EXHIBIT 25.5
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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
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
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(Exact name of obligor as specified in its charter)
FORD MOTOR COMPANY CAPITAL TRUST III 38-6795288
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
ONE AMERICAN ROAD
DEARBORN, MI 48126
(Address of principal executive offices) (Zip Code)
GUARANTEE OF TRUST PREFERRED SECURITIES OF FORD MOTOR COMPANY CAPITAL TRUST III
(Title of the indenture securities)
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.
New York State Banking Department, State House, Albany, New
York 12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
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 Restated Organization Certificate of the Trustee and
the Certificate of Amendment dated November 9, 2001.
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001 in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as 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
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.
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, 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 the 3rd day of December, 2001.
JPMORGAN CHASE BANK
By: /s/Michael A. Smith
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MICHAEL A. SMITH
VICE PRESIDENT
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STATE OF NEW YORK,
BANKING DEPARTMENT
I, MANUEL KURSKY, Deputy Superintendent of Bank of the State
of New York, DO HEREBY APPROVE the annexed Certificate entitled "RESTATED
ORGANIZATION CERTIFICATE OF THE CHASE MANHATTAN BANK UNDER SECTION 8007 OF THE
BANKING LAW," dated March 25, 1997, providing for the restatement, without
making any amendment or change, of the text of the Organization Certificate with
its previous amendments in a single certificate.
WITNESS, my hand and official seal of the Banking Department at the City of New
York, this 8TH day of MAY in the Year of our Lord one thousand
nine hundred and NINETY-SEVEN.
/s/ Manuel Kursky
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DEPUTY Superintendent of Banks.
RESTATED
ORGANIZATION CERTIFICATE
OF
THE CHASE MANHATTAN BANK
Under Section 8007 of the New York Banking Law
WE, WALTER V. SHIPLEY and ANTHONY J. HORAN, being, respectively, the
Chairman of the Board and the Secretary of THE CHASE MANHATTAN BANK, a New York
banking organization, do hereby certify as follows:
1. The name of the Corporation is The Chase Manhattan Bank. The
Corporation was formed under the name Chemical Bank.
2. The Organization Certificate of The Chase Manhattan Bank was filed
by the Superintendent of Banks of the State of New York on November 26, 1968.
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:
FIRST: The name by which the Corporation is to be known is THE CHASE
MANHATTAN BANK.
SECOND: The principal office of the Corporation is to be located in New
York, New York.
THIRD: The amount of authorized stock which the Corporation is
hereafter to have is $1,335,000,000 and the number of shares into which such
capital stock is to be divided is 125,000,000 shares consisting of 110,000,000
shares of Common Stock, par value $12 per share, and 15,000,000 shares of
Preferred Stock, par value $1 per share, which shall be issued in one or more
classes or series having such designations, relative rights, preferences or
limitations as fixed by the Board of Directors of the Corporation at the time of
issuance of any such Preferred Stock.
FOURTH: The number of directors of the Corporation shall be not less
than seven nor more than twenty-five.
FIFTH: The Corporation is to exercise the powers conferred by Section
100 of the banking laws of the State of New York.
4. This restated organization certificate was approved by a resolution
adopted by the Board of Directors of the Corporation, on July 16, 1996.
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IN WITNESS WHEREOF, the undersigned have executed this restated
organization certificate this 25th day of March, 1997.
/s/ Walter V. Shipley
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Walter V. Shipley
Chairman of the Board
/s/ Anthony J. Horan
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Anthony J. Horan
Secretary
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STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
I, ANTHONY J. HORAN, being duly sworn, depose and say that I, the said
ANTHONY J. HORAN, am the Secretary of THE CHASE MANHATTAN BANK, and that I have
read and signed the foregoing Certificate and know the contents thereof and the
statements contained therein are true.
/s/ Anthony J. Horan
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Anthony J. Horan
Secretary
Subscribed and sworn to before
me this 25th day of March 1997.
/s/ Virginia Stank
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Notary Public
VIRGINIA STANK
NOTARY PUBLIC, STATE OF NEW YORK
NO. 41-4511512
QUALIFIED IN QUEENS COUNTY
CERTIFICATE FILED IN NEW YORK COUNTY
COMMISSION EXPIRES NOV. 30, 1997
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 THE CHASE MANHATTAN BANK UNDER
SECTION 8001 OF THE NEW YORK BANKING LAW" dated October 22, 2001, providing for
a change in name to JPMORGAN CHASE BANK, and an increase in the amount of
authorized capital stock from $1,335,000,000 consisting of 110,000,000 shares of
common stock with a par value of $12 per share, and 15,000,000 shares of
preferred stock with a par value of $1 per share, to $1,800,180,000 consisting
of 148,765,000 shares of common stock with a par value of $12 per share, and
15,000,000 shares of preferred stock with a par value of $1 per share. The
preferred stock shall be issued in one or more classes or series having such
designations, relative rights, preferences or limitations as fixed by the Board
of Directors of the Corporation at the time of issuance.
WITNESS, MY HAND AND OFFICIAL SEAL OF THE BANKING DEPARTMENT AT THE CITY OF
NEW YORK, THIS 9TH DAY OF NOVEMBER IN THE YEAR OF OUR LORD
TWO THOUSAND AND ONE.
/s/ P. Vincent Conlon
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DEPUTY SUPERINTENDENT OF BANKS
CERTIFICATE OF AMENDMENT
OF
THE ORGANIZATION CERTIFICATE
OF
THE CHASE MANHATTAN BANK
Under Section 8001 of the New York Banking Law
WE, WILLIAM B. HARRISON, JR. and ANTHONY J. HORAN, being,
respectively, the Chief Executive Officer and the Secretary of THE CHASE
MANHATTAN BANK, a New York banking organization, do herby certify as follows:
1. The name of the Corporation is The Chase Manhattan Bank.
2. The Organization Certificate of The Chase Manhattan Bank
was filed by the Superintendent of Banks of the State of New York on November
26, 1968 under the title Chemical Bank.
3. A Certificate of Amendment of the Organization Certificate
providing for an increase in capital stock was filed by the Superintendent of
Banks of the State of New York on February 17, 1969.
4. A Certificate of Amendment of the Organization Certificate
providing for an increase in capital stock was filed by the Superintendent of
Banks of the State of New York on September 8, 1977.
5. A Certificate of Amendment of the Organization Certificate
providing for an increase in capital stock was filed by the Superintendent of
Banks of the State of New York on January 29, 1981.
2
6. A Certificate of Amendment of the Organization Certificate
providing for an increase in capital stock was filed by the Superintendent of
Banks of the State of New York on September 14, 1982.
7. A Certificate of Amendment of the Organization Certificate
providing for an increase in capital stock was filed by the Superintendent of
Banks of the State of New York on March 13, 1985.
8. A Certificate of Amendment of the Organization Certificate
providing for an increase in capital stock was filed by the Superintendent of
Banks of the State of New York on June 4, 1992.
9. A Certificate of Amendment of the Organization Certificate
providing for a change of name from Chemical Bank to The Chase Manhattan Bank
and an increase in capital effective July 13, 1996 was filed by the
Superintendent of Banks of the State of New York on July 11, 1996.
10. A Restated Organization Certificate was approved and filed
by the Superintendent of Banks of the State of New York on May 8, 1997.
11. Article FIRST of the Organization certificate, as amended,
stating that the name of the corporation is "The Chase Manhattan Bank" is hereby
amended and restated to read in its entirety as follows:
"FIRST: The name of the corporation is JPMORGAN CHASE BANK."
12. Article THIRD of the Organization certificate, as amended,
stating that the amount of its authorized capital stock is $1,335,000,000 and
the number of shares into which such capital stock is to be divided is
125,000,000 shares consisting of 110,000,000 shares of
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Common Stock, par value $12 per share, and 15,000,000 shares of Preferred Stock,
par value $1 per share, is hereby amended and restated to read in its entirety
as follows:
"THIRD: The amount of authorized stock which the Corporation
is hereafter to have is $1,800,180,000, and the number of
shares into which such capital stock is to be divided is
163,765,000 shares consisting of 148,765,000 shares of Common
Stock, par value $12 per share, and 15,000,000 shares of
Preferred Stock, par value $1 per share, which shall be issued
in one or more classes or series having such designations,
relative rights, preferences or limitations as fixed by the
Board of Directors of the Corporation at the time of issuance
of any such Preferred Stock."
13. These amendments to the Organization Certificate were
approved by the written consent of J.P. Morgan Chase & Co., the sole stockholder
of the Corporation, on June 30, 2001.
IN WITNESS WHEREOF, the undersigned have executed this
Certificate this 22nd day of October 2001.
/s/ William B. Harrison, Jr.
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William B. Harrison, Jr.
Chief Executive Officer
/s/ Anthony J. Horan
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Anthony J. Horan
Secretary
STATE OF NEW YORK, )
)
COUNTY OF NEW YORK, )
I, ANTHONY J. HORAN, being duly sworn, depose and say that I,
the said ANTHONY J. HORAN, am the Secretary of THE CHASE MANHATTAN BANK, and
that I have read and signed the foregoing Certificate and know the contents
thereof and the statements therein contained are true.
/s/ Anthony J. Horan
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Anthony J. Horan
Secretary
Subscribed and sworn to before
me this 22nd day of October 2001
/s/ Mary Vorderer
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Notary Public
MARY VORDERER
NOTARY PUBLIC, STATE OF NEW YORK
NO. 02VO5082185
QUALIFIED IN NEW YORK COUNTY
COMMISSION EXPIRES JULY 21, 2005
BY-LAWS
JPMorgan Chase Bank
(Name change effective November 10, 2001 upon the merger of
Morgan Guaranty Trust Company of New York into The Chase Manhattan Bank)
As Amended by the Board of Directors effective June 1, 1999
Office of the Secretary
270 Park Avenue, 35th floor
New York, NY 10017
CONTENTS
SUBJECT
ARTICLE
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I MEETINGS OF STOCKHOLDERS
Section 1.01 Annual Meeting
Section 1.02 Special Meetings
Section 1.03 Quorum
II BOARD OF DIRECTORS
Section 2.01 Number
Section 2.02 Vacancies
Section 2.03 Annual Meeting
Section 2.04 Regular Meetings
Section 2.05 Special Meetings
Section 2.06 Quorum
Section 2.07 Rules and Regulations
Section 2.08 Compensation
III COMMITTEES
Section 3.01 Executive Committee
Section 3.02 Examining Committee
Section 3.03 Other Committees
IV OFFICERS AND AGENTS
Section 4.01 Officers
Section 4.02 Clerks and Agents
Section 4.03 Term of Office
Section 4.04 Chairman of the Board
Section 4.05 Chief Executive Officer
Section 4.06 President
Section 4.07 Vice Chairman of the Board
Section 4.08 Chief Financial Officer
Section 4.09 Controller
Section 4.10 Secretary
Section 4.11 General Auditor
Section 4.12 Powers and Duties of Other Officers
Section 4.13 Fidelity Bonds
V CORPORATE SEAL
VI FISCAL YEAR
VII INDEMNIFICATION
Section 7.01 Right to Indemnification
Section 7.02 Contracts and Funding
Section 7.03 Employee Benefit Plans
Section 7.04 Indemnification Not Exclusive Right
Section 7.05 Advancement of Expenses; Procedures
VIII BY-LAWS
Section 8.01 Inspection
Section 8.02 Amendments
Section 8.03 Construction
BY-LAWS
OF
JPMORGAN CHASE BANK
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1.01. Annual Meeting. The annual meeting of stockholders
of JPMorgan Chase Bank (herein called the Bank), shall be held in the Borough of
Manhattan, City of New York, State of New York, within the first four months of
each calendar year, on such date and at such time and place as the Board of
Directors (herein called the Board), may determine, for the election of
directors and the transaction of such other business as may properly come before
the meeting. Notice of such meeting, stating the purpose or purposes thereof and
the time when and the place where it is to be held and signed by the Chairman of
the Board (herein called the Chairman), the Chief Executive Officer, the
President, a Vice Chairman of the Board or the Secretary or an Assistant
Corporate Secretary of the Bank, shall be served by personal delivery upon each
stockholder of record entitled to vote at such meeting not less than 10 nor more
than 50 days before said meeting.
SECTION 1.02. Special Meetings. A special meeting of the
stockholders may be called at any time by the Board, the Chairman, the Chief
Executive Officer, the President, or a Vice Chairman of the Board, or upon the
request in writing of the holders of record of not less than 40% of the
outstanding capital stock. Notice of any special meeting, stating the time,
place and purpose or purposes thereof, shall be given by personal delivery to
the stockholders in the manner provided in Section 1.01 for the giving of notice
of annual meetings of stockholders. In the case of any meeting of stockholders,
annual or special, called for a purpose requiring other or further notice, such
notice shall be given as required by law.
SECTION 1.03. Quorum. A majority of the outstanding common stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
stockholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held as
adjourned, without further notice.
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 7 or more than 25, selected, organized and continued in
accordance with the provisions of the New York Banking Law. Each director
hereafter elected shall hold office until the next annual meeting of the
stockholders 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. 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, not exceeding one-third of the
entire Board, shall be elected by a majority of the directors then in office.
SECTION 2.03. Annual Meeting. An annual meeting of the directors
shall be held each year, without notice, immediately following the annual
meeting of stockholders. The time and place of such meeting shall be designated
by the Board. At such meeting, the directors shall, after qualifying, elect from
their own number a Chairman of the Board, a Chief Executive Officer, a President
and one or more Vice Chairmen of the Board, and shall elect or appoint such
other officers authorized by these By-laws as they may deem desirable, and
appoint the Committees specified in Article III hereof. The directors may also
elect to serve at the pleasure of the Board, one or more Honorary Directors, not
members of the Board. Honorary Directors of the Board shall be paid such
compensation or such fees for attendance at meetings of the Board, and meetings
of other committees of the Board, as the Board shall determine from time to
time.
SECTION 2.04. Regular Meetings. The Board shall hold a regular
meeting without notice at the principal office of the Bank on the third Tuesday
in each month, with such exceptions as shall be determined by the Board, at such
time as shall be determined by the Board, unless another time or place, within
or without the State, shall be fixed by resolution of the Board. Should the day
appointed for a regular meeting fall on a legal holiday, the meeting shall be
held at the same time on the preceding day or on such other day as the Board may
order.
SECTION 2.05. Special Meetings. Special meetings of the Board
shall be held whenever called by the Chairman, the Chief Executive Officer, the
President, a Vice Chairman of the Board, the Secretary or a majority of the
directors at the time in office. A notice shall be given as hereinafter in this
Section provided of each such special meeting, in which shall be stated the time
and place of such meeting, but, except as otherwise expressly provided by law or
by these By-laws, the purposes thereof need not be stated in such notice. Except
as otherwise provided by law, notice of each such meeting shall be mailed to
each director, addressed to him at his residence or usual place of business, at
least two (2) days before the day on which such meeting is to be held, or shall
be sent addressed to him at such place by telegraph, cable, wireless or other
form of recorded communication or be delivered personally or by telephone not
later than noon of the calendar day before the day on which such meeting is to
be held. At any regular or special meeting of the Board, or any committee
thereof, one or more Board or committee members may participate in such meeting
by means of a conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at the same time.
This type of participation shall constitute presence in person at the meeting.
Notice of any meeting of the Board shall not, however, be required to be given
to any director who submits a signed waiver of notice whether before or after
the meeting, or if he shall be present at such meeting; and any meeting of the
Board shall be a legal meeting without any notice thereof having been given if
all the directors of the Bank then in office shall be present thereat.
SECTION 2.06. Quorum. One-third of the members of the entire
Board, or the next highest integer in the event of a fraction, shall constitute
a quorum, but 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.
SECTION 2.07. Rules and Regulations. The Board may adopt such
rules and regulations for the conduct of its meetings and the management of the
affairs of the Bank as it may deem proper, not inconsistent with the laws of the
State of New York or these By-laws.
SECTION 2.08. Compensation. Directors shall be entitled to receive
from the Bank such fees for attendance at meetings of the Board or of any
committee, or both, as the Board from time to time shall determine. The Board
may also likewise provide that the Bank shall reimburse each such director or
member of such committee for any expenses paid by him on account of his
attendance at any such meeting. Nothing in this Section contained shall be
construed to preclude any director from serving the Bank in any other capacity
and receiving compensation therefor.
ARTICLE III
COMMITTEES
SECTION 3.01. Executive Committee. The Board, by resolution
adopted by a majority of the entire Board, shall appoint an Executive Committee
which, when the Board is not in session, shall have and may exercise all the
powers of the Board that lawfully may be delegated including, without
limitation, the power and authority to declare dividends. The Executive
Committee shall consist of such number of directors as the Board shall from time
to time determine, but not less than five and one of whom shall be designated by
the Board as Chairman thereof, as follows: (a) the Chairman of the Board, the
Chief Executive Officer, the President, the Vice Chairmen of the Board; and (b)
such other directors, none of whom shall be an officer of the Bank, as shall be
appointed to serve at the pleasure of the Board. The Board, by resolution
adopted by a majority of the entire Board, may designate one or more directors
as alternate members of the Executive Committee and the manner and circumstances
in which such alternate members shall replace or act in the place of absent or
disqualified members of the Executive Committee. The attendance of one-third of
the members of the Committee or their substitutes, or the next highest integer
in the event of a fraction, at any meeting shall constitute a quorum, and the
act of a majority of those present at a meeting thereof at which a quorum is
present shall be the act of the Committee. All acts done and powers conferred by
the Committee from time to time shall be deemed to be, and may be certified as
being done or conferred under authority of the Board. The Committee shall fix
its own rules and procedures, and the minutes of the meetings of the 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. The Committee shall hold meetings "On Call" and such
meetings may be called by the Chairman of the Executive Committee, the Chairman
of the Board, the Chief Executive Officer, the President, a Vice Chairman of the
Board, or the Secretary. Notice of each such meeting of the Committee shall be
given by mail, telegraph, cable, wireless or other form of recorded
communication or be delivered personally or by telephone to each member of the
Committee not later than the day before the day on which such meeting is to be
held. Notice of any such meeting need not be given to any member of the
Committee who submits a signed waiver of notice whether before or after the
meeting, or if he shall be present at such meeting; and any meeting of the
Committee shall be a legal meeting without any notice thereof having been given,
if all the members of the Committee shall be present thereat. In the case of any
meeting, in the absence of the Chairman of the Executive Committee, such member
as shall be designated by the Chairman of the Executive Committee or the
Executive Committee shall act as Chairman of the meeting.
SECTION 3.02. Examining Committee. The Board, by resolution
adopted by a majority of the entire Board, shall appoint an Examining Committee
composed of not less than three of its members, none of whom shall be an officer
of the Bank, to hold office at its pleasure and one of whom shall be designated
by the Board as chairman thereof. The Committee shall make such examination into
the affairs of the Bank and its loans and discounts and make such reports in
writing thereof as may be directed by the Board or required by the Banking Law.
The attendance of one-third of the members of the Committee, or the next highest
integer in the event of a fraction, at any meeting shall constitute a quorum,
and the act of a majority of those present at a meeting thereof at which a
quorum is present shall be the act of the Committee.
SECTION 3.03. Other Committees. The Board, by resolution adopted
by a majority of the entire Board, may appoint, from time to time, such other
committees composed of not less than three of its members for such purposes and
with such duties and powers as the Board may determine. The attendance of
one-third of the members of such other committees, or the next highest integer
in the event of a fraction, at any meeting shall constitute a quorum, and the
act of a majority of those present at a meeting thereof at which a quorum is
present shall be the act of such other committees.
ARTICLE IV
OFFICERS AND AGENTS
SECTION 4.01. Officers. The officers of the Bank shall be (a) a
Chairman of the Board, a Chief Executive Officer, a President and one or more
Vice Chairmen of the Board, each of whom must be a director and shall be elected
by the Board; (b) a Chief Financial Officer, a Controller, a Secretary and a
General Auditor, each of whom shall be elected by the Board; and (c) may include
a Chief Credit Officer, a Chief Administrative Officer, a Chief Technology
Officer, one or more Group Executives and such other officers as may from time
to time be elected by the Board or under its authority, or appointed by the
Chairman, the Chief Executive Officer, the President or a Vice Chairman of the
Board.
SECTION 4.02. Clerks and Agents. The Board may elect and dismiss,
or the Chairman, the Chief Executive Officer, the President or a Vice Chairman
of the Board may appoint and dismiss and delegate to any other officers
authority to appoint and dismiss, such clerks, agents and employees as may be
deemed advisable for the prompt and orderly transaction of the Bank's business,
and may prescribe, or authorize the appointing officers to prescribe, their
respective duties, subject to the provisions of these By-laws.
SECTION 4.03. Term of Office. The officers designated in Section
4.01(a) shall be elected by the Board at its annual meeting. The officers
designated in Section 4.01(b) may be elected at the annual or any other meeting
of the Board. The officers designated in Section 4.01(c) may be elected at the
annual or any other meeting of the Board or appointed at any time by the
designated proper officers. Any vacancy occurring in any office designated in
Section 4.01(a) may be filled at any regular or special meeting of the Board.
The officers elected pursuant to Section 4.01(a) shall each hold office for the
term of one year and until their successors are elected, unless sooner
disqualified or removed by a vote of two-thirds of the whole Board. The officers
elected by the Board pursuant to Section 4.01(b) of these By-laws shall hold
office at the pleasure of the Board. All other officers, clerks, agents and
employees elected by the Board, or appointed by the Chairman, the Chief
Executive Officer, the President or a Vice Chairman of the Board, or under their
authority, shall hold their respective offices at the pleasure of the Board or
officers elected pursuant to Section 4.01(a).
SECTION 4.04. Chairman of the Board. The Chairman shall preside at
all meetings of the stockholders 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 stockholders 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 stockholders 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.
SECTION 4.07. Vice Chairman of the Board. The Vice Chairman of the
Board, or if there be more than one, then each of them, 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, and shall have such other duties as may be prescribed from time to time by
the Board, the Chairman or the Chief Executive Officer. In the absence of the
Chairman, the Chief Executive Officer and the President, a Vice Chairman, as
designated by the Chairman or the Board, shall preside at meetings of the
stockholders and of the Board. Each Vice Chairman shall have the same power to
sign for the Bank as is prescribed in these By-laws for the Chief Executive
Officer.
SECTION 4.08. Chief Financial Officer. The Chief Financial Officer
shall have such powers and perform such duties as the Board, the Chairman, the
Chief Executive Officer, the President, or a Vice Chairman of the Board may from
time to time prescribe, which duties may include, without limitation,
responsibility for strategic planning, corporate finance, control, tax and
auditing activities, and shall perform such other duties as may be prescribed by
these By-laws.
SECTION 4.09. Controller. The Controller shall exercise general
supervision of the accounting departments of the Bank. He shall be responsible
to the Chief Financial Officer and shall render reports from time to time
relating to the general financial condition of the Bank. He shall render such
other reports and perform such other duties as from time to time may be
prescribed by the Chief Financial Officer, a Vice Chairman of the Board, the
President, the Chief Executive Officer or the Chairman.
SECTION 4.10. Secretary. The Secretary shall:
(a) record all the proceedings of the meetings of the
stockholders, the Board and the Executive Committee in one or more books kept
for that purpose;
(b) see that all notices are duly given in accordance with the
provisions of these By-laws or as required by law;
(c) be custodian of the seal of the Bank; and he may see that such
seal or a facsimile thereof is affixed to any documents the execution of which
on behalf of the Bank is duly authorized and may attest such seal when so
affixed; and
(d) in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be prescribed by the
Board, the Chairman, the Chief Executive Officer, the President, or a Vice
Chairman of the Board.
SECTION 4.11. General Auditor. The General Auditor shall exercise
general supervision of the Auditing Division. He shall audit the affairs of the
Bank and its subsidiaries, including appraisal of the soundness and adequacy of
internal controls and operating procedures and shall ascertain the extent of
compliance with
policies and procedures of the Bank. He shall be responsible to the Board and
shall make such audits and prepare such regular reports as the Board, its
Examining Committee, the Chairman or the Chief Executive Officer may, from time
to time, require or as in his judgment are necessary in the performance of his
duties.
SECTION 4.12. 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 4.13. Fidelity Bonds. The Board, in its discretion, may
require any or all officers, agents, clerks 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
CORPORATE 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 New York" together
with the logo of J.P. Morgan Chase & Co.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Bank shall be the calendar year.
ARTICLE VII
INDEMNIFICATION
SECTION 7.01. 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) (a "Proceeding") by reason of the fact that he
is or was a director, officer, employee or agent 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 7.02. Contracts and Funding. The Bank may enter into contracts with
any director, officer, employee or agent of the Bank in furtherance of the
provisions of this Article VII 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 VII.
SECTION 7.03. Employee Benefit Plans. For purposes of this Article VII,
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 a corporation.
SECTION 7.04. Indemnification Not Exclusive Right. The right of
indemnification and advancement of expenses provided in this Article VII shall
not be exclusive of any other rights to which a person seeking indemnification
may otherwise be entitled, under any statute, by-law, agreement, vote of
stockholders 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 VII shall inure to the
benefit of the heirs and legal representatives of any person entitled to
indemnity under this Article VII and shall be applicable to Proceedings
commenced or continuing after the adoption of this Article VII whether arising
from acts or omissions occurring before or after such adoption.
SECTION 7.05. 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 VII:
(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 VII 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 stockholders, 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 stockholders for their determination.
ARTICLE VIII
BY-LAWS
SECTION 8.01. 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 stockholders during banking hours.
SECTION 8.02. Amendments. Except as otherwise specifically
provided by statute, these By-laws may be added to, amended, altered or repealed
at any meeting of the Board by vote of a majority of the entire Board, provided
that written notice of any such proposed action shall be given to each director
prior to such meeting, or that notice of such addition, amendment, alteration or
repeal shall have been given at the preceding meeting of the Board.
SECTION 8.03. Construction. The masculine gender, where appearing
in these By-laws, shall be deemed to include the feminine gender.
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan 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,
2001, 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 .................................................................... $ 20,204
Interest-bearing balances ............................................................ 34,014
Securities:
Held to maturity securities ............................................................... 462
Available for sale securities ............................................................. 58,587
Federal funds sold and securities purchased under
agreements to resell ................................................................. 50,374
Loans and lease financing receivables:
Loans and leases held for sale ....................................................... 1,581
Loans and leases, net of unearned income ............................................. 164,271
Less: Allowance for loan and lease losses ............................................ 2,468
Loans and leases, net of unearned income and
allowance ............................................................................ 161,803
Trading Assets ............................................................................ 60,294
Premises and fixed assets (including capitalized leases)
4,604
Other real estate owned.................................................................... 43
Investments in unconsolidated subsidiaries and
associated companies.................................................................. 365
Customers' liability to this bank on acceptances
outstanding .......................................................................... 295
Intangible assets
Goodwill .......................................................................... 1,686
Other Intangible assets ........................................................... 3,549
Other assets .............................................................................. 36,940
--------
TOTAL ASSETS .............................................................................. $434,801
========
LIABILITIES
Deposits
In domestic offices ................................................................ $146,738
Noninterest-bearing ................................................................ 64,312
Interest-bearing ................................................................... 82,426
In foreign offices, Edge and Agreement
subsidiaries and IBF's ............................................................. 114,404
Noninterest-bearing ................................................................ 7,400
Interest-bearing ................................................................... 107,004
Federal funds purchased and securities sold under agree-
ments to repurchase ..................................................................... 58,982
Trading liabilities ..................................................................... 41,387
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases) .......................................... 10,439
Bank's liability on acceptances executed and outstanding ................................ 295
Subordinated notes and debentures ....................................................... 6,355
Other liabilities ....................................................................... 31,271
TOTAL LIABILITIES ....................................................................... 409,871
Minority Interest in consolidated subsidiaries .......................................... 114
EQUITY CAPITAL
Perpetual preferred stock and related surplus ........................................... 0
Common stock ............................................................................ 1,211
Surplus (exclude all surplus related to preferred stock) ............................... 12,715
Retained earnings ................................................................... 10,641
Accumulated other comprehensive income .............................................. 249
Other equity capital components ......................................................... 0
TOTAL EQUITY CAPITAL .................................................................... 24,818
--------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL ................................ $434,801
========
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 instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
DOUGLAS A. WARNER III ) DIRECTORS
FRANK A. BENNACK, JR. )