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Title: |
Junior Subordinated Indenture |
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Entities: |
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Date: |
2003 |
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Size: |
Preview shows 32KB of 251KB total |
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Price: |
$77 |
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ID: |
#1454489 |
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Form of
JUNIOR SUBORDINATED INDENTURE
MELLON FUNDING CORPORATION, ISSUER
and
MELLON FINANCIAL CORPORATION, GUARANTOR
to
JPMORGAN CHASE BANK
Trustee
Dated as of
MELLON FUNDING CORPORATION
and
MELLON FINANCIAL CORPORATION
Reconciliation and tie between the Trust Indenture Act of 1939 (including cross-references to provisions of Sections 310 to and including 317 which, pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by the Trust Reform Act of 1990, are a part of and govern the Indenture whether or not physically contained therein) and the Junior Subordinated Indenture, dated as of .
|
Trust Indenture Act Section |
Indenture Section | |||
|
(S)310 |
(a) (1), (2) and (5) | 7.9 | ||
| (a) (3) | Not Applicable | |||
| (a) (4) | Not Applicable | |||
| (b) |
7.8 7.10 | |||
| (c) | Not Applicable | |||
|
(S)311 |
(a) | 7.13(a) | ||
| (b) | 7.13(b) | |||
| (b) (2) | 8.3(a) (2) 8.3(a) (2) | |||
|
(S)312 |
(a) | 8.1 8.2(a) | ||
| (b) | 8.2(b) | |||
| (c) | 8.2(c) | |||
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(S)313 |
(a) | 8.3(a) | ||
| (b) | 8.3(b) | |||
| (c) | 8.3(a), 7.3(b) | |||
| (d) | 8.3(c) | |||
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(S)314 |
(a) (1), (2) and (3) | 8.4 | ||
| (a) (4) | 11.8 | |||
| (b) | Not Applicable | |||
| (c) (1) | 1.2 | |||
| (c) (2) | 1.2 | |||
| (c) (3) | Not Applicable | |||
| (d) | Not Applicable | |||
| (e) | 1.2 | |||
| (f) | Not Applicable | |||
|
(S)315 |
(a) | 7.1(a) | ||
| (b) |
7.2 8.3(a) (6) | |||
| (c) | 7.1(b) | |||
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Trust Indenture Act Section |
Indenture Section | |||
| (d) | 7.1(c) | |||
| (d) (1) | 7.1(a) (1) | |||
| (d) (2) | 7.1(c) (2) | |||
| (d) (3) | 7.1(c) (3) | |||
| (e) | 6.14 | |||
|
(S)316 |
(a) | 1.1 | ||
| (a) (1) (A) | 6.12 | |||
| (a) (1) (B) | 6.13 | |||
| (a) (2) | Not Applicable | |||
| (b) | 6.8 | |||
| (c) | 1.4(f) | |||
|
(S)317 |
(a) (1) | 6.3 | ||
| (a) (2) | 6.4 | |||
| (b) | 11.3 | |||
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(S)318 |
(a) | 1.7 | ||
| Note: | This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Junior Subordinated Indenture. |
JUNIOR SUBORDINATED INDENTURE, dated as of , among MELLON FUNDING CORPORATION, a Pennsylvania corporation (hereinafter called the Company) having its principal office at One Mellon Bank Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258, MELLON FINANCIAL CORPORATION, a Pennsylvania corporation (hereinafter called the Guarantor) having its principal office at One Mellon Bank Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258, and JPMORGAN CHASE BANK, as Trustee (hereinafter called the Trustee).
RECITALS OF THE COMPANY
The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured junior subordinated debt securities in series (hereinafter called the Securities) of substantially the tenor hereinafter provided, and to provide the terms and conditions upon which the Securities are to be authenticated, issued and delivered.
All things necessary to make the Securities, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and to make this Indenture a valid agreement of the Company, in accordance with their and its terms, have been done.
RECITALS OF THE GUARANTOR
The Guarantor has duly authorized the Guarantees provided for herein, and to provide therefore the Guarantor has duly authorized the execution and delivery of this Indenture.
All things necessary to make the Guarantees, when endorsed on the Securities to which they relate and executed by the Guarantor, the valid obligations of the Guarantor, and to make this Indenture a valid agreement of the Guarantor, in accordance with their and its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows:
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.1. Definitions.
For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:
1
(1) The terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;
(2) All other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;
(3) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and the term generally accepted accounting principles with respect to any computation required or permitted hereunder shall mean such accounting principles which are generally accepted at the date or time of such computation; provided, that when two or more principles are so generally accepted, it shall mean that set of principles consistent with those in use by the Company or the Guarantor; and
(4) The words herein, hereof and hereunder and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.
Act when used with respect to any Holder has the meaning specified in Section 1.4.
Additional Interest means the interest, if any, that shall accrue on any interest on the Securities of any series the payment of which has not been made on the applicable Interest Payment Date and which shall accrue at the rate per annum specified or determined as specified in such Security.
Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing.
Authenticating Agent means any Person authorized by the Trustee pursuant to Section 7.14 to act on behalf of the Trustee to authenticate Securities of one or more series.
Board of Directors means either the board of directors of the Company or of the Guarantor, as the case may be, or any committee of that board duly authorized to act hereunder.
Board Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or the Guarantor, as the case may be, to have been duly adopted by the Board of Directors, or such committee of the Board of Directors or officers of the Company or the Guarantor, as the case may be, to which authority to act
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