Exhibit 4.12
Resolution of Board of
Directors relating to
$750,000,000 Borrowing
RESOLUTION
WHEREAS, it may be advisable and in the best interests of this Corporation
to borrow up to a maximum of $750,000,000 on terms to be determined as hereafter
provided, which amount shall be in addition to any borrowing of the $150,000,000
of borrowings authorized by resolutions adopted by the Board of Directors on
September 10, 1993, that has not been incurred as of the date hereof:
NOW,THEREFORE, BE IT RESOLVED as follows:
1. GENERAL AUTHORIZATION
This Corporation is hereby authorized: (a) to incur up to $750,000,000
principal amount of indebtedness on terms established in accordance with this
Resolution which indebtedness may be denominated in foreign currencies or
foreign currency units or issued at original issue discount and to the extent
issued at original issue discount, or denominated in, purchased for or payable
in foreign currencies or foreign currency units, shall be that principal amount
as may result in the initial offering prices aggregating $750,000,000
(determined in the case of foreign currencies or foreign currency units by
reference to the equivalent in United States dollars, determined on the basis of
exchange rates in effect on the second business day prior to entering into any
agreement, whether a binding agreement or an in-principle agreement, to issue
such Securities); (b) to issue one or more series of Debentures, Notes and other
evidence of indebtedness to evidence the indebtedness authorized by or pursuant
to this Resolution having terms established in accordance with this Resolution
(and all Debentures, Notes and other evidence of indebtedness which shall
actually be issued by the Corporation pursuant to such authorization are herein
collectively called the "Securities"); and (c) take such action as the
Authorized Officers deem appropriate to issue any of the Securities under the
Indenture dated as of October 1, 1993 between the Corporation and Harris Trust &
Savings Bank, Trustee (the "Indenture") or any other indenture, fiscal agency
agreement or other agreement as the Authorized Officers may approve.
2. AUTHORIZED OFFICERS
The Chairman of the Board and Chief Executive Officer; the Senior Vice
President, Finance and Chief Financial Officer; and the Vice President and
Treasurer shall constitute "Authorized Officers" for purposes of this
Resolution. Any action which the Authorized Officers are authorized by this
Resolution to take may be taken by means of a written instrument signed by any
two Authorized Officers. The Authorized Officers are hereby authorized to take
any action authorized by this Resolution at any time as such Officers deem
appropriate and in the best interest of this Corporation.
3. TRANSACTION TERMS
The Authorized Officers are hereby authorized to determine: (a) the terms
of each series of Securities to be issued by the Corporation and whether they
shall be issued under the Indenture or any other indenture, fiscal agency
agreement or other agreement as the Authorized Officers may approve (including
but not limited to the aggregate principal amount of debt to be represented by
those Securities, the rate at which interest shall accrue on those Securities,
the time(s) at which payment(s) of principal shall become due on those
Securities and the amount of each such payment, the extent of the Corporation's
right to make prepayments of amounts owed on those Securities and the amount of
the premium (if any) which may be payable in connection with any such
prepayment, or to extend the maturity thereof; (b) whether the Corporation shall
enter into any supplement to the Indenture (including but not limited to any
supplement establishing the terms of any series of Securities) or any other
indenture, fiscal agency agreement or other agreement, or supplement thereto,
and the terms thereof; (c) the price at which the Securities shall be sold; (d)
if other than United States dollars, any currency or currency unit in which the
Securities are to be denominated, or which is to be received in payment or in
which principal or interest, if any, is to be payable; (e) all other terms
governing the sale of the Securities (including whether and to what extent the
Securities shall be sold under firm commitment underwriting arrangements, sold
directly to investment bankers for subsequent public sale, sold pursuant to best
efforts arrangements, sold in private placement, sold through agents, sold in
the U.S. market or sold in the Euromarket or any other overseas securities
market); (f) in connection with any firm commitment underwriting, the
underwriters to be utilized, the underwriting discount and other fees applicable
to such underwriting, the indemnification arrangements to be made by the
Corporation in connection with such underwriting and all other terms governing
such underwriting; (g) in connection with any medium term note program, the
agents to be utilized, the agents' discounts or commissions, the indemnification
arrangements to be made by the Corporation in connection with such program and
all other terms governing such program; (h) the exchange or exchanges (if any)
on which the Securities shall be listed and the terms of any such listing; (i)
the terms upon which the Securities may be registered, qualified or otherwise
cleared under Federal and state securities laws, or any action they deem
appropriate to obtain any exemption thereunder; (j) whether the Securities shall
be senior or subordinated to other debt of the Corporation; (k) whether the
Securities are to be in definitive or book entry form and, if the latter, the
depository with respect to the Securities, or, in the case of Securities sold in
the Euromarket, whether the Securities are to be in global form and the terms of
the arrangements pursuant to which the Securities will be held and cleared by
foreign clearing systems; and (l) any other actions which the Corporation may
take relating to the Securities.
4. IMPLEMENTING ACTIONS
Any officer of this Corporation is hereby authorized to cause the
Corporation to take any action which such officer shall deem to have been
authorized in or pursuant to this Resolution (which are herein collectively
called "Implementing Actions") including but not limited to: (a) the execution
and filing with the Securities and Exchange Commission (herein called
"Commission") of one or more Registration Statements to register an aggregate
principal amount of up to $750,000,000 of the Securities under the Securities
Act of 1933 (which Registration Statement(s) may also include, in addition to
the $750,000,000 of Securities authorized by this Resolution, up to $150,000,000
of the securities covered by the Corporation's prior Registration Statement, SEC
File No. 33-50253, which remain unissued at the time the new Registration
Statement is filed) and such pre-effective and post-effective amendments to such
Registration Statement(s) as such officer may deem appropriate and after the
effective date of the Registration Statement(s) any supplements to the
prospectus filed as part of the Registration Statement(s) which such officer may
deem necessary or appropriate; (b) the execution and filing with the Commission
of an application for the registration of the Securities under the Securities
Exchange Act of 1934, if necessary, and all
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additional instruments and documents which may be necessary to effectuate such
registration; (c) all actions such officer deems appropriate to issue up to
$750,000,000 (determined in the case of foreign currencies or foreign currency
units by reference to the equivalent in United States dollars, determined on the
basis of exchange rates in effect on the second business day prior to entering
into any agreement, whether a binding agreement or an in-principle agreement, to
issue such Securities) of Securities in the Euromarket, including entering into
any relevant agreements (including any fiscal agency agreement, paying agency
agreement, reference agent agreement, listing agent agreement and underwriting
agreement) and the preparation of any offering circular relating thereto and any
actions such officer deems appropriate to obtain exemptions from the securities
or tax laws of the United States; (d) the execution and filing of a Listing
Application for the listing of the Securities on any United States or foreign
stock exchange on which the Authorized Officers deem such Securities should be
listed and any related Indemnity Agreement or other documentation which such
officer may deem desirable and the appearance before the Committee on Stock
Lists (or other similar body) of any such exchange, and such other acts as such
officer may deem necessary to conform with the requirements for listing the
Securities on any such exchange; (e) the execution of letters of representation
or other submissions to a depository with respect to book entry securities; and
(f) the execution and filing with the appropriate state agencies or any foreign
jurisdiction of all requisite instruments, records and documents including but
not limited to applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process and any other action which such
officer shall deem desirable to comply with the applicable laws of any state or
other jurisdiction of the United States of America or any foreign jurisdiction
governing the qualification or registration for sale, or exemption therefrom, of
all or part of the Securities.
5. STATES SECURITIES REGISTRATION
Any officer of this Corporation is hereby authorized to take any and all
action which such officer may deem necessary or appropriate in order to effect
the registration or qualification of part or all of the Securities for offer and
sale under, or to secure an exemption from, the Securities or Blue Sky laws of
those states and other jurisdictions of the United States of America or any
foreign jurisdiction in which such officer determines such registration or
qualification or exemption to be advisable, and in connection therewith to
execute, acknowledge, verify, deliver, file and publish all such applications,
reports, issuer's covenants, resolutions, consents to service of process and
other papers and instruments as may be required under such laws, and to take any
and all further action which such officer may deem necessary or appropriate in
order to maintain any such registration or qualification or exemption for as
long as such officer deems it to be in the best interests of the Corporation.
6. DOCUMENTATION
Any officer of this Corporation is hereby authorized to execute and deliver
on behalf of this Corporation any agreement, Securities, Registration Statement,
other governmental filings or other documents of any kind which such officer
deems necessary or desirable in connection with any Implementing Action
including but not limited to: (a) Indenture; (b) the Securities (the execution
of which may be by means of facsimile signature); (c) any Underwriting Agreement
and any related pricing agreement, delayed delivery agreement or
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other documentation; and (d) any Distribution Agreement and any related Terms
Agreement or other documentation. Any agreement or other document which shall
be executed and delivered on behalf of the Corporation by any officer of the
Corporation relating in any way to any action which is authorized in or could be
authorized pursuant to this Resolution constitutes conclusive evidence that such
execution and delivery was authorized in or pursuant to this Resolution and upon
such execution and delivery, such agreement or document shall become binding
upon the Corporation in accordance with its terms.
7. ADDITIONAL RESOLUTIONS
This Board of Directors hereby adopts any additional Resolutions which may
be requested by any governmental authority, stock exchange or any other person
which any Authorized Officer believes necessary or desirable to accomplish any
Implementing Action. The Corporation's Secretary or Assistant Secretary is
hereby authorized to certify that any such Resolution has been duly adopted by
this Corporation's Board of Directors.
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