Exhibit 4(b)
MGT426F
Action Taken by a Special Committee
Created by the Board of Directors of
USG Corporation
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WHEREAS, USG Corporation (the "Corporation") has entered into an Indenture,
dated as of October 1, 1986 (the "Indenture"), with Harris Trust and Savings
Bank (the "Trustee"), providing for the issuance from time to time of debt
securities(the "Securities") in one or more series under the Indenture; and
WHEREAS, the Corporation has filed a Registration Statement on Form S-3
(the "Registration Statement") with the Securities and Exchange Commission (the
"Commission") relating to the registration of $200 million aggregate principal
amount of Securities under the Securities Act of 1933, as amended; and
WHEREAS, the Board of Directors of the Corporation has established a
special committee of said Board of Directors, consisting of Robert J. Day,
Harry M. Stover and Eugene Miller (the "Special Committee"), which committee
has been authorized by said Board of Directors to take all actions relating to
the issuance of the Securities from time to time, including, without limitation,
determining and specifying the terms and the form of any of the Securities to be
issued under the Indenture by the Corporation and authorizing and approving an
underwriting agreement for the sale of the Securities; and
WHEREAS, in light of the inability of Eugene Miller to attend the meeting
of the Special Committee, Robert J. Day has designated William R. Hogan to
attend such meeting in the place of Eugene Miller; and
WHEREAS, the Corporation desires to create two series of Securities under
the Indenture and to make provision for the form and terms thereof, and to make
provision for certain other matters in connection with the issuance and sale of
the Securities; and
WHEREAS, capitalized terms used in these resolutions and not otherwise
defined herein are used with the same meaning ascribed to such terms in the
Indenture;
NOW, THEREFORE, BE IT RESOLVED: That the following resolutions are adopted
by the Special Committee effective December 16, 1986.
BE IT FURTHER RESOLVED: That there are hereby approved and established two
series of Securities under the Indenture, whose terms shall be as follows:
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(1) The series of Securities established hereby to be issued pursuant to
the Indenture shall be known and designated, respectively, as the "7-3/8% Senior
Notes Due 1991" (the "1991 Notes") and the "8% Senior Notes Due 1996" (the "1996
Notes") (the 1991 Notes and the 1996 Notes are hereinafter collectively referred
to as the "Notes").
(2) The aggregate principal amount of each of the 1991 Notes and the 1996
Notes is limited to $100,000,000 (except as provided in Section 2.01(2) of the
Indenture).
(3) The stated maturity of the principal of the 1991 Notes shall be
December 15, 1991, and the stated maturity of the principal of the 1996 Notes
shall be December 15, 1996.
(4) The 1991 Notes and the 1996 Notes shall bear interest at the rate of
7-3/8% per annum and 8% per annum, respectively, from December 15, 1986 or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, as the case may be, payable on each June 15 and December 15,
commencing June 15, 1987 until the principal amount thereof is paid or made
available for payment. Each June 15 and December 15 shall be an "Interest
Payment Date" for the Notes. The June 1 or December 1 (whether or not a
Business Day) next preceding an Interest Payment Date shall be the "Regular
Record Date" for the interest payable on such Interest Payment Date.
(5) The principal of and interest on the Notes shall be payable, and the
Notes shall be transferable and exchangeable, at the office or agency of the
Corporation maintained for that purpose in the City of Chicago, State of
Illinois; PROVIDED, HOWEVER, that at the option of the Corporation, payment of
interest may be made by check mailed to the address of the Holder entitled
thereto as such address shall appear in the Security Register.
(6) The Notes shall not be redeemable at the Corporation's option prior to
maturity.
(7) The Notes shall be issued only in denominations of $1,000 and integral
multiples thereof.
(8) The Notes shall be issued as Registered Securities only, in fully
registered form.
(9) The following additional covenants of the Corporation shall be added
for the benefit of the Notes:
DEFINITIONS APPLICABLE TO COVENANTS. The following definitions
shall be applicable to the covenants specified below:
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(i) "Attributable Debt" means as to any particular lease under
which any Person is at the time liable and at any date as of which the
amount thereof is to be determined, the total net amount of rent
required to be paid by such Person under such lease during the
remaining term thereof (including any period for which such lease has
been extended or may, at the option of the lessor, be extended),
discounted from the respective due dates thereof to such date at a
rate per annum equal to one-fourth of one percent above the rate per
annum borne by the 1996 Notes compounded semi-annually. The net
amount of rent required to be paid under any such lease for any
such period shall be the aggregate amount of the rent payable by the
lessee with respect to such period after excluding amounts required
to be paid on account of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges. In the case of any
lease which is terminable by the lessee upon the payment of a penalty,
such net amount shall also include the amount of such penalty, but no
rent shall be considered as required to be paid under such lease
subsequent to the first date upon which it may be so terminated.
(ii) "Consolidated Net Tangible Assets" means the aggregate
amount of assets (including investments in Unrestricted Subsidiaries,
but less applicable reserves and other properly deductible items)
after deducting therefrom (a) all liabilities and liability items
except Funded Debt, deferred income taxes and stockholders' equity,
and (b) all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other like in tangibles, in each case
computed in accordance with generally accepted accounting principles,
which under generally accepted principles would appear on a
consolidated balance sheet of the Corporation and its Restricted
Subsidiaries.
(iii) "Funded Debt" means any indebtedness for money borrowed
maturing on, or extendible at the option of the obligor to, a date
more than one year from the date of the determination thereof.
(iv) "Mortgage" means and includes any mortgage, pledge, lien,
security interest, conditional sale or other title retention agreement
or other similar encumbrance.
(v) "Principal Operating Property" means any principal
manufacturing plant, or distribution or
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research facility, and related raw material and other facilities
(other than facilities acquired subsequent to the date hereof for the
control or abatement of atmospheric pollutants or contaminants, water
pollution, noise, odor, or other pollution) which on the effective
date hereof or at any time subsequent thereto is located in the United
States and has been owned and operated by the Corporation or any
Subsidiary for more than 90 days, provided, however, that any
principal manufacturing plant, or distribution or research facility,
and related raw material and other facilities (not theretofore owned
by the Corporation or a Subsidiary) owned and operated by a
corporation which becomes a Subsidiary after the effective date hereof
shall not constitute a Principal Operating Property unless owned and
operated by such corporation for more than 90 days after it becomes a
Subsidiary; and provided, further, that the Board of Directors may by
Board Resolution declare that any plant is not of material importance
to the business of the Corporation and its Restricted Subsidiaries as
a whole, in which case such plant shall not be deemed to be a
Principal Operating Property.
(vi) "Restricted Subsidiary" means as of the date of
determination any Subsidiary which owns any Principal Operating
Property.
(vii) "Senior Funded Debt" means all Funded Debt, and all
renewals, extensions and refundings of Funded Debt, except
Subordinated Funded Debt.
(viii) "Subordinated Funded Debt" means (i) the Corporation's
4.85% Subordinated Sinking Fund Debentures due 1991 and (ii) any other
unsecured Funded Debt of the Corporation which is expressly made
subordinate and junior in rank and right of payment to the Notes in
the event of any insolvency or bankruptcy proceedings, and any
receivership, liquidation, reorganization or other similar proceedings
in connection therewith, relative to the Corporation or to its
creditors, as such, or to its property, and in the event of any
proceedings for voluntary liquidation, dissolutions or other winding
up of the Corporation, whether or not involving insolvency or
bankruptcy.
(ix) "Subsidiary" of the Corporation means any corporation at
least a majority of the shares of the Voting Stock (or the equivalent
thereof, in the case of corporations organized outside the United
States of America) of which shall at the time be owned, directly or
indirectly, by the Corporation or by one or more
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Subsidiaries or by the Corporation and one or more Subsidiaries.
(x) "Unrestricted Subsidiary" means any Subsidiary other than a
Restricted Subsidiary.
(xi) "Voting Stock", as applied to the stock of any corporation,
means stock of any class or classes (however designated) having
ordinary voting power for the election of a majority of the directors
of such corporation, other than stock having such power only by reason
of the happening of a contingency.
LIMITATION ON LIENS. So long as any Notes shall be Outstanding,
the Corporation will not itself, and will not permit any Restricted
Subsidiary to, incur, issue, assume, guarantee or suffer to exist any
indebtedness for money borrowed (indebtedness for money borrowed being
hereinafter in this paragraph called "Debt") secured by a Mortgage on
any Principal Operating Property of the Corporation or any Restricted
Subsidiary, or any shares of stock of or Debt of any Restricted
Subsidiary, without effectively providing that the Notes (together
with, if the Corporation shall so determine, any other Debt of the
Corporation or such Restricted Subsidiary then existing or thereafter
created which is not subordinated Debt) shall be secured equally and
ratably with (or, at the option of the Corporation, prior to) such
secured Debt so long as such secured Debt shall be so secured, unless,
after giving effect thereto, the aggregate amount of all such secured
Debt plus all Attributable Debt of the Corporation and its Restricted
Subsidiaries in respect of sale and leaseback transactions (as defined
in the following paragraph, but excluding leases exempt from the
prohibition of the following paragraph clauses (B) through (D),
inclusive, thereof) would not exceed 5% of Consolidated Net Tangible
Assets; provided, however, that this paragraph shall not apply to, and
there shall be excluded from secured Debt in any computation under
this paragraph, Debt secured by:
(A) Mortgages on, and limited to, property of, or on any
shares of stock of or Debt of, any corporation existing at the
time such corporation becomes a Restricted Subsidiary;
(B) Mortgages in favor of the Corporation or any Restricted
Subsidiary;
(C) Mortgages in favor of any governmental body to secure
progress, advance or other payments pursuant to any contract or
provision of any statute;
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(D) (i) if made and continuing in the ordinary course of
business, any Mortgage as security for the performance of any
contract or undertaking not directly or indirectly in connection
with the borrowing of money or the securing of Debt, or (ii) any
Mortgage with any governmental agency required or permitted to
qualify the Corporation or any Restricted Subsidiary to conduct
business, to maintain self-insurance or to obtain the benefits of
any law pertaining to workmen's compensation, unemployment
insurance, old age pensions, social security or similar matters;
(E) Mortgages for taxes, assessments or governmental
charges or levies if such taxes, assessments, governmental
charges or levies shall not at the time be due and payable, or if
the same thereafter can be paid without penalty, or if the same
are being contested in good faith by appropriate proceedings;
(F) Mortgages created by or resulting from any litigation
or legal proceeding which at the time is currently being
contested in good faith by appropriate proceedings; or Mortgages
arising out of judgements or awards as to which the time for
prosecuting an appeal or proceeding for review has not expired;
(G) Mortgages on, and limited to, property (including
leasehold estates), shares of stock or Debt existing at the time
of acquisition thereof (including acquisition through merger or
consolidation) or to secure the payment of all or any part of the
purchase price thereof or construction thereon or to secure any
Debt incurred prior to, at the time of, or within 120 days after
the later of the acquisition, the completion of construction or
the commencement of full operation of such property or within 120
days after the acquisition of such shares or Debt for the purpose
of financing all or any part of the purchase price thereof or
construction thereon; or
(H) any extension, renewal or replacement (or successive
extensions, renewals or replacements), as a whole or in part, of
any Mortgage referred to in the foregoing clauses (A) through
(G), inclusive, provided, that (i) such extension, renewal or
replacement Mortgage shall be limited to all or a part of the
same property, shares of stock or Debt that secured the Mortgage
extended, renewed or replaced (plus improvements on such
property) and (ii) the Debt secured by such Mortgage at such time
is not increased.
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LIMITATION ON SALE AND LEASEBACK. So long as any Notes shall be
Outstanding, except as hereinafter provided, the Corporation will not itself,
and it will not permit any Restricted Subsidiary to, enter into any transaction
with any bank, insurance company or other lender or investor, or to which any
such bank, company, lender or investor is a party, providing for the leasing by
the Corporation or a Restricted Subsidiary of any Principal Operating Property
owned at December 15, 1986 which has been or is to be sold or transferred by the
Corporation or a Restricted Subsidiary to such bank, company, lender or
investor, or to any Person to whom funds have been or are to be advanced by such
bank, company, lender or investor on the security of such Principal Operating
Property (herein referred to as a "sale and leaseback transaction"). This
covenant shall not apply to any sale and leaseback transaction if:
(A) the Corporation or such Restricted Subsidiary could create
Debt secured by a Mortgage pursuant to the preceding paragraph,
without regard to clauses (A) through (H) thereof, on the Principal
Operating Property to be leased in an amount equal to the Attributable
Debt with respect to such sale and leaseback transaction without
equally and ratably securing the Notes, or
(B) the Corporation or a Restricted Subsidiary, within 120 days
after the sale or transfer shall have been made by the Corporation or
by a Restricted Subsidiary, applies an amount equal to the greater of
the net proceeds from the sale of the Principal Operating Property
leased pursuant to such arrangement or the fair market value of the
Principal Operating Property so leased at the time of entering into
such arrangement (as determined in any manner approved by the Board of
Directors) to the retirement of Senior Funded Debt of the Corporation
or Funded Debt of a Restricted Subsidiary; provided, that the amount
to be applied to the retirement of Senior Funded Debt of the
Corporation or Funded Debt of a Restricted Subsidiary shall be reduced
by (i) the principal amount of any Notes (or other debentures or notes
constituting Senior Funded Debt of the Corporation or Funded Debt of a
Restricted Subsidiary) delivered within 75 days after such sale or
transfer to the Trustee or other applicable trustee for retirement and
cancellation and (ii) the principal amount of Senior Funded Debt of
the Corporation or Funded Debt of a Restricted Subsidiary, other than
Funded Debt included under clause (i), voluntarily retired by the
Corporation or a Restricted Subsidiary within 75 days after such sale.
Notwithstanding the foregoing, no retirement referred to in this
clause (B) may be effected by payment at maturity or pursuant to any
mandatory sinking fund payment or any mandatory prepayment provision,
or
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(C) the lease in such sale and leaseback transaction is for a
period, including renewals, of no more than three years, or
(D) such arrangement is between the Corporation and a Restricted
Subsidiary or between Restricted Subsidiaries.
(10) The following additional Event of Default shall be added for the
benefit of the Notes:
any event of default or events of default as defined in any
mortgages, indentures or instruments, under which there may be issued,
or by which there may be secured or evidenced, any indebtedness for
borrowed money of the Corporation or any Subsidiary in excess of
$50,000,000 principal amount in the aggregate, whether such
indebtedness now exists or shall hereafter be created, which shall
happen and shall result in such indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise
become due and payable, and such acceleration or accelerations shall
not be rescinded or annulled for a period of ten days after there has
been given, by registered or certified mail, to the Corporation by the
Trustee or to the Corporation and the Trustee by the Holders of at
least 25% in principal amount of the 1991 Notes or the 1996 Notes, as
the case may be, Outstanding, a written Notice specifying such event
of default or events of default and requiring the Corporation to cause
such acceleration or accelerations to be rescinded or annulled and
stating that such notice is a "Notice of Default" hereunder.
For all purposes of the Indenture, the foregoing Event of Default shall be
deemed to be an Event of Default described in (a), (b) or (c) of Section 6.01 of
the indenture.
(11) The following additional provisions shall be added for the
benefit of the Notes:
LIMITED MANDATORY REDEMPTION OBLIGATION.
(a) DEFINITIONS. For purposes of this provision, the following
definitions shall apply:
(i) "Affiliate" of a Person means any other Person
controlling, controlled by or under common control with such
Person, either solely with respect to the purchase or other
acquisition of Common Shares or otherwise.
(ii) "Common Shares" means the shares of Common Stock, $4.00
par value per share, of the Corporation.
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(iii) "Designated Event" means any one or more of the
following, which occurs subsequent to December 15, 1986:
(A) (1) the Corporation shall consolidate with or
merge into any other corporation or convey, transfer or
lease all or substantially all of its assets to any Person,
or (2) any Person shall consolidate with or merge into the
Corporation pursuant to a transaction in which the Common
Shares then outstanding are changed or exchanged;
(B) any Person (other than the Corporation or any
Subsidiary) shall purchase or otherwise acquire directly or
indirectly the beneficial ownership of Common Shares and
immediately after such purchase or acquisition such Person
and its Affiliates shall directly or indirectly beneficially
own in the aggregate twenty percent or more of the Common
Shares then outstanding;
(C) the Corporation or any Subsidiary shall purchase
or otherwise acquire directly or indirectly in one or more
transactions an aggregate of thirty percent or more of the
Common Shares outstanding on the date immediately prior to
the last such purchase or other acquisition; or
(D) the Corporation shall make any distribution or
distributions of cash, property or securities (other than
regular periodic cash dividends at a rate which is
substantially consistent with past practice, including with
respect to increases in dividends, and other than Common
Shares or rights to acquire Common Shares) to holders of
Common Shares, whether by means of dividend,
reclassification, recapitalization or otherwise, having an
aggregate, fair market value (as determined in good faith by
the Board of Directors, whose determination shall be
conclusive) in excess of an amount equal to (1) thirty
percent of the fair market value (based on the closing last
sale price of the Common Shares as reported in the Midwest
Edition of the WALL STREET JOURNAL) of all of the
Corporation's Common Shares outstanding on the date
immediately prior to the date of such distribution (or, if
there be more than one, the last such distribution), less
(2) all amounts expended by the Corporation and its
Subsidiaries (the amount expended, if other than in cash, to
be determined in good faith by
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the Board of Directors, whose determination shall be
conclusive) to purchase or otherwise acquire Common Shares
subsequent to December 15, 1986 and prior to the date of
such distribution (or, if there be more than one, the last
such more distribution).
(iv) "Person" means any Person as defined in the Indenture
but shall also include a group within the meaning of Section
13(d)(3) (or any successor provision) of the Securities Exchange
Act of 1934.
(v) For purposes of this paragraph (a), "beneficial
ownership" shall be determined in accordance with Rule 13d-3 (or
any successor rule) of the Securities and Exchange Commission
under the Securities and Exchange Act of 1934.
(b) MANDATORY REDEMPTION. If,
(i) a Designated Event shall occur at any time prior to
December 15, 1987 or a proposal to consummate a Designated Event
shall be publicly announced prior to December 15, 1987 and shall
thereafter occur, and
(ii) the Prevailing Rating of either series of the Notes by
Standard & Poor's Corporation or its successor ("S&P") or Moody's
Investors Service, Inc. or its successor ("Moody's") is less than
BBB- the case of S&P or Baa3 in the case of Moody's (A) on any
date within 60 days following the occurrence of such Designated
Event or (B) on any date in the event that such Prevailing Rating
is the result of a downgrade which the relevant rating agency has
publicly announced to have been caused solely by the occurrence
(or proposed occurrence) of such Designated Event and related
transactions,
then the Corporation (or its successor) shall redeem such series of Notes in
whole (except as provided in paragraph (d) below), upon not less than 30 days'
notice given as provided in the Indenture, at a redemption price of 100% of the
principal amount of such series of Notes plus accrued interest to the date of
redemption (provided that instalments of interest, the stated maturity of which
is on or prior to the date of redemption, shall be payable to the Holder of such
Notes, registered as such as the close of business on the relevant record dates,
according to the terms and provisions of Section 2.04 and 3.03 of the
Indenture). The date of redemption for any redemption required by this
paragraph (b) shall be not more than 75
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days following the earliest date on which the conditions specified in clause (i)
and (ii) above shall have been satisfied. Nothing contained in this paragraph
(b) shall require the Corporation to effect more than one redemption of a series
of the Notes, irrespective of any elections made by Holders pursuant to
paragraph (d) below.
(c) PREVAILING RATING. The "Prevailing Rating" of a series of the
Notes on any date shall be the rating of such series of the Notes by
S&P or Moody's as of the close of business on such date. The
Corporation shall take all reasonable action necessary to enable S&P
and Moody's to provide ratings for the Notes.
(d) ELECTION BY HOLDERS. Any Holder of Notes may elect not to
have redeemed all (but not less than all) the Notes held by such
Holder by delivering written notice of such election to the
Corporation (or an agent designated by the Corporation for such
purpose in the notice of redemption) by the close of business on the
fifteenth day preceding the date of redemption, which notice shall
specify the name of such Holder and shall identify the Notes which are
not to be redeemed and their aggregate principal amount. No such
notice shall be deemed to have been delivered until such notice is
actually received by the Corporation (or its agent).
(12) The provisions of Article Twelve of the Indenture relating to
defeasance of Securities shall be applicable to each series of the Notes,
except that Section 12.02 of the Indenture as it relates to each series of
the Notes shall be replaced by the following provision:
SATISFACTION, DISCHARGE AND DEFEASANCE OF NOTES. At the
Corporation's option, either (a) the Corporation shall be deemed to
have paid and discharged the entire indebtedness on all the
Outstanding Notes of a series and the Trustee, at the expense of the
Corporation, shall execute proper instruments acknowledging
satisfaction and discharge of such indebtedness, or (b) the
Corporation shall cease to be under any obligation to comply with any
term, provision, condition or covenant applicable to the Notes of a
series set forth in Section 11.01 of the Indenture, in item 9 of this
Resolution (I.E., the covenants regarding "Limitations on Liens" and
"Limitation on Sale and Leaseback") and in item 11 of this Resolution
(i.e., the provisions regarding "Limited Mandatory Repurchase
Obligation") when
(1) with respect to all Outstanding Notes of such series,
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(A) the Corporation shall have deposited or caused to be
deposited with the Trustee as trust funds in trust for the
purpose an amount sufficient to pay and discharge the entire
indebtedness of all Outstanding Notes of such series for
principal and interest to the stated maturity or any redemption
date (as contemplated by the penultimate paragraph hereof), as
the case may be; or
(B) the Corporation shall have deposited or caused to be
deposited with the Trustee as obligations in trust for the
purpose such amount of direct noncallable obligations of, or
noncallable obligations the payment of principal of and interest
on which is fully guaranteed by, the United States of America, or
to the payment of which obligations or guarantees the full faith
and credit of the United States of America is pledged, maturing
as to principal and interest in such amounts and at such times as
will, together with the income to accrue thereon (but without
reinvesting any proceeds thereof), be sufficient to pay and
discharge the entire indebtedness on all Outstanding Notes of
such series for principal and interest to the stated maturity or
any redemption date (as contemplated by the penultimate paragraph
hereof), as the case may be;
(2) the Corporation shall have paid or caused to be paid all
other sums payable with respect to the Outstanding Notes of such
series;
(3) if the Notes of such series are then listed on any national
securities exchange, the Corporation shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Corporation's
exercise of its option under this provision would not cause such Notes
to be delisted;
(4) no Event of Default or event (including such deposit) which
with notice or lapse of time would become an Event of Default with
respect to the Notes of such series shall have occurred and be
continuing on the date of such deposit;
(5) the Corporation shall have delivered to the Trustee an
Opinion of Counsel of nationally recognized tax counsel to the effect
that Holders of the Notes of such series will not recognize income,
gain or loss for Federal income tax purposes as a result of the
Corporation's exercise of its option under this provision and will be
subject to Federal income tax in the same amount and in the
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same manner and at the same times as would have been the case if such
option had not been exercised;
(6) the Corporation shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Corporation's exercise of
its option under this provision will not cause any violation of the
Investment Company Act of 1940, as amended, on the part of the
Corporation, the trust, the trust funds representing the Corporation's
deposit or the Trustee; and
(7) the Corporation shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to the Corporation's exercise of its
option under this provision have been complied with.
Any deposits with the Trustee referred to above shall be
irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. If any
Outstanding Notes of such series are to be redeemed prior to their
stated maturity, the applicable escrow trust agreement shall provide
therefor and the Corporation shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by
the Trustee in the name, and at the expense, of the Corporation.
For purposes of this provision, "discharged" means that the
Corporation shall be deemed to have paid and discharged the entire
indebtedness represented by, and obligations under, the Notes of such
series and to have satisfied all the obligations under this Indenture
relating to the Notes of such series (and the Trustee, at the expense
of the Corporation, shall execute proper instruments acknowledging the
same), except (x) the rights of Holders of Notes of such series to
receive, from the trust fund described above, payment of the principal
of and interest on such Notes when such payments are due, (y) the
Corporation's obligations with respect to the Notes of such series
under Sections 2.05, 2.07, 4.02 and 12.03 of the Indenture and (z) the
rights, powers, trusts, duties and immunities of the Trustee
hereunder.
BE IT FURTHER RESOLVED: That the form of the 1991 Note and 1996 Note
attached hereto is in all respects approve, and that the execution and
delivery of the Notes as provided in the Indenture is hereby authorized,
with such changes therein as the officer executing the same shall approve,
such execution to be conclusive evidence of such approval.
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BE IT FURTHER RESOLVED: That the form of Underwriting Agreement (the
"Underwriting Agreement") to be entered into by the Corporation and Salomon
Brothers Inc, as representative of the several underwriters named therein (the
"Underwriters"), a copy of which is attached hereto, is approved in all respects
and that the President, any Executive Vice President, any Senior Vice President
or any Vice President of the Corporation be, and each of them hereby is,
authorized, in the name and on behalf of the Corporation, to execute and deliver
the Underwriting Agreement, with such changes therein as the officer executing
the same may approve, such execution to be conclusive evidence of such approval.
BE IT FURTHER RESOLVED: That the 1991 Notes and the 1996 Notes shall be
offered at initial public offering prices equal to 99.6000% of their principal
amount plus in each case accrued interest from December 15, 1986 to the date of
issuance thereof, and that in payment for the Notes the Corporation shall
receive, in the case of the 1991 Notes, 98.9875% of their principal amount
(99.6000% of their principal amount less an underwriting discount of .6125% of
their principal amount to be paid to the Underwriters), and, in the case of the
1996 Notes, 98.9500% of their principal amount (99.6000% of their principal
amount less an underwriting discount of .6500% of their principal amount to be
paid to the Underwriters), plus in each case accrued interest from December 15,
1986 to the date of issuance thereof.
BE IT FURTHER RESOLVED: That the form of Prospectus Supplement dated
December 16, 1986 (the "Prospectus Supplement") with respect to the Notes, a
copy of which is attached hereto, is in all respects approved, and that the
proper officers of the Corporation are authorized to cause the Prospectus
Supplement to be filed or mailed for filing with the Commission.
BE IT FURTHER RESOLVED: That the proper officers of the Corporation be,
and they hereby are, authorized and directed to take such actions and to execute
and deliver such instruments and documents and to do such other things as they
or any of them shall deem necessary or advisable to effectuate the purposes and
intent of the foregoing Resolutions.
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IN WITNESS WHEREOF, the undersigned have executed this instrument this 16th
day of December, 1986.
Robert J. Day
Harry M. Stover
William R. Hogan
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