Exhibit 4.1
SECURITY CAPITAL GROUP INCORPORATED
Unanimous Written Consent
of the
Pricing Committee of the Board of Directors
December 1, 2000
WHEREAS, on September 23, 1998, the Board of Directors (the "Board") of
Securities Capital Group Incorporated ("Security Capital") adopted resolutions
(the "Shelf Resolutions") authorizing the offer and sale of up to $1,000,000,000
of Security Capital's securities on a delayed or continuous basis pursuant to a
shelf registration under Rule 415 of the Securities Act of 1933, as amended (the
"Securities Act"), and pursuant to the Shelf Resolutions, Security Capital has
filed a registration statement (the "Registration Statement") under the
Securities Act (Registration No. 333-64979) and such registration statement has
been declared effective by the Securities and Exchange Commission (the "SEC");
and
WHEREAS, Security Capital has previously issued $200,000,000 of its Series
A Medium-Term Notes pursuant to such authorization; and
WHEREAS, the Board, pursuant to the Shelf Resolutions, appointed William D.
Sanders, C. Ronald Blankenship, Ray L. Hunt and John P. Frazee, Jr., as members
of a pricing committee of the Board (the "Pricing Committee") pursuant to which
the Pricing Committee may designate, and is authorized to fix, determine and /or
approve (i) the aggregate amount of any Offered Securities (as defined in the
Shelf Resolutions) to be offered and sold by Security Capital (up to the maximum
aggregate amount of Offered Securities authorized by the Shelf Resolutions);
(ii) the form and content of any prospectus supplements; (iii) the price at
which any of the Offered Securities shall be sold by Security Capital to
underwriters, placement agents and/or the public; (iv) the fees and commissions
to be paid to any underwriters or placement agents relating to any offering of
the Offered Securities; (v) the terms and conditions of any series of any
Offered Securities; and (vi) such other matters relating to the Offered
Securities and the public offering and sale thereof as the Pricing Committee
deems appropriate; and
WHEREAS, Security Capital desires to establish a new program (the "Series B
MTN Program") that enables it to raise capital from time to time through
offerings of new medium-term notes (the "Series B MTN Notes"); and
WHEREAS, the Pricing Committee, after due deliberation and consideration,
believes that the Series B MTN Program is in the best interests of Security
Capital and its shareholders;
NOW, THEREFORE BE IT RESOLVED, that the Pricing Committee hereby approves
and authorizes the public offering and sale of up to $200,000,000 aggregate
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initial offering price of Series B MTN Notes to be issued under the Registration
Statement from time to time pursuant to the Series B MTN Program; FURTHER
RESOLVED, that the Series B MTN Notes shall be issued under an Indenture between
Security Capital and State Street Bank and Trust Company, as trustee, dated as
of November 16, 1998;
FURTHER RESOLVED, that the Series B MTN Notes shall be issued as a single
series under the Indenture and with such additional terms as are set forth on
Exhibit A, provided that all MTN Notes to be issued under the Series B MTN
Program need not be substantially identical, but may contain terms and
provisions different from any other Series B MTN Notes of the series as
determined by the Chairman or Vice Chairman of the Board, any Managing Director,
the Chief Financial Officer, any Senior Vice President or Vice President or the
Secretary (each, an "Authorized Officer");
FURTHER RESOLVED, that the Pricing Committee hereby authorizes the issuance
and delivery of such Series B MTN Notes as any Authorized Officer may approve,
if applicable, related coupons, in such forms as shall be approved by any
Authorized Officer and that any Authorized Officer is hereby authorized to
execute and deliver the same, such approval to be conclusively evidenced by such
execution, and the Secretary or the Assistant Secretary of Security Capital is
hereby authorized to attest the same;
FURTHER RESOLVED, that any Authorized Officer is hereby authorized to fix,
determine and/or approve(i) the amount of Series B MTN Notes to be issued from
time to time pursuant to the Series B MTN Program (up to the maximum amount
authorized hereby), (ii) the price at which any of the Series B MTN Notes shall
be sold by Security Capital to underwriters, placement agents and/or the public,
(iii) the fees and commissions to be paid to any underwriters or placement
agents relating to any sale of Series B MTN Notes, (iv) the terms and provisions
of any Series B MTN Notes sold by Security Capital, (v) the form and content of
any prospectus or pricing supplements to be used in connection with the Series B
MTN Program and (vi) such other matters relating to the Series B MTN Program as
any Authorized Officer may deem appropriate;
FURTHER RESOLVED, that any Authorized Officer is hereby to negotiate,
prepare, execute and deliver a distribution agreement with J.P. Morgan
Securities Inc. and such other investment banks as any Authorized Officer shall
determine relating to the Series B MTN Program, in such form and with such terms
and conditions as any Authorized Officer may approve, such approval to be
conclusively evidenced by such execution;
FURTHER RESOLVED, that the officers of Security Capital are hereby
authorized to prepare one or more prospectus or pricing supplements to the
prospectus contained in the Registration Statement relating to the Series B MTN
Program in such form as any Authorized Officer may approve for use in connection
with the offering and sale of the Series B MTN Notes and to file with same with
the SEC and the New York Stock Exchange, such approval to be conclusively
evidenced by such filing; and
RESOLVED FURTHER, that the officers of Security Capital are hereby
authorized to negotiate, prepare, execute and deliver any and all such
certificates, agreements and other documents, including (without limitation)any
supplemental indenture, terms agreement, agency agreements, underwriting
agreement, prospectus or pricing supplement, letter of representations or
listing application, to make all such payments and to do all such other acts and
things as in their opinion may be necessary or appropriate in order to carry out
the intent and purposes of the foregoing resolutions with respect to any
issuance of Series B MTN Notes approved by any Authorized Officer.
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IN WITNESS WHEREOF, the undersigned, being all of the members of the
Pricing Committee of the Board, has hereunto set his hand as of the date first
written above.
/s/ William D. Sanders
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William D. Sanders
/s/ C. Ronald Blankenship
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C. Ronald Blankenship
/s/ Ray L. Hunt
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Ray L. Hunt
/s/ John P. Frazee, Jr.
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John P. Frazee, Jr.
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EXHIBIT A
1. The Company desires, for its corporate purposes, to create and issue from
time to time under and in accordance with the provisions of the Indenture,
up to $200 million principal amount of Securities to be known as its
Medium-Term Notes, Series B, Due Nine Months or More from the Date of
Issuance (the "Series B MTN Notes") and to add to the covenants of the
Company contained in the Indenture for the benefit of the Holders of the
Series B MTN Notes. Capitalized terms used herein which are defined in the
Indenture are used herein as so defined.
2. The maximum aggregate principal amount of the Series B MTN Notes which may
be authenticated and delivered under the Indenture (except for Series B MTN
Notes authenticated and delivered upon registration of, transfer of, or in
exchange for, or in lieu of, other Series B MTN Notes pursuant to Section
304, 305, 306, 906, 1107 or 1405 of the Indenture and except for any Series
B MTN Notes which pursuant to Section 303 are deemed never to have been
authenticated and delivered) is $200 million.
3. Solely for the benefit of the Holders of the Series B MTN Notes, (i) the
covenants set forth in Section 1013, 1014, 1015 and 1016 of the Indenture
and (ii) the additional definitions included in Article One of the
Indenture, as incorporated therein pursuant to the Shelf Resolutions shall
apply.
4. Solely for the benefit of the Holders of the Series B MTN Notes, the
following shall be an altered and restated Section 801 of the Indenture:
SECTION 801 Consolidations and Mergers of Company and Sales, Leases
and Conveyances. The Company will not consolidate or merge with or into
(whether or not the Company is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of
its properties or assets in one or more related transactions, to another
Person unless (i) the surviving Person or the Person formed by or surviving
such consolidation or merger (if other than the Company) or to which such
sale, assignment, transfer, lease, conveyance or other disposition shall
have been made (the "Surviving Entity") is a corporation organized or
existing under the laws of the United States, any state thereof or the
District of Columbia; (ii) the Surviving Entity assumes all the
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obligations, including the due and punctual payment of the principal of
(and premium or Make-Whole Amount, if any, on) and interest and Additional
Amounts, if any, on all Securities, according to their tenor, and the due
and punctual performance and observance of all covenants and conditions, of
the Company under the Securities and the Indenture pursuant to a
supplemental Indenture in form reasonably satisfactory to the Trustee;
(iii) immediately before and after giving effect to such transaction and
treating any indebtedness which becomes an obligation of the Company as a
result of such transaction as having been incurred by the Company at the
time of the transaction, no Event of Default and no event which, after
notice or the lapse of time or both, would become an Event of Default shall
have occurred and be continuing; and (iv) Security Capital or the Surviving
Entity will, at the time of the transaction and after giving pro forma
effect thereto as if the transaction had occurred at the beginning of the
applicable four-quarter period, be permitted to Incur at least $1.00 of
additional Indebtedness pursuant Section 1013 hereof.
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