AMENDMENT NO. 3
TO THE
SECOND AMENDED AND RESTATED TRUST AGREEMENT
OF
CHARTERMAC
This AMENDMENT NO. 3 dated as of June 13, 2006 ("Amendment No. 3") to
the Trust Agreement (as defined below) of CharterMac, a Delaware statutory trust
(the "Company"), is entered into, by and among the undersigned Trustees.
Capitalized terms used but not defined shall have the meaning assigned to such
terms in Article 2 of the Trust Agreement.
W I T N E S S E T H :
WHEREAS, certain of the Trustees have created a statutory trust in
accordance with applicable provisions of the Trust Act by entering into a Trust
Agreement, dated as of August 12, 1996, as amended by an Amendment No. 1 to
Trust Agreement dated as of April 30, 1997, and as amended and restated by the
Amended and Restated Trust Agreement dated as of September 30, 1997, and as
further amended by Amendment Nos. 1, 2, 3 and 4 to the Amended and Restated
Trust Agreement dated as of May 8, 2000, December 11, 2000, June 13, 2002 and
November 17, 2003, respectively and as further amended and restated by the
Second Amended and Restated Trust Agreement dated as of November 17, 2003, and
as further amended by Amendment Nos. 1 and 2 to the Second Amended and Restated
Trust Agreement dated as of September 20, 2005 and November 30, 2005,
respectively, (as so amended and amended and restated, the "Trust Agreement"),
and by the filing with the Secretary of State of the State of Delaware of a
Certificate of Trust on August 12, 1996, as heretofore amended; and
WHEREAS, Section 6.1 of the Trust Agreement authorizes the Company to
issue 100,000,000 shares;
WHEREAS, by resolutions dated April 3, 2006, the Board of Trustees
deemed it to be advisable and in the best interests of the Company that the
Trust Agreement be amended to increase the number of authorized shares from
100,000,000 to 160,000,000 subject to approval of the Company's Shareholders
(the "Trust Agreement Amendment");
WHEREAS, the holders of a majority of the issued and outstanding
Common Shares and Special Preferred Voting Shares have approved the Trust
Agreement Amendment;
NOW, THEREFORE, the Trust Agreement is hereby amended effective as of
June 13, 2006 as follows:
1. The first sentence of the first paragraph of Section 6.1 of
the Trust Agreement is amended and restated in its entirety as follows:
6.1 AUTHORIZATION OF SHARES. The Trust is authorized to issue
160,000,000 Shares.
2. Except as otherwise amended herein, the Trust Agreement
remains unchanged and in full force and effect.
3. This Amendment No. 3 shall be interpreted in accordance with
the laws of the State of Delaware (without regard to conflict of laws
principles), all rights and remedies being governed by such laws.
4. This Amendment No. 3 may be executed in counterparts, each of
which shall be an original and all of which shall constitute one and the same
instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 3 to be
executed as of the day and year first above written.
MANAGING TRUSTEES:
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REGISTERED TRUSTEE:
WILMINGTON TRUST COMPANY,
(executing solely pursuant
to Section 3.2(iii) of the
Trust Agreement and not in
its individual capacity but
solely as Registered
Trustee)
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Sr. Financial Services Advisor
