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EXHIBIT 4.6
CRESTAR FINANCIAL CORPORATION
BOARD OF DIRECTORS MEETING
FRIDAY, SEPTEMBER 23, 1994
RESOLUTIONS AUTHORIZING THE ISSUANCE OF UP TO $150 MILLION IN DEBT
SECURITIES UPON TERMS DETERMINED BY THE PRICING COMMITTEE:
WHEREAS, the Board of Directors of Crestar Financial Corporation on
September 24, 1993 authorized the filing of a shelf registration for
$300,000,000 of securities and appointed a Pricing Committee to establish the
terms of any subordinated Debt Securities to be issued in connection with the
shelf registration; and,
WHEREAS, The Board of Directors has determined, upon the advice and
recommendation of management, that there is a current need to raise capital to
fund the Corporation's ongoing mergers and acquisitions program.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Crestar
Financial Corporation hereby authorizes the sale and issuance of up to $150
million in Debt Securities at such time and upon such terms and provisions as
may be determined by the Pricing Committee in accordance with resolutions
adopted by the board of Directors on September 24, 1993; and,
BE IT FURTHER RESOLVED, that the Pricing Committee and other officers
of the Corporation are authorized to take any and all actions necessary or
advisable to effectuate the authorized sale and issuance of Debt Securities.
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CRESTAR FINANCIAL CORPORATION
PRICING COMMITTEE OF THE BOARD OF DIRECTORS RESOLUTIONS
NOVEMBER 9, 1994
RESOLVED, that the Company shall issue its subordinated notes
registered pursuant to Registration Statement No. 33-50387 (the "Notes") with
the following terms: (1) the Notes shall be designated "8 3/4 Subordinated Notes
Due November 15, 2004", (2) the Notes shall have a maximum aggregate principal
amount of $150,000,000, (3) the Notes shall mature and the principal thereon
shall be due on November 15, 2004, (4) the Notes shall bear interest at the rate
of 8 3/4% per annum from November 15, 1994, and the Company shall pay interest
on the principal amount of the Notes semi-annually on May 15 and November 15 of
each year to the persons in whose names the Notes are registered at the close of
business on April 30 and October 31, as the case may be, next preceding such May
15 and November 15, (5) principal and interest on the Notes shall be payable at
the office or agency of the Company in the Borough of Manhattan, the City and
State of New York or the City of Richmond, Virginia or at any other office of
the Company maintained by the Company for such purpose; provided, however, that
the Company may, at its option, make interest payments by mailing a check to the
address of the person entitled thereto as such address shall appear in the Note
register, (6) the Notes shall be issued in denominations of $1,000 and integral
multiples thereof, (7) the Notes shall be issued in whole in the form of a
global security, and the depositary of the Notes shall be The Depository Trust
Company, (8) Crestar Bank shall be appointed to serve as authenticating agent
for the Notes, (9) Crestar Bank and Chemical Bank each shall be appointed to act
as paying agent for the Notes; provided, however, as long as the Notes are in
the form of a global security the Notes shall be paid in accordance with the
provisions of the applicable letter of representations and (10) the Notes shall
have other terms as set forth in the form of certificate for such Notes attached
hereto as Exhibit A; and
FURTHER RESOLVED, that the form, terms and provisions of the proposed
underwriting agreement (the "Underwriting Agreement") between the Company and
Morgan Stanley & Co. Incorporated, as representative of the underwriters named
therein, in the form attached hereto as Exhibit B, including pricing and other
terms and conditions of the sale of the Notes, is hereby approved; and
FURTHER RESOLVED, that the form of Note attached hereto as Exhibit A is
hereby approved; and
FURTHER RESOLVED, that the Authorized Officers hereby are authorized
and directed to execute and deliver, on behalf of the Company, under its
corporate seal, and attested by its Secretary or one of its Assistant
Secretaries the Underwriting Agreement with such changes, amendments, additions,
deletions and modifications as the officer so acting may deem necessary; and
FURTHER RESOLVED, that all actions heretofore taken by officers,
employees and agents of the Company in furtherance of the transactions
contemplated by these resolutions are hereby ratified, adopted and approved; and
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FURTHER RESOLVED, that all officers, employees and agents of the
Company are hereby authorized and directed to take any actions they deem
necessary to implement the intent of the foregoing resolutions.
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EXHIBIT A
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY") OR A NOMINEE OF THE
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE TO BE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY AMOUNT PAYABLE THEREUNDER IS
MADE PAYABLE TO CEDE & CO. OR SUCH OTHER NAME, ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL
THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE REGISTERED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO
THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
CRESTAR FINANCIAL CORPORATION 8 3/4% SUBORDINATED NOTE DUE NOVEMBER 15, 2004 No.
1 CUSIP 226 091 AC0
Crestar Financial Corporation, a corporation duly organized and
existing under the laws of the Commonwealth of Virginia (hereinafter called the
"Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO. or registered assigns the principal sum of $150,000,000 (ONE HUNDRED AND
FIFTY MILLION DOLLARS) at the office or agency of the Company in the Borough of
Manhattan, the City and State of New York or the City of Richmond, Virginia, on
November 15, 2004, in such coin or currency of the United States of America as
at the time shall be legal tender for the payment of public and private debts,
and to pay interest semi-annually on May 15 and November 15 of each year on said
principal sum, commencing May 15, 1995, at the rate of 8 % per annum, at said
offices or agencies, in like coin or currency, from November 15, 1994, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, until payment of such principal sum has been made or duly provided
for. The interest so payable on any May 15 or November 15 will, subject to
certain exceptions provided in the Indenture referred to herein, be paid to the
person in whose name this Note is registered at the close of business on the
April 30 or October 31, as the case may be, next preceding such May 15 or
November 15 and may, at the option of the Company, be paid by check mailed to
the registered address of such person. 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 be paid by the Company, at its election, either to
the person in whose name this Note 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 to be given to the Holder of this Note not less than
10 days prior to such Special Record Date, or at any time in any other lawful
manner, all as more fully provided in said Indenture. Additional provisions of
this Note are set forth on the reverse hereof
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including, without limitation, provisions subordinating the payment of principal
and interest on the Notes to the prior payment in full of Senior Indebtedness as
defined in the Indenture. Such provisions shall for all purposes have the same
effect as though fully set forth at this place. This Note shall not be valid or
become obligatory for any purpose until the certificate of authentication hereof
shall have been signed by the Trustee or a duly appointed authenticating agent
under the Indenture referred to herein.
IN WITNESS WHEREOF, Crestar Financial Corporation has caused this
instrument to be duly executed under its corporate seal.
Dated: November 16, 1994
CRESTAR FINANCIAL CORPORATION
ATTEST:
BY:
--------------------------------
Vice Chairman of the Board
-----------------------------------
Secretary
[SEAL]
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION THIS IS ONE OF THE
SECURITIES OF THE SERIES DESIGNATED
THEREIN REFERRED TO IN THE
WITHIN-MENTIONED INDENTURE.
CHEMICAL BANK, AS TRUSTEE
BY:
--------------------------------
AUTHORIZED OFFICER
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This Note is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), all issued or to be issued in one or
more series under and pursuant to an Indenture, dated as of September 1, 1993
(herein called the "Indenture"), duly executed and delivered by the Company to
Chemical Bank, a New York corporation, as Trustee (herein called the "Trustee,"
which term includes any successor trustee under the Indenture), 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 Trustee, the Company, and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face hereof, limited
in aggregate principal amount to $150,000,000 (the "Notes"). The Notes will
mature on November 15, 2004, and are not redeemable prior to maturity.
The payment of principal of and interest on this Note is expressly
subordinated and subject in right of payment, as provided in the Indenture, to
the prior payment of any and all Senior Indebtedness of the Company, as defined
in the Indenture.
This Note is issued subject to such provisions, and each holder of this
Note, by accepting the same, agrees, expressly for the benefit of the present
and future holders of Senior Indebtedness, whether now or hereafter outstanding,
to and shall be bound by such provisions.
If an Event of Default (defined in the Indenture as certain events
involving the bankruptcy, insolvency or reorganization of the Company) shall
occur and be continuing, the principal of all the Notes 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 not less than a majority in aggregate principal amount
of the Securities at the time Outstanding, as defined in the Indenture, of each
series to be affected, provided, however, that no such supplemental indenture
shall change the Stated Maturity of any Security, or reduce the principal amount
thereof, or reduce the rate or change the time of payment of interest thereon,
or make the principal thereof or interest thereon payable in any coin or
currency other than that herein before provided, or change the place of payment
thereof, or impair or affect the right of any Holder of a Security to institute
suit for payment thereof, or reduce the aforesaid percentage of Securities, the
consent of the Holders of which is required for any such supplemental indenture,
without the consent of the Holder of each Outstanding Security affected thereby.
It is also provided in the Indenture that the Holders of not less than
a majority in aggregate principal amount of the Notes at the time Outstanding
may on behalf of the Holders of all of the Notes waive compliance by the Company
with certain provisions of the Indenture and any past default under the
Indenture with respect to the Notes and its consequences, except a default in
the payment of the principal of or interest on any of the Notes or a default
with respect to any provision of the Indenture that cannot be modified or
amended without the consent of the Holder of each Outstanding Note.
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Subject to the rights of the Holders of Senior Indebtedness of the
Company set forth in this Note and as provided in the Indenture, 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,
place and rates, and in the coin or currency as herein prescribed.
The Notes are issuable in registered form without coupons and will be
sold in denominations of $1,000 and integral multiples of $1,000 in excess
thereof. Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, the City and State
of New York or the City of Richmond, Virginia, or any other location as may be
provided for pursuant to the Indenture, a new Note or Notes of authorized
denominations for an equal aggregate principal amount will be issued to the
transferee in exchange here for, subject to the limitations provided in the
Indenture, without charge except for any tax or other governmental charge
imposed in connection therewith.
This Note may be exchanged for certificated securities registered in
the names of the various beneficial owners hereof only if (a) the Depositary is
at any time unwilling or unable to continue as Depositary or is ineligible to
act as Depositary under the Indenture and a successor Depositary is not
appointed by the Company within 90 days, or (b) the Company elects to issue
certificated securities to all beneficial owners (as certified to the Company by
the Depositary or a successor Depositary) of the Notes.
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 of this
Note, for the purpose of receiving payment of or on account of the principal
hereof and, subject to the provisions on the face hereof, interest hereon, and
for all other purposes, whether or not this Note shall be overdue and neither
the Company nor the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.
This Note shall be deemed to be a contract made under the laws of the
Commonwealth of Virginia and for all purposes shall be governed by and construed
in accordance with the laws of said Commonwealth, provided, however, that the
rights, duties, immunities and standard of care of the Trustee under the
Indenture shall be governed by the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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ABBREVIATIONS The following abbreviations, when used in the inscription
on the face of this Note, shall be construed as though they were written out in
full according to applicable laws or regulations: TEN COM-- as tenants in common
UNIT GIFT MIN ACT--........Custodian.... TEN ENT-- as tenants by the (Cus)
(Minor) entireties Under Uniform Gifts to Minors JT TEN-- as joint tenants with
Act........................... rights of survivor- (State) ship and not as
Tenants in Common Additional abbreviations may also be used though not in the
above list. FORM OF TRANSFER 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 of assignee) the
within Note and does hereby irrevocably constitute and appoint _______________
(Attorney) to transfer the said Note in the Security Register of the Company,
with full power of substitution in the premises. Dated: _________________
_________________________ NOTICE: The signature to this assignment must
correspond with the name as written upon the face of this Note in every
particular without alteration or enlargement or any change whatever.
_____________________________________ SIGNATURE GUARANTEED: The signature must
be guaranteed by a commercial bank or trust company or by a member firm of the
New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.
