EXHIBIT 25.02
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
--------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
-------------------------------------
J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
95-4655078
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
101 California Street, Floor 38
San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
-------------------------------------------
Southern California Water Company
(Exact name of obligor as specified in its charter)
California 95-1243678
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
630 East Foothill Boulevard
San Dimas, CA 91773-9016
(Address of principal executive offices) (Zip Code)
SECURITIES
(Title of the indenture securities)
Item 1. General Information.
Furnish the following information as to the
trustee:
(a) Name and address of each examining or
supervising authority to which it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System,
Washington, D.C.
(b) Whether it is authorized to exercise
corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the Obligor is an affiliate of the trustee, describe
each such affiliation.
None.
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement
of eligibility.
Exhibit 1. Articles of Association of the Trustee as Now in
Effect (see Exhibit 1 attached hereto)
Exhibit 2. Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed
in connection with Registration Statement No. 333-41329,
which is incorporated by reference).
Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust
Powers (contained in Exhibit 2).
Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 attached
hereto.)
Exhibit 5. Not Applicable
Exhibit 6. The consent of the Trustee required by Section 321 (b)
of the Act (see Exhibit 6 to Form T-1 filed in connection
with Registration Statement No. 333-41329, which
is incorporated by reference).
Exhibit 7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its
supervising or examining authority.
Exhibit 8. Not Applicable
Exhibit 9. Not Applicable
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act
of 1939, the Trustee, J. P. Morgan Trust Company, National
Association, has duly caused this statement of eligibility
and qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of
San Francisco, and State of California, on the 5th day of
December 2001
J. P. Morgan Trust Company,
National Association
By /s/ James V. Myers
--------------------------
James V. Myers
Vice President
Exhibit 1
J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION
CHARTER NO. 23470
ARTICLES OF ASSOCIATION
For the purpose of organizing an Association to perform any
lawful activities of national banks, the undersigned do
enter into the following Articles of Association:
FIRST. The title of this Association shall be J.P. Morgan
Trust Company, National Association (the "Association").
SECOND. The main office of the Association shall be in the
City of Los Angeles, County of Los Angeles, State of
California. The general business of the Association shall
be conducted at its main office and its branches.
THIRD. The board of directors of this Association shall
consist of not less than five nor more than twenty-five
persons, the exact number to be fixed and determined from
time to time by resolution of a majority of the full board
of directors or by resolution of a majority of the
shareholders at any annual or special meeting thereof. Each
director, during the full term of his directorship, shall
own common or preferred stock of the Association or of a
holding company owning the Association, with an aggregate
par, fair market or equity value of not less than $1,000.
Any vacancy in the board of directors may be filled by
action of the shareholders or a majority of the remaining
directors.
Terms of directors, including directors selected to fill
vacancies, shall expire at the next regular meeting of
shareholders at which directors are elected, unless the
directors resign or are removed from office.
Despite the expiration of a director's term, the director
shall continue to serve until his or her successor is
elected and qualifies or until there is a decrease in the
number of directors and his or her position is eliminated.
FOURTH. There shall be an annual meeting of the
shareholders to elect directors and transact whatever other
business may be brought before the meeting. It shall be
held at the main office or any other convenient place the
board of directors may designate, on the day of each year
specified therefore in the by-laws, or if that day falls on
a legal holiday in the state in which the Association is
located, on the next following banking day. If no election
is held on the day fixed or in event of a legal holiday, on
the following banking day, an election may be held on any
subsequent day within 60 days of the day fixed, to be
designated by the board of directors, or, if the directors
fail to fix the day, by shareholders representing two-thirds
of the shares issued and outstanding. Advance notice of the
meeting may be waived duly waived by the sole shareholder in
accordance with 12 C.F.R. 7.2001.
A director may resign at any time by delivering written
notice to the board of directors, its Chairperson, or to the
Association, which resignation shall be effective when the
notice is delivered unless the notice specifies a later
effective date.
A director may be removed by shareholders at a meeting
called to remove him or her, when notice of the meeting
stating that the purpose or one of the purposes is to remove
him or her is provided, if there is a failure to fulfill one
of the affirmative requirements for qualification, or for
cause.
FIFTH. The authorized amount of capital stock of this
Association shall be Six Hundred Thousand ($600,000),
divided into Six Thousand (6,000) shares of common stock of
the par value of One Hundred dollars ($100) each; but said
capital stock may be increased or decreased from time to
time, according to the provisions of the laws of the United
States.
No holder of shares of the capital stock of any class of the
Association shall have any preemptive or preferential right
of subscription to any shares of any class of stock of the
Association, whether now or hereafter authorized, or to any
obligations convertible into stock of the Association,
issued, or sold, nor any right to subscription to any
thereof other than such, if any, as the board of directors,
in its discretion may from time to time determine and at
such price as the board of directors may from time to time
fix.
Unless otherwise specified in the Articles of Association or
required by law, (1) all matters requiring shareholder
action, including amendments to the Articles of Association,
must be approved by shareholders owning a majority voting
interest in the outstanding voting stock, and (2) each
shareholder shall be entitled to one vote per share.
The Association, at any time and from time to time, may
authorize and issue debt obligations, whether or not
subordinated, without the approval of the shareholders.
SIXTH. The board of directors may appoint one of its
members President of this Association, and one of its
members Chairperson of the board or two of its members as Co-
Chairpersons of the board, and shall have the power to
appoint one or more Vice Presidents, a Secretary who shall
keep minutes of the directors' and shareholders' meetings
and be responsible for authenticating the records of the
Association, and such other officers and employees as may be
required to transact the business of this Association. A
duly appointed officer may appoint one or more officers or
assistant officers if authorized by the board of directors
in accordance with the by-laws.
The board of directors shall have the power to:
(1) Define the duties of the officers, employees, and
agents of the Association.
(2) Delegate the performance of its duties, but not the
responsibility for its duties, to the officers,
employees, and agents of the Association.
(3) Fix the compensation and enter into employment
contracts with its officers and employees upon
reasonable terms and conditions consistent with
applicable law.
(4) Dismiss officers and employees.
(5) Require bonds from officers and employees and fix the
penalty thereof.
(6) Ratify written policies authorized by the Association's
management or committees of the board.
(7) Regulate the manner in which any increase or decrease
of the capital of the Association shall be made,
provided that nothing herein shall restrict the power
of shareholders to increase or decrease the capital of
the Association in accordance with law.
(8) Manage and administer the business and affairs of the
Association.
(9) Adopt initial by-laws, not inconsistent with law or the
Articles of Association, for managing the business and
regulating the affairs of the Association.
(10) Amend or repeal by-laws, except to the extent that the
Articles of Association reserve this power in whole or
in part to shareholders.
(11) Make contracts.
(12) Generally perform all acts that are legal for a board
of directors to perform.
SEVENTH. The board of directors shall have the power to
change the location of the main office to any other location
permitted under applicable law, without the approval of the
shareholders, and shall have the power to establish or
change the location of any branch or branches of the
Association to any other location permitted under applicable
law, without the approval of the shareholders subject to
approval by the Office of the Comptroller of the Currency.
EIGHTH. The corporate existence of this Association shall
continue until termination according to the laws of the
United States.
NINTH. These Articles of Association may be amended at any
regular or special meeting of the shareholders by the
affirmative vote of the holders of a majority of the stock
of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case
by the vote of the holders of such greater amount. The
Association's board of directors may propose one or more
amendments to the Articles of Association for submission to
the shareholders.
Exhibit 4
J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION
BY-LAWS
Article I
Meetings of Shareholders
Section 1.1. Annual Meeting. The regular annual meeting of the
shareholders to elect directors and transact whatever other
business may properly come before the meeting, shall be held at
the main office of the Association, or such other place as the
board may designate, and at such time in each year as may be
designated by the board of directors. Unless otherwise provided
by law, notice of the meeting may be waived by the Association's
sole shareholder in accordance with 12 C.F.R. 7.2001. If, for
any cause, an election of directors is not made on that date, or
in the event of a legal holiday, on the next following banking
day, an election may be held on any subsequent day within 60 days
of the date fixed, to be designated by the board, or, if the
directors fail to fix the date, by shareholders representing two
thirds of the shares issued and outstanding.
Section 1.2. Special Meetings. Except as otherwise specifically
provided by statute, special meetings of the shareholders may be
called for any purpose at any time by a majority of the board of
directors or by any one or more shareholders owning, in the
aggregate, not less than twenty-five percent of the stock of the
Association or by the Chairperson of the board of directors or
the President. Unless otherwise provided by law, advance notice
of a special meeting may be waived by the Association's Sole
Shareholder in accordance with 12 C.F.R. 7.2001.
Section 1.3. Nominations of Directors. Nominations for election
to the board of directors may be made by the board of directors
or by any stockholder of any outstanding class of capital stock
of the Association entitled to vote for the election of
directors. Nominations, other than those made by or on behalf of
the existing management of the Association, shall be made in
writing and shall be delivered or mailed to the President of the
Association and to the Comptroller of the Currency, Washington,
D.C., not less than 14 days nor more than 50 days prior to any
meeting of shareholders called for the election of directors,
provided, however, that if less than 21 days' notice of the
meeting is given to shareholders, such nomination shall be mailed
or delivered to the President of the Association and to the
Comptroller of the Currency not later than the close of business
on the seventh (7th) day following the day on which the notice of
meeting was mailed. Such notification shall contain the
following information to the extent known to the notifying
shareholder.
(1) The name and address of each proposed nominee.
(2) The principal occupation of each proposed nominee.
(3) The total number of shares of capital stock of the
Association that will be voted for each proposed nominee.
(4) The name and residence address of the notifying shareholder.
(5) The number of shares of capital stock of the Association
owned by the notifying shareholder.
Nominations not made in accordance herewith may, in his/her
discretion, be disregarded by the Chairperson of the meeting, and
upon his/her instructions, the vote tellers may disregard all
votes cast for each such nominee.
Section 1.4. Proxies. Shareholders may vote at any meeting of
the shareholders by proxies duly authorized in writing, but no
officer or employee of this Association shall act as proxy.
Proxies shall be valid only for one meeting to be specified
therein, and any adjournments of such meeting. Proxies shall be
dated and filed with the records of the meeting. Proxies with
rubber stamped facsimile signatures may be used and unexecuted
proxies may be counted upon receipt of a confirming telegram from
the shareholder. Proxies meeting above requirements submitted at
any time during a meeting shall be accepted.
Section 1.5 Quorum. A majority of the outstanding capital
stock, represented in person or by proxy, shall constitute a
quorum at any meeting of shareholders, unless otherwise provided
by law, or by the shareholders or directors pursuant to Section
10.2, but less than a quorum may adjourn any meeting, from time
to time, and the meeting may be held, as adjourned, without
further notice. A majority of the votes cast shall decide every
question or matter submitted to the shareholders at any meeting,
unless otherwise provided by law or by the Articles of
Association, or by the shareholders or directors pursuant to
Section 10.2. Any action required or permitted to be taken by
the shareholders may be taken without a meeting by unanimous
written consent of the shareholders to a resolution authorizing
the action. The resolution and the written consent shall be
filed with the minutes of the proceedings of the shareholders.
Article II
Directors
Section 2.1. Board of Directors. The board of directors
("board") shall have the power to manage and administer the
business and affairs of the Association. Except as expressly
limited by law, all corporate powers of the Association shall be
vested in and may be exercised by the board.
Section 2.2. Number. The board shall consist of not less than
five nor more than twenty-five persons, the exact number within
such minimum and maximum limits to be fixed and determined from
time to time by resolution of a majority of the full board or by
resolution of a majority of the shareholders at any meeting
thereof; provided, however, that a majority of the full board may
not increase the number of directors to a number which: (1)
exceeds by more than two the number of directors last elected by
shareholders where such number was 15 or less; and (2) exceeds by
more than four the number of directors last elected by
shareholders where such number was 16 or more, but in no event
shall the number of directors exceed 25.
Section 2.3. Organization Meeting. The Secretary shall notify
the directors-elect of their election and of the time at which
they are required to meet at the main office of the Association
to organize the new board and elect and appoint officers of the
Association for the succeeding year. Such meeting shall be held
on the day of the election or as soon thereafter as practicable,
and, in any event, within 30 days thereof. If, at the time fixed
for such meeting, there shall not be a quorum, the directors
present may adjourn the meeting, from time to time, until a
quorum is obtained.
Section 2.4. Regular Meetings. The time and location of regular
meetings of the board shall be set by the board. Such meetings
may be held without notice. Any business may be transacted at
any regular meeting. The board may adopt any procedures for the
notice and conduct of any meetings as are not prohibited by law.
Section 2.5. Special Meetings. Special meetings of the board
may be called at the request of the Chairperson or Co-Chairperson
of the board, the President, or three or more directors. Each
member of the board shall be given notice stating the time and
place, by telegram, telephone, letter or in person, of each such
special meeting at least one day prior to such meeting. Any
business may be transacted at any special meeting.
Section 2.6. Action by the Board. Except as otherwise provided
by law, corporate action to be taken by the board shall mean such
action at a meeting of the board. Any action required or
permitted to be taken by the board or any committee of the board
may be taken without a meeting if all members of the board or the
committee consent in writing to a resolution authorizing the
action. The resolution and the written consents thereto shall be
filed with the minutes of the proceedings of the board or
committee. Any one or more members of the board or any committee
may participate in a meeting of the board or committee by means
of a conference telephone or similar communications equipment
allowing 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 meeting.
Section 2.7. Waiver of Notice. Notice of a special meeting need
not be given to any director who submits a signed waiver of
notice, whether before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its commencement,
the lack of notice to him or her.
Section 2.8. Quorum and Manner of Acting. Except as otherwise
required by law, the Articles of Association or these by-laws, a
majority of the directors shall constitute a quorum for the
transaction of any business at any meeting of the board and the
act of a majority of the directors present and voting at a
meeting at which a quorum is present shall be the act of the
board. In the absence of a quorum, a majority of the directors
present may adjourn any meeting, from time to time, until a
quorum is present and no notice of any adjourned meeting need be
given. At any such adjourned meeting at which a quorum is
present, any business may be transacted which might have been
transacted at the meeting as originally called.
Section 2.9. Vacancies. In the event a majority of the full
board increases the number of directors to a number which exceeds
the number of directors last elected by shareholders, as
permitted by Section 2.2, directors may be appointed to fill the
resulting vacancies by vote of such majority of the full board.
In the event of a vacancy in the board for any other cause, a
director may be appointed to fill such vacancy by vote of a
majority of the remaining directors then in office.
Section 2.10. Removal of Directors. The vacancy created by the
removal of a director pursuant to this Section may be filled by
the board in accordance with Section 2.9 of these by-laws or by
the shareholders.
Article III
Committees
Section 3.1. Executive Committee. There may be an executive
committee consisting of the Chairperson or Co-Chairperson of the
board and not less than two other directors appointed by the
board annually or more often. Subject to the limitations in
Section 3.4(g) of these by-laws, the executive committee shall
have the maximum authority permitted by law.
Section 3.2. Audit Committee. There may be an audit committee
composed of not less than two directors, exclusive of any active
officers, appointed by the board annually or more often, whose
duty it shall be to make an examination at least once during each
calendar year and within fifteen months of the last examination
into the affairs of the Association, or cause continuous suitable
examinations to be made, by auditors responsible only to the
board, and to report the results of any such examinations in
writing to the board from time to time. Such examinations shall
include audits of the fiduciary business of the Association as
may be required by law or regulation.
Section 3.3. Other Committees. The board may appoint, from time
to time, other committees of one or more persons, for such
purposes and with such powers as the board may determine.
Section 3.4. General.
(a) Each committee shall elect a Chairperson from among the
members thereof and shall also designate a Secretary of the
committee, who shall keep a record of its proceedings.
(b) Vacancies occurring from time to time in the membership
of any committee shall be filled by the board for the unexpired
term of the member whose departure causes such vacancy. The
board may designate one or more alternate members of any
committee, who may replace any absent member or members at any
meeting of such committee.
(c) Each committee shall adopt its own rules of procedure
and shall meet at such stated times as it may, by resolution,
appoint. It shall also meet whenever called together by its
Chairperson or the Chairperson of the board.
(d) No notice of regular meetings of any committee need be
given. Notice of every special meeting shall be given either by
mailing such notice to each member of such committee at his or
her address, as the same appears in the records of the
Association, at least two days before the day of such meeting, or
by notifying each member on or before the day of such meeting by
telephone or by personal notice, or by leaving a written notice
at his or her residence or place of business on or before the day
of such meeting. Waiver of notice in writing of any meeting,
whether prior or subsequent to such meeting, or attendance at
such meeting, shall be equivalent to notice of such meeting.
Unless otherwise indicated in the notice thereof, any and all
business may be transacted at any special meeting.
(e) All committees shall, with respect to all matters, be
subject to the authority and direction of the board and shall
report to it when required.
(f) Unless otherwise required by law, the Articles of
Association or these by-laws, a quorum at any meeting of any
committee shall be one-third of the full membership and the act
of a majority of members present and voting at a meeting at which
a quorum is present shall be the act of the committee.
(g) No committee shall have authority to take any action
which is expressly required by law or regulation to be taken at a
meeting of the board or by a specified proportion of directors.
Article IV
Officers and Employees
Section 4.1. Chairperson of the Board. The board shall appoint
one of its members to be the Chairperson of the board, or two
persons to serve as Co-Chairperson of the board to serve at its
pleasure. Such person shall preside at all meetings of the
board. The Chairperson or Co-Chairpersons of the board shall
supervise the carrying out of the policies adopted or approved by
the board; shall have general executive powers, as well as the
specific powers conferred by these by-laws; and shall also have
and may exercise such further powers and duties as from time to
time may be conferred upon, or assigned by the board.
Section 4.2. President. The board may appoint one of its
members to be the President of the Association. In the absence
of the Chairperson or Co-Chairpersons, the President shall
preside at any meeting of the board. The President shall have
general executive powers, and shall have and may exercise any and
all other powers and duties pertaining by law, regulation, or
practice to the office of President, or imposed by these by-laws.
The President shall also have and may exercise such further
powers and duties as from time to time may be conferred, or
assigned by the board.
Section 4.3. Vice President. The board may appoint one or more
Vice Presidents. Each Vice President shall have such powers and
duties as may be assigned by the board.
Section 4.4. Secretary. The board shall appoint a Secretary,
Cashier, or other designated officer who shall be Secretary of
the board and of the Association, and shall keep accurate minutes
of all meetings. The Secretary shall attend to the giving of all
notices required by these by-laws; shall be custodian of the
corporate seal, records, documents and papers of the Association;
shall provide for the keeping of proper records of all
transactions of the Association; shall have and may exercise any
and all other powers and duties pertaining by law, regulation or
practice, to the office of Cashier, or imposed by these by-laws;
and shall also perform such other duties as may be assigned from
time to time, by the board.
Section 4.5. Other Officers. The board may appoint one or more
Assistant Vice Presidents, one or more Trust Officers, one or
more Assistant Secretaries, one or more Assistant Cashiers, one
or more Managers and Assistant Managers of branches and such
other officers and attorneys in fact as from time to time may
appear to the board to be required or desirable to transact the
business of the Association. Such officers shall respectively
exercise such powers and perform such duties as pertain to their
several offices, or as may be conferred upon, or assigned to,
them by the board, the Chairperson or Co-Chairpersons of the
board, or the President. The board may authorize an officer to
appoint one or more officers or assistant officers.
Section 4.6. Resignation. An officer may resign at any time by
delivering notice to the Association. A resignation is effective
when the notice is given unless the notice specifies a later
effective date.
Article V
Fiduciary Activities
Section 5.1. Trust Committee. There shall be a Trust Committee
of this Association composed of four or more members, who shall
be capable and experienced officers or directors of the
Association. The Committee is charged with the responsibility
for the investment, retention, or disposition of assets held in
accounts with respect to which the Association has investment
authority; for the review of the assets of accounts for which the
Association has investment authority promptly after the
acceptance of such an account and at least once during every
calendar year thereafter to determine the advisability of
retaining or disposing of such assets; for the determination of
the manner in which proxies received for accounts for which the
Association has responsibility for the voting of proxies shall be
voted; for the determination of all substantial questions
involving discretionary authority of the Association of a non-
investment nature, including, but not limited to, distribution of
principal and/or income in respect of any account; for providing
advice as to the investment, retention, or disposition of assets
in investment advisory accounts maintained by the Association;
for the making of such reports as this board shall require; and
for such other responsibilities as may be assigned by this board.
The Trust Committee, in discharging its aforementioned
responsibilities, may authorize officers of the Association to
exercise such powers and under such conditions as the Committee
may from time to time prescribe.
Section 5.2. Trust Investments. Funds held in a fiduciary
capacity shall be invested according to the instrument
establishing the fiduciary relationship and local law. Where
such instrument does not specify the character and class of
investments to be made and does not vest in the Association a
discretion in the matter, funds held pursuant to such instrument
shall be invested in investments in which corporate fiduciaries
may invest under applicable law.
Section 5.3. Trust Audit Committee. The board shall appoint a
committee of at least two directors, exclusive of any active
officer of the association, which shall, at least once during
each calendar year make suitable audits of the association's
fiduciary activities or cause suitable audits to be made by
auditors responsible only to the board, and at such time shall
ascertain whether fiduciary powers have been administered
according to law, Part 9 of the Regulations of the Comptroller of
the Currency, and sound fiduciary principles.
Section 5.4. Fiduciary Files. There shall be maintained by the
association all fiduciary records necessary to assure that its
fiduciary responsibilities have been properly undertaken and
discharged.
Article VI
Stock and Stock Certificates
Section 6.1. Transfers. Shares of stock shall be transferable
on the books of the Association, and a transfer book shall be
kept in which all transfers of stock shall be recorded. Every
person becoming a shareholder by such transfer shall, in
proportion to his or her shares, succeed to all rights of the
prior holder of such shares.
The board may impose conditions upon the transfer of the stock
reasonably calculated to simplify the work of the Association
with respect to stock transfers, voting at shareholder meetings,
and related matters and to protect it against fraudulent
transfers.
Section 6.2. Stock Certificates. Certificates of stock shall
bear the signature of the Chairperson or Co-Chairpersons of the
board or President (which may be engraved, printed or impressed),
and shall be signed manually or by facsimile process by the
Secretary, Assistant Secretary, Cashier, Assistant Cashier, or
any other officer appointed by the board for that purpose, to be
known as an authorized officer, and the seal of the Association
shall be engraved thereon. Each certificate shall recite on its
face that the stock represented thereby is transferable only upon
the books of the Association properly endorsed. In case any such
officer who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such before
such certificate is issued, it may be issued by the Association
with the same effect as if such officer had not ceased to be such
at the time of its issue. The corporate seal may be a facsimile,
engraved or printed.
Article VII
Corporate Seal
The Chairperson, the President, the Cashier, the Secretary or any
Assistant Cashier or Assistant Secretary, or other officer
thereunto designated by the board, shall have authority to affix
the corporate seal to any document requiring such seal, and to
attest the same. Such seal shall be substantially in the
following form: A circle, with the words "Chase Manhattan Bank
and Trust Company, National Association" within such circle.
IMPRESSION
OF SEAL
Article VIII
Miscellaneous Provisions
Section 8.1. Fiscal Year. The fiscal year of the Association
shall be the calendar year.
Section 8.2. Execution of Instruments. All agreements,
indentures, mortgages, deeds, conveyances, transfers,
certificates, declarations, receipts, discharges, releases,
satisfactions, settlements, petitions, schedules, accounts,
affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified,
delivered or accepted on behalf of the Association by the
Chairperson or Co-Chairpersons of the board, or the President, or
any Vice Chairperson, or any Managing Director, or any Vice
President, or any Assistant Vice President, or the Chief
Financial Officer, or the Controller, or the Secretary, or the
Cashier, or, if in connection with the provision of fiduciary,
corporate trust, escrow or agency services, by any of those
officers or by any Trust Officer or any Assistant Trust Officer.
Any such instruments may also be executed, acknowledged,
verified, delivered or accepted on behalf of the Association in
such other manner and by such other officers or other persons as
the board may from time to time direct. The provisions of this
Section 8.2 are supplementary to any other provision of these by-
laws.
Section 8.3. Records. The Articles of Association, the by-laws
and the proceedings of all meetings of the shareholders, the
board, and standing committees of the board, shall be recorded in
appropriate minute books provided for that purpose. The minutes
of each meeting shall be signed by the Secretary, Cashier or
other officer appointed to act as Secretary of the meeting.
Section 8.4. Corporate Governance Procedures. To the extent not
inconsistent with applicable Federal banking law, bank safety and
soundness or these by-laws, the corporate governance procedures
found in the Delaware General Corporation Law shall be followed
by the Association.
Article IX
Indemnification
Section 9.1. Right to Indemnification. Each person who was or
is made a party or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she is or was a
director or an officer of the Association or is or was serving at
the request of the Association as a director, officer, employee
or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee
or agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held
harmless by the Association to the fullest extent authorized by
the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Association to
provide broader indemnification rights than such law permitted
the Association to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that,
except as provided in Section 9.3 of these by-laws with respect
to proceedings to enforce rights to indemnification, the
Association shall indemnify any such indemnitee in connection
with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the
board.
Section 9.2. Right to Advancement of Expenses. The right to
indemnification conferred in Section 9.1 of these by-laws shall
include the right to be paid by the Association the expenses
(including attorney's fees) incurred in defending any such
proceeding in advance of its final disposition (hereinafter an
"advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made
only upon delivery to the Association of an undertaking
(hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which
there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be
indemnified for such expenses under this Section 9.2 or
otherwise. The rights to indemnification and to the advancement
of expenses conferred in Sections 9.1 and 9.2 of these by-laws
shall be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators.
Section 9.3. Right of Indemnitee to Bring Suit. If a claim
under Section 9.1 or 9.2 of these by-laws is not paid in full by
the Association within sixty (60) days after a written claim has
been received by the Association except in the case of a claim
for an advancement of expenses, in which case the applicable
period shall be twenty (20) days, the indemnitee may at any time
thereafter bring suit against the Association to recover the
unpaid amount of the claim. If successful in whole or in part in
any such suit, or in a suit brought by the Association to recover
an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In (1) any suit
brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce
a right to an advancement of expenses) it shall be a defense
that, and (2) any suit brought by the Association to recover an
advancement of expenses pursuant to the terms of an undertaking,
the Association shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any
applicable standard for indemnification set forth in the Delaware
General Corporation Law. Neither the failure of the Association
(including the board, the Association's independent legal
counsel, or its shareholders) to have made a determination prior
to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee
has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by
the Association (including the board, the Association's
independent legal counsel, or its shareholders) that the
indemnitee has not met such applicable standard of conduct, shall
create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any
suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or
brought by the Association to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving
that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article IX or otherwise shall
be on the Association.
Section 9.4. Non-Exclusivity of Rights. The rights to
indemnification and to the advancement of expenses conferred in
this Article IX shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the
Association's Articles of Association, by-laws, agreement, vote
of shareholders or disinterested directors or otherwise.
Section 9.5. Insurance. The Association may maintain insurance,
at its expense, to protect itself and any director, officer,
employee or agent of the Association or another corporation,
partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Association would
have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
Section 9.6. Indemnification of Employees and Agents of the
Association. The Association may, to the extent authorized from
time to time by the board, grant rights to indemnification and to
the advancement of expenses to any employee or agent of the
Association to the fullest extent of the provisions of this
Article IX with respect to the indemnification and advancement of
expenses of directors and officers of the Association.
Article X
By-laws
Section 10.1. Inspection. A copy of the by-laws, with all
amendments, shall at all times be kept in a convenient place at
the main office of the Association, and shall be open for
inspection to all shareholders during banking hours.
Section 10.2. Amendments. The by-laws may be amended, altered
or repealed, at any regular meeting of the board by a vote of a
majority of the total number of the directors except as provided
below. The Association's shareholders may amend or repeal the by-
laws even though the by-laws may be amended or repealed by its
board.
I, __________________________________, CERTIFY that: I am
the Secretary of the J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION, and Secretary of its Board of Directors and as such
officer am the official custodian of its records; and (2) the
foregoing By-Laws are the By-Laws of said association, and all of
them are now lawfully in place.
IN TESTIMONY WHEREOF, I have hereunto affixed by official
signature and the Seal of the said Association in the City of
__________________________________, State of _________________,
on this _________ day of ____________________, ____.
______________________________________
Exhibit 7. Report of Condition of the Trustee.
- -------------------------------------------------------------------
Consolidated Report of Condition of J.P. Morgan Trust Company, N.A.,
(formerly Chase Manhattan Bank and Trust Company, N.A.)
(Legal Title)
Located at 1800 Century Park East, Ste. 400 Los Angeles, CA 90067
(Street) (City) (State) (Zip)
as of close of business on September 30, 2001
ASSETS DOLLAR AMOUNTS IN THOUSANDS
1. Cash and balances due from depository institutions (from
Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1) 1,516
b. Interest bearing balances (2) 0
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B,
column A) 0
b. Available-for-sale securities (from Schedule RC-B,
column D) 687
3. Federal Funds sold and securities purchased agreements to
resell 55,250
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale 0
b. Loans and leases, net of unearned income 1,440
c. LESS: Allowance for loan and lease losses 0
d. Loans and leases, net of unearned income and
allowance (item 4.b minus 4.c) 1,440
5. Trading assets (from Schedule RC-D) N/A
6. Premises and fixed assets (including capitalized leases) 182
7. Other real estate owned (from Schedule RC-M) 0
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) 0
9. Customers' liability to this bank on acceptances
outstanding 0
10. Intangible assets
a. Goodwill 20
b. Other intangible assets (from Schedule RC-M) 383
11. Other assets (from Schedule RC-F) 3,060
12. TOTAL ASSETS (sum of items 1 through 11) 62,538
- -----------
(1) Includes cash items in process of collection and
unposted debits.
(2) Includes time certificates of deposit not held for
trading.
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E) 25,467
(1) Noninterest-bearing (1) 6,583
(2) Interest-bearing 18,885
b. In foreign offices, Edge and Agreement subsidiaries, and IBF'
(1) Noninterest-bearing N/A
(2) Interest-bearing N/A
14. Federal funds purchased and securities sold under
agreements to repurchase 0
15. Trading liabilities (from Schedule RC-D) 0
16. Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases) (from Schedule RC-M): 0
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 0
19. Subordinated notes and debentures (2) 0
20. Other liabilities (from Schedule RC-G) 8,355
21. Total liabilities (sum of items 13 through 20) 33,822
22. Minority interest in consolidated subsidiaries 0
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 0
24. Common stock 600
25. Surplus (exclude all surplus related to preferred stock) 13,169
26. a. Retained earnings 14,946
b. Accumulated other comprehensive income (3) 1
27. Other equity capital components (4) 0
28. Total equity capital (sum of items 23 through 27) 28,716
29. Total liabilities, minority interest, and equity capital
(sum of items 21, 22, and 28) 62,538
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
auditors as of any date during 2000 1
- ---------
(1) Includes total demand deposits and noninterest-bearing time
and savings deposits.
(2) Includes limited-life preferred stock and related surplus.
(3) Includes net unrealized holding gains (losses) on available-
for-sale securities, accumulated net gains (losses) on cash flow
hedges, and minimum pension liability adjustments.
(4) Includes treasury stock and unearned Employee Stock
Ownership Plan shares.