WHEREAS, in resolutions adopted on February 17, 1994 (the "Resolutions"), the
Board of Directors has authorized the registration, issuance and sale of
$75,000,000 of senior unsecured notes of the Trust (the "Notes"); and
WHEREAS, pursuant to the Resolutions, the Trust has filed with the Securities
and Exchange Commission (the "Commission") a registration statement on Form
S-3 (File No. 33-52521) (the "Registration Statement") relating to the Notes
and an amendment to the Registration Statement, and the Commission declared
the Registration Statement effective on March 29, 1994; and
WHEREAS, Goldman, Sachs & Co. ("Goldman Sachs") was identified in the
Registration Statement as the underwriter of the Notes; and
WHEREAS, on March 30, 1994, management of the Trust and Goldman Sachs agreed
as to the terms of the Notes and the terms on which they would be issued and
sold to Goldman Sachs; and
WHEREAS, the Board of Directors has determined to ratify, approve and confirm
the action taken by management in connection with the issuance and sale of
the Notes, as set forth in the following resolutions,
RESOLVED, that the Notes shall be issued under and pursuant to the terms of
an indenture (the "Indenture") from the Trust to NationsBank of Virginia,
N.A., as Trustee, in substantially the form filed as Exhibit 4(d)(i) to the
Registration Statement.
RESOLVED, that in accordance with Section 301 of the Indenture, the following
terms of the Notes are hereby established (terms used in these resolutions
having the same definitions as in the Indenture):
(1) The Notes shall constitute a series of Securities having the
title "7 1/4% Notes due April 1, 1999."
(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 Section 304, 305,
306, 906, 1107 or 1305 of the Indenture) shall be $75,000,000.
(3) The entire outstanding principal of the Notes shall be payable
on April 1, 1999.
(4) The rate at which the Notes shall bear interest shall be 7 1/4%
per annum; the date from which such interest shall accrue shall be April
1, 1994; the Interest Payment Dates on which such interest will be
payable shall be April 1 and October 1 in each year, beginning October
1, 1994; the Regular Record Dates for the interest payable on the Notes
on any Interest Payment Date shall be the preceding March 15 (in the
case of interest payable on any April 1) and September 15 (in the case
of interest payable on any October 1); 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 place in addition to the Borough of Manhattan, The City of
New York, where the principal of (and Make-Whole Amount, if any) and
interest on the Notes shall be payable and Notes may be surrendered for
registration of transfer or exchange shall be the Corporate Trust
Operations Office of the Trustee at 715 Peachtree Street, N.E., Midtown
Center, 7th Floor, Atlanta, Georgia 30308. The place in addition to
the Borough of Manhattan, The City of New York, where notices or demands
to or upon the Trust in respect of the Notes and this Indenture may be
served shall be the Corporate Trust Office of the Trustee at 600 East
Main Street, Suite 1700, Richmond, Virginia 23219.
(6) The Notes shall be redeemable at any time at the option of the
Trust, in whole or in part, at a Redemption Price, payable in Dollars,
equal to the sum of (i) the principal amount of the Notes being redeemed
plus accrued interest thereon to the redemption date and (ii) the Make-
Whole Amount, if any, with respect to such Notes.
(7) The Trust shall not be obligated to redeem, repay or purchase
Notes pursuant to any sinking fund or analogous provision or at the
option of a Holder thereof.
(8) The Notes shall be issuable in denominations of $1,000 and any
integral multiple thereof.
(9) In addition to the Trustee, Midwest Clearing Corporation, 40
Broad Street, 22d Floor, New York, New York 10004 is appointed Paying
Agent for the Notes.
(10) The entire outstanding principal amount of the Notes (and
Make-Whole Amount, if any) shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 502 of the
Indenture.
(11) Payment of the principal of (and Make-Whole Amount, if any)
and interest on the Notes shall be payable in Dollars and the Notes
shall be denominated in Dollars.
(12) The Make-Whole Amount, in connection with any optional
redemption or accelerated payment of any Note, shall be the excess, if
any, of (i) the aggregate present value as of the date of such
redemption or accelerated payment of each Dollar of principal being
redeemed or paid and the amount of interest (exclusive of any interest
accrued to the date of redemption or accelerated payment) that would
have been payable in respect of such Dollar if such redemption or
accelerated payment had not been made, determined by discounting, on a
semiannual basis, such principal and interest at the Reinvestment Rate,
as defined below (determined on the third Business Day preceding the
date such notice of redemption is given or declaration of acceleration
is made), from the respective dates on which such principal and interest
would have been payable if such redemption or accelerated payment had
not been made, over (ii) the aggregate principal amount of the Notes
being redeemed or paid. "Reinvestment Rate" means .25% (one-fourth of
one percent) plus the arithmetic mean of the yields under the respective
headings "This Week" and "Last Week" published in the Statistical
Release under the caption "Treasury Constant Maturities" for the
maturity (rounded to the nearest month) corresponding to the remaining
life to maturity, as of the payment date of the principal being redeemed
or paid. If no maturity exactly corresponds to such maturity, yields
for the two published maturities most closely corresponding to such
maturity shall be calculated pursuant to the immediately preceding
sentence and the Reinvestment Rate shall be interpolated or extrapolated
from such yields on a straight-line basis, rounding in each of such
relevant periods to the nearest month. For the purposes of calculating
the Reinvestment Rate, the most recent Statistical Release published
prior to the date of determination of the Make-Whole Amount shall be
used. "Statistical Release" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by
the Federal Reserve System and which establishes yields on actively
traded United States government securities adjusted to constant
maturities or, if such statistical release is not published at the time
of any determination under the Indenture, then such other reasonably
comparable index which shall be designated by the Trust.
(13) The principal of (and Make-Whole Amount, if any) and interest
on the Notes shall be payable only in Dollars.
(14) The Holders of the Notes shall have no special rights in
addition to those provided in the Indenture upon the occurrence of any
particular events.
(15) There shall be no deletions from, modifications of or
additions to the Events of Default or covenants of the Trust with
respect to Notes set forth in the Indenture.
(16) The Notes shall be issuable only as Registered Securities in
permanent global form (without coupons). Beneficial owners of interests
in the permanent global Note may exchange such interests for Notes of
like tenor of any authorized form and denomination only in the manner
provided in Section 305 of the Indenture. DTC shall be the depositary
with respect to the permanent global Note. The form of such permanent
global Note filed with the minutes of this meeting and identified as
Exhibit A is hereby approved.
(17) The Notes shall not be issuable as Bearer Securities.
(18) 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.
(19) Sections 1402 and 1403 of the Indenture shall be applicable to
the Notes.
(20) The Notes shall not be issuable in definitive form except
under the circumstances described in Section 305 of the Indenture.
(21) The Notes shall not be issued upon the exercise of debt
warrants.
(22) The Trust shall not pay Additional Amounts as contemplated by
Section 1011 of the Indenture on the Notes.
(23) The Trust shall have no obligation to permit the conversion of
the Notes into shares of Capital Stock of the Trust.
RESOLVED, that the Notes shall be sold to Goldman Sachs pursuant to an
underwriting agreement (the "Underwriting Agreement") between Goldman Sachs
and the Trust in substantially the form of Exhibit 1 to the Registration
Statement at a price equal to 99.183% of the principal amount thereof, plus
accrued interest from April 1, 1994.
RESOLVED, that each of the President and the Senior Vice President and Chief
Financial Officer of the Trust (and, in the absence of the Senior Vice
President and Chief Financial Officer of the Trust, by each of the Vice
President, Controller - Corporate Accounting and Assistant Secretary and the
Vice President, Secretary and General Counsel of the Trust) is authorized, in
the name and on behalf of the Trust and where appropriate under its corporate
seal attested by its Secretary or an Assistant Secretary, to execute and
deliver the Indenture, the Notes and the Underwriting Agreement in the forms
approved hereby, with such changes as shall have been approved by the
executing officer, provided that any such change shall be consistent with all
determinations made by the Board of Directors in these resolutions.
RESOLVED, that all officers of the Trust are authorized, in the name and on
behalf of the Trust, to make, execute and deliver or cause to be made,
executed and delivered, and to evidence the approval of the Board of
Directors 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, undertakings,
documents or instruments, and to perform all such acts and make all such
payments, as may, in the judgment of such officers, be necessary, appropriate
or desirable to effectuate the purpose of these resolutions, including the
performance of the obligations of the Trust under the Indenture, the Notes,
the Registration Statement, the Underwriting Agreement and any other
agreement, undertaking, document or instrument referred to herein or therein.
RESOLVED, that the authority to execute and file consents to service of
process in connection with qualification of the Notes under the securities
laws of jurisdictions of the United States, given the President and Secretary
of the Trust in the Resolutions shall also be exercisable by the Senior Vice
President and Chief Financial Officer, and any action heretofore taken
pursuant to such authority by the Senior Vice President and Chief Financial
Officer is approved, ratified and confirmed.
RESOLVED, that any and all action heretofore taken by the President and the
Senior Vice President and Chief Financial Officer of the Trust in respect of
fixing or agreeing to the terms of the Notes and the terms on which they are
to be sold pursuant to the Underwriting Agreement that is consistent with
these resolutions and the authority conferred hereby is ratified, approved
and confirmed.