DATED AS OF MARCH 4, 1999
BANK OF MONTREAL - BANQUE DE MONTREAL
AND
THE ROYAL TRUST COMPANY -
COMPAGNIE TRUST ROYAL
AND
CIBC MELLON TRUST COMPANY -
COMPAGNIE TRUST CIBC MELLON
EIGHTEENTH SUPPLEMENTAL
INDENTURE
THIS EIGHTEENTH SUPPLEMENTAL INDENTURE made as of March 4, 1999.
BETWEEN
BANK OF MONTREAL - BANQUE DE MONTREAL, a Canadian chartered bank
(hereinafter called the "Bank"),
OF THE FIRST PART,
-and-
THE ROYAL TRUST COMPANY - COMPAGNIE TRUST ROYAL, a trust company existing
under the laws of Canada (hereinafter called "Royal Trust"),
OF THE SECOND PART,
-and-
CIBC MELLON TRUST COMPANY - COMPAGNIE TRUST CIBC MELLON, a trust company
existing under the laws of Canada (hereinafter called "CIBC Mellon"),
OF THE THIRD PART,
WHEREAS under an indenture made as of February 1, 1978 between the Bank and
Royal Trust (the "Original Trust Indenture") the creation and issue of
Debentures from time to time without limitation as to principal amount was
provided for;
AND WHEREAS the Original Trust Indenture was amended by the Fifteenth
Supplemental Trust Indenture made as of February 16, 1993 between the Bank and
Royal Trust to conform the Original Trust Indenture to the requirements of the
Bank Act, being chapter 46 of the Statutes of Canada, 1991;
AND WHEREAS by the Original Trust Indenture and indentures supplemental
thereto the Bank has issued fifteen series of Debentures and provided for the
issue of one other series of Debentures in exchange for one such series;
AND WHEREAS the Original Trust Indenture and the seventeen Supplemental
Indentures are herein collectively referred to as the "Indenture";
AND WHEREAS Royal Trust has agreed, subject to acceptance by the Bank, to
transfer to CIBC Mellon its appointment as Trustee under the Indenture;
AND WHEREAS pursuant to Section 11.08 of the Original Trust Indenture,
Royal Trust desires to resign as Trustee under the Indenture and be discharged
from the trusts thereof and the Bank is prepared to accept such resignation and
appoint CIBC Mellon as successor Trustee;
AND WHEREAS CIBC Mellon is willing to accept such appointment and
represents that it has the qualifications to act as Trustee as provided for in
the Indenture;
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AND WHEREAS the parties wish to execute this Supplemental Indenture for the
purpose of providing for the resignation of Royal Trust as Trustee and for its
replacement by CIBC Mellon;
AND WHEREAS all necessary corporate action has been taken by the parties
hereto for the execution and delivery of this Supplemental Indenture;
AND WHEREAS the foregoing recitals and any statements of fact in this
Supplemental Indenture relating to the Bank are and shall be deemed to be made
by the Bank;
NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:
ARTICLE ONE
INTERPRETATION
SECTION 1.1 DEFINITIONS. In this Supplemental Indenture, unless there is
something in the subject matter or context inconsistent therewith or unless
otherwise expressly provided:
"Bank" means Bank of Montreal and every successor bank that has complied
with the applicable provisions of the Indenture.
"Indenture" means the trust indenture dated as of February 1, 1978, as the
same may have been amended, modified and supplemented to the date hereof.
"CIBC Mellon" means CIBC Mellon Trust Company, the successor Trustee to
Royal Trust under the Indenture.
"Royal Trust" means The Royal Trust Company, the original Trustee under the
Indenture.
"Eighteenth Supplemental Indenture", "Supplemental Indenture", "herein"
"hereby", "hereof', and similar expressions mean or refer to this Supplemental
Indenture; and the expressions "Article" and "Section" followed by numbers mean
and refer to the specified Article or Section of this Supplemental Indenture,
unless the context otherwise requires.
SECTION 1.2 INCORPORATION OF INDENTURE. This Supplemental Indenture is
supplemental to and shall hereafter be read in conjunction with the Indenture
and the Indenture and this Supplemental Indenture shall hereinafter have effect
so far as practicable as if all the provisions thereof and hereof were contained
in one instrument. In this Supplemental Indenture and the recitals hereto,
unless there is something in the subject matter or context inconsistent
therewith, or unless so stated to the contrary in this Supplemental Indenture,
the words and expressions herein contained which are defined in the Indenture
shall have the meanings given to such words and expressions in the Indenture.
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SECTION 1.3. REFERENCE TO AND EFFECT ON THE INDENTURE. On and after the
date hereof; each reference in the Indenture to "this Indenture" "hereunder"
"hereof' "herein" or words of like import, and each reference to the Indenture
in any and all agreements, documents and instruments delivered by all or any one
or more of the Bank, Royal Trust, CIBC Mellon or any other person shall mean and
refer to the Indenture as amended hereby.
SECTION 1.4. INTERPRETATION NOT AFFECTED BY HEADINGS, ETC. The division of
this Supplemental Indenture into Articles and Sections and the insertion of
headings are for convenience of reference only and shall not affect the
construction or interpretation hereof.
SECTION 1.5. SINGULAR, PLURAL, ETC. As used herein, the singular shall
include the plural and the singular as the content shall require.
ARTICLE TWO
RESIGNATION AND REPLACEMENT OF TRUSTEE
SECTION 2.1. NOTICE OF RESIGNATION. Royal Trust hereby gives notice to the
Bank of its intention to resign as Trustee under the Indenture effective as of
the date hereof.
SECTION 2.2. WAIVER OF NOTICE. The Bank hereby accepts as sufficient the
notice of resignation given by Royal Trust in Section 2.1.
SECTION 2.3. RESIGNATION AND REPLACEMENT OF TRUSTEE. In accordance with the
Indenture and its notice provided in Section 2.1, Royal Trust hereby resigns as
Trustee, which resignation is hereby accepted by the Bank, and Royal Trust is
hereby discharged (i) from all trusts and powers reposed in and conferred upon
Royal Trust under the Indenture and (ii) from all liabilities, obligations and
duties to be performed under the Indenture insofar and to the extent only that
such liabilities, obligations and duties arise from and after the date hereof
and relate to any period, date or time that shall commence or occur on or after
the date hereof.
SECTION 2.4. APPOINTMENT OF CIBC MELLON. The Bank hereby appoints CIBC
Mellon as Trustee under the Indenture in replacement of and as successor to
Royal Trust and acknowledges and declares CIBC Mellon is vested as of and from
the date hereof with the powers, rights, and interests of the Trustee under the
Indenture upon the trusts set forth therein.
SECTION 2.5. ACCEPTANCE BY CIBC MELLON. CIBC Mellon hereby accepts its
appointment under Section 2.4 as Trustee under the Indenture and agrees as of
and from the date hereof to (i) perform its duties and obligations as Trustee
under the Indenture; and (ii) hold all the rights, privileges and benefits
conferred thereby and by law in trust for the persons who shall from time to
time be holders of Debentures subject to all the terms and conditions set forth
in the Indenture as supplemented and amended hereby.
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SECTION 2.6. REPRESENTATION AND WARRANTY BY CIBC MELLON. CIBC Mellon
hereby represents and warrants to the Bank that it is a corporation authorized
to carry on the business of a trust company in Canada.
SECTION 2.7. ASSIGNMENT. Royal Trust hereby transfers and assigns
absolutely to CIBC Mellon all of its title and interest in and to all property
which is subject to the trusts set forth in the Indenture and CIBC Mellon hereby
accepts all of Royal Trust's title and interest therein and thereto.
ARTICLE THREE
PRINCIPAL OFFICE OF CIBC MELLON
SECTION 3.1. PRINCIPAL OFFICE OF CIBC MELLON. All references to the
principal office of the Trustee in the City of Montreal, Quebec, contained in
the Indenture and in all other documents delivered in connection therewith shall
hereafter be deemed to refer to the office of CIBC Mellon Trust Company located
at 0000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxx, Xxxxxx X0X 0X0.
ARTICLE FOUR
CONFIRMATION
SECTION 4.1. CONFIRMATION. The Bank hereby acknowledges and confirms that,
except as specifically amended by the provisions of this Supplemental Indenture,
all of the terms and conditions contained in the Indenture are and shall remain
in full force and effect, unamended, in accordance with the provisions thereof
on the same basis as if CIBC Mellon had been originally named as Trustee in the
Indenture. The Bank hereby further agrees that the name of CIBC Mellon shall in
all respects be construed in the place and stead of the name of Royal Trust in
the Indenture and in all other documents delivered in connection therewith,
including, without limitation, the Debentures. The amendments provided for in
this Supplemental Indenture shall not prejudice any act or thing done prior to
the date of this Supplemental Indenture.
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ARTICLE FIVE
MISCELLANEOUS
SECTION 5.1. FURTHER ASSURANCES. The parties hereto convenant and agree to
execute and deliver such further and other instruments and to take such further
or other action as may be necessary or advisable to give effect to this
Supplemental Indenture and the provisions hereof.
SECTION 5.2. COUNTERPARTS. This Supplemental Indenture may be
simultaneously executed in several counterparts, each of which so executed shall
be deemed to be an original, and such counterparts together shall constitute one
and the same instrument.
IN WITNESS WHEREOF the parties hereto have declared that, except as
specifically provided herein, they have required that these presents and all
other documents related hereto be in the English language and have executed
these presents under their respective corporate seals and the hands of their
proper officers in that behalf.
BANK OF MONTREAL - BANQUE DE MONTREAL
By: /s/ XXXXX XXXXX
------------------------------------
SENIOR VICE-PRESIDENT, FINANCE
And: /s/ X. X. XXXXX
-----------------------------------
VICE-PRESIDENT AND SECRETARY
THE ROYAL TRUST COMPANY -
COMPAGNIE TRUST ROYAL
By: /s/ Illegible
------------------------------------
AUTHORIZED SIGNATORY
And: /s/ Illegible
-----------------------------------
AUTHORIZED SIGNATORY
CIBC MELLON TRUST COMPANY -
COMPAGNIE TRUST CIBC MELLON
By: /s/ Illegible
------------------------------------
Authorized Signatory
And: /s/ Illegible
-----------------------------------
Authorized Signatory
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