e305b2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
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STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE |
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) þ |
DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)
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NEW YORK
(Jurisdiction of Incorporation or
organization if not a U.S. national bank)
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13-4941247
(I.R.S. Employer
Identification no.) |
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60 WALL STREET
NEW YORK, NEW YORK
(Address of principal
executive offices)
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10005
(Zip Code) |
Deutsche Bank Trust Company Americas
Attention: Lynne Malina
Legal Department
60 Wall Street, 37th Floor
New York, New York 10005
(212) 250-0677
(Name, address and telephone number of agent for service)
Qimonda AG
(Exact name of obligor as specified in its charter)
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Federal Republic of Germany
(State or other jurisdiction
of incorporation or organization)
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Not Applicable
(IRS Employer Identification No.) |
Gustav-Heinemann-Ring 212
81739 Munich, Germany
Tel. No.: 011-49-89-60088-0
(Address and telephone number of Registrants principal executive offices)
Qimonda Finance LLC
(Exact name of obligor as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation or organization)
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41-2245078
(IRS Employer Identification No.) |
3000 CentreGreen Way
Cary, North Carolina 27513 USA
Tel. No.: (919) 677-2700
Qimonda North America Corp.
Attn: General Counsel
Corporate Trust Center
1209 Orange Street
Wilmington, County of New Castle
Delaware 19801
Tel. No.: (408) 501-7000
(Address and Zip Code of agent for service)
Debt Securities
(Title of the Indenture securities)
Item 1. |
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General Information. |
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Furnish the following information as to the trustee. |
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(a) |
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Name and address of each examining or supervising authority to which it is subject. |
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Name |
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Address |
Federal Reserve Bank (2nd District)
Federal Deposit Insurance Corporation
New York State Banking Department
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New York, NY
Washington, D.C.
Albany, NY |
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(b) |
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Whether it is authorized to exercise corporate trust powers.
Yes. |
Item 2. |
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Affiliations with Obligor. |
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If the obligor is an affiliate of the Trustee, describe each such affiliation. |
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None. |
Item 3.-15. |
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Not Applicable |
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To the best of the Trustees knowledge, the obligor is not in default under any
Indenture for which the Trustee acts as Trustee. |
Item 16. |
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List of Exhibits. |
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Exhibit 1
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Restated Organization Certificate of Bankers Trust Company dated August
6, 1998, Certificate of Amendment of the Organization Certificate of Bankers
Trust Company dated September 25, 1998, Certificate of Amendment of the
Organization Certificate of Bankers Trust Company dated December 16, 1998, and
Certificate of Amendment of the Organization Certificate of Bankers Trust
Company dated February 27, 2002, copies attached. |
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Exhibit 2
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Certificate of Authority to commence business Incorporated herein by
reference to Exhibit 2 filed with Form T-1 Statement, Registration No.
33-21047. |
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Exhibit 3
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Authorization of the Trustee to exercise corporate trust
powers. Copy attached. |
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Exhibit 4
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Existing By-Laws of Bankers Trust Company, as amended on
April 15, 2002. Copy attached. |
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Exhibit 5
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Not applicable. |
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Exhibit 6
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Consent of Bankers Trust Company required by Section 321(b) of the Act.
Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement,
Registration No. 22-18864. |
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Exhibit 7
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The latest report of condition of Deutsche Bank Trust Company Americas
dated as of September 30, 2007. Copy attached. |
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Exhibit 8
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Not Applicable. |
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Exhibit 9
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Not Applicable. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee,
Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the
State of New York, has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York,
and State of New York, on this 6th
day of February, 2008.
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DEUTSCHE BANK TRUST COMPANY AMERICAS
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By: |
/s/ Wanda Camacho |
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Wanda Camacho
Vice President |
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State of New York,
Banking Department
I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE
the annexed Certificate entitled CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF
BANKERS TRUST COMPANY Under Section 8005 of the Banking Law, dated September 16, 1998, providing
for an increase in authorized capital stock from $3,001,666,670 consisting of 200,166,667 shares
with a par value of $10 each designated as Common Stock and 1,000 shares with a par value of
$1,000,000 each designated as Series Preferred Stock to $3,501,666,670 consisting of 200,166,667
shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of
$1,000,000 each designated as Series Preferred Stock.
Witness, my hand and official seal of the Banking Department at the City of New York,
this 25th day of September in the Year of
our Lord one thousand nine hundred and ninety-eight.
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/s/ Manuel Kursky
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Deputy Superintendent of Banks |
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RESTATED
ORGANIZATION
CERTIFICATE
OF
BANKERS TRUST COMPANY
Under Section 8007
Of the Banking Law
Bankers Trust Company
1301 6th Avenue, 8th Floor
New York, N.Y. 10019
Counterpart Filed in the Office of the Superintendent of Banks, State of New York, August 31, 1998
RESTATED ORGANIZATION CERTIFICATE
OF
BANKERS TRUST
Under Section 8007 of the Banking Law
We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and an
Assistant Secretary and a Vice President and an Assistant Secretary of BANKERS TRUST COMPANY, do
hereby certify:
1. The name of the corporation is Bankers Trust Company.
2. The organization certificate of the corporation was filed by the Superintendent of Banks of
the State of New York on March 5, 1903.
3. The text of the organization certificate, as amended heretofore, is hereby restated without
further amendment or change to read as herein-set forth in full, to wit:
Certificate of Organization
of
Bankers Trust Company
Know All Men By These Presents That we, the undersigned, James A. Blair, James G. Cannon, E.
C. Converse, Henry P. Davison, Granville W. Garth, A. Barton Hepburn, Will Logan, Gates W.
McGarrah, George W. Perkins, William H. Porter, John F. Thompson, Albert H. Wiggin, Samuel
Woolverton and Edward F. C. Young, all being persons of full age and citizens of the United States,
and a majority of us being residents of the State of New York, desiring to form a corporation to be
known as a Trust Company, do hereby associate ourselves together for that purpose under and
pursuant to the laws of the State of New York, and for such purpose we do hereby, under our
respective hands and seals, execute and duly acknowledge this Organization Certificate in
duplicate, and hereby specifically state as follows, to wit:
I. The name by which the said corporation shall be known is Bankers Trust Company.
II. The place where its business is to be transacted is the City of New York, in the State of
New York.
III. Capital Stock: The amount of capital stock which the corporation is hereafter to have is
Three Billion One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred
Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1,000
shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred
Stock.
(a) Common Stock
1. Dividends: Subject to all of the rights of the Series Preferred Stock, dividends may be
declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the
corporation legally available for the payment of dividends.
2. Voting Rights: Except as otherwise expressly provided with respect to the Series Preferred
Stock or with respect to any series of the Series Preferred Stock, the Common Stock shall have the
exclusive right to vote for the election of directors and for all other purposes, each holder of
the Common Stock being entitled to one vote for each share thereof held.
3. Liquidation: Upon any liquidation, dissolution or winding up of the corporation, whether
voluntary or involuntary, and after the holders of the Series Preferred Stock of each series shall
have been paid in full the amounts to which they respectively shall be entitled, or a sum
sufficient for the payment in full set aside, the remaining net assets of the corporation shall be
distributed pro rata to the holders of the Common Stock in accordance with their respective rights
and interests, to the exclusion of the holders of the Series Preferred Stock.
4. Preemptive Rights: No holder of Common Stock of the corporation shall be entitled, as
such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of
stock of any class or series whatsoever, any rights or options to purchase stock of any class or
series whatsoever, or any securities convertible into, exchangeable for or carrying rights or
options to purchase stock of any class or series whatsoever, whether now or hereafter authorized,
and whether issued for cash or other consideration, or by way of dividend or other distribution.
(b) Series Preferred Stock
1. Board Authority: The Series Preferred Stock may be issued from time to time by the Board
of Directors as herein provided in one or more series. The designations, relative rights,
preferences and limitations of the Series Preferred Stock, and particularly of the shares of each
series thereof, may, to the extent permitted by law, be similar to or may differ from those of any
other series. The Board of Directors of the corporation is hereby expressly granted authority,
subject to the provisions of this Article III, to issue from time to time Series Preferred Stock in
one or more series and to fix from time to time before issuance thereof, by filing a certificate
pursuant to the Banking Law, the number of shares in each such series of such class and all
designations, relative rights (including the right, to the extent permitted by law, to convert into
shares of any class or into shares of any series of any class), preferences and limitations of the
shares in each such series, including, but without limiting the generality of the foregoing, the
following:
(i) The number of shares to constitute such series (which number may at any time, or
from time to time, be increased or decreased by the Board of Directors, notwithstanding that
shares of the series may be outstanding at the time of such increase or decrease, unless the Board of Directors shall have otherwise provided in creating such series) and the
distinctive designation thereof;
(ii) The dividend rate on the shares of such series, whether or not dividends on the shares of such series shall be cumulative, and the date or dates, if any, from which dividends thereon shall be cumulative;
(iii) Whether or not the share of such series shall be redeemable, and, if redeemable,
the date or dates upon or after which they shall be redeemable, the amount or amounts per
share (which shall be, in the case of each share, not less than its preference upon
involuntary liquidation, plus an amount equal to all dividends thereon accrued and unpaid,
whether or not earned or declared) payable thereon in the case of the redemption thereof,
which amount may vary at different redemption dates or otherwise as permitted by law;
(iv) The right, if any, of holders of shares of such series to convert the same into, or
exchange the same for, Common Stock or other stock as permitted by law, and the terms and
conditions of such conversion or exchange, as well as provisions for adjustment of the
conversion rate in such events as the Board of Directors shall determine;
(v) The amount per share payable on the shares of such series upon the voluntary and
involuntary liquidation, dissolution or winding up of the corporation;
(vi) Whether the holders of shares of such series shall have voting power, full or
limited, in addition to the voting powers provided by law and, in case additional voting
powers are accorded, to fix the extent thereof; and
(vii) Generally to fix the other rights and privileges and any qualifications,
limitations or restrictions of such rights and privileges of such series, provided, however,
that no such rights, privileges, qualifications, limitations or restrictions shall be in
conflict with the organization certificate of the
corporation or with the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of which
there are shares outstanding.
All shares of Series Preferred Stock of the same series shall be identical in all respects,
except that shares of any one series issued at different times may differ as to dates, if any, from
which dividends thereon may accumulate. All shares of Series Preferred Stock of all series shall
be of equal rank and shall be identical in all respects except that to the extent not otherwise
limited in this Article III any series may differ from any other series with respect to any one or
more of the designations, relative rights, preferences and limitations described or referred to in
subparagraphs (I) to (vii) inclusive above.
2. Dividends: Dividends on the outstanding Series Preferred Stock of each series shall be
declared and paid or set apart for payment before any dividends shall be declared and paid or set
apart for payment on the Common Stock with respect to the same quarterly dividend period.
Dividends on any shares of Series Preferred Stock shall be cumulative only if and to the extent set
forth in a certificate filed pursuant to law. After dividends on all shares of Series Preferred
Stock (including cumulative dividends if and to the extent any such shares shall be entitled
thereto) shall have been declared and paid or set apart for payment with respect to any quarterly
dividend period, then and not otherwise so long as any shares of Series Preferred Stock shall
remain outstanding, dividends may be declared and paid or set apart for payment with respect to the
same quarterly dividend period on the Common Stock out the assets or funds of the corporation
legally available therefor.
All Shares of Series Preferred Stock of all series shall be of equal rank, preference and
priority as to dividends irrespective of whether or not the rates of dividends to which the same
shall be entitled shall be the same and when the stated dividends are not paid in full, the shares
of all series of the Series Preferred Stock shall share ratably in the payment thereof in
accordance with the sums which would be payable on such shares if all dividends were paid in full,
provided, however, that any two or more series of the Series Preferred Stock may differ from each
other as to the existence and extent of the right to cumulative dividends, as aforesaid.
3. Voting Rights: Except as otherwise specifically provided in the certificate filed pursuant
to law with respect to any series of the Series Preferred Stock, or as otherwise provided by law,
the Series Preferred Stock shall not have any right to vote for the election of directors or for
any other purpose and the Common Stock shall have the exclusive right to vote for the election of
directors and for all other purposes.
4. Liquidation: In the event of any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, each series of Series Preferred Stock shall have
preference and priority over the Common Stock for payment of the amount to which each outstanding
series of Series Preferred Stock shall be entitled in accordance with the provisions thereof and
each holder of Series Preferred Stock shall be entitled to be paid in full such amount, or have a
sum sufficient for the payment in full set aside, before any payments shall be made to the holders
of the Common Stock. If, upon liquidation, dissolution or winding up of the corporation, the
assets of the corporation or proceeds thereof, distributable among the holders of the shares of all
series of the Series Preferred Stock shall be insufficient to pay in full the preferential amount
aforesaid, then such assets, or the proceeds thereof, shall be distributed among such holders
ratably in accordance with the respective amounts which would be payable if all amounts payable
thereon were paid in full. After the payment to the holders of Series Preferred Stock of all such
amounts to which they are entitled, as above provided, the remaining assets and funds of the
corporation shall be divided and paid to the holders of the Common Stock.
5. Redemption: In the event that the Series Preferred Stock of any series shall be made redeemable
as provided in clause (iii) of paragraph 1 of section (b) of this Article III, the corporation, at
the option of the Board of Directors, may redeem at any time or times, and from time to time, all
or any part of any one or more series of Series Preferred Stock outstanding by paying for each
share the then applicable redemption price fixed by the Board of Directors as provided herein, plus an amount equal to accrued and unpaid dividends to the
date fixed for redemption, upon such notice and terms as may be specifically provided in the
certificate filed pursuant to law with respect to the series.
6. Preemptive Rights: No holder of Series Preferred Stock of the corporation shall be
entitled, as such, as a matter or right, to subscribe for or purchase any part of any new or
additional issue of stock of any class or series whatsoever, any rights or options to purchase
stock of any class or series whatsoever, or any securities convertible into, exchangeable for or
carrying rights or options to purchase stock of any class or series whatsoever, whether now or
hereafter authorized, and whether issued for cash or other consideration, or by way of dividend.
(c) Provisions relating to Floating Rate Non-Cumulative Preferred Stock, Series A.
(Liquidation value $1,000,000 per share.)
1. Designation: The distinctive designation of the series established hereby shall be
Floating Rate Non-Cumulative Preferred Stock, Series A (hereinafter called Series A Preferred
Stock).
2. Number: The number of shares of Series A Preferred Stock shall initially be 250 shares.
Shares of Series A Preferred Stock redeemed, purchased or otherwise acquired by the corporation
shall be cancelled and shall revert to authorized but unissued Series Preferred Stock undesignated
as to series.
3. Dividends:
(a) Dividend Payments Dates. Holders of the Series A Preferred Stock shall be entitled to
receive non-cumulative cash dividends when, as and if declared by the Board of Directors of the
corporation, out of funds legally available therefor, from the date of original issuance of such
shares (the Issue Date) and such dividends will be payable on March 28, June 28, September 28 and
December 28 of each year (Dividend Payment Date) commencing September 28, 1990, at a rate per
annum as determined in paragraph 3(b) below. The period beginning on the Issue Date and ending on
the day preceding the first Dividend Payment Date and each successive period beginning on a
Dividend Payment Date and ending on the date preceding the next succeeding Dividend Payment Date is
herein called a Dividend Period. If any Dividend Payment Date shall be, in The City of New York,
a Sunday or a legal holiday or a day on which banking institutions are authorized by law to close,
then payment will be postponed to the next succeeding business day with the same force and effect
as if made on the Dividend Payment Date, and no interest shall accrue for such Dividend Period
after such Dividend Payment Date.
(b) Dividend Rate. The dividend rate from time to time payable in respect of Series A
Preferred Stock (the Dividend Rate) shall be determined on the basis of the following provisions:
(i) On the Dividend Determination Date, LIBOR will be determined on the basis of the offered
rates for deposits in U.S. dollars having a maturity of three months commencing on the second
London Business Day immediately following such Dividend Determination Date, as such rates appear on
the Reuters Screen LIBO Page as of 11:00 A.M. London time, on such Dividend Determination Date. If
at least two such offered rates appear on the Reuters Screen LIBO Page, LIBOR in respect of such
Dividend Determination Dates will be the arithmetic mean (rounded to the nearest one-hundredth of a
percent, with five one-thousandths of a percent rounded upwards) of such offered rates. If fewer
than those offered rates appear, LIBOR in respect of such Dividend Determination Date will be
determined as described in paragraph (ii) below.
(ii) On any Dividend Determination Date on which fewer than those offered rates for the applicable
maturity appear on the Reuters Screen LIBO Page as specified in paragraph (I) above, LIBOR will be
determined on the basis of the rates at which deposits in U.S. dollars having a maturity of three
months commencing on the second London Business Day immediately following such Dividend
Determination Date and in a principal amount of not less than $1,000,000 that is representative of
a single transaction in such market at such time are offered by three major banks in the London
interbank market selected by the corporation at approximately 11:00 A.M., London time, on such
Dividend Determination Date to prime banks in the London market. The corporation will request the
principal London office of each of such banks to provide a quotation of its rate. If at least two
such quotations are provided, LIBOR in respect of such Dividend Determination Date will be the
arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a
percent rounded upwards) of such quotations. If fewer than two quotations are provided, LIBOR in
respect of such Dividend Determination Date will be the arithmetic mean (rounded to the nearest
one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of the rates
quoted by three major banks in New York City selected by the corporation at approximately 11:00
A.M., New York City time, on such Dividend Determination Date for loans in U.S. dollars to leading
European banks having a maturity of three months commencing on the second London Business Day
immediately following such Dividend Determination Date and in a principal amount of not less than
$1,000,000 that is representative of a single transaction in such market at such time; provided,
however, that if the banks selected as aforesaid by the corporation are not quoting as
aforementioned in this sentence, then, with respect to such Dividend Period, LIBOR for the preceding Dividend Period will be continued as LIBOR for such
Dividend Period.
(ii) The Dividend Rate for any Dividend Period shall be equal to the lower of 18% or 50 basis
points above LIBOR for such Dividend Period as LIBOR is determined by sections (I) or (ii) above.
As used above, the term Dividend Determination Date shall mean, with respect to any Dividend
Period, the second London Business Day prior to the commencement of such Dividend Period; and the
term London Business Day shall mean any day that is not a Saturday or Sunday and that, in New
York City, is not a day on which banking institutions generally are authorized or required by law
or executive order to close and that is a day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market.
4. Voting Rights: The holders of the Series A Preferred Stock shall have the voting power and
rights set forth in this paragraph 4 and shall have no other voting power or rights except as
otherwise may from time to time be required by law.
So long as any shares of Series A Preferred Stock remain outstanding, the corporation shall
not, without the affirmative vote or consent of the holders of at least a majority of the votes of
the Series Preferred Stock entitled to vote outstanding at the time, given in person or by proxy,
either in writing or by resolution adopted at a meeting at which the holders of Series A Preferred
Stock (alone or together with the holders of one or more other series of Series Preferred Stock at
the time outstanding and entitled to vote) vote separately as a class, alter the provisions of the
Series Preferred Stock so as to materially adversely affect its rights; provided, however, that in
the event any such materially adverse alteration affects the rights of only the Series A Preferred
Stock, then the alteration may be effected with the vote or consent of at least a majority of the
votes of the Series A Preferred Stock; provided, further, that an increase in the amount of the
authorized Series Preferred Stock and/or the creation and/or issuance of other series of Series
Preferred Stock in accordance with the organization certificate shall not be, nor be deemed to be,
materially adverse alterations. In connection with the exercise of the voting rights contained in
the preceding sentence, holders of all series of Series Preferred Stock which are granted such
voting rights (of which the Series A Preferred Stock is the initial series) shall vote as a class
(except as specifically provided otherwise) and each holder of Series A Preferred Stock shall have
one vote for each share of stock held and each other series shall have such number of votes, if
any, for each share of stock held as may be granted to them.
The foregoing voting provisions will not apply if, in connection with the matters specified,
provision is made for the redemption or retirement of all outstanding Series A Preferred Stock.
5. Liquidation: Subject to the provisions of section (b) of this Article III, upon any
liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, the
holders of the Series A Preferred Stock shall have preference and priority over the Common Stock
for payment out of the assets of the corporation or proceeds thereof, whether from capital or
surplus, of $1,000,000 per share (the liquidation value) together with the amount of all
dividends accrued and unpaid thereon, and after such payment the holders of Series A Preferred
Stock shall be entitled to no other payments.
6. Redemption: Subject to the provisions of section (b) of this Article III, Series A
Preferred Stock may be redeemed, at the option of the corporation in whole or part, at any time or
from time to time at a redemption price of $1,000,000 per share, in each case plus accrued and
unpaid dividends to the date of redemption.
At the option of the corporation, shares of Series A Preferred Stock redeemed or otherwise
acquired may be restored to the status of authorized but unissued shares of Series Preferred Stock.
In the case of any redemption, the corporation shall give notice of such redemption to the
holders of the Series A Preferred Stock to be redeemed in the following manner: a notice specifying
the shares to be redeemed and the time and place of redemption (and, if less than the total
outstanding shares are to be redeemed, specifying the certificate numbers and number of shares to
be redeemed) shall be mailed by first class mail, addressed to the holders of record of the Series
A Preferred Stock to be redeemed at their respective addresses as the same shall appear upon the
books of the corporation, not more than sixty (60) days and not less than thirty (30) days previous
to the date fixed for redemption. In the event such notice is not given to any shareholder such
failure to give notice shall not affect the notice given to other shareholders. If less than the
whole amount of outstanding Series A Preferred Stock is to be redeemed, the shares to be redeemed
shall be selected by lot or pro rata in any manner determined by resolution of the Board of
Directors to be fair and proper. From and after the date fixed in any such notice as the date of
redemption (unless default shall be made by the corporation in providing moneys at the time
and place of redemption for the payment of the redemption price) all dividends upon the Series
A Preferred Stock so called for redemption shall cease to accrue, and all rights of the holders of
said Series A Preferred Stock as stockholders in the corporation, except the right to receive the
redemption price (without interest) upon surrender of the certificate representing the Series A
Preferred Stock so called for redemption, duly endorsed for transfer, if required, shall cease and
terminate. The corporations obligation to provide moneys in accordance with the
preceding sentence shall be deemed fulfilled if, on or before the redemption date, the corporation shall
deposit with a bank or trust company (which may be an affiliate of the corporation) having an
office in the Borough of Manhattan, City of New York, having a capital and surplus of at least
$5,000,000 funds necessary for such redemption, in trust with irrevocable instructions that such
funds be applied to the redemption of the shares of Series A Preferred Stock so called for
redemption. Any interest accrued on such funds shall be paid to the corporation from time to time.
Any funds so deposited and unclaimed at the end of two (2) years from such redemption date shall
be released or repaid to the corporation, after which the holders of such shares of Series A
Preferred Stock so called for redemption shall look only to the corporation for payment of the
redemption price.
IV. The name, residence and post office address of each member of the corporation are as
follows:
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Name |
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Residence |
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Post Office Address |
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James A. Blair
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9 West 50th Street,
Manhattan, New York City
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33 Wall Street,
Manhattan, New York City |
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James G. Cannon
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72 East 54th Street,
Manhattan New York City
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14 Nassau Street,
Manhattan, New York City |
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E. C. Converse
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3 East 78th Street,
Manhattan, New York City
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139 Broadway,
Manhattan, New York City |
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Henry P. Davison
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Englewood,
New Jersey
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2 Wall Street,
Manhattan, New York City |
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Granville W. Garth
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160 West 57th Street,
Manhattan, New York City
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33 Wall Street
Manhattan, New York City |
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A. Barton Hepburn
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205 West 57th Street
Manhattan, New York City
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83 Cedar Street
Manhattan, New York City |
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William Logan
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Montclair,
New Jersey
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13 Nassau Street
Manhattan, New York City |
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George W. Perkins
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Riverdale,
New York
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23 Wall Street,
Manhattan, New York City |
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William H. Porter
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56 East 67th Street
Manhattan, New York City
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270 Broadway,
Manhattan, New York City |
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John F. Thompson
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Newark,
New Jersey
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143 Liberty Street,
Manhattan, New York City |
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Albert H. Wiggin
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42 West 49th Street,
Manhattan, New York City
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214 Broadway,
Manhattan, New York City |
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Samuel Woolverton
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Mount Vernon,
New York
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34 Wall Street,
Manhattan, New York City |
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Edward F.C. Young
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85 Glenwood Avenue,
Jersey City, New Jersey
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1 Exchange Place,
Jersey City, New Jersey |
V. The existence of the corporation shall be perpetual.
VI. The subscribers, the members of the said corporation, do, and each for himself does,
hereby declare that he will accept the responsibilities and faithfully discharge the duties of a
director therein, if elected to act as such, when authorized accordance with the provisions of the
Banking Law of the State of New York.
VII. The number of directors of the corporation shall not be less than 10 nor more than 25.
4. The foregoing restatement of the organization certificate was authorized by the Board of
Directors of the corporation at a meeting held on July 21, 1998.
IN WITNESS WHEREOF, we have made and subscribed this certificate this 6th day of
August, 1998.
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/s/ James T. Byrne, Jr.
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James T. Byrne, Jr. |
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Managing Director and Secretary |
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/s/ Lea Lahtinen
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Lea Lahtinen |
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Vice President and Assistant Secretary |
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/s/ Lea Lahtinen
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Lea Lahtinen |
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State of New York
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)
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ss: |
County of New York
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) |
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Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President and an Assistant
Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that
she has read the foregoing certificate and knows the contents thereof, and that the statements
herein contained are true.
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/s/ Lea Lahtinen
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Lea Lahtinen |
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Sworn to before me this
6th day of August, 1998.
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Sandra L. West
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Notary Public |
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SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 1998
State of New York,
Banking Department
I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE
the annexed Certificate entitled RESTATED ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under
Section 8007 of the Banking Law, dated August 6, 1998, providing for the restatement of the
Organization Certificate and all amendments into a single certificate.
Witness, my hand and official seal of the Banking Department at the City of New York,
this 31st day of August in the Year of our
Lord one thousand nine hundred and ninety-eight.
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Manuel Kursky
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Deputy Superintendent of Banks
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CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST
Under Section 8005 of the Banking Law
We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and Secretary
and a Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:
1. The name of the corporation is Bankers Trust Company.
2. The organization certificate of said corporation was filed by the Superintendent of Banks
on the 5th of March, 1903.
3. The organization certificate as heretofore amended is hereby amended to increase the
aggregate number of shares which the corporation shall have authority to issue and to increase the
amount of its authorized capital stock in conformity therewith.
4. Article III of the organization certificate with reference to the authorized capital
stock, the number of shares into which the capital stock shall be divided, the par value of the
shares and the capital stock outstanding, which reads as follows:
III. The amount of capital stock which the corporation is hereafter to have is
Three Billion, One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy
Dollars ($3,001,666,670), divided into Two Hundred Million, One Hundred Sixty-Six
Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each
designated as Common Stock and 1000 shares with a par value of One Million Dollars
($1,000,000) each designated as Series Preferred Stock.
is hereby amended to read as follows:
III. The amount of capital stock which the corporation is hereafter to have is
Three Billion, Five Hundred One Million, Six Hundred Sixty-Six Thousand, Six Hundred
Seventy Dollars ($3,501,666,670), divided into Two Hundred Million, One Hundred
Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of
$10 each designated as Common Stock and 1500 shares with a par value of One Million
Dollars ($1,000,000) each designated as Series Preferred Stock.
5. The foregoing amendment of the organization certificate was authorized by unanimous
written consent signed by the holder of all outstanding shares entitled to vote thereon.
IN WITNESS WHEREOF, we have made and subscribed this certificate this 25th day of September,
1998
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/s/ James T. Byrne, Jr.
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James T. Byrne, Jr. |
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Managing Director and Secretary |
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/s/ Lea Lahtinen
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Lea Lahtinen |
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Vice President and Assistant Secretary |
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State of New York
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) |
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ss: |
County of New York
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) |
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Lea Lahtinen, being fully sworn, deposes and says that she is a Vice President and an
Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing
certificate; that she has read the foregoing certificate and knows the contents thereof, and that
the statements herein contained are true.
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/s/ Lea Lahtinen
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Lea Lahtinen |
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Sworn to before me this 25th day
of September, 1998
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Sandra L. West
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Notary Public
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SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 2000
State of New York,
Banking Department
I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY
APPROVE the annexed Certificate entitled CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE
OF BANKERS TRUST COMPANY Under Section 8005 of the Banking Law, dated December 16, 1998, providing
for an increase in authorized capital stock from $3,501,666,670 consisting of 200,166,667 shares
with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of
$1,000,000 each designated as Series Preferred Stock to $3,627,308,670 consisting of 212,730,867
shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of
$1,000,000 each designated as Series Preferred Stock.
Witness, my hand and official seal of the Banking Department at the City of New York,
this 18th day of December in the Year of
our Lord one thousand nine hundred and ninety-eight.
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/s/ P. Vincent Conlon
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Deputy Superintendent of Banks |
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CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST
Under Section 8005 of the Banking Law
We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and
Secretary and a Vice President and an Assistant Secretary of Bankers Trust Company, do hereby
certify:
1. The name of the corporation is Bankers Trust Company.
2. The organization certificate of said corporation was filed by the Superintendent of Banks
on the 5th of March, 1903.
3. The organization certificate as heretofore amended is hereby amended to increase the
aggregate number of shares which the corporation shall have authority to issue and to increase the
amount of its authorized capital stock in conformity therewith.
4. Article III of the organization certificate with reference to the authorized capital
stock, the number of shares into which the capital stock shall be divided, the par value of the
shares and the capital stock outstanding, which reads as follows:
III. The amount of capital stock which the corporation is hereafter to have is
Three Billion, Five Hundred One Million, Six Hundred Sixty-Six Thousand, Six Hundred
Seventy Dollars ($3,501,666,670), divided into Two Hundred Million, One Hundred
Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of
$10 each designated as Common Stock and 1500 shares with a par value of One Million
Dollars ($1,000,000) each designated as Series Preferred Stock.
is hereby amended to read as follows:
III. The amount of capital stock which the corporation is hereafter to have is
Three Billion, Six Hundred Twenty-Seven Million, Three Hundred Eight Thousand, Six
Hundred Seventy Dollars ($3,627,308,670), divided into Two Hundred Twelve Million,
Seven Hundred Thirty Thousand, Eight Hundred Sixty- Seven (212,730,867) shares with
a par value of $10 each designated as Common Stock and 1500 shares with a par value
of One Million Dollars ($1,000,000) each designated as Series Preferred Stock.
5. The foregoing amendment of the organization certificate was authorized by unanimous
written consent signed by the holder of all outstanding shares entitled to vote thereon.
IN WITNESS WHEREOF, we have made and subscribed this certificate this 16th day of December,
1998
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/s/ James T. Byrne, Jr.
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James T. Byrne, Jr. |
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Managing Director and Secretary |
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/s/ Lea Lahtinen
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Lea Lahtinen |
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Vice President and Assistant Secretary |
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State of New York |
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) |
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) |
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ss: |
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County of New York |
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) |
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Lea Lahtinen, being fully sworn, deposes and says that she is a Vice President and an
Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing
certificate; that she has read the foregoing certificate and knows the contents thereof, and that
the statements herein contained are true.
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/s/ Lea Lahtinen
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Lea Lahtinen |
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Sworn to before me this 16th day
of December, 1998
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/s/ Sandra L. West
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Notary Public |
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SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 2000
BANKERS TRUST COMPANY
ASSISTANT SECRETARYS CERTIFICATE
I, Lea Lahtinen, Vice President and Assistant Secretary of Bankers Trust Company, a corporation
duly organized and existing under the laws of the State of New York, the United States of America,
do hereby certify that attached copy of the Certificate of Amendment of the Organization
Certificate of Bankers Trust Company, dated February 27, 2002, providing for a change of name of
Bankers Trust Company to Deutsche Bank Trust Company Americas and approved by the New York State
Banking Department on March 14, 2002 to effective on April 15, 2002, is a true and correct copy of
the original Certificate of Amendment of the Organization Certificate of Bankers Trust Company on
file in the Banking Department, State of New York.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of Bankers Trust Company this
4th day of April, 2002.
[SEAL]
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/s/ Lea Lahtinen
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Lea Lahtinen, Vice President and Assistant Secretary |
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Bankers Trust Company |
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State of New York
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) |
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ss.: |
County of New York
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On the 4th day of April in the year 2002 before me, the undersigned, a Notary Public in and for
said state, personally appeared Lea Lahtinen, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her capacity, and that by her signature on the
instrument, the individual, or the person on behalf of which the individual acted, executed the
instrument.
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/s/ Sonja K. Olsen
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Notary Public |
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SONJA K. OLSEN
Notary Public, State of New York
No. 01OL4974457
Qualified in New York County
Commission Expires November 13, 2002
State of New York,
Banking Department
I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE
the annexed Certificate entitled CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF
BANKERS TRUST COMPANY under Section 8005 of the Banking Law dated February 27, 2002, providing for
a change of name of BANKERS TRUST COMPANY to DEUTSCHE BANK TRUST COMPANY AMERICAS.
Witness, my hand and official seal of the Banking Department at the City of New York,
this 14th day of March two thousand and two.
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/s/ P. Vincent Conlon
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Deputy Superintendent of Banks |
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CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF
BANKERS TRUST COMPANY
Under Section 8005 of the Banking Law
We, James T. Byrne Jr., and Lea Lahtinen, being respectively the Secretary, and Vice President and
an Assistant Secretary of Bankers Trust Company, do hereby certify:
1. The name of corporation is Bankers Trust Company.
2. The organization certificate of said corporation was filed by the Superintendent of Banks on the
5th day of March, 1903.
3. Pursuant to Section 8005 of the Banking Law, attached hereto as Exhibit A is a certificate
issued by the State of New York, Banking Department listing all of the amendments to the
Organization Certificate of Bankers Trust Company since its organization that have been filed in
the Office of the Superintendent of Banks.
4. The organization certificate as heretofore amended is hereby amended to change the name of
Bankers Trust Company to Deutsche Bank Trust Company Americas to be effective on April 15, 2002.
5. The first paragraph number 1 of the organization of Bankers Trust Company with the reference to
the name of the Bankers Trust Company, which reads as follows:
1. The name of the corporation is Bankers Trust Company.
is hereby amended to read as follows effective on April 15, 2002:
1. The name of the corporation is Deutsche Bank Trust Company
Americas.
-3-
6. The foregoing amendment of the organization certificate was authorized by unanimous written
consent signed by the holder of all outstanding shares entitled to vote thereon.
IN WITNESS WHEREOF, we have made and subscribed this certificate this 27th day of February, 2002.
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/s/ James T. Byrne Jr.
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James T. Byrne Jr. |
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Secretary |
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/s/ Lea Lahtinen
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Lea Lahtinen |
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Vice President and Assistant Secretary |
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State of New York
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) |
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) |
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ss.: |
County of New York
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) |
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Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President and an Assistant
Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that
she has read the foregoing certificate and knows the contents thereof, and that the statements
therein contained are true.
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/s/ Lea Lahtinen
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Lea Lahtinen |
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Sworn to before me this 27th day
of February, 2002
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/s/ Sandra L. West
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Notary Public |
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SANDRA L. WEST
Notary Public, State of New York
No. 01WE4942401
Qualified in New York County
Commission Expires September 19, 2002
EXHIBIT A
State of New York
Banking Department
I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY CERTIFY:
THAT, the records in the Office of the Superintendent of Banks indicate that BANKERS TRUST COMPANY
is a corporation duly organized and existing under the laws of the State of New York as a trust
company, pursuant to Article III of the Banking Law; and
THAT, the Organization Certificate of BANKERS TRUST COMPANY was filed in the Office of the
Superintendent of Banks on March 5, 1903, and such corporation was authorized to commence business
on March 24, 1903; and
THAT, the following amendments to its Organization Certificate have been filed in the Office of the
Superintendent of Banks as of the dates specified:
Certificate of Amendment of Certificate of Incorporation providing
for an increase in number of directors filed on January 14, 1905
Certificate of Amendment of Certificate of Incorporation providing
for an increase in capital stock filed on August 4, 1909
Certificate of Amendment of Certificate of Incorporation providing
for an increase in number of directors filed on February 1, 1911
Certificate of Amendment of Certificate of Incorporation providing
for an increase in number of directors filed on June 17, 1911
Certificate of Amendment of Certificate of Incorporation providing
for an increase in capital stock filed on August 8, 1911
Certificate of Amendment of Certificate of Incorporation providing
for an increase in number of directors filed on August 8, 1911
Certificate of Amendment of Certificate of Incorporation providing
for an increase in capital stock filed on March 21, 1912
Certificate of Amendment of Certificate of Incorporation providing
for a decrease in number of directors filed on January 15, 1915
Certificate of Amendment of Certificate of Incorporation providing
for a decrease in number of directors filed on December 18, 1916
Certificate of Amendment of Certificate of Incorporation providing
for an increase in capital stock filed on April 20, 1917
Certificate of Amendment of Certificate of Incorporation providing
for an increase in number of directors filed on April 20, 1917
Certificate of Amendment of Certificate of Incorporation providing
for an increase in capital stock filed on December 28, 1918
Certificate of Amendment of Certificate of Incorporation providing
for an increase in capital stock filed on December 4, 1919
Certificate of Amendment of Certificate of Incorporation providing
for an increase in number of directors filed on January 15, 1926
Certificate of Amendment of Certificate of Incorporation providing
for an increase in capital stock filed on June 12, 1928
Certificate of Amendment of Certificate of Incorporation providing
for a change in shares filed on April 4, 1929
Certificate of Amendment of Certificate of Incorporation providing
for a minimum and maximum number of directors filed on January 11,
1934
Certificate of Extension to perpetual filed on January 13, 1941
Certificate of Amendment of Certificate of Incorporation providing
for a minimum and maximum number of directors filed on January 13,
1941
Certificate of Amendment of Certificate of Incorporation providing
for an increase in capital stock filed on December 11, 1944
Certificate of Amendment of Certificate of Incorporation providing
for an increase in capital stock filed January 30, 1953
Restated Certificate of Incorporation filed November 6, 1953
Certificate of Amendment of Certificate of Incorporation providing
for an increase in capital stock filed on April 8, 1955
Certificate of Amendment of Certificate of Incorporation providing
for an increase in capital stock filed on February 1, 1960
Certificate of Amendment of Certificate of Incorporation providing
for an increase in capital stock filed on July 14, 1960
Certificate of Amendment of Certificate of Incorporation providing
for a change in shares filed on September 30, 1960
Certificate of Amendment of Certificate of Incorporation providing
for an increase in capital stock filed on January 26, 1962
Certificate of Amendment of Certificate of Incorporation providing
for a change in shares filed on September 9, 1963
Certificate of Amendment of Certificate of Incorporation providing
for an increase in capital stock filed on February 7, 1964
Certificate of Amendment of Certificate of Incorporation providing
for an increase in capital stock filed on February 24, 1965
Certificate of Amendment of the Organization Certificate providing
for a decrease in capital stock filed January 24, 1967
Restated Organization Certificate filed June 1, 1971
Certificate of Amendment of the Organization Certificate providing
for an increase in capital stock filed October 29, 1976
Certificate of Amendment of the Organization Certificate providing
for an increase in capital stock filed December 22, 1977
Certificate of Amendment of the Organization Certificate providing
for an increase in capital stock filed August 5, 1980
Restated Organization Certificate filed July 1, 1982
Certificate of Amendment of the Organization Certificate providing
for an increase in capital stock filed December 27, 1984
Certificate of Amendment of the Organization Certificate providing
for an increase in capital stock filed September 18, 1986
Certificate of Amendment of the Organization Certificate providing
for a minimum and maximum number of directors filed January 22,
1990
Certificate of Amendment of the Organization Certificate providing
for an increase in capital stock filed June 28, 1990
Restated Organization Certificate filed August 20, 1990
Certificate of Amendment of the Organization Certificate providing
for an increase in capital stock filed June 26, 1992
Certificate of Amendment of the Organization Certificate providing
for an increase in capital stock filed March 28, 1994
Certificate of Amendment of the Organization Certificate providing
for an increase in capital stock filed June 23, 1995
Certificate of Amendment of the Organization Certificate providing
for an increase in capital stock filed December 27, 1995
Certificate of Amendment of the Organization Certificate providing
for an increase in capital stock filed March 21, 1996
Certificate of Amendment of the Organization Certificate providing
for an increase in capital stock filed December 27, 1996
Certificate of Amendment to the Organization Certificate providing
for an increase in capital stock filed June 27, 1997
Certificate of Amendment of the Organization Certificate providing
for an increase in capital stock filed September 26, 1997
Certificate of Amendment of the Organization Certificate providing
for an increase in capital stock filed December 29, 1997
Certificate of Amendment of the Organization Certificate providing
for an increase in capital stock filed March 26, 1998
Certificate of Amendment of the Organization Certificate providing
for an increase in capital stock filed June 23, 1998
Restated Organization Certificate filed August 31, 1998
Certificate of Amendment of the Organization Certificate providing
for an increase in capital stock filed September 25, 1998
Certificate of Amendment of the Organization Certificate providing
for an increase in capital stock filed December 18, 1998; and
Certificate of Amendment of the Organization Certificate providing
for a change in the number of directors filed September 3, 1999;
and
THAT, no amendments to its Restated Organization Certificate have been filed in the Office of the
Superintendent of Banks except those set forth above; and attached hereto; and
I DO FURTHER CERTIFY THAT, BANKERS TRUST COMPANY is validly existing as a banking organization with
its principal office and place of business located at 130 Liberty Street, New York, New York.
WITNESS, my hand and official seal of the Banking Department at the City of New York this 16th day
of October in the Year Two Thousand and One.
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/s/ P. Vincent Conlon
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Deputy Superintendent of Banks |
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State of New York
Banking Department
I, DAVID S. FREDSALL, Deputy Superintendent of Banks of the State of New York, DO HEREBY
CERTIFY:
THAT, DEUTSCHE BANK TRUST COMPANY AMERICAS, is a corporation duly organized and existing under
the laws of the State of New York and has its principal office and place of business at 60 Wall
Street, New York, New York. Such corporation is validly existing as a banking organization under
the Banking Law of the State of New York. The authorization certificate of such corporation has
not been revoked or suspended and such corporation is a subsisting trust company under the
supervision of this Department.
WITNESS, my hand and official seal of the Banking Department at the City of New York, this
2nd day of August in the Year two thousand and six.
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/s/ David S. Fredsall
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Deputy Superintendent of Banks |
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DEUTSCHE BANK TRUST COMPANY AMERICAS
BY-LAWS
APRIL 15, 2002
Deutsche Bank Trust Company Americas
New York
BY-LAWS
of
Deutsche Bank Trust Company Americas
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders of this Company shall be held at the office of
the Company in the Borough of Manhattan, City of New York, in January of each year, for the
election of directors and such other business as may properly come before said meeting.
SECTION 2. Special meetings of stockholders other than those regulated by statute may be called at
any time by a majority of the directors. It shall be the duty of the Chairman of the Board, the
Chief Executive Officer, the President or any Co-President to call such meetings whenever requested
in writing to do so by stockholders owning a majority of the capital stock.
SECTION 3. At all meetings of stockholders, there shall be present, either in person or by proxy,
stockholders owning a majority of the capital stock of the Company, in order to constitute a
quorum, except at special elections of directors, as provided by law, but less than a quorum shall
have power to adjourn any meeting.
SECTION 4. The Chairman of the Board or, in his absence, the Chief Executive Officer or, in his
absence, the President or any Co-President or, in their absence, the senior officer present, shall
preside at meetings of the stockholders and shall direct the proceedings and the order of business.
The Secretary shall act as secretary of such meetings and record the proceedings.
ARTICLE II
DIRECTORS
SECTION 1. The affairs of the Company shall be managed and its corporate powers exercised by a
Board of Directors consisting of such number of directors, but not less than seven nor more than
fifteen, as may from time to time be fixed by resolution adopted by a majority of the directors
then in office, or by the stockholders. In the event of any increase in the number of directors,
additional directors may be elected within the limitations so fixed, either by the stockholders or
within the limitations imposed by law, by a majority of directors then in office. One-third of the
number of directors, as fixed from time to time, shall constitute a quorum. Any one or more
members of the Board of Directors or any Committee thereof may participate in a meeting of the
Board of Directors or Committee thereof by means of a conference telephone, video conference or
similar communications equipment which allows all persons participating in the meeting to hear each
other at the same time. Participation by such means shall constitute presence in person at such a
meeting.
All directors hereafter elected shall hold office until the next annual meeting of the stockholders
and until their successors are elected and have qualified.
No Officer-Director who shall have attained age 65, or earlier relinquishes his responsibilities
and title, shall be eligible to serve as a director.
SECTION 2. Vacancies not exceeding one-third of the whole number of the Board of Directors may be
filled by the affirmative vote of a majority of the directors then in office, and the directors so
elected shall hold office for the balance of the unexpired term.
SECTION 3. The Chairman of the Board shall preside at meetings of the Board of Directors. In his
absence, the Chief Executive Officer or, in his absence the President or any Co-President or, in
their absence such other director as the Board of Directors from time to time may designate shall
preside at such meetings.
SECTION 4. The Board of Directors may adopt such Rules and Regulations for the conduct of its meetings and the management of the affairs of the Company as it may deem proper, not inconsistent
with the laws of the State of New York, or these By-Laws, and all officers and employees shall strictly adhere to, and be bound by, such Rules and Regulations.
SECTION 5. Regular meetings of the Board of Directors shall be held from time to time provided,
however, that the Board of Directors shall hold a regular meeting not less than six times a year,
provided that during any three consecutive calendar months the Board of Directors shall meet at
least once, and its Executive Committee shall not be required to meet at least once in each thirty
day period during which the Board of Directors does not meet. Special meetings of the Board of
Directors may be called upon at least two days notice whenever it may be deemed proper by the
Chairman of the Board or, the Chief Executive Officer or, the President or any Co-President or, in
their absence, by such other director as the Board of Directors may have designated pursuant to
Section 3 of this Article, and shall be called upon like notice whenever any three of the directors
so request in writing.
SECTION 6. The compensation of directors as such or as members of committees shall be fixed from
time to time by resolution of the Board of Directors.
ARTICLE III
COMMITTEES
SECTION 1. There shall be an Executive Committee of the Board consisting of not less than five
directors who shall be appointed annually by the Board of Directors. The Chairman of the Board
shall preside at meetings of the Executive Committee. In his absence, the Chief Executive Officer
or, in his absence, the President or any Co-President or, in their absence, such other member of
the Committee as the Committee from time to time may designate shall preside at such meetings.
The Executive Committee shall possess and exercise to the extent permitted by law all of the powers
of the Board of Directors, except when the latter is in session, and shall keep minutes of its
proceedings, which shall be presented to the Board of Directors at its next subsequent meeting.
All acts done and powers and authority conferred by the Executive Committee from time to time
shall be and be deemed to be, and may be certified as being, the act and under the authority of the Board
of Directors.
A majority of the Committee shall constitute a quorum, but the Committee may act only by the
concurrent vote of not less than one-third of its members, at least one of who must be a director
other than an officer. Any one or more directors, even though not members of the Executive
Committee, may attend any meeting of the Committee, and the member or members of the Committee
present, even though less than a quorum, may designate any one or more of such directors as a
substitute or substitutes for any absent member or members of the Committee, and each such
substitute or substitutes shall be counted for quorum, voting, and all other purposes as a member
or members of the Committee.
SECTION 2. There shall be an Audit Committee appointed annually by resolution adopted by a majority
of the entire Board of Directors which shall consist of such number of directors, who are not also
officers of the Company, as may from time to time be fixed by resolution adopted by the Board of
Directors. The Chairman shall be designated by the Board of Directors, who shall also from time to
time fix a quorum for meetings of the Committee. Such Committee shall conduct the annual
directors examinations of the Company as required by the New York State Banking Law; shall review
the reports of all examinations made of the Company by public authorities and report thereon to the
Board of Directors; and shall report to the Board of Directors such other matters as it deems
advisable with respect to the Company, its various departments and the conduct of its operations.
In the performance of its duties, the Audit Committee may employ or retain, from time to time,
expert assistants, independent of the officers or personnel of the Company, to make studies of the
Companys assets and liabilities as the Committee may request and to make an examination of the
accounting and auditing methods of the Company and its system of internal protective controls to
the extent considered necessary or advisable in order to determine that the operations of the
Company, including its fiduciary departments, are being audited by the General Auditor in such a
manner as to provide prudent and adequate protection. The Committee also may direct the General
Auditor to make such investigation as it deems necessary or advisable with respect to the Company,
its various departments and the conduct of its operations. The Committee shall hold regular
quarterly meetings and during the intervals thereof shall meet at other times on call of the
Chairman.
SECTION 3. The Board of Directors shall have the power to appoint any other Committees as may seem
necessary, and from time to time to suspend or continue the powers and duties of such Committees.
Each Committee appointed pursuant to this Article shall serve at the pleasure of the Board of
Directors.
ARTICLE IV
OFFICERS
SECTION 1. The Board of Directors shall elect from among their number a Chairman of the Board and a
Chief Executive Officer; and shall also elect a President, or two or more Co-Presidents, and may
also elect, one or more Vice Chairmen, one or more Executive Vice Presidents, one or more Managing
Directors, one or more Senior Vice Presidents, one or more Directors, one or more Vice Presidents,
one or more General Managers, a Secretary, a Controller, a Treasurer, a General Counsel, a General
Auditor, a General Credit Auditor, who need not be directors. The officers of the corporation may
also include such other officers or assistant officers as shall from time to time be elected or
appointed by the Board. The Chairman of the Board or the Chief Executive Officer or, in their
absence, the President or any Co-President, or any Vice Chairman, may from time to time appoint
assistant officers. All officers elected or appointed by the Board of Directors shall hold their
respective offices during the pleasure of the Board of Directors, and all assistant officers shall
hold office at the pleasure of the Board or the Chairman of the Board or the Chief Executive
Officer or, in their absence, the President, or any Co-President or any Vice Chairman. The Board
of Directors may require any and all officers and employees to give security for the faithful
performance of their duties.
SECTION 2. The Board of Directors shall designate the Chief Executive Officer of the Company who
may also hold the additional title of Chairman of the Board, or President, or any Co-President, and
such person shall have, subject to the supervision and direction of the Board of Directors or the
Executive Committee, all of the powers vested in such Chief Executive Officer by law or by these
By-Laws, or which usually attach or pertain to such office. The other officers shall have, subject
to the supervision and direction of the Board of Directors or the Executive Committee or the
Chairman of the Board or, the Chief Executive Officer, the powers vested by law or by these By-Laws
in them as holders of their respective offices and, in addition, shall perform such other duties as
shall be assigned to them by the Board of Directors or the Executive Committee or the Chairman of
the Board or the Chief Executive Officer.
The General Auditor shall be responsible, through the Audit Committee, to the Board of Directors
for the determination of the program of the internal audit function and the evaluation of the
adequacy of the system of internal controls. Subject to the Board of Directors, the General
Auditor shall have and may exercise all the powers and shall perform all the duties usual to such
office and shall have such other powers as may be prescribed or assigned to him from time to time
by the Board of Directors or vested in him by law or by these By-Laws. He shall perform such other
duties and shall make such investigations, examinations and reports as may be prescribed or
required by the Audit Committee. The General Auditor shall have unrestricted access to all records
and premises of the Company and shall delegate such authority to his subordinates. He shall have
the duty to report to the Audit Committee on all matters concerning the internal audit program and
the adequacy of the system of internal controls of the Company which he deems advisable or which
the Audit Committee may request. Additionally, the General Auditor shall have the duty of
reporting independently of all officers of the Company to the Audit Committee at least quarterly on
any matters concerning the internal audit program and the adequacy of the system of internal
controls of the Company that should be brought to the attention of the directors except those
matters responsibility for which has been vested in the General Credit Auditor.
Should the General Auditor deem any matter to be of special immediate importance, he shall
report thereon forthwith to the Audit Committee. The General Auditor shall
report to the Chief Financial Officer only for administrative purposes.
The General Credit Auditor shall be responsible to the Chief Executive Officer and, through the
Audit Committee, to the Board of Directors for the systems of internal credit audit, shall perform
such other duties as the Chief Executive Officer may prescribe, and shall make such examinations
and reports as may be required by the Audit Committee. The General Credit Auditor shall have
unrestricted access to all records and may delegate such authority to subordinates.
SECTION 3. The compensation of all officers shall be fixed under such plan or plans of position
evaluation and salary administration as shall be approved from time to time by resolution of the
Board of Directors.
SECTION 4. The Board of Directors, the Executive Committee, the Chairman of the Board, the
Chief Executive Officer or any person authorized for this purpose by the Chief Executive Officer,
shall appoint or engage all other employees and agents and fix their compensation. The employment
of all such employees and agents shall continue during the pleasure of the Board of Directors or
the Executive Committee or the Chairman of the Board or the Chief Executive Officer or any such
authorized person; and the Board of Directors, the Executive Committee, the Chairman of the Board,
the Chief Executive Officer or any such authorized person may discharge any such employees and
agents at will.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
SECTION 1. The Company shall, to the fullest extent permitted by Section 7018 of the New York
Banking Law, indemnify any person who is or was made, or threatened to be made, a party to an
action or proceeding, whether civil or criminal, whether involving any actual or alleged breach of
duty, neglect or error, any accountability, or any actual or alleged misstatement, misleading
statement or other act or omission and whether brought or threatened in any court or administrative
or legislative body or agency, including an action by or in the right of the Company to procure a
judgment in its favor and an action by or in the right of any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the Company is servicing or served in any capacity at
the request of the Company by reason of the fact that he, his testator or intestate, is or was a
director or officer of the Company, or is serving or served such other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments,
fines, amounts paid in settlement, and costs, charges and expenses, including attorneys fees, or
any appeal therein; provided, however, that no indemnification shall be provided to any such person
if a judgment or other final adjudication adverse to the director or officer establishes that (i)
his acts were committed in bad faith or were the result of active and deliberate dishonesty and, in
either case, were material to the cause of action so adjudicated, or (ii) he personally gained in
fact a financial profit or other advantage to which he was not legally entitled.
SECTION 2. The Company may indemnify any other person to whom the Company is permitted to provide
indemnification or the advancement of expenses by applicable law, whether pursuant to
rights granted pursuant to, or provided by, the New York Banking Law or other rights created by (i) a
resolution of stockholders, (ii) a resolution of directors, or (iii) an agreement providing for
such indemnification, it being expressly intended that these By-Laws authorize the creation of
other rights in any such manner.
SECTION 3. The Company shall, from time to time, reimburse or advance to any person referred to in
Section 1 the funds necessary for payment of expenses, including attorneys fees, incurred in
connection with any action or proceeding referred to in Section 1, upon receipt of a written
undertaking by or on behalf of such person to repay such amount(s) if a judgment or other final
adjudication adverse to the director or officer establishes that (i) his acts were committed in bad
faith or were the result of active and deliberate dishonesty and, in either case, were material to
the cause of action so adjudicated, or (ii) he personally gained in fact a financial profit or
other advantage to which he was not legally entitled.
SECTION 4. Any director or officer of the Company serving (i) another corporation, of which a
majority of the shares entitled to vote in the election of its directors is held by the Company, or
(ii) any employee benefit plan of the Company or any corporation referred to in clause (i) in any
capacity shall be deemed to be doing so at the request of the Company. In all other cases, the
provisions of this Article V will apply (i) only if the person serving another corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise so served at the
specific request of the Company, evidenced by a written communication signed by the Chairman of the
Board, the Chief Executive Officer, the President or any Co-President, and (ii) only if and to the
extent that, after making such efforts as the Chairman of the Board, the Chief Executive Officer,
the President or any Co-President shall deem adequate in the circumstances, such person shall be
unable to obtain indemnification from such other enterprise or its insurer.
SECTION 5. Any person entitled to be indemnified or to the reimbursement or advancement of expenses
as a matter of right pursuant to this Article V may elect to have the right to indemnification (or
advancement of expenses) interpreted on the basis of the applicable law in effect at the time of
occurrence of the event or events giving rise to the action or proceeding, to the extent permitted
by law, or on the basis of the applicable law in effect at the time indemnification is sought.
SECTION 6. The right to be indemnified or to the reimbursement or advancement of expense pursuant
to this Article V (i) is a contract right pursuant to which the person entitled thereto may bring
suit as if the provisions hereof were set forth in a separate written contract between the Company
and the director or officer, (ii) is intended to be retroactive and shall be available with respect
to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the
rescission or restrictive modification hereof with respect to events occurring prior thereto.
SECTION 7. If a request to be indemnified or for the reimbursement or advancement of expenses
pursuant hereto is not paid in full by the Company within thirty days after a written claim has
been received by the Company, the claimant may at any time thereafter bring suit against the
Company to recover the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled also to be paid the expenses of prosecuting such claim. Neither the
failure of the Company (including its Board of Directors, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the
circumstance, nor an actual determination by the Company (including its Board of Directors, independent legal counsel,
or its stockholders) that the claimant is not entitled to indemnification or to the reimbursement
or advancement of expenses, shall be a defense to the action or create a presumption that the
claimant is not so entitled.
SECTION 8. A person who has been successful, on the merits or otherwise, in the defense of a civil
or criminal action or proceeding of the character described in Section 1 shall be entitled to
indemnification only as provided in Sections 1 and 3, notwithstanding any provision of the New York
Banking Law to the contrary.
ARTICLE VI
SEAL
SECTION 1. The Board of Directors shall provide a seal for the Company, the counterpart dies of
which shall be in the charge of the Secretary of the Company and such officers as the Chairman of
the Board, the Chief Executive Officer or the Secretary may from time to time direct in writing, to
be affixed to certificates of stock and other documents in accordance with the directions of the
Board of Directors or the Executive Committee.
SECTION 2. The Board of Directors may provide, in proper cases on a specified occasion and for a
specified transaction or transactions, for the use of a printed or engraved facsimile seal of the
Company.
ARTICLE VII
CAPITAL STOCK
SECTION 1. Registration of transfer of shares shall only be made upon the books of the Company by
the registered holder in person, or by power of attorney, duly executed, witnessed and filed with
the Secretary or other proper officer of the Company, on the surrender of the certificate or
certificates of such shares properly assigned for transfer.
ARTICLE VIII
CONSTRUCTION
SECTION 1. The masculine gender, when appearing in these By-Laws, shall be deemed to include the
feminine gender.
ARTICLE IX
AMENDMENTS
SECTION 1. These By-Laws may be altered, amended or added to by the Board of Directors at any
meeting, or by the stockholders at any annual or special meeting, provided notice thereof has been
given.
I, Wanda Camacho, Vice President, of Deutsche Bank Trust Company Americas, New York, New York,
hereby certify that the foregoing is a complete, true and correct copy of the By-Laws of Deutsche
Bank Trust Company Americas, and that the same are in full force and effect at this date.
DATED AS OF: February 5, 2008
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DEUTSCHE BANK TRUST COMPANY AMERICAS |
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FFIEC 031
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Legal Title of Bank |
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Page RC-1
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JERSEY CITY |
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13 |
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City |
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NJ
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07311-3901 |
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State
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Zip Code |
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FDIC Certificate Number: 00623 |
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Consolidated Report of Condition for Insured
Commercial
and State-Chartered Savings Banks for September 30, 2007
All schedules are to be reported in thousands of
dollars,
Unless otherwise indicated, report the amount outstanding as
of the last business day of the quarter.
Schedule RCBalance
Sheet
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Dollar Amounts in
Thousands |
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RCFD |
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Tril | Bil | Mil | Thou |
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ASSETS |
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1. Cash and balances due from depository
institutions (from Schedule RC-A): |
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a. Noninterest-bearing balances and currency and
coin (1) |
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0081 |
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2,347,000 |
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1.a |
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b. Interest-bearing balances (2) |
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0071 |
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370,000 |
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1.b |
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2. Securities: |
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a. Held-to-maturity securities (from
Schedule RC-B, column A) |
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1754 |
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0 |
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2.a |
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b. Available-for-sale securities (from
Schedule RC-B, column D) |
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1773 |
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2,383,000 |
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2.b |
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3. Federal funds sold and securities purchased under
agreements to resell: |
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RCON |
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a. Federal funds sold in domestic offices |
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B987 |
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391,000 |
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3.a |
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RCFD |
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b. Securities purchased under agreements to resell
(3) |
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B989 |
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4 023.000 |
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3.b |
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4. Loans and lease financing receivables (from
Schedule RC-C): |
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a. Loans and leases held for sale |
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5369 |
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1,581,000 |
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4.a |
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b. Loans and leases, net of unearned
income |
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B528 |
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10,541,000 |
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4.b |
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c. LESS: Allowance for loan and lease
losses |
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3123 |
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89,000 |
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4.c |
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d. Loans and leases, net of unearned income and
allowance (item 4.b minus 4.c) |
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B529 |
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10,452,000 |
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4.d |
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5. Trading assets (from
Schedule RC-D) |
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3545 |
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8,001,000 |
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5 |
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6. Premises and fixed assets (including capitalized
leases) |
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2145 |
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165,000 |
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6 |
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7. Other real estate owned (from
Schedule RC-M) |
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2150 |
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0 |
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7 |
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8. Investments in unconsolidated subsidiaries and
associated companies (from Schedule
RC-M) |
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2130 |
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0 |
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8 |
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9. Not applicable |
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0. Intangible assets: |
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a. Goodwill |
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3163 |
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0 |
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10.a |
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b. Other intangible assets (from
Schedule RC-M) |
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0426 |
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75,000 |
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10.b |
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1. Other assets (from Schedule RC-F) |
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2160 |
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6,427,000 |
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11 |
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2. Total assets (sum of items 1 through
11) |
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2170 |
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36,215,000 |
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12 |
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1) |
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Includes cash items in process of collection and unposted debits. |
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2) |
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Includes time certificates of deposit not held for trading. |
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3) |
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Includes all securities resale agreements in domestic and foreign offices, regardless of
maturity. |
-18-
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DEUTSCHE BANK TRUST COMPANY AMERICAS |
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FFIEC 031
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Legal Title of Bank |
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Page RC-2
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FDIC Certificate Number: 00623 |
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14 |
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Schedule
RCContinued
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Dollar Amounts in Thousands |
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Tril |
Bil | Mil | Thou |
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LIABILITIES |
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13. Deposits: |
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a. In
domestic offices (sum of totals of columns A and C from
Schedule RC-E, part I) |
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RCON 2200 |
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8,126,000 |
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13.a |
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(1) Noninterest-bearing (1) |
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6631 |
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3,299,000 |
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13.a.l |
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(2) Interest-bearing |
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6636 |
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4,827,000 |
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13.a.2 |
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b. In
foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) |
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RCFN 2200 |
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7,460,000 |
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13.b |
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(1) Noninterest-bearing |
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6631 |
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4,855,000 |
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13.b.1 |
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(2) Interest-bearing |
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6636 |
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2,605,000 |
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13.b.2 |
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14. Federal funds purchased and securities sold under agreements to repurchase: |
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RCON |
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a. Federal funds purchased in domestic offices (2) |
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B993 |
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7,735,000 |
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14.a |
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RCFD |
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|
|
|
b. Securities sold under agreements to repurchase (3) |
|
|
|
|
|
|
|
|
|
|
B995 |
|
|
|
0 |
|
|
|
14.b |
|
15. Trading
liabilities (from Schedule RC-D) |
|
|
|
|
|
|
|
|
|
|
3548 |
|
|
|
152,000 |
|
|
|
15 |
|
16. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases) (from Schedule RC-M) |
|
|
|
|
|
|
|
|
|
|
3190 |
|
|
|
334,000 |
|
|
|
16 |
|
17. and 18. Not applicable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19. Subordinated notes and debentures(4) |
|
|
|
|
|
|
|
|
|
|
3200 |
|
|
|
0 |
|
|
|
19 |
|
20. Other
liabilities (from Schedule RC-G) |
|
|
|
|
|
|
|
|
|
|
2930 |
|
|
|
3,406,000 |
|
|
|
20 |
|
21. Total liabilities (sum of items 13 through 20) |
|
|
|
|
|
|
|
|
|
|
2948 |
|
|
|
27,213,000 |
|
|
|
21 |
|
22. Minority interest in consolidated subsidiaries |
|
|
|
|
|
|
|
|
|
|
3000 |
|
|
|
485,000 |
|
|
|
22 |
|
EQUITY CAPITAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23. Perpetual preferred stock and related surplus |
|
|
|
|
|
|
|
|
|
|
3838 |
|
|
|
1,500,000 |
|
|
|
23 |
|
24. Common stock |
|
|
|
|
|
|
|
|
|
|
3230 |
|
|
|
2,127,000 |
|
|
|
24 |
|
25. Surplus (exclude all surplus related to preferred stock) |
|
|
|
|
|
|
|
|
|
|
3839 |
|
|
|
584,000 |
|
|
|
25 |
|
26. a. Retained earnings |
|
|
|
|
|
|
|
|
|
|
3632 |
|
|
|
4,317,000 |
|
|
|
26.a |
|
b. Accumulated other comprehensive income (5) |
|
|
|
|
|
|
|
|
|
|
B530 |
|
|
|
(11,000 |
) |
|
|
26.b |
|
27. Other equity capital components (6) |
|
|
|
|
|
|
|
|
|
|
A130 |
|
|
|
0 |
|
|
|
27 |
|
28. Total equity capital (sum of items 23 through 27) |
|
|
|
|
|
|
|
|
|
|
3210 |
|
|
|
8,517,000 |
|
|
|
28 |
|
29. Total liabilities, minority interest and equity capital (sum of items
21, 22, and 28) |
|
|
|
|
|
|
|
|
|
|
3300 |
|
|
|
36,215,000 |
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Memorandum |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To be reported with the March Report of Condition. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed
for the bank by independent external |
|
|
|
|
|
|
|
|
|
RCFD |
|
Number |
|
|
|
|
auditors as of any date during 2006 |
|
|
|
|
|
|
|
|
|
|
6724 |
|
|
|
N/A |
|
|
|
M.1 |
|
1 |
|
= Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which submits a report on the bank |
|
2 |
|
= Independent audit of the banks parent holding company conducted in
accordance with generally accepted auditing standards by certified public accounting firm which
submits a report on the consolidated holding company (but not on the bank separately) |
|
3 |
|
= Attestation on bank managements assertion on the effectiveness
of the banks internal control over financial reporting by a
certified public accounting firm |
|
4 |
|
= Directors examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting firm (may be required by
state chartering authority) |
|
5 |
|
= Directors examination of the bank performed by other external
auditors (may be required by state chartering authority) |
|
6 |
|
= Review of the banks financial statements by external auditors |
|
7 |
|
= Compilation of the banks financial statements by external auditors |
|
8 |
|
= Other audit procedures (excluding tax preparation work) |
|
9 |
|
= No external audit work |
|
|
|
(1) |
|
Includes total demand deposits and noninterest-bearing time and savings deposits. |
|
(2) |
|
Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, Other borrowed money. |
|
(3) |
|
Includes all securities repurchase agreements in domestic and foreign offices, regardless of
maturity. |
|
(4) |
|
Includes limited-life preferred stock and related surplus. |
|
(5) |
|
Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated
net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension
liability adjustments. |
|
(6) |
|
Includes treasury stock and unearned Employee Stock Ownership Plan shares. |