Exhibit 4(ii)(g)(a)
RESOLUTIONS OF THE DEBT PRICING COMMITTEE
OF THE BOARD OF DIRECTORS OF
UNITED DOMINION REALTY TRUST, INC.
ADOPTED BY UNANIMOUS WRITTEN CONSENT
The undersigned members of the Debt Pricing Committee established by the
resolutions adopted February 22, 2000 (the "Resolutions") of the Board of
Directors of United Dominion Realty Trust, Inc. (the "Company"), by and in
accordance with the authority granted to the Debt Pricing Committee in the
Resolutions, do hereby adopt, by unanimous written consent, the following
resolutions, terms used and not otherwise defined herein being defined in the
Resolutions and in the Indenture (as defined below):
WHEREAS, the Debt Pricing Committee has determined to designate a series of
Securities, which are herein referred to as the "Notes" pursuant to the
Indenture dated as of November 1, 1995 (the "Indenture"), from the Company to
First Union National Bank, as Trustee (the "Trustee"); and
WHEREAS, the Debt Pricing Committee has determined to offer and sell the
Notes to Banc of America Securities LLC, First Union Securities, Inc., Chase
Securities Inc., Donaldson, Lufkin & Jenrette Securities Corporation and Merrill
Lynch, Pierce, Fenner & Smith Incorporated (collectively, the "Underwriters"),
pursuant to an underwriting agreement between the Company, the Operating
Entities (as defined in the Underwriting Agreement) and the Underwriters and a
related pricing agreement between the Company, the Operating Entities and the
Underwriters (together, the "Underwriting Agreement") for reoffering by the
Underwriters to the public.
NOW THEREFORE BE IT RESOLVED, that in accordance with Section 301 of the
Indenture, the following terms of the Notes are hereby established (terms not
defined in these resolutions having the definitions specified in the Indenture):
1. The Notes shall constitute a series of Securities having the title
"8.625% Notes Due 2003."
2. The aggregate principal amount of the Notes that may be
authenticated and delivered under the Indenture (except for Notes
authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306
or 906 of the Indenture) shall be $100,000,000. Notwithstanding the
foregoing, this series of Securities may be reopened, without the consent
of the Holders, for issuances of additional Notes so long as any such
additional Notes carry the same rights to accrued and unpaid interest, and
otherwise have the same terms and provisions and are in substantially the
same form, as the Notes then outstanding.
3. The entire outstanding principal of the Notes shall be payable on
March 15, 2003.
4. The rate at which the Notes shall bear interest shall be 8.625%
per annum; the date from which such interest shall accrue shall be March 3,
2000 or the most recent Interest Payment Date to which interest has been
paid or duly provided for; the Interest Payment Dates on which such
interest will be payable shall be March 15 and September 15 of each year,
commencing September 15, 2000; the Regular Record Dates for the interest
payable on the Notes on any Interest Payment Date shall be the March 1 or
September 1 next preceding an Interest Payment Date; and the basis upon
which interest shall be calculated shall be that of a 360-day year
consisting of twelve 30-day months.
5. The Borough of Manhattan, The City of New York, Charlotte, North
Carolina, and Richmond, Virginia, are each designated as a Place of Payment
for the Notes; the office or agency of the Company where Notes may be
presented or surrendered for payment, where Notes may be surrendered for
registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Notes and the Indenture may be served,
shall initially be (i)in the Borough of Manhattan, The City of New York,
the office of the Trustee at 40 Broad Street, Suite 55, New York, New York
10004 and (ii) in Charlotte, North Carolina, the Corporate Trust Operations
Office of the Trustee at 1525 West W.T. Harris Boulevard, 3C3, Charlotte,
North Carolina 28262-1153, and (iii) in Richmond, Virginia, the Corporate
Trust Office of the Trustee at 800 East Main Street, Lower Mezzanine,
Richmond, Virginia 23219. The Trustee is hereby appointed as initial Paying
Agent, transfer agent and Securities Registrar for the Notes.
6. The Notes shall not be subject to redemption at the option of the
Company or subject to redemption at the option of the Holders and will not
be subject to any mandatory sinking fund requirements.
7. Neither payments of principal of nor interest on the Notes shall
be determined with reference to an index, formula or other similar method.
8. Neither principal of nor interest on the Notes shall be payable in
a currency other than that in which they are denominated.
9. The Notes shall be issuable only as Registered Securities in
permanent global form (without coupons) and will be issued in denominations
of $1,000 and integral multiples thereof. Beneficial owners of interests in
the permanent global Note may exchange such interests for definitive
certificated Notes registered in a name other than that of the Depository
or its nominee only in the manner provided in Section 305 of the Indenture.
DTC shall be the depository with respect to the permanent global Note Due
2000. The form of such permanent global Note attached hereto as Exhibit A
is hereby approved, with such changes therein as the officer executing the
same on behalf of the Company shall approve, such approval to be
conclusively evidenced by the execution thereof. In the event that the
Notes in definitive certificated form are issued under the circumstances
contemplated by Section 305 of the Indenture, such Notes shall be in
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substantially the same form as the permanent global Note Due 2000, except
they shall not bear the legend set forth on Exhibit A and shall have such
further changes as may be approved by any officer of the Company executing
such certificates on behalf of the Company, such approval to be
conclusively evidenced by such execution.
10. Except as provided in Section 307 of the Indenture with respect
to Defaulted Interest, interest on any Note shall be payable only to the
Person in whose name that Note (or one or more Predecessor Securities
thereof) is registered at the close of business on the Regular Record Date
for such interest.
11. Sections 1402 and 1403 of the Indenture shall be applicable to
the Notes.
12. The Company shall not pay Additional Amounts as contemplated by
Section 1011 of the Indenture on the Notes.
RESOLVED, that the Notes shall be sold to the Underwriters at a price equal
to 99.526% of the principal amount thereof, plus accrued and unpaid interest
thereon, if any, and the initial public offering price of the Notes shall be
99.876% of the principal amount thereof plus any accrued and unpaid interest
thereon, if any; and further
RESOLVED, that, on behalf of the Company, in its own right, as general
partner of United Dominion Realty, L.P. (the "Operating Partnership"), and as
sole member of UDRT of North Carolina, L.L.C. ("North Carolina"), this Committee
hereby approves the Underwriting Agreement, substantially in the form presented
to this Committee in connection with the adoption of these resolutions; and
further
RESOLVED, that each of the Chairman, President and Chief Executive Officer,
the Executive Vice President and Chief Financial Officer, the Senior Vice
President of Finance and the Senior Vice President, Secretary and General
Counsel is authorized, in the name and on behalf of the Company, in its own
right, and, where appropriate, as general partner of the Operating Partnership
and as sole member of North Carolina, and (in the case of the certificates
evidencing the Notes) under its corporate seal attested by its Secretary or an
Assistant Secretary, to execute and deliver the Notes and the Underwriting
Agreement, substantially in the respective forms approved hereby, with such
changes as shall have been approved by the executing officer, such approval to
be conclusively evidenced by the execution (by manual or facsimile signature)
thereof by the executing officer), provided that any such change shall be
consistent with all determinations made by the Debt Pricing Committee in these
resolutions; and further
RESOLVED, that the form, terms and provisions of the Indenture, and the
execution and delivery thereof by the officers of the Company who signed and
attested the Indenture, be, and the same hereby are, ratified, confirmed and
approved in all respects; and further
RESOLVED, that all officers of the Company are, and each of them acting
singly is hereby authorized, in the name and on behalf of the Company, to make,
execute and deliver or cause to be made, executed and delivered, and to evidence
the approval of the Board of Directors and this Debt Pricing Committee of, all
such officers' certificates, depository agreements, letters of representation or
other agreements or arrangements necessary or appropriate in connection with the
administration of any book-entry arrangements for the Notes and such other
agreements,
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undertakings, documents or instruments, and to perform all such acts and make
all such payments, as may, in the judgment of any such officer, be necessary,
appropriate or desirable to effectuate the purpose of these resolutions,
including the performance of the obligations of the Company under the Indenture,
the Notes and the Registration Statement, and the obligations of the Company,
the Operating Partnership and North Carolina under the Underwriting Agreement or
any other agreement, undertaking, document or instrument referred to herein or
therein; and further
RESOLVED, that and any and all action heretofore taken by the officers of
the Company pursuant to the authority conferred by the preceding resolutions and
consistent therewith is ratified, approved and confirmed.
The foregoing resolutions are effective as of February 29, 2000. The
undersigned waive any and all notice requirements with respect to the actions
taken hereby.
March __, 2000 ____________________________________
John P. McCann
March __, 2000 ____________________________________
A. William Hamill
March __, 2000 ____________________________________
Kevin W. Walsh
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EXHIBIT A
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company (as
defined below) 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.
REGISTERED PRINCIPAL AMOUNT
No.:R1 $100,000,000
CUSIP No.: 910197AG7
UNITED DOMINION REALTY TRUST, INC.
8.625% NOTE DUE 2003
UNITED DOMINION REALTY TRUST, INC., a Virginia corporation (hereinafter
called the "Company," which term shall include any successor corporation under
the Indenture hereinafter referred to), for value received, hereby promises to
pay to CEDE & CO., or registered assigns, upon presentation, the principal sum
of ONE HUNDRED MILLION DOLLARS on March 15, 2003, and to pay interest on the
outstanding principal amount thereon from March 3, 2000, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on March 15 and September 15 in each year, commencing
September 15, 2000, at the rate of 8.625% per annum, until the entire principal
amount hereof is paid or made available for payment. Interest on this Note shall
be calculated on the basis of a 360-day year consisting of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more Predecessor Notes) is registered at the
close of business on the Regular Record Date for such interest which shall be
the March 1 or September 1 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date, and may either be paid to the Person in whose name
this Note (or one or more Predecessor Notes) 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 Notes of
this series not more than 15 days and not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture. Payment of the principal of and interest
on this Note will be made at the office or agency of the Company maintained for
that purpose in the City of Richmond, State of Virginia, or elsewhere as
provided in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may
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be made by (i) check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register kept for the Notes pursuant
to Section 305 of the Indenture (the "Note Register") or (ii) transfer to an
account of the Person entitled thereto located inside the United States.
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued and to be issued in one or more series under
an Indenture, dated as of November 1, 1995 (herein called the "Indenture"),
between the Company and First Union National Bank (formerly First Union National
Bank of Virginia) (herein called the "Trustee," which term includes any
successor trustee under the Indenture with respect to the Notes), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered. This
Note is one of the series designated as the "8.625% Notes Due 2003," initially
limited in aggregate principal amount to $100,000,000.
This Note is not redeemable at the option of the Company.
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company on this Note and (b) certain restrictive
covenants and the related defaults and Events of Default applicable to the
Company, in each case, upon compliance by the Company with certain conditions
set forth in the Indenture, which provisions apply to this Note.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
As provided in and subject to the provisions of the Indenture, the Holder
of this Note 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
Notes, the Holders of not less than 25% in principal amount of the Notes at the
time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity and the Trustee shall not have received from the
Holders of a majority in principal amount of the Notes at the time Outstanding 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 Note for the enforcement of any payment of principal hereof or any interest
on or after the respective due dates expressed herein.
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 Notes under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of not less
than a majority in principal amount of the Outstanding Notes. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Notes at the time Outstanding, on behalf of the Holders of all
Notes, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and
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their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note 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 Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, places and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the Note Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in any Place of Payment where the principal of and interest on this
Note are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar for the
Notes (the "Note Registrar") duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of this series,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or in this Note, or because of any indebtedness evidenced
thereby, shall be had against any promoter, as such or, against any past,
present or future shareholder, officer or director, as such, of the Company or
of any successor, either directly or through the Company or any successor, under
any rule of law, statute or constitutional provision or by the enforcement of
any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of this Note by
the Holder thereof and as part of the consideration for the issue of the Notes.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF VIRGINIA.
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Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused "CUSIP" numbers to be
printed on the Notes as a convenience to the Holders of the Notes. No
representation is made as to the correctness or accuracy of such CUSIP numbers
as printed on the Notes, and reliance may be placed only on the other
identification numbers printed hereon.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal this 3rd day of March, 2000.
UNITED DOMINION REALTY TRUST, INC.
By:__________________________________________
Name: Kevin W. Walsh
Title: Senior Vice President of Finance
[SEAL]
Attest:
By:_________________________________
Name: Katheryn E. Surface
Title: Senior Vice President and Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Notes of the series designated "8.625% Notes Due 2003"
pursuant to the within-mentioned Indenture.
FIRST UNION NATIONAL BANK,
as Trustee
By:_________________________________
Authorized Signatory
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
_______________________________
_______________________________.................................................
................................................................................
................................................................................
................................................................................
(Please Print or Typewrite Name and Address including
Zip Code of Assignee)
................................................................................
the within Note of United Dominion Realty Trust, Inc., and irrevocably
constitutes and appoints
................................................................................
Attorney to transfer said Note on the books of the within-named Company with
full power of substitution in the premises.
Dated: . . . . . ..............................................
.............................................
NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Note in every particular, without
alteration or enlargement or any change whatever.
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