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BRUNSWICK CORPORATION
AND
CONTINENTAL ILLINOIS NATIONAL BANK AND
TRUST COMPANY OF CHICAGO.
Trustee
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Indenture
Dated as of March 15, 1987
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No successor trustee shall accept appointment as provided in this Section
8.11 unless at the time of such acceptance such successor trustee shall be
qualified under the provision of Section 8.08 and eligible under the
provisions of Section 8.09.
Upon acceptance of appointment by a successor trustee as provided in this
Section 8.11, the Company shall mail notice of the succession of such trustee
hereunder to all holders of Securities of any series for which such successor
trustee is acting as trustee as the names and addresses of such holders appear
on the registry books. If the Company fails to mail such notice in the
prescribed manner within 10 days after the acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed
at the expense of the Company.
SECTION 8.12. Succession by Merger, etc. Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder without the execution or filing of any
paper or any further act on the part of any of the parties hereto.
In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall
have been authenticated but not delivered, any such successor to the Trustee
may adopt the certificate of authentication of any predecessor trustee, and
deliver such Securities so authenticated; and in case at that time any of the
Securities of any series shall not have been authenticated, any successor to
the Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor trustee; and in all such
cases such certificates shall have the full force which it is anywhere in the
Securities of such series or in this Indenture provided that the certificates
of the Trustee shall have, provided, however, that the right to adopt the
certificate of authentication of any predecessor trustee or authenticate
Securities of any series in the name of any predecessor trustee shall apply
only to its successor or successors by merger, conversion or consolidation.
SECTION 8.13. Limitations on Rights of Trustee as a Creditor. (a) Subject
to the provisions of Section 8.13(b), if the Trustee shall be or shall become
a creditor, directly or indirectly, secured or unsecured, of the Company or of
any other obligor on the Securities within four months prior to a default, as
defined in Section 8.13(c), or subsequent to such a default, then, unless and
until such default shall be cured, the Trustee shall set apart and hold in a
special account for the benefit of the Trustee individually, the holders of
the Securities and the holders of other indenture securities [as defined in
paragraph (2) of Section 8.13(c)]:
XXXXXX TRUST AND SAVINGS BANK
XXXXXX TRUST COMPANY OF CALIFORNIA
XXXXXX TRUST COMPANY OF NEW YORK
WHEREAS, Xxxxxx Trust and Savings Bank ("Xxxxxx Illinois"), Xxxxxx Trust
Company of California ("Xxxxxx California"), and Xxxxxx Trust Company of New
York ("Xxxxxx New York") (collectively, the "Xxxxxx Entities") have
transferred substantially all of their corporate trust business to The Bank of
New York ("BNY") as assignee of CTC Illinois Trust Company (the name which is
expected to be changed to BNY Midwest Trust Company in the near future)
("CTC") pursuant to a Transfer and Assumption Agreement dated January 31, 2000
(the "Transfer Agreement") by and among CTC and The Bank of New York Company,
Inc. ("Buyer Parent") and the Xxxxxx Entities and Xxxxxx Bankcorp, Inc.
WHEREAS, in order to facilitate the transfer of the corporate trust
business and to permit CTC, BNY and their affiliate, BNY Western Trust Company
("BNY Western") to act as agent of the Xxxxxx Entities pursuant to Section
4.11 of the Transfer Agreement, the Xxxxxx Entities have agreed to provide
certain employees of CTC, BNY and BNY Western with the authority to sign
documentation related to certain of the corporate trust business transferred
under the Transfer Agreement.
NOW, THEREFORE, Xxxxxx Illinois, Xxxxxx California and Xxxxxx New York,
each hereby appoint each of the persons whose name, title and signature
appears on Exhibit A attached hereto (each such person being referred to as an
"Authorized Signer") as its lawful attorney-in-fact for the purpose of
executing in the name of Xxxxxx Illinois, Xxxxxx California and Xxxxxx New
York, as the case may be, all certificates, instruments, and other documents
related to or necessary for the discharge of Xxxxxx Illinois', Xxxxxx
California's, and Xxxxxx New York's, as the case may be, duties of trustee or
agent by BNY, CTC or BNY Western under any indentures and other financing
documents and all activities incident thereto related to any Restricted Trust
or Agency agreement. Each Authorized Signer may act individually. Terms not
defined herein shall have meanings assigned to them in the Transfer Agreement.
The indemnification provisions set forth in Article 8 of the Transfer
Agreement shall apply to the rights granted herein to BNY, as the Buyer, for
purposes of Section 8.2(d) of the Transfer Agreement. In addition to the
foregoing, for the purposes of the authorizations granted hereunder; (i) Buyer
Parent agrees to indemnify and hold harmless the Xxxxxx Entities as if BNY
Western and CTC each were a "Buyer" under Section 8.2(d) of the Transfer
Agreement and (ii) BNY Western and CTC agree to severally, but not jointly,
indemnify and hold harmless the Xxxxxx Entities as if BNY Western and CTC each
were a "Buyer" under Section 8.2(d) of the Transfer Agreement.
This Power of Attorney is coupled with an interest, is irrevocable, and
shall remain in effect until May 8, 2002.
IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney
as of May 25, 2000.
XXXXXX TRUST AND SAVINGS BANK XXXXXX TRUST COMPANY OF NEW YORK
/s/ Xxxxx X'Xxxxxx /s/ Xxxxx X'Xxxxxx
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XXXXXX TRUST COMPANY OF CALIFORNIA
/s/ Xxxxx X'Xxxxxx
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Agreed to and accepted as of May ___, 2000,
with respect to the indemnification obligations
set forth in the fourth paragraph hereof.
THE BANK OF NEW YORK COMPANY, INC.
/s/ Xxxxx Xxx Xxxx
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THE BANK OF NEW YORK
/s/ Xxxxx X. Xxxxx
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CTC ILLINOIS TRUST COMPANY
/s/ Xxxxx Xxxxx
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BNY WESTERN TRUST COMPANY
/s/ X.X. Xxxxxxx
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BANK OF NEW YORK/XXXXXX BANK TRANSITIONAL
Signing Authority
New York Office
Officer Title Specimen Signature
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Xxxx Xxxxxxx Vice President /s/ Xxxx Xxxxxxx
Xxxxx X. Xxxxxxx Vice President /s/ Xxxxx X. Xxxxxxx
Xxxx Xxxx X. Xxxxxxx Vice President /s/ Xxxx Xxxx X. Xxxxxxx
Xxxxxxx XxxXxxxx Vice President /s/ Xxxxxxx XxxXxxxx
Xxxxxx X. Xxxxxxx Vice President /s/ Xxxxxx X. Xxxxxxx
Xxxxxxx X. XxxXxxxxx Vice President & Asst. Secy. /s/ Xxxxxxx X. XxxXxxxxx
BANK OF NEW YORK/XXXXXX BANK TRANSITIONAL
Signing Authority
California Office
Officer Title Specimen Signature
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Xxxx X. Xxxxxxx Vice President /s/ Xxxx X. Xxxxxxx
Xxxxxx Xxxxxx Vice President /s/ Xxxxxx Xxxxxx
Xxxxx X. Xxxxxxx Assistant Treasurer /s/ Xxxxx X. Xxxxxxx
BANK OF NEW YORK/XXXXXX BANK TRANSITIONAL
Signing Authority
Chicago Office
Officer Title Specimen Signature
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Officer Title Specimen Signature
Xxxxxx X. Xxxxx Vice President /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxxxxxx Vice President /s/ Xxxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxx Vice President /s/ Xxxxx X. Xxxxxxx
Xxxxxx X. Onisehak Assistant Vice President /s/ Xxxxxx X. Onisehak
Rory Nowskowski Assistant Vice President /s/ Rory Nowskowski
Xxxxx Xxxxxxx Assistant Vice President /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxx Assistant Vice President /s/ Xxxxx Xxxxx
Xxxxxx X. Xxxxxxx Assistant Vice President /s/ Xxxxxx X. Xxxxxxx
Xxxxx X. Pamykela Assistant Vice President /s/ Xxxxx X. Pamykela
Xxxxxxx X. Xxxxxx Assistant Vice President /s/ Xxxxxxx X. Xxxxxx
