EXHIBIT 4.6
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of
February 14, 1996 among State Street Boston Corporation, a Massachusetts
corporation (the "Corporation"), The First National Bank of Boston, a national
banking association, as trustee (the "Resigning Trustee") and Fleet National
Bank of Massachusetts, a national banking association, having its principal
trust office at One Federal Street, Boston, Massachusetts 02211 (the "Successor
Trustee").
WHEREAS, there are presently issued and outstanding $100,000,000. State
Street Boston Corporation 5.95% Notes due September 15, 2003, (the "Notes")
under an Indenture dated as of August 2, 1993, between the Corporation, and the
Resigning Trustee, (the "Senior Indenture").
WHEREAS, there is presently an Indenture dated as of August 9, 1993,
between the Corporation and the Resigning Trustee (the "Subordinated
Indenture"), under which there is presently no debt outstanding. The Senior
Indenture and the Subordinated Indenture are referred to collectively as the
"Indenture".
WHEREAS, Sections 610 of the Indenture provides that the Trustee may at
any time resign by giving written notice to the Corporation. The Corporation
shall give notice of the resignation of the Trustee to all Holders of all
Securities and the notice shall include the name of the successor Trustee and
the address of its Corporate Trust Office;
WHEREAS, the Resigning Trustee represents that it has given the
Corporation written notice of its resignation as Trustee, a true copy of which
is annexed hereto marked Exhibit A;
WHEREAS, Section 610 of the Indentures further provides that, if the
Trustees shall resign, the Corporation shall appoint a successor Trustee;
WHEREAS, the Corporation desires to appoint the Successor Trustee as
successor Trustee under the Indentures;
WHEREAS, the Board of Directors of the Corporation by a resolution, a
true copy of which is annexed hereto marked Exhibit B, authorized the
appointment of the Successor Trustee as Trustee under the Indentures, such
appointment to become effective upon the execution and delivery of this
Instrument by all the parties hereto;
WHEREAS, Section 611 of the Indentures provides that the successor
Trustee appointed as provided in Section 610 shall execute, acknowledge and
deliver to the Corporation and to the retiring Trustee an instrument accepting
such appointment, the retiring Trustee shall transfer all property held by it as
Trustee to the successor trustee and thereupon the resignation of the retiring
Trustee shall become effective and such successor Trustee without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties, of the retiring Trustee;
WHEREAS, no successor Trustee shall accept appointment as provided in
said Section 611 unless at the time of such acceptance such successor Trustee
shall be qualified and eligible under the provisions of Section 609 of the
Indentures;
WHEREAS, the Successor Trustee is qualified, eligible and willing to
accept such appointment as successor Trustee.
NOW THEREFORE, THIS INSTRUMENT OF RESIGNATION, APPOINTMENT, AND
ACCEPTANCE, WITNESSETH: that for and in consideration of the premises and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is hereby covenanted, declared and decreed by the
Corporation, the Successor Trustee and the Resigning Trustee as follows:
1. The Resigning Trustee hereby resigns as Trustee, and its
discharge from the trust created by the Indentures shall be effective
upon execution and delivery of this Instrument by all the parties
hereto.
2. The Corporation hereby accepts the resignation of the
Resigning Trustee as Trustee under the Indentures:
3. The Resigning Trustee hereby represents and warrants to the
Successor Trustee that:
a. To the best of the knowledge of the Resigning
Trustee, no Event of Default, and no event which, after notice
or lapse of time or both, would become an Event of Default,
has occurred and is continuing under the Indentures.
b. No covenant or condition contained in the
Indenture has been waived by the Resigning Trustee or by the
Holders of the percentage in aggregate principal amount of the
Securities required by the Indentures to effect any such
waiver.
c. There is no action, suit or proceeding pending or,
to be the best of the knowledge of the Resigning Trustee,
threatened against the Resigning Trustee before any court or
governmental authority arising out of any action or omission
by the Resigning Trustee as Trustee under Indentures.
4. The Corporation in the exercise of the authority vested in
it pursuant to Section 610 of the Indentures and the resolution, hereby
appoints the Successor Trustee as successor Trustee with all the
rights, powers, trusts and duties of the Trustee under the Indentures,
such appointment to be effective upon the execution and delivery of
this Instrument by all the parties hereto.
5. The Successor Trustee hereby represents that it is
qualified and eligible under the provisions of Section 609 of the
Indentures to be appointed successor Trustee, and hereby accepts
appointment as successor Trustee pursuant to Section 611 of the
Indentures, effective upon the execution and delivery of this
Instrument by all the parties hereto. The Successor Trustee also hereby
represents to all of the matters set forth in Exhibit C.
6. The Resigning Trustee hereby grants, gives, bargains,
sells, remises, releases, conveys, confirms, assigns, transfers and
sets over to the successor Trustee and its successors and assigns, all
rights, powers, trusts and duties of the Trustee under the Indentures;
and the Resigning Trustee does hereby pay over, assign and deliver to
the successor Trustee, any and all money, if any, and property, if any,
held by the Resigning Trustee as Trustee. The Corporation for the
purpose of more fully and certainly vesting in and confirming to the
Successor Trustee said rights, powers, trusts and duties, and at the
request of the Successor Trustee, joins in the execution hereof. The
Successor Trustee agrees that all documents, instruments and other
properties will be held and maintained in the Commonwealth of
Massachusetts unless the Corporation otherwise agrees.
7. This Instrument may be executed in any number of
counterparts, each of which shall be an original, but such counterparts
shall together constitute but one and the same instrument.
8. Each of the Corporation, the Resigning Trustee and the
Successor Trustee, acknowledges receipt of an executed counterpart of
this Instrument.
9. Unless otherwise defined herein, all terms used herein
which are defined in the Indenture shall have the meanings assigned to
them in the Indentures.
10. This Instrument shall be governed by and construed in
accordance with laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Instrument of
Resignation, Appointment and Acceptance to be duly executed and their respective
seals to be affixed hereto and duly attested all as of the day and year first
above written.
State Street Boston Corporation
By: /s/ John R. Towers
--------------------------------
Name: John R. Towers
Title: Secretary
ATTEST:
/s/ Kathleen M. Restuccia
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The First National Bank of Boston,
as Resigning Trustee
By: /s/ Carol A. Anthony
--------------------------------
Name: Carol A. Anthony
Title: Authorized Officer
(Seal)
ATTEST:
/s/ Michael R. Garfield
----------------------------------
Fleet National Bank of Massachusetts
as Successor Trustee
By: /s/ Natalie S. Forrest
--------------------------------
Name: Natalie S. Forrest
Title: Vice President
(Seal)
ATTEST:
/s/ Virginia Jones
----------------------------------
COMMONWEALTH OF MASSACHUSETTS
COUNTY OF SUFFOLK
On the 20th day of February, 1996, before me personally came Kathleen
M. Restuccia, to me known, who is being by me duly sworn, that she is an
Assistant Treasurer of State Street Boston Corporation described in and which
executed the above instrument; that he knows the seal of said institution, that
the seal affixed to said instrument is such corporate seal; that it was so
affixed pursuant to the authority of the Board of Directors of said Corporation;
and that she signed her name thereto pursuant to like authority.
Notary Public
/s/ Leona A. Attardo
--------------------------------
Leona A. Attardo
Notary Public
Commission Expires April 5, 2002
COMMONWEALTH OF MASSACHUSETTS
COUNTY OF SUFFOLK
On the 14th day of February, 1996, before me personally came Michael R.
Garfield, to me known, who is being by me duly sworn, that he is an Assistant
Secretary of the First National Bank of Boston described in and which executed
the above instrument; that he knows the seal of said authority, that the seal
affixed to said instrument is such corporate seal; that it was so affixed
pursuant to the authority of the Board of Directors of said Authority; and that
he signed his name thereto pursuant to like authority.
Notary Public
/s/ Judith A Mercurio
--------------------------------
Judith A. Mercurio
Notary Public
Commission Expires April 15, 1999
COMMONWEALTH OF MASSACHUSETTS
COUNTY OF SUFFOLK
On the 22nd of February, 1996, before me personally came Natalie S.
Forrest, to me known, who is being by me duly sworn, that she is a Vice
President of Fleet National Bank of Massachusetts, described in and which
executed the above instrument; that he knows the seal of said authority; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed pursuant to the authority of the Board of Directors of said Authority;
and that she signed her name thereto pursuant to like authority.
Notary Public
/s/ Jane M. Bishop
--------------------------------
Jane M. Bishop
Notary Public
Commission Expires March 29, 2002
January 10, 1996
State Street Boston Corporation
225 Franklin Street
Boston, MA 02110
Re: Senior Indenture and Subordinated Indenture, each dated
as of August 2, 1993 between State Street Boston
Corporation and The First National Bank of Boston
Ladies/Gentlemen:
The First National Bank of Boston hereby resigns as Trustee pursuant to
Section 610 of the referenced Senior Indenture and Subordinated Indenture,
effective upon the appointment of a successor trustee pursuant to the terms of
each Indenture.
Very truly yours,
THE FIRST NATIONAL BANK OF BOSTON,
as Trustee
By: /s/ Michael R. Garfield
--------------------------------
Michael R. Garfield
Senior Counsel
CERTIFIED EXCERPT FROM VOTE OF EXECUTIVE COMMITTEE
VOTED: That the resignation of The First National Bank of Boston as Trustee
(the "Resigning Trustee") under an Indenture dated as of August 2, 1993
among State Street Boston Corporation (the "Corporation") and The First
National Bank of Boston (the "Senior Indenture") and under an Indenture
dated as of August 2, 1993 among State Street Boston Corporation and
The First National Bank of Boston (the "Subordinated Indenture" and,
together with the Senior Indenture, the "Indentures"), be and hereby
is, accepted;
That Fleet National Bank of Massachusetts is hereby appointed as
successor Trustee (the "Successor Trustee") under the Indentures;
That the Chairman and Chief Executive Officer, the Vice Chairman, the
Treasurer, the Senior Vice President and General Counsel, and the
Senior Vice President and Comptroller be, and each of them is, hereby
authorized to execute and deliver the Instrument of Resignation,
Appointment and Acceptance (the "Instrument") among the Corporation,
the Resigning Trustee and the Successor Trustee; and
That the Chairman and Chief Executive Officer, the Vice Chairman, the
Treasurer, the Senior Vice President and General Counsel, and the
Senior Vice President and Comptroller be and each of them hereby is
authorized and empowered in the name and on behalf of this Corporation
to take any and all actions and to execute and deliver any all
documents, instruments, agreements or certificates and to do or cause
to be done any and all other things as may in the judgment of such
officer be deemed necessary or desirable in order to give effect and
carry out the intent and purposes of the execution and delivery of any
such documents, instruments, agreements or certificates and the doing
of any such things to be conclusive evidence of the authority of such
officer or officers so acting and to be conclusive evidence of due
authorization by the Corporation.
I hereby certify that the foregoing is a true excerpt from a vote
unanimously passed at a meeting of the Executive Committee of the Board of
Directors of State Street Boston Corporation duly called and held on February 8,
1996.
I further certify that said vote is in full force and effect as of the
date this instrument was executed.
Attest: /s/ John R. Towers (SEAL)
-----------------------
Date: February 9, 1996
EXHIBIT C
SUCCESSOR TRUSTEE REPRESENTATIONS
The Successor Trustee hereby represents to the following:
(a) the Successor Trustee is a trust company or a bank having the
powers of a trust company located in Massachusetts
(b) the Successor Trustee has a capital and surplus of not less than
$50,000,000.
(c) the Successor Trustee shall execute, deliver, record and file such
instruments as are required to confirm or perfect its succession hereunder as
successor Trustee.