Exhibit 4.15
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, DATED AS OF 6-26-97
among State Street Corporation, duly organized and existing under the laws of
the Commonwealth of Massachusetts having its principal office at 225 Franklin
Street, Boston, Massachusetts (the "Company"), Fleet National Bank, a banking
corporation duly organized under the laws of the United States and having its
principal corporate trust office at One Federal Street, Boston, Massachusetts
(the "Resigning Trustee") and First Trust National Association, a national
banking association, having its principal corporate trust office at 180 East
Fifth Street, Saint Paul, Minnesota, 55101 (the "Successor Trustee").
RECITALS
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A. There are presently issued and outstanding $100,000,000 of the
Company's 5.95% Notes due September 15, 2003 and $150,000,000 of the Company's
7.35% Notes due June 15, 2026 under an Indenture, dated as of August 2, 1993
(the "Indenture"), between the Company and The First National Bank of Boston as
previous Trustee.
B. The Resigning Trustee wishes to resign as Trustee under the Indenture;
the Company wishes to appoint the Successor Trustee to succeed the Resigning
Trustee as Trustee under the Indenture; and the Successor Trustee wishes to
accept appointment as Trustee under the Indenture.
NOW THEREFORE, the Company, the Resigning Trustee and the Successor Trustee
agree as follows:
ARTICLE ONE
THE RESIGNING TRUSTEE
Section 101: Pursuant to Section 610 of the Indenture, the Resigning Trustee
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hereby notifies the Company that the Resigning Trustee has resigned as Trustee
under the Indenture.
Section 102: The Resigning Trustee hereby represents and warrants to the
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Successor Trustee that:
(a) To the best of the knowledge of the Responsible Officers of the
Resigning Trustee assigned to its Corporate Trust Department, no
Event of Default and no event which, after notice or lapse of
time or both, would become an Event of Default, had occurred and
is continuing under the Indenture;
(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 Indenture to effect any such waiver, and
(c) There is no action, suit or proceeding pending or, to the best of
the knowledge of the Responsible Officers of the Resigning
Trustee assigned to its Corporate Trust Department, 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 the Indenture.
(d) It assumes continued responsibility for its actions or omissions
during its term as Trustee under the Indenture.
Section 103. The resigning Trustee hereby assigns, transfers, delivers and
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confirms to the Successor Trustee all right, title and interest of the Resigning
Trustee in and to the trust under the Indenture and all the rights, powers and
trusts of the Trustee under the Indenture. The Resigning Trustee shall execute
and deliver such further instruments and shall do such other things as the
Successor Trustee may reasonable require so as to more fully and certainly vest
and confirm in the Successor Trustee all the rights, trusts and powers hereby
assigned, transferred, delivered and confirmed to the Successor Trustee.
ARTICLE TWO
THE COMPANY
Section 201. The Company hereby certifies that the person signing this
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Instrument on behalf of the Company is authorized to, among other things: (a)
accept the Resigning Trustee's resignation as Trustee under the Indenture; (b)
appoint the Successor Trustee as Trustee under the Indenture; and (c) execute
and deliver such agreements and other instruments as may be necessary or
desirable to effectuate the succession of the Successor Trustee under the
Indenture.
Section 202. The Company hereby appoints the Successor Trustee as Trustee under
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the Indenture and confirms to the Successor Trustee all the rights, trusts and
powers hereby assigned, transferred, delivered and confirmed to the Successor
Trustee.
ARTICLE THREE
THE SUCCESSOR TRUSTEE
Section 301. The Successor Trustee hereby represents and warrants to the
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Resigning Trustee and to the Company that the Successor Trustee is qualified and
eligible under the provisions of Section 609 of the Indenture.
Section 302. The Successor Trustee hereby accepts its appointment as trustee
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under the Indenture and shall hereby be vested with all the rights, powers,
trusts and duties of the Trustee under the Indenture.
ARTICLE FOUR
MISCELLANEOUS
Section 401. Except as otherwise expressly provided or unless the context
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otherwise requires, all terms used herein which are defined in the Indenture
shall have the meanings assigned to the Indenture.
Section 402. This Instrument and the resignation, appointment and acceptance
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affected hereby shall be effective as of the opening of business on the date
first above written upon the execution and delivery hereof by each of the
parties hereto.
Section 403. Notwithstanding the resignation of the Resigning Trustee effected
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hereby, the Company shall remain obligated under Section 607 of the Indenture to
compensate, reimburse and indemnify the Resigning Trustee in connection with its
trusteeship under the Indenture.
Section 404. The Instrument shall be governed by and constructed in accordance
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with the laws of the jurisdiction which govern the Indenture and its
construction.
Section 405. This instrument may be executed in any number of counterparts each
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of which shall be an original, but such counterparts shall together constitute
but one and the same instrument.
IN WITNESS WHEREOF, the parties hereby have caused this
Instrument of Resignation, Appointment and Acceptance to be duly executed and
their respective seals to be affixed hereunto and duly attested all as of the
day and year first above written.
Attest: State Street Corporation
------------------------- (the "Company")
By: [SIGNATURE APPEARS HERE]
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Attest: Fleet National Bank
------------------------- (the "Resigning Trustee")
By:
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Attest: [SIGNATURE APPEARS HERE] First Trust National Association
------------------------- (the "Successor Trustee")
By: [SIGNATURE APPEARS HERE]
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