Exhibit 25.4
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)___
U.S. BANK TRUST NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
41-1973763
I.R.S. Employer Identification No.
300 EAST DELAWARE AVENUE, 8TH FLOOR
WILMINGTON, DELAWARE 19809
(Address of principal executive offices) (Zip Code)
Patrick J. Crowley
U.S. Bank National Association
100 Wall Street, Suite 1600
New York, NY 10005
Telephone (212) 361-2505
(Name, address and telephone number of agent for service)
MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
(Exact name of Registrant as specified in its charter)
DELAWARE 75-2698837
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1010 WISCONSIN AVENUE, N.W.
SUITE 650
WASHINGTON, D.C. 20007
(Address of Principal Executive Offices) (Zip Code)
MERISTAR HOSPITALITY FINANCE CORP. III
(Exact name of Registrant as specified in its charter)
DELAWARE 46-0467463
(State or other jurisdiction
of incorporation or organization) (I.R.S. Employer Identification No.)
1010 WISCONSIN AVENUE, N.W.
SUITE 650
WASHINGTON, D.C. 20007
(Address of Principal Executive Offices) (Zip Code)
SUBORDINATED DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)
FORM T-1
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.
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
ITEMS 3-15 Not applicable because, to the best of Trustee's knowledge,
the Trustee is not a trustee under any other indenture under
which any other securities or certificates of interest or
participation in any other securities of the obligor are
outstanding and there is not, nor has there been, a default
with respect to securities issued under this indenture.
ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this
statement of eligibility and qualification.
1. A copy of the Articles of Association of the Trustee now in
effect, attached as Exhibit 1.
2. A copy of the certificate of authority of the Trustee to
commence business, attached as Exhibit 2.
3. A copy of the certificate of authority of the Trustee to
exercise corporate trust powers, attached as Exhibit 3.
4. A copy of the existing bylaws of the Trustee, as now in
effect, attached as Exhibit 4.
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939, attached as Exhibit 6.
7. Report of Condition of the Trustee as of December 31, 2001,
published pursuant to law or the requirements of its
supervising or examining authority, attached as Exhibit 7.
Effective February 28, 2002, U.S. Bank Trust National
Association, located in New York, N.Y. was merged with U.S.
Bank Trust National Association, located in Wilmington,
Delaware, with the Delaware entity surviving. The financials
(and capital) of these entities were consolidated. Exhibit 7
provides the most recently filed financials of each entity
as of December 31, 2001.
8. Not applicable.
9. Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION, a national
banking association organized and existing under the laws of the United
States of America, 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 New York, State of New York on the
6th day of May, 2002.
U.S. BANK TRUST NATIONAL ASSOCIATION
By: /s/ Adam Berman
-----------------------------------
Adam Berman
Trust Officer
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EXHIBIT 1
U.S. BANK TRUST NATIONAL ASSOCIATION
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 "U.S. Bank Trust
National Association."
SECOND. The main office of this Association shall be in the
City of Wilmington, County of New Castle and State of Delaware. The business of
this Association will be limited to that of a national trust bank, and to
support activities incidental thereto. This Association will not amend these
Articles of Association to expand the scope of or alter its business beyond that
stated in this Article Second without the prior approval of the Comptroller of
the Currency. Prior to the transfer of any stock of the Association, the
Association will seek the prior approval of the appropriate federal depository
institution regulatory agency.
THIRD. The board of directors of the Association shall consist
of not less than five nor more than 25 persons, the exact number to be fixed and
determined from time to time by resolution of a majority of the shareholders at
any annual or special meeting thereof. A majority of the board of directors
shall be necessary to constitute a quorum for the transaction of business at any
directors' meeting. Each director shall own common or preferred stock of this
Association with an aggregate par, fair market, or equity value of not less than
$1,000.00, as of either (i) the date of purchase, (ii) the date the person
became a director, whichever is more recent. Any combination of common or
preferred stock of this Association or U.S. Bancorp may be used.
Any vacancy in the board of directors may be filled by action
of a majority of the remaining directors between meetings of shareholders. The
board of directors may not increase the number of directors between meetings of
shareholders to a number that (1) exceeds by more than two the number of
directors last elected by shareholders where the number was fifteen or less; and
(2) exceeds by more than four the number of directors last elected by
shareholders where the number was sixteen or more, but in no event shall the
number of directors exceed twenty-five.
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.
Honorary or advisory members of the board of directors,
without voting power or power of final decision in matters concerning the
business of this Association, may be appointed by resolution of a majority of
the full board of directors, or by resolution of shareholders at any annual or
special meeting. Honorary or advisory directors shall not be counted for
purposes of determining the number of directors of this Association or the
presence of a quorum in connection with any board action, and shall not be
required to own qualifying shares.
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 bylaws, or if that day falls on a legal holiday in the State in
which this Association is located, on the next following banking day. If no
election is held on the day fixed, or in event of a legal
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holiday, an election may be held on any subsequent day within sixty 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. In all cases at least ten-days advance notice of the meeting shall
be given to the shareholders by first class mail.
A director may resign at any time by delivering written or
oral notice to the board of directors, its chairperson, or to this 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;
provided, however, that a director may not be removed if the number of votes
sufficient to elect him or her under cumulative voting is voted against his or
her removal.
FIFTH. The authorized amount of capital stock of this
Association shall be 10,000 shares of common stock of the par value of
one-hundred dollars ($100.00) 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 this
Association shall have any preemptive or preferential right of subscription to
any shares of any class of stock of this Association, whether now or hereafter
authorized, or to any obligations convertible into stock of this Association,
issued, or sold, nor any right of 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 these 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.
Unless otherwise provided in the bylaws, the record date for
determining shareholders entitled to notice of and to vote at any meeting is the
close of business on the day before the first notice is mailed or otherwise sent
to the shareholders, provided that in no event may a record date be more than
seventy days before the meeting.
SIXTH. The board of directors shall appoint one of its members
president of this Association and one of its members chairperson of the board.
The board of directors shall also 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 this
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 bylaws.
The board of directors shall have the power to:
(1) Define the duties of the officers, employees, and
agents of this Association.
(2) Delegate the performance of its duties, but not the
responsibility for its duties, to the officers,
employees, and agents of this Association.
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(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 to fix
the penalty thereof.
(6) Ratify written policies authorized by this
Association's management or committees of the board.
(7) Regulate the manner in which any increase or decrease
of the capital of this Association shall be made;
provided, however, that nothing herein shall restrict
the power of shareholders to increase or decrease the
capital of this Association in accordance with law, and
nothing shall raise or lower from two-thirds the
percentage required for shareholder approval to
increase or reduce the capital.
(8) Manage and administer the business and affairs of this
Association.
(9) Adopt bylaws, not inconsistent with law or these
Articles of Association, for managing the business and
regulating the affairs of this Association.
(10) Amend or repeal bylaws, except to the extent that the
articles of Association reserve this power in whole or
in part to shareholders.
(11) Make contracts.
(12) Generally to 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 place within the limits of the City
of Wilmington without the approval of the shareholders, and shall have the power
to establish or change the location of any branch or branches of this
Association to any other location permitted under applicable law, without the
approval of the shareholders, subject to approval by the Comptroller of the
Currency.
EIGHTH. The corporate existence of this Association shall
continue until terminated according to the laws of the United States.
NINTH. The board of directors of this Association, or any
three (3) or more shareholders owning, in the aggregate, not less than
twenty-five percent (25%) of the stock of this Association, may call a special
meeting of shareholders at any time. Unless otherwise provided by the bylaws or
the laws of the United States, or waived by shareholders, a notice of the time,
place, and purpose of every annual and special meeting of the shareholders shall
be given by first-class mail, postage prepaid, mailed at least ten, and no more
than sixty, days prior to the date of the meeting to each shareholder of record
at his/her address as shown upon the books of this Association. Unless otherwise
provided by these Articles of Association or the bylaws, any action requiring
approval of shareholders must be effected at a duly called annual or special
meeting.
TENTH. Any action required to be taken at a meeting of the
shareholders or directors or any action that may be taken at a meeting of the
shareholders or directors may be taken without a meeting if consent in writing,
setting forth the action as taken shall be signed by all the shareholders or
directors
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entitled to vote with respect to the matter thereof. Such action shall be
effective on the date on which the last signature is placed on the writing, or
such earlier date as is set forth therein.
ELEVENTH. Meetings of the board of directors or shareholders,
regular or special, may be held by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can simultaneously hear each other, and participation in such meeting by
such aforementioned means shall constitute presence in person at such meeting.
TWELFTH. 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. This Association's board of
directors may propose one or more amendments to these Articles of Association
for submission to the shareholders.
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EXHIBIT 2
COMPTROLLER OF THE CURRENCY
TREASURY DEPARTMENT OF THE UNITED STATES
WASHINGTON, D.C.
WHEREAS, satisfactory evidence has been presented to the Comptroller of the
Currency that U.S. BANK TRUST NATIONAL ASSOCIATION located in WILMINGTON, STATE
OF DELAWARE has complied with all provisions of the statutes of the United
States required to be complied with before being authorized to commence the
business of banking as a National Banking Association;
NOW, THEREFORE, thereby certify that the above-named association is
authorized to commence the business of banking as a National Banking
Association.
In testimony whereof, witness my signature
and seal of office this FIRST day of JUNE,
2000.
/s/ John D. Hawke, Jr.
-----------------------------------
Charter No. 24090 John D. Hawke, Jr.
Comptroller of the Currency
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EXHIBIT 3
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATE OF FIDUCIARY POWERS
I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:
that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.
2. "U.S. Bank Trust National Association," Wilmington, Delaware, (Charter No.
24090), was granted, under the hand and seal of the Comptroller, the right to
act in all fiduciary capacities authorized under the provisions of the Act of
Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and that the
authority so granted remains in full force and effect on the date of this
Certificate.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal of
office to be affixed to these presents at the
Treasury Department, in the City of
Washington and District of Columbia, this
29th day of June, 2000.
/s/ John D. Hawke, Jr.
------------------------------------
Comptroller of the Currency
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EXHIBIT 4
U.S. BANK TRUST NATIONAL ASSOCIATION
BYLAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The annual meeting of the shareholders,
for the election of directors and the transaction of other business, shall be
held at a time and place as the Chairman or President may designate. Notice of
such meeting shall be given at least ten days prior to the date thereof, to each
shareholder of the Association. If, for any reason, an election of directors is
not made on the designated day, the election shall be held on some subsequent
day, as soon thereafter as practicable, with prior notice thereof.
Section 1.2. Special Meetings. Except as otherwise specially provided
by law, 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 shareholder or group
of shareholders owning at least ten percent of the outstanding stock. Every such
special meeting, unless otherwise provided by law, shall be called upon not less
than ten days prior notice stating the purpose of the meeting.
Section 1.3. Nominations for Directors. Nominations for election to the
board of directors may be made by the board of directors or by any shareholder.
Section 1.4. Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing. Proxies shall be valid only
for one meeting and any adjournments of such meeting and shall be filed with the
records of the meeting.
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. 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.
ARTICLE II
Directors
Section 2.1. Board of Directors. The board of directors (hereinafter
referred to as the "board"), shall have power to manage and administer the
business and affairs of the Association. All authorized corporate powers of the
Association shall be vested in and may be exercised by the board.
Section 2.2. Powers. In addition to the foregoing, the board of
directors shall have and may exercise all of the powers granted to or conferred
upon it by the Articles of Association, the Bylaws and by law.
Section 2.3. Number. The board shall consist of a number of members to
be fixed and determined from time to time by resolution of the board or the
shareholders at any meeting thereof, in accordance with the Articles of
Association.
Section 2.4. Organization Meeting. The newly elected board shall meet
for the purpose of organizing the new board and electing and appointing such
officers of the Association as may be appropriate. Such meeting shall be held on
the day of the election or as soon thereafter as practicable, and, in any event,
within thirty days thereafter. If, at the time fixed for such meeting, there
shall not be a quorum present, the directors present may adjourn the meeting
until a quorum is obtained.
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Section 2.5. Regular Meetings. The regular meetings of the board shall
be held, without notice, as the Chairman or President may designate and deem
suitable.
Section 2.6. Special Meetings. Special meetings of the board may be
called by the Chairman or the President of the Association, or at the request of
two or more directors. Each member of the board shall be given notice stating
the time and place of each such meeting.
Section 2.7. Quorum. A majority of the directors shall constitute a
quorum at any meeting, except when otherwise provided by law; but fewer may
adjourn any meeting. Unless otherwise provided, once a quorum is established,
any act by a majority of those constituting the quorum shall be the act of the
board.
Section 2.8. Vacancies. When any vacancy occurs among the directors,
the remaining members of the board may appoint a director to fill such vacancy
at any regular meeting of the board, or at a special meeting called for that
purpose.
ARTICLE III
Committees
Section 3.1. Advisory Board of Directors. The board may appoint
persons, who need not be directors, to serve as advisory directors on an
advisory board of directors established with respect to the business affairs of
either this Association alone or the business affairs of a group of affiliated
organizations of which this Association is one. Advisory directors shall have
such powers and duties as may be determined by the board, provided, that the
board's responsibility for the business and affairs of this Association shall in
no respect be delegated or diminished.
Section 3.2. Audit Committee. The board shall appoint an Audit
Committee which shall consist of at least two Directors of the Association or of
an affiliate of the Association. If legally permissible, the board may determine
to name itself as the Audit Committee. The Audit Committee shall direct and
review audits of the Association's fiduciary activities.
The members of the Audit Committee shall be appointed each year and
shall continue to act until their successors are named. The Audit Committee
shall have power to adopt its own rules and procedures and to do those things
which in the judgment of such Committee are necessary or helpful with respect to
the exercise of its functions or the satisfaction of its responsibilities.
Section 3.3. Executive Committee. The board may appoint an Executive
Committee which shall consist of at least three directors and which shall have,
and may exercise, all the powers of the board between meetings of the board or
otherwise when the board is not meeting.
Section 3.4. Other Committees. The board may appoint, from time to
time, committees of one or more persons who need not be directors, for such
purposes and with such powers as the board may determine. In addition, either
the Chairman or the President may appoint, from time to time, committees of one
or more officers, employees, agents or other persons, for such purposes and with
such powers as either the Chairman or the President deems appropriate and
proper.
Whether appointed by the board, the Chairman, or the President, any
such Committee shall at all times be subject to the direction and control of the
board.
Section 3.5. Meeting Minutes and Rules. An advisory board of directors
and/or committee shall meet as necessary in consideration of the purpose of the
advisory board of directors or committee, and shall maintain minutes in
sufficient detail to indicate actions taken or recommendations made; unless
required by the members, discussions, votes or other specific details need not
be reported. An advisory
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board of directors or a committee may, in consideration of its purpose, adopt
its own rules for the exercise of any of its functions or authority.
ARTICLE IV
Officers and Employees
Section 4.1. Chairman of the Board. The board may appoint one of its
members to be Chairman of the board to serve at the pleasure of the board. The
Chairman 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 Bylaws; shall also have and may exercise such 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
President of the Association. In the absence of the Chairman, 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 Bylaws. The President shall also have and may exercise such
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 who shall have such powers and duties as may be assigned by the board
and to perform the duties of the President on those occasions when the President
is absent, including presiding at any meeting of the board in the absence of
both the Chairman and President.
Section 4.4. Secretary. The board shall appoint a Secretary, 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 Bylaws to be given; shall be
custodian of the corporate seal, records, document 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 Secretary, or imposed
by these Bylaws; 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, and may authorize
the Chairman or the President to appoint, any officer as from time to time may
appear to the board, the Chairman or the President to be required or desirable
to transact the business of the Association. Such officers shall exercise such
powers and perform such duties as pertain to their several offices, or as may be
conferred upon or assigned to them by these Bylaws, the board, the Chairman or
the President.
Section 4.6. Tenure of Office. The Chairman or the President and all
other officers shall hold office for the current year for which the board was
elected, unless they shall resign, become disqualified, or be removed. Any
vacancy occurring in the Office of Chairman or President shall be filled
promptly by the board.
Any officer elected by the board or appointed by the Chairman or the
President may be removed at any time, with or without cause, by the affirmative
vote of a majority of the board or, if such officer was appointed by the
Chairman or the President, by the Chairman or the President, respectively.
ARTICLE V
Stock
Section 5.1. 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 such person's shares, succeed to all rights of the prior holder
of
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such shares. Each certificate of stock shall recite on its face that the stock
represented thereby is transferable only upon the books of the Association
properly endorsed.
ARTICLE VI
Corporate Seal
Section 6.1. The Association shall have no corporate seal; provided,
however, that if the use of a seal is required by, or is otherwise convenient or
advisable pursuant to, the laws or regulations of any jurisdiction, the
following seal may be used, and the Chairman, the President, the Secretary and
any Assistant Secretary shall have the authority to affix such seal:
ARTICLE VII
Miscellaneous Provisions
Section 7.1. Execution of Instruments. All agreements, checks, drafts,
orders, indentures, notes, mortgages, deeds, conveyances, transfers,
endorsements, assignments, certificates, declarations, receipts, discharges,
releases, satisfactions, settlements, petitions, schedules, accounts,
affidavits, bonds, undertakings, guarantees, proxies and other instruments or
documents may be signed, countersigned, executed, acknowledged, endorsed,
verified, delivered or accepted on behalf of the Association, whether in a
fiduciary capacity or otherwise, by any officer of the Association, or such
employee or agent as may be designated from time to time by the board by
resolution, or by the Chairman or the President by written instrument, which
resolution or instrument shall be certified as in effect by the Secretary or an
Assistant Secretary of the Association. The provisions of this section are
supplementary to any other provision of the Articles of Association or Bylaws.
Section 7.2. Records. The Articles of Association, the Bylaws 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 the purpose. The minutes or each meeting shall be signed by the Secretary,
or other officer appointed to act as Secretary of the meeting.
Section 7.3. Trust Files. There shall be maintained in the Association
files all fiduciary records necessary to assure that its fiduciary
responsibilities have been properly undertaken and discharged.
Section 7.4. Trust Investments. Funds held in a fiduciary capacity
shall be invested according to the instrument establishing the fiduciary
relationship and according to 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
law.
Section 7.5. Notice. Whenever notice is required by the Articles of
Association, the Bylaws or law, such notice shall be by mail, postage prepaid,
telegram, in person, or by any other means by which such notice can reasonably
be expected to be received, using the address of the person to receive such
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notice, or such other personal data, as may appear on the records of the
Association. Prior notice shall be proper if given not more than 30 days nor
less than 10 days prior to the event for which notice is given.
ARTICLE VIII
Indemnification
Section 8.1. The Association shall indemnify such persons for such
liabilities in such manner under such circumstances and to such extent as
permitted by Section 145 of the Delaware General Corporation Law, as now enacted
or hereafter amended. The board of directors may authorize the purchase and
maintenance of insurance and/or the execution of individual agreements for the
purpose of such indemnification to the extent consistent with 12 CFR
7.2014(b)(2), and the Association shall advance all reasonable costs and
expenses (including attorneys' fees) incurred in defending any action, suit or
proceeding to all persons entitled to indemnification under this Section8.1, all
in the manner, under the circumstances and to the extent permitted by Section
145 of the Delaware General Corporation Law, as now enacted or hereafter
amended.
Section 8.2. Notwithstanding Section 8.1, however, (a) any
indemnification payments to an institution-affiliated party, as defined at 12
USC 1813(u), for an administrative proceeding or civil action initiated by a
federal banking agency, shall be reasonable and consistent with the requirements
of 12 USC 1828(k) and the implementing regulations thereunder; and (b) any
indemnification payments and advancement of costs and expenses to an
institution-affiliated party, as defined at 12 USC 1813(u), in cases involving
an administrative proceeding or civil action not initiated by a federal banking
agency, shall be consistent with safe and sound banking practices.
ARTICLE IX
Interpretation and Amendment
Section 9.1. These Bylaws shall be interpreted in accordance with and
subject to appropriate provisions of law, and may be amended, altered or
repealed, at any regular or special meeting of the board.
Section 9.2. A copy of the Bylaws, 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 Association hours.
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EXHIBIT 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK TRUST NATIONAL ASSOCIATION hereby consents that reports
of examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Dated: May 6, 2002
U.S. BANK TRUST NATIONAL ASSOCIATION
/s/ Adam Berman
Adam Berman
Trust Officer
15
EXHIBIT 7
U.S. BANK TRUST NATIONAL ASSOCIATION, WILMINGTON, DELAWARE
STATEMENT OF FINANCIAL CONDITION
AS OF 12/31/2001
($000'S)
12/31/2001
------------
ASSETS
Cash and Due From Depository Institutions $4,856
Federal Reserve Stock 0
Fixed Assets 1
Intangible Assets 0
Other Assets 188
------------
TOTAL ASSETS $5,045
LIABILITIES
Other Liabilities $ 0
------------
TOTAL LIABILITIES $ 0
EQUITY
Common and Preferred Stock $1,000
Surplus 4,000
Undivided Profits 45
------------
TOTAL EQUITY CAPITAL $5,045
TOTAL LIABILITIES AND EQUITY CAPITAL $5,045
To the best of the undersigned's determination, as of this date the above
financial information is true and correct.
U.S. Bank Trust National Association
By: /s/Adam Berman
-----------------------
Trust Officer
Date: May 6, 2002
16
Exhibit 7
U.S. BANK TRUST NATIONAL ASSOCIATION, NEW YORK
STATEMENT OF FINANCIAL CONDITION
AS OF 12/31/2001
($000'S)
12/31/2001
------------
ASSETS
Cash and Due From Depository Institutions $ 67,365
Fixed Assets 379
Intangible Assets 49,368
Other Assets 12,931
------------
TOTAL ASSETS $ 130,043
LIABILITIES
Other Liabilities $ 10,786
------------
TOTAL LIABILITIES $ 10,786
EQUITY
Common and Preferred Stock $ 1,000
Surplus 120,932
Undivided Profits (2,675)
------------
TOTAL EQUITY CAPITAL $ 119,257
TOTAL LIABILITIES AND EQUITY CAPITAL $ 130,043
To the best of the undersigned's determination, as of this date the above
financial information is true and correct.
U.S. Bank Trust National Association, New York
By: /s/Adam Berman
Trust Officer
Date: May 6, 2002
17