THE COMPANIES LAW
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(REVISED)
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MEMORANDUM OF ASSOCIATION
OF
BEAR STEARNS FINANCE LLC
1. The name of the Company is BEAR STEARNS FINANCE LLC.
2. The Registered Office of the Company shall be at the
offices of Maples and Calder, Attorneys-at-Law, P.O. Box 309, George
Town, Grand Cayman, Cayman Islands, British West Indies or at such
other place as the Common Shareholders may from time to time decide.
3. The objects for which the Company is established are
unrestricted.
4. Except as prohibited or limited by the Companies Law
(Revised), the Company shall have full power and authority to carry
out any object and shall have and be capable of from time to time and
at all times exercising any and all of the powers at any time or from
time to time exercisable by a natural person or body corporate in
doing in any part of the world whether as principal, agent, contractor
or otherwise whatever may be considered by it necessary for the
attainment of its objects and
whatever else may be considered by it as incidental or conducive
thereto or consequential thereon, including, but without in any way
restricting the generality of the foregoing, the power to make any
alterations or amendments to this Memorandum of Association and the
Articles of Association of the Company considered necessary or
convenient in the manner set out in the Articles of Association of the
Company, and the power to do any of the following acts or things, viz:
to pay all expenses of and incidental to the promotion, formation and
incorporation of the Company; to register the Company to do business
in any other jurisdiction; to sell, lease or dispose of any property
of the Company; to draw, make, accept, endorse, discount, execute and
issue promissory notes, debentures, bills of exchange, bills of
lading, warrants and other negotiable or transferable instruments; to
lend money or other assets and to act as guarantors; to borrow or
raise money on the security of the undertaking or on all or any of the
assets of the Company including uncalled capital or without security;
to invest monies of the Company in such manner as the Common
Shareholders determine; to promote other companies; to sell the
undertaking of the Company for cash or any other consideration; to
distribute assets in specie to Members of the Company; to make
charitable or benevolent donations; to pay pensions or gratuities or
provide other benefits in cash or kind to officers, employees, past or
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present and their families; to purchase officers liability insurance
to carry on any trade or business and generally to do all acts and
things which, in the opinion of the Common Shareholders, may be
conveniently or profitably or usefully acquired and dealt with,
carried on, executed or done by the Company in connection with the
business aforesaid PROVIDED THAT the Company shall only carry on the
businesses for which a licence is required under the laws of the
Cayman Islands when so licensed under the terms of such laws.
5. The liability of each Preferred Shareholder is limited
to the amount from time to time unpaid on such Preferred Shareholder's
shares. The liability of a Common Shareholder in the event of the
winding up and dissolution of the Company shall be unlimited.
6. The share capital of the Company is US$205,000 divided
into 5,000 Common Shares of a nominal or par value of US$1.00 each and
20,000,000 Preferred Shares of a nominal or par value US$0.01 each
with power for the Company insofar as is permitted by law, to redeem
or purchase any of its shares and to increase or reduce the said
capital subject to the provisions of the Companies Law (Revised) and
the Articles of Association and to issue any part of its capital,
whether original, redeemed or increased with or without any
preference, priority or special privilege or subject to any
postponement of rights or to any
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conditions or restrictions and so that unless the conditions of issue
shall otherwise expressly declare every issue of shares whether
declared to be preference or otherwise shall be subject to the powers
hereinbefore contained.
7. If the Company is registered as exempted, its
operations will be carried on subject to the provisions of Section 192
of the Companies Law (Revised) and, subject to the provisions of the
Companies Law (Revised) and the Articles of Association, it shall have
the power to register by way of continuation as a body corporate
limited by shares under the laws of any jurisdiction outside the
Cayman Islands and to be deregistered in the Cayman Islands.
WE the several persons whose names and addresses are
subscribed are desirous of being formed into a company in pursuance of
this Memorandum of Association and we respectively agree to take the
number of shares in the capital of the Company set opposite our
respective names.
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DATED the 27th day of January, 1994
SIGNATURE and ADDRESS NUMBER OF
OF EACH SUBSCRIBER SHARES TAKEN
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/s/ John F. Dyke Two Common Shares for a
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The Bear Stearns Companies Inc. Subscription Price of of
John F. Dyke, US$1.00 each
by its attorney-in-fact
/s/ Faith J. Andrigal Zamora
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Witness to the above signatures
I, Cindy Y. Jefferson Deputy Registrar of Companies in and
for the Cayman Islands HEREBY CERTIFY that this is a true and correct
copy of the Memorandum of Association of this Company duly
incorporated on the 27th day of January, 1994
/s/ Cindy Y. Jefferson
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DEPUTY REGISTRAR OF COMPANIES
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