MDU
      RESOURCES GROUP, INC.

               

               

            
	
              By:

            	 
      


    

     

     

     

    [FORM OF
CERTIFICATE OF AUTHENTICATION]

     

    CERTIFICATE
OF AUTHENTICATION

     

    This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

     

    Dated:

     

    
      	
              THE
      BANK OF NEW YORK, as Trustee

               

               

            
	
              By:

            	 
      
	 
      	
              Authorized
      Signatory

            


    

    


    
      
        
        

      

      
        A-5