Exhibit 25.1
_____________________________________________________________________________
UNITED STATES
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)
______________________________
DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)
60 WALL STREET
NEW YORK, NEW YORK 10005
(Address of principal (Zip Code)
executive offices)
Deutsche Bank Trust Company Americas
Attention: Will Christoph
Legal Department
1301 6th Avenue, 8th Floor
New York, New York 10019
(212) 469-0378
(Name, address and telephone number of agent for service)
______________________________________________________
DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC
(Exact name of Registrant as specified in its charter)
MICHIGAN 38-3536414
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
27777 FRANKLIN ROAD
SOUTHFIELD, MICHIGAN 48034-8286
(248) 948-3124
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
$15,000,000 ASSET BACKED 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.
Name Address
---- -------
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
(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 3. -15. Not Applicable
Item 16. List of Exhibits.
Exhibit 1 - 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.
Exhibit 2 - Certificate of Authority to commence business -
Incorporated herein by reference to Exhibit 2 filed
with Form T-1 Statement, Registration No. 33-21047.
Exhibit 3 - Authorization of the Trustee to exercise corporate
trust powers - Incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement, Registration
No. 33-21047.
Exhibit 4 - Existing By-Laws of Deutsche Bank Trust Company
Americas, as amended on April 15, 2002. Copy attached.
-2-
Exhibit 5 - Not applicable.
Exhibit 6 - 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.
Exhibit 7 - The latest report of condition of Deutsche Bank Trust
Company Americas dated as of September 30, 2003. Copy
attached separately.
..
Exhibit 8 - Not Applicable.
Exhibit 9 - Not Applicable.
-3-
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 21ST day of November 2003.
DEUTSCHE BANK TRUST COMPANY AMERICAS
By: _______________________________
Eileen M Hughes
Vice President
-4-
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 21st day of November 2003.
DEUTSCHE BANK TRUST COMPANY AMERICAS
/s/ Eileen M Hughes
--------------------
By: Eileen M Hughes
Vice President
-5-
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.
Manuel Kursky
-----------------------------------
Deputy Superintendent of Banks
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, buy 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 corporation's 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:
Name Residence Post Office Address
---- --------- -------------------
James A. Blair 9 West 50th Street, 33 Wall Street,
Manhattan, New York City Manhattan, New York City
James G. Cannon 72 East 54th Street, 14 Nassau Street,
Manhattan New York City Manhattan, New York City
E. C. Converse 3 East 78th Street, 139 Broadway,
Manhattan, New York City Manhattan, New York City
Henry P. Davison Englewood, 2 Wall Street,
New Jersy Manhattan, New York City
Granville W. Garth 160 West 57th Street, 33 Wall Street
Manhattan, New York City Manhattan, New York City
A. Barton Hepburn 205 West 57th Street 83 Cedar Street
Manhattan, New York City Manhattan, New York City
William Logan Montclair, 13 Nassau Street
New Jersey Manhattan, New York City
George W. Perkins Riverdale, 23 Wall Street,
New York Manhattan, New York City
William H. Porter 56 East 67th Street 270 Broadway,
Manhattan, New York City Manhattan, New York City
John F. Thompson Newark, 143 Liberty Street,
New Jersey Manhattan, New York City
Albert H. Wiggin 42 West 49th Street, 214 Broadway,
Manhattan, New York City Manhattan, New York City
Samuel Woolverton Mount Vernon, 34 Wall Street,
New York Manhattan, New York City
Edward F.C. Young 85 Glenwood Avenue, 1 Exchange Place,
Jersey City, New Jersey 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.
IN WITNESS WHEREOF, we have made and subscribed this certificate this
6th day of August, 1998.
James T. Byrne, Jr.
-------------------------------
James T. Byrne, Jr.
Managing Director and Secretary
Lea Lahtinen
--------------------------------------
Lea Lahtinen
Vice President and Assistant Secretary
Lea Lahtinen
--------------------------------------
Lea Lahtinen
State of New York )
) ss:
County of New York )
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.
Lea Lahtinen
-------------------------------
Lea Lahtinen
Sworn to before me this
6th day of August, 1998.
Sandra L. West
- ----------------------------------------
Notary Public
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 "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.
Manuel Kursky
------------------------------
Deputy Superintendent of Banks
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
James T. Byrne, Jr.
-------------------------------
James T. Byrne, Jr.
Managing Director and Secretary
Lea Lahtinen
--------------------------------------
Lea Lahtinen
Vice President and Assistant Secretary
State of New York )
) ss:
County of New York )
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.
Lea Lahtinen
--------------------------------
Lea Lahtinen
Sworn to before me this 25th day
of September, 1998
Sandra L. West
- --------------------------------------
Notary Public
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.
P. Vincent Conlon
------------------------------
Deputy Superintendent of Banks
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
James T. Byrne, Jr.
-------------------------------
James T. Byrne, Jr.
Managing Director and Secretary
Lea Lahtinen
--------------------------------------
Lea Lahtinen
Vice President and Assistant Secretary
State of New York )
) ss:
County of New York )
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.
Lea Lahtinen
----------------------------
Lea Lahtinen
Sworn to before me this 16th day
of December, 1998
Sandra L. West
Notary Public
- --------------------------------------
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 SECRETARY'S 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]
/s/ Lea Lahtinen
----------------------------------------------------
Lea Lahtinen, Vice President and Assistant Secretary
Bankers Trust Company
State of New York )
) ss.:
County of New York )
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.
/s/ Sonja K. Olsen
- ----------------------------------
Notary Public
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.
/s/ P. Vincent Conlon
--------------------------------------------
Deputy Superintendent of Banks
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."
-2-
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.
/s/ James T. Byrne Jr.
---------------------------------------
James T. Byrne Jr.
Secretary
/s/ Lea Lahtinen
---------------------------------------
Lea Lahtinen
Vice President and Assistant Secretary
State of New York )
) ss.:
County of New York )
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.
/s/ Lea Lahtinen
---------------------------------------
Lea Lahtinen
Sworn to before me this 27th day
of February, 2002
/s/ Sandra L. West
- -------------------------------------
Notary Public
SANDRA L. WEST
Notary Public, State of New York
No. 01WE4942401
Qualified in New York County
Commission Expires September 19, 2002
-1-
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
-2-
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
-3-
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
-4-
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
-5-
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.
/s/ P. Vincent Conlon
---------------------------------
Deputy Superintendent of Banks
-6-
DEUTSCHE BANK TRUST COMPANY AMERICAS
BY-LAWS
APRIL 15, 2002
Deutsche Bank Trust Company Americas
New York
-7-
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.
-8-
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
day's 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.
-9-
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 Company's 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.
-10-
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
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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.
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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
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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
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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, Man Wing Li, 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.
/s/ Man Wing Li
----------------------------------------
Associate
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DATED AS OF: November 17, 2003
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Legal Title of Bank)
NEW YORK
(City)
NY 10005-2858
(State) (Zip Code)
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for September 30, 2003
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 RC-Balance Sheet
ASSETS Dollar Amounts
In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin 2,807,000
Interest-bearing balances....................... 113,000
Securities:
Held-to-maturity securities..................... 0
Available-for-sale securities................... 58,000
Federal funds sold and Securities purchased under agreements to resell
Federal funds sold in domestic offices 1,958,000
Securities purchased under agreements to resell 5,503,000
Loans and lease financing receivables:
Loans and leases held for sale 0
Loans and leases, net of unearned 7,534,000
Income........................................
LESS: Allowance for loan and lease 385,000
losses........................................
Loans and leases, net of unearned income, allowance, and reserve 7,148,000
Trading Assets..................................... 12,844,000
Premises and fixed assets (including capitalized leases) 276,000
Other real estate owned............................ 50,000
Investments in unconsolidated subsidiaries and associated companies 3,646,000
Customers' liability to this bank on acceptances outstanding 0
Intangible assets..................................
Goodwill 0
Other intangible assets 29,000
ASSETS Dollar Amounts
In Thousands
Other assets....................................... 2,193,000
Total assets....................................... $35.838,000
LIABILITIES
Deposits:
In domestic offices............................. 8,579,000
Noninterest-bearing............................. 2,695,000
Interest-bearing................................ 6,084,000
In foreign offices, Edge and Agreement subsidiaries, and 8,041,000
IBFs..........................................
Noninterest-bearing......................520,061 3,347,000
Interest-bearing......................25,818,007 6,954,000
Federal funds purchased and Securities sold under
agreements to repurchase.......................
Federal Funds purchased in domestic offices 7,341,000
Trading Liabilities 1,331,000
Other borrowed money: 103,000
Bank's liability on acceptances executed and outstanding 0
Subordinated notes and debentures.................. 8,000
Other liabilities.................................. 1,711,000
Total liabilities.................................. 28,115,000
Minority interest in consolidated subsidiaries 624,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus 1,500,000
Common stock....................................... 2,127,000
Surplus............................................ 584,000
Retained Earnings 2,879,000
Accumulated other comprehensive income 8,000
Other equity capital components 0
Total equity capital............................... 7,099,000
Total liabilities and equity capital............... 35,838,000
2