EXHIBIT 25.1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
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JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
1111 POLARIS PARKWAY
COLUMBUS, OHIO 43271
(Address of principal executive offices) (Zip Code)
Thomas F. Godfrey
Vice President and Assistant General Counsel
JPMorgan Chase Bank, National Association
1 Chase Manhattan Plaza, 25th Floor
New York, NY 10081
Tel: (212) 552-2192
(Name, address and telephone number of agent for service)
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ROGERS CABLE INC.
(Exact name of obligor as specified in its charter)
ONTARIO, CANADA NOT APPLICABLE
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
333 BLOOR STREET EAST
TORONTO, ONTARIO M4W 1G9
CANADA
(Address of principal executive offices) (Zip Code)
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7.25% SENIOR (SECURED) SECOND PRIORITY NOTES DUE 2011
(Title of the indenture securities)
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GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Deposit Insurance Corporation, Washington, D.C.,
20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor and Guarantors.
If the obligor or any guarantor is an affiliate of the trustee,
describe each such affiliation.
None.
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Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of JPMorgan Chase Bank,
N.A.
2. A copy of the Certificate of Authority of the Comptroller of
the Currency for the trustee to commence business.
3. None, the authority of the trustee to exercise corporate trust
powers being contained in the documents described in Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee.
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the
Act.
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939
the Trustee, JPMorgan Chase Bank, N.A., 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 the 1st day of
December, 2004.
JPMORGAN CHASE BANK, N.A.
By /s/ Rosa Ciaccia
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Rosa Ciaccia
Trust Officer
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Exhibit 1 to Form T-1
Articles of Association
SECRETARY'S CERTIFICATE
I, Anthony J. Horan, Secretary of JPMorgan Chase Bank, National
Association, a banking association organized under the laws of the United States
(the "Bank"), do hereby certify that:
Exhibit A attached hereto is a true and correct copy of the Articles
of Association of the Bank, upon merger with Bank One N.A., Chicago,
Illinois and Bank One, N.A., Columbus Ohio, as filed with the Office
of the Controller of the Currency.
WITNESS my hand and seal of JPMorgan Chase Bank, National
Association as of this 10th day of September, 2004.
/s/ Anthony J. Horan
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Anthony J. Horan
Corporate Secretary
Exhibit A
[To be effective upon merger
of banks. Head office in
Columbus, Ohio.]
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
CHARTER NO.
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 JPMorgan Chase Bank, National
Association (the "Association").
SECOND. The main office of the Association shall be in the City of Columbus,
County of Franklin, State of Ohio. The general business of the Association shall
be conducted at its main office and its branches.
THIRD. The board of directors of this Association shall consist of not less than
five nor more than twenty-five persons, the exact number to be fixed and
determined from time to time by resolution of a majority of the full board of
directors or by resolution of a majority of the shareholders at any annual or
special meeting thereof.
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 and on such date as the
board of directors may designate.
FIFTH. The authorized a mount of capital stock of this Association shall be
$1,800,180,000, divided into 148,765,000 shares of common stock of the par value
of $12 each and 15,000,000 shares of preferred stock of the par value of $1
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.
In the event of any such increase in the capital stock of this Association by
the sale of additional shares or the distribution of additional shares as a
stock dividend, each shareholder of this Association (unless otherwise provided
by the shareholders' vote or votes authorizing the increase) shall be entitled,
in proportion to the number of shares of said capital stock owned by him before
such increase, to proportionate rights in respect of such additional shares as
follows: (1) to the extent that such shareholder's proportionate right in
respect of such additional shares shall embrace one or more whole shares of such
additional shares, to receive (a) in the case of a sale, a transferable warrant
entitling the holder to subscribe, within the specified subscription period, for
such one or more whole shares of such additional shares or (b) in the case of a
stock dividend, a certificate evidencing such one or more whole shares of such
additional shares; and (2) to the extent that such shareholder's proportionate
right in respect of such additional shares shall embrace a fraction of a share,
to receive (a) in the case of a sale, a fractional subscription warrant,
conditioned that it shall be void unless, within the specified subscription
period, it is
combined with other such fractional subscription warrants in the aggregate
entitling the holder thereof to subscribe for a whole share or whole shares of
such additional shares and such subscription is completed by such holder of such
combined fractional warrants or (b) in the case of a stock dividend, a
fractional warrant which shall not represent or entitle the holder thereof to
any of the privileges of a shareholder of this Association but may be combined
with other such fractional warrants in the aggregate entitling the holder
thereof to exchange them for a whole share or whole shares of such additional
shares and conditioned that the holder exchanging such combined fractional
warrants for such whole share or whole shares of such additional shares shall
receive any dividends applicable to such whole share or whole shares declared
after the date of such fractional warrants and payable in respect of such whole
share or whole shares at the time of such exchange.
In the event of an increase in the capital stock of this Association in
pursuance of a statutory consolidation to which this Association may be a party,
the additional shares shall be issued in such a manner as the contract or plan
of consolidation may provide, pursuant to and in contemplation of the statute
under which said consolidation is effected.
In the event of an increase in the capital stock of this Association in
pursuance of a plan or contract (other than in the case of a statutory
consolidation) for the acquisition by this Association of the assets, in whole
or in part, and the good will of another banking institution or banker, the
additional shares shall be subscribed for by or issued to any persons, firms,
trustees or corporations, whether or not shareholders of this Association, as,
in its discretion in the execution of such plan or contract, the Board of
Directors may approve.
The Association, at any time and from time to time, may authorize and issue debt
obligations, whether or not subordinated, without the approval of the
shareholders.
SIXTH. The Board of Directors shall appoint one of its members President of this
Association, who shall be Chairman of the Board; but the Board of Directors may
appoint a director, in lieu of the President, to be Chairman of the Board, who
shall perform such duties as may be designated by the Board of Directors. The
Board of Directors shall have the power to appoint one or more Vice Presidents;
to appoint a Cashier and such other officers as may be required to transact the
business of this Association; to fix the salaries to be paid to all officers of
this Association; and to dismiss such officers, or any of them; but the Board of
Directors may delegate the authority to exercise such powers of appointment,
salary determination and dismissal.
The Board of Directors shall have the power to define the duties of officers and
employees of this Association, to require bonds from them, and to fix the
penalty thereof; to regulate the manner in which directors shall be elected or
appointed, and to appoint judges of election; in the event of an increase of the
capital stock of this Association to regulate the manner in which such increase
shall be made; to make all by-laws that it may be lawful for them to make for
the general regulation of the business of this Association and the management of
its affairs; and generally to do and perform all acts that it may be lawful for
a Board of Directors to do and perform.
SEVENTH. The board of directors shall have the power to change the location of
the main office to any other location permitted under applicable law, without
the approval of the shareholders, and shall have the power to establish or
change the location of any branch or branches of the Association to any other
location permitted under applicable law, without the approval of the
shareholders subject to such limitations as from time to time may be provided by
law.
EIGHTH. The corporate existence of this Association shall continue until
termination according to the laws of the United States.
NINTH. These Articles of Association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this Association, unless the vote of the holders of a greater
amount of stock is required by law, and in that case by the vote of the holders
of such greater amount.
In witness whereof, we have hereunto set our hands as of June 21, 2004.
By /s/ Hans W. Becherer
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Hans W. Becherer
By /s/ Frank A. Bennack, Jr.
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Frank A. Bennack, Jr.
By /s/ Lawrence A. Bossidy
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Lawrence A. Bossidy
By /s/ Ellen V. Futter
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Ellen V. Futter
By /s/ William H. Gray, III
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William H. Gray, III
By /s/ William B. Harrison, Jr.
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William B. Harrison, Jr.
By /s/ Helene L. Kaplan
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Helene L. Kaplan
Exhibit 2 to Form T-1
Certificate of Authority
Comptroller of the Currency
Administrator of National Banks
Washington, D.C. 20219
CERTIFICATE OF CORPORATE EXISTENCE AND FIDUCIARY POWERS
I, Julie L. Williams, Acting Comptroller of the Currency, do hereby certify
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. "JPMorgan Chase Bank, National Association," New York, New York, (Charter No.
8) is a National Banking Association formed under the laws of the United States
and is authorized thereunder to transact the business of banking and exercise
Fiduciary Powers 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 November 17,
2004.
(GRAPHIC OF SEAL) /s/ Julie L. Williams
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ACTING COMPTROLLER OF THE CURRENCY
Exhibit 4 to Form T-1
By-Laws
JPMORGANCHASE
JPMORGAN CHASE BANK
Office of the Secretary
270 Park Avenue, 35th floor
New York, NY 10017-2070
CERTIFICATE
I, Anthony J. Horan, Corporate Secretary of JPMorgan Chase Bank,
National Association do hereby certify that attached is a true and correct copy
of the By-laws of JPMorgan Chase Bank, National Association, a banking
organization organized under the laws of the State of New York, and that said
By-laws, as approved by the Board of Directors to be effective upon conversion
of the Bank to a National Association, will be in full force and effect on the
date of conversion.
IN WITNESS WHEREOF I have hereunto set my hand and affixed the seal
of JPMorgan Chase Bank as of this 16th day of September 2004.
/s/ Anthony J. Horan
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Anthony J. Horan
JULY 12, 2004
Exhibit D
BY-LAWS
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
November ___, 2004
BY-LAWS
OF
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
ARTICLE I
MEETINGS OF SHAREHOLDERS
SECTION 1.01. SHAREHOLDERS' MEETINGS. The regular annual meeting of the
shareholders of JPMorgan Chase Bank, National Association (the "Bank") for the
election of directors and the transaction of whatever other business may
properly come before the meeting shall be held at the main banking office of the
Bank or any other convenient place the Board of Directors may designate, on such
date as may be designated by the Board of Directors. Special meetings of the
shareholders may be called by the Chairman of the Board, the Chief Executive
Officer, the President, or the Secretary. The time and place of each special
meeting shall be designated by the Board and shall be included in a notice of
meeting.
SECTION 1.02. CONSENT IN LIEU OF MEETING OF SHAREHOLDERS. Except as
otherwise required by applicable laws and regulations, any action that may be
taken at the annual meeting or any special meeting of the shareholders may also
be taken without a meeting if a written consent to the action is signed by all
of the persons who would be entitled to vote thereon and is filed with the
Secretary of the Bank as part of the corporate records.
ARTICLE II
BOARD OF DIRECTORS
SECTION 2.01. NUMBER. The business and affairs of the Bank shall be
managed by or under the direction of a Board of Directors, of such number as may
be fixed from time to time by resolution adopted by the Board, but in no event
less than 5 or more than 25. Each director hereafter elected shall hold office
until the next annual meeting of the shareholders and until his successor is
elected and has qualified, or until his death or until he shall resign or shall
have been removed.
SECTION 2.02. QUALIFICATIONS. During his entire term of service, each
director of the Bank, unless otherwise permitted under the laws of the United
States, must be a citizen of the United States and must own, in his own right,
capital stock in the Bank or in a company that controls the Bank, in such
amounts as required by applicable statute or regulation.
SECTION 2.03. OATH. Each person appointed or elected a director of the
Bank must, prior to exercising the functions of such office, take the oath of
such office in the form prescribed by the Comptroller of the Currency.
Page 2 of 7
SECTION 2.04. VACANCIES. In case of any increase in the number of
directors, the additional director or directors, and in case of any vacancy in
the board due to death, resignation, removal, disqualification or any other
cause, the successors to fill the vacancies shall be elected by action of the
shareholders or, subject to the limits specified in 12 CFR Part 7, a majority of
the directors then in office.
SECTION 2.05. ANNUAL MEETING. An annual meeting of the directors shall be
held each year at such time and place as shall be designated by the Board. At
such meeting, the directors may elect from their own number a Chairman of the
Board, a Chief Executive Officer, and a President, and shall elect or appoint
such other officers authorized by these By-laws, and appoint such Committees
consistent with Article III hereof, as they may deem desirable.
SECTION 2.06. REGULAR MEETINGS. The Board may hold regular meetings,
without notice, at such times and places as the Board may from time to time
determine.
SECTION 2.07. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the Chief Executive Officer, the
President, or a majority of the directors then in office. Unless waived, each
member of the Board of Directors shall be given notice by telephone, in person,
or in writing by facsimile transmission, hand delivery, courier service,
first-class mail, certified mail, express mail, email or other electronic means,
stating the time and place of each special meeting.
SECTION 2.08. QUORUM; MAJORITY VOTE. Except as otherwise provided herein
or as required by applicable law, a majority of the members of the entire Board
(or the next highest integer in the event of a fraction) shall constitute a
quorum, and a majority of those present and voting at any meeting of the Board
of Directors shall decide each matter considered. If less than a quorum be
present, a majority of those present may adjourn any meeting from time to time
and the meeting may be held as adjourned without further notice.
ARTICLE III
COMMITTEES OF THE BOARD
SECTION 3.01. COMMITTEES. Except for those duties that by law or
regulation must be performed by at least a majority of the full Board of
Directors, the performance of such duties as the Board deems appropriate may be
assigned to one or more committees of one or more persons. Membership in each
such committee shall be as established from time to time by the Board. All acts
done and powers conferred by any Committee from time to time shall be deemed to
be, and may be certified as being done or conferred under authority of the
Board. A Committee may delegate its duties to one or more subcommittees composed
of one or more members of the Committee. Each Committee may fix its own rules
and procedures, in the absence of which the provisions of the Articles of
Association and these By-laws with respect to meetings of the Board shall apply
to Committees and their members. The minutes of the meetings of each Committee
shall be submitted at the next regular meeting of the Board at which a quorum is
present, or, if impracticable, at the next such subsequent meeting.
Page 3 of 7
SECTION 3.02. EXAMINING COMMITTEE. The Audit Committee of J.P. Morgan
Chase & Co. shall be the Examining Committee of the Bank and shall have full and
complete authority to act for and on behalf of this Bank in the exercise of the
authority granted to it by the By-laws and the Board of Directors of J.P. Morgan
Chase & Co.
ARTICLE IV
OFFICERS AND AGENTS
SECTION 4.01. OFFICERS. The officers of the Bank may include a Chairman of
the Board, a Chief Executive Officer, and a President, each of whom must be a
director and shall be elected by the Board; and such other officers as may from
time to time be elected by the Board or under its authority, or appointed by or
under the authority of the Chairman, the Chief Executive Officer, or the
President.
SECTION 4.02. OTHER EMPLOYEES. The Board of Directors may delegate others
to appoint agents and employees, define their duties, fix their compensation and
dismiss them.
SECTION 4.03. TERM OF OFFICE. All officers, agents, and employees
appointed by the Board of Directors, or under its authority, shall hold office
at the pleasure of the Board.
SECTION 4.04. CHAIRMAN OF THE BOARD. The Chairman shall preside at all
meetings of the shareholders and at all meetings of the Board. The Chairman of
the Board shall have the same power to perform any act on behalf of the Bank and
to sign for the Bank as is prescribed in these By-laws for the Chief Executive
Officer. He shall perform such other duties as from time to time may be
prescribed by the Board.
SECTION 4.05. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
be the chief executive officer of the Bank and shall have, subject to the
control of the Board and the Chairman, general supervision and direction of the
policies and operations of the Bank and of its several officers other than the
Chairman. In the absence of the Chairman, he shall preside at all meetings of
the shareholders and at all meetings of the Board. He shall have the power to
execute any document or perform any act on behalf of the Bank, including without
limitation the power to sign checks, orders, contracts, leases, notes, drafts
and other documents and instruments in connection with the business of the Bank,
and together with the Secretary or an Assistant Corporate Secretary execute
conveyances of real estate and other documents and instruments to which the seal
of the Bank may be affixed. He shall perform such other duties as from time to
time may be prescribed by the Board.
SECTION 4.06. PRESIDENT. The President shall, subject to the direction and
control of the Board, the Chairman and the Chief Executive Officer, participate
in the supervision of the policies and operations of the Bank. In general, the
President shall perform all duties incident to the office of President, and such
other duties as from time to time may be prescribed by the Board, the Chairman,
or the Chief Executive Officer. In the absence of the Chairman or the Chief
Executive Officer, the President shall preside at meetings of shareholders and
of the Board. The President shall have the same power to sign for the Bank as is
prescribed in these By-laws for the Chief Executive Officer.
Page 4 of 7
SECTION 4.07. POWERS AND DUTIES OF OTHER OFFICERS. The powers and duties
of all other officers of the Bank shall be those usually pertaining to their
respective offices, subject to the direction and control of the Board and as
otherwise provided in these By-laws.
SECTION 4.08. FIDELITY BONDS. The Board, in its discretion, may require
any or all officers, agents, and employees of the Bank to give bonds covering
the faithful performance of their duties or may obtain insurance covering the
same, in either case in form and amount approved by the Board, the premiums
thereon to be paid by the Bank.
ARTICLE V
INDEMNIFICATION
SECTION 5.01. RIGHT TO INDEMNIFICATION. The Bank shall to the fullest
extent permitted by applicable law as then in effect indemnify any person (the
"Indemnitee") who was or is involved in any manner (including, without
limitation, as a party or a witness), or is threatened to be made so involved,
in any threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, administrative or investigative (including, without
limitation, any action, suit or proceeding by or in the right of the Bank to
procure a judgment in its favor, but excluding any action, suit, or proceeding
brought by such person against the Bank or any affiliate of the Bank (a
"Proceeding") by reason of the fact that he is or was a director, officer, or
employee of the Bank, or is or was serving at the request of the Bank as a
director, officer or employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against all expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such Proceeding. Such
indemnification shall be a contract right and shall include the right to receive
payment in advance of any expenses incurred by the Indemnitee in connection with
such Proceeding, consistent with the provisions of applicable law as then in
effect.
SECTION 5.02. CONTRACTS AND FUNDING. The Bank may enter into contracts
with any director, officer, or employee of the Bank in furtherance of the
provisions of this Article V and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article V.
SECTION 5.03. EMPLOYEE BENEFIT PLANS. For purposes of this Article V,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the Bank" shall include any service as a director, officer, employee, or
agent of the Bank which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit plan,
its participants, or beneficiaries; and a person who acted in good faith and in
a manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner not opposed to the best interests of the corporation.
SECTION 5.04. INDEMNIFICATION NOT EXCLUSIVE RIGHT. The right of
indemnification and advancement of expenses provided in this Article V shall not
be exclusive of any other rights to which a person seeking indemnification may
otherwise be
Page 5 of 7
entitled, under any statute, by-law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office. The provisions
of this Article V shall inure to the benefit of the heirs and legal
representatives of any person entitled to indemnity under this Article V and
shall be applicable to Proceedings commenced or continuing after the adoption of
this Article V whether arising from acts or omissions occurring before or after
such adoption.
SECTION 5.05. ADVANCEMENT OF EXPENSES; PROCEDURES. In furtherance, but not
in limitation, of the foregoing provisions, the following procedures and
remedies shall apply with respect to advancement of expenses and the right to
indemnification under this Article V:
(a) Advancement of Expenses. All reasonable expenses incurred by or on
behalf of the Indemnitee in connection with any Proceeding shall be advanced to
the Indemnitee by the Bank within twenty (20) days after the receipt by the Bank
of a statement or statements from the Indemnitee requesting such advance or
advances from time to time, whether prior to or after final disposition of such
Proceeding. Such statement or statements shall reasonably evidence the expenses
incurred by the Indemnitee and, if required by law at the time of such advance,
shall include or be accompanied by an undertaking by or on behalf of the
Indemnitee to repay the amounts advanced if, and to the extent, it should
ultimately be determined that the Indemnitee is not entitled to be indemnified
against such expenses.
(b) Written Request for Indemnification. To obtain indemnification under
this Article VII, an Indemnitee shall submit to the Secretary of the Bank a
written request, including such documentation and information as is reasonably
available to the Indemnitee and reasonably necessary to determine whether and to
what extent the Indemnitee is entitled to indemnification (the "Supporting
Documentation"). The determination of the Indemnitee's entitlement to
indemnification shall be made within a reasonable time after receipt by the Bank
of the written request for indemnification together with the Supporting
Documentation. The Secretary of the Bank shall, promptly upon receipt of such a
request for indemnification, advise the Board in writing that the Indemnitee has
requested indemnification.
(c) Procedure for Determination. The Indemnitee's entitlement to
indemnification under this Article V shall be determined (i) by the Board by a
majority vote of a quorum (as defined in Article II of these By-laws) consisting
of directors who were not parties to such action, suit or proceeding, or (ii) if
such quorum is not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or
(iii) by the shareholders, but only if a majority of the disinterested
directors, if they constitute a quorum of the Board, presents the issue of
entitlement to indemnification to the shareholders for their determination.
ARTICLE VI
BY-LAWS
SECTION 6.01. INSPECTION. A copy of the By-laws shall at all times be kept
in a convenient place at the principal office of the Bank, and shall be open for
inspection by shareholders during banking hours.
Page 6 of 7
SECTION 6.02. AMENDMENTS. These By-laws may be added to, amended, altered
or repealed by action of the shareholders, or by vote of a majority of the
entire Board at any meeting of the Board. No amendment may be made unless the
By-laws, as amended, are consistent with the requirements of the laws of the
United States and of the Articles of Association of the Bank.
SECTION 6.03. CONSTRUCTION. The masculine gender, where appearing in these
By-laws, shall be deemed to include the feminine gender.
ARTICLE VII
MISCELLANEOUS
SECTION 7.01. SEAL. The corporate seal of the Bank shall be in the form of
a circle and shall bear the full name of the Bank and the words "Corporate Seal"
together with the logo of J.P. Morgan Chase & Co.
SECTION 7.02. FISCAL YEAR. The fiscal year of the Bank shall be the
calendar year.
SECTION 7.03. WAIVER OF NOTICE. Unless otherwise provided by the laws of
the United States, notice of any Board or Board committee meeting, need not be
given to any person who (a) submits a signed waiver of notice, whether before or
after the meeting, or (b) is present at such meeting; and any meeting shall be a
legal meeting without any notice thereof having been given, if all the members
are present.
SECTION 7.04. ELECTRONIC MEETINGS. Subject to the provisions required or
permitted by these or the Articles of Association of the Bank for notice of
meetings, members of the Board of Directors, or members of any committee of the
Board, may participate in and hold a meeting of the Board of Directors or such
committee by means of conference telephone or other communications equipment by
means of which all persons participating in the meeting can hear each other.
Participation in such a meeting shall constitute presence in person at such
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.
SECTION 7.05. CONSENT IN LIEU OF MEETING OF DIRECTORS. Except as otherwise
required by applicable laws and regulations, any action that may be taken at a
meeting of the Board of Directors or any committee of the Board may also be
taken without a meeting if a written consent to the action is signed by all the
directors, or by all members of such committee, and is filed with the Secretary
of the Bank as part of the corporate records.
SECTION 7.06. GOVERNING LAW. To the extent not inconsistent with
applicable Federal banking statutes and regulations, or safety and sound banking
practice, the Bank shall follow the corporate governance procedures, including
indemnification standards, of the Delaware General Corporation Law, as amended.
Page 7 of 7
Exhibit 6 to Form T-1 Consent of Trustee
TRUSTEE'S CERTIFICATE PURSUANT TO SECTION 321(b)
The undersigned trustee, as a condition precedent to the qualification of the
indenture to which this statement of eligibility applies, hereby consents that
reports of examinations by Federal, State, Territorial, or District authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.
JPMORGAN CHASE BANK, N.A.
By: /s/Thomas J. Foley
Name: Thomas J. Foley
Title: Vice President
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
JPMorgan Chase Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business September 30, 2004, in accordance with
a call made by the Federal Reserve Bank of this District pursuant to
the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS
ASSETS IN MILLIONS
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ........................................................ $ 19,187
Interest-bearing balances ................................................ 33,195
Securities:
Held to maturity securities .................................................... 121
Available for sale securities .................................................. 53,698
Federal funds sold and securities purchased under
agreements to resell
Federal funds sold in domestic offices ................................... 33,011
Securities purchased under agreements to resell .......................... 82,951
Loans and lease financing receivables:
Loans and leases held for sale ........................................... 17,558
Loans and leases, net of unearned income $ 171,323
Less: Allowance for loan and lease losses 2,382
Loans and leases, net of unearned income and
allowance ................................................................ 168,941
Trading Assets ................................................................. 196,355
Premises and fixed assets (including capitalized leases) ....................... 5,578
Other real estate owned ........................................................ 101
Investments in unconsolidated subsidiaries and
associated companies ..................................................... 94
Customers' liability to this bank on acceptances
outstanding .............................................................. 391
Intangible assets
Goodwill ............................................................... 2,554
Other Intangible assets ................................................ 5,411
Other assets ................................................................... 42,626
TOTAL ASSETS ................................................................... $ 661,772
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LIABILITIES
Deposits
In domestic offices ...................................................... $ 209,624
Noninterest-bearing .................................$ 82,597
Interest-bearing .................................... 127,027
In foreign offices, Edge and Agreement
subsidiaries and IBF's ................................................... 120,503
Noninterest-bearing ..................................$ 7,003
Interest-bearing .................................... 113,500
Federal funds purchased and securities sold under agree- ments to repurchase:
Federal funds purchased in domestic offices .............................. 22,032
Securities sold under agreements to repurchase ........................... 96,912
Trading liabilities ............................................................ 107,450
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases) ................................ 21,794
Bank's liability on acceptances executed and outstanding ....................... 391
Subordinated notes and debentures .............................................. 12,821
Other liabilities .............................................................. 31,690
TOTAL LIABILITIES .............................................................. 623,217
Minority Interest in consolidated subsidiaries ................................. 348
EQUITY CAPITAL
Perpetual preferred stock and related surplus .................................. 0
Common stock ................................................................... 1,785
Surplus (exclude all surplus related to preferred stock) ...................... 16,954
Retained earnings .............................................................. 20,050
Accumulated other comprehensive income ......................................... (582)
Other equity capital components ................................................ 0
TOTAL EQUITY CAPITAL ........................................................... 38,207
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TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL ....................... $ 661,772
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I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the in- structions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
JAMES DIMON )DIRECTORS
LAWRENCE A. BOSSIDY )