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BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
CERTIFICATE
I, Judy L. Gomez, do hereby certify that:
1. I am the duly elected Assistant Vice President of Bankers Trust
Company of California, N.A. (the "Association").
2. Attached hereto as Exhibit A is a true copy of the Articles of
Association of BT Trust Company of California, National Association, as filed
with the Comptroller of the Currency, Northeastern District, on February 13,
1986 (the "Articles of Association").
3. On March 16, 1987, at a special meeting of the Shareholders of BT Trust
Company of California, National Association, the following resolution and
amendment to Article FIRST of the Articles of Association was adopted:
RESOLVED, that the amendment of the First Article of Association is hereby
approved, shall be effective immediately, and shall read as follows:
FIRST: The title of this Association shall be
"Bankers Trust Company of California, National
Association".
The foregoing amendment to the Articles of Association was duly approved
by the Board of Directors of Bankers Trust Company of California, N.A. on March
16, 1987.
4. Attached hereto as Exhibit B is a copy of the approval of the
resolution and amendment to Article FIRST of the Articles of Association.
5. On January 17, 1992, at a special meeting of the Shareholders of
Bankers Trust Company of California, National Association, the following
resolution and amendment to Article FIFTH of the Articles of Association was
adopted:
RESOLVED, that Bankers Trust Holding, Inc., the sole shareholder of
Bankers Trust Company of California, N.A. ("BTCal"), hereby approves
of the amendment to the first paragraph of Article FIFTH of the
Articles of Association of BTCal, to read as follows:
The authorized amount of capital stock of this Association shall be
500,000 shares of common stock of the par value of One Hundred
Dollars and no cents ($100.00) each; but said capital stock may be
increased or decreased from time to time, in accordance with the
provisions of the laws of the United States.
The foregoing amendment of the Articles of Association was duly approved by the
Board of Directors of Bankers Trust Company of California, N.A. on January 7,
1992.
6. Attached hereto as Exhibit C is a copy of the official certification of
the approval of the Office of the Comptroller of the Currency with respect to
said amendment to Article FIFTH of the Articles of Association.
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7. The Association's Articles of Association, as amended, have not been
modified or rescinded and are in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have set my hand and the seal of this Association
this 14th day of May, 1999.
/s/ Judy L. Gomez
Judy L. Gomez
Assistant Vice President
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EXHIBIT A
BT TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION
ARTICLES OF ASSOCIATION
For the purpose of organizing an association to carry on the business of a
limited purpose trust company under the laws of the United States, the
undersigned do enter into the following articles of association:
FIRST: The title of this Association shall be "BT Trust Company
of California, National Association".
SECOND: The main office of the Association shall be in the City of
Los Angeles, County of Los Angeles, State of California. 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 shareholders, the exact number of
Directors within such minimum and maximum limits to be fixed and determined from
time to time by resolution of a majority of the full Board of Directors or by
resolution of the shareholders at any annual or special meeting thereof. Each
director, during the full term of his or her directorship, shall own a minimum
of $1,000 aggregate par value of stock of this association or a minimum par
market value or equity interest of $1,000 of stock in the bank holding company
controlling this association. Unless otherwise provided by the laws of the
United States, any vacancy in the Board of Directors for may reason, including
an increase in the number thereof, may be filled by action of the Board of
Directors.
FOURTH: The annual meeting of the shareholders for the election of
Directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office or such other place as the Board
of Directors may designate, on the day of each year specified therefor in the
By-Laws, but if no election is held on that day, it may be held on any
subsequent day according to the provisions of law; and all elections shall be
held according to such lawful regulations as may be prescribed by the Board of
Directors.
Nominations for election to the Board of Directors may be made by
the Board of Directors or by any shareholder of any outstanding class of capital
stock of the Association entitled to vote for election of directors. Nominations
other than those made by or on behalf of the existing management of the
Association, shall be made in writing and shall be delivered or mailed to the
President of the Association and to the Comptroller of the Currency, Washington,
D.C., not less than 14 days nor more than
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50 days prior to any meeting of shareholders called for the election of
directors; provided, however, that if less than 21 days' notice of the meeting
is given to shareholders, such nomination shall be mailed or delivered to the
President of the Association and to the Comptroller of the Currency not later
than the close of business on the seventh day following the day on which the
notice of meeting was mailed. Such notification shall contain the following
information to the extent known to the notifying shareholder: (a) the name and
address of each proposed nominee; (b) the principal occupation of each proposed
nominee; (c) the total number of shares of capital stock of the Association that
will be voted for each proposed nominee; (d) the name and Residence address of
the notifying shareholder; and (e) the number of shares of capital stock of the
Association owned by the notifying shareholder. Nominations not made in
accordance herewith may, in his/her discretion, be disregarded by the
chairperson of the meeting, and upon his/her instructions, the vote tellers may
disregard all votes cast for each such nominee.
FIFTH: The authorized amount of capital stock of this Association
shall be 5,000 shares of common stock of the par value of One Hundred Dollars
and no cents ($100.00) each; but said capital stock may be increased or
decreased from time to time, in accordance with the provisions of the laws of
the United States.
No holder of shares of the capital stock of any class of the
Association shall have any pre-emptive or preferential right of subscription to
any shares of any class of stock of the Association, whether now or hereafter
authorized, or to any obligations convertible into stock of the Association,
issued, or sold, nor any right of subscription thereto 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.
If the capital stock is increased by a stock dividend, each share
holder shall be entitled to his/her proportionate amount of such increase in
accordance with the number of shares of capital sock owned by him/her at the
time the increase is authorized by the shareholders, unless another time
subsequent to the date of the shareholders' meeting is specified in a resolution
adopted by the shareholders at the time the increase is authorized.
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.
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SIXTH: The Board of Directors (a majority of whom shall be a quorum
to do business) shall appoint one of its members to be President of the
Association who shall hold office (unless he shall become disqualified or be
sooner removed by a two-thirds vote of the members of the Board) for the term
for which he was elected a Director. The Board of Directors may appoint one of
its members to be Chairperson of the Board, who shall perform such duties as may
be designated by it. The Board of Directors shall have power to appoint one or
more Vice-Presidents; and to appoint a Cashier and such other officers and
employees as may be required to transact the business of the Association.
The Board of Directors shall have the power to define the duties of
the officers and employees of the Association; to fix the salaries to be paid to
them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of the
Association shall be made; to manage and administer the business and affairs of
the Association; to make all by-laws that it may be lawful for them to make and
generally do and perform all acts that it may be legal 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 of the Association to any other place within the
limit of the City of Los Angeles, without the approval of the shareholders but
subject to the approval of the Comptroller of the Currency; and shall have the
power to establish or change the location of any branch or branches of the
Association to any other location, without the approval of the shareholders but
subject to the approval of the Comptroller of the Currency.
EIGHTH: The corporate existence of this Association shall
continue until terminated in accordance with the laws of the United States.
NINTH: The Board of Directors of this Association, or any three or
more shareholders owning, in the aggregate, not less than 25 percent of the
stock of this Association, may call a special meeting of shareholders at any
time. Unless otherwise provided by the laws of the United States, 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 days prior to the date of such meeting to each shareholder of record
at her/her address as shown upon the books of the Association.
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TENTH: Any person, his/her heirs, executors or administrators, may
be indemnified or reimbursed by the Association for liability and reasonable
expenses (including amounts paid in settlement or in satisfaction of judgments
or as fines or penalties) actually incurred in connection with any claim,
action, suit, or proceeding, civil or criminal, whether or not by or in the
right of the Association, in which he/she or they shall be involved or
threatened to be involved by reason of he/her being or having been a director,
officer, or employee of the Association or of any firm, corporation, or
organization which he/she serves or has served in any such capacity at the
specific request of the Association (provided he/she so served at the specific
request of the Association in writing signed by the Chairperson of the Board or
the President and specifically referring to this Article Tenth); provided,
however, that no person shall be so indemnified or reimbursed (1) in relation to
any matter in an action, suit or proceeding as to which he/she shall finally be
adjudged to have been guilty of, or liable for, willful misconduct, gross
neglect of duty or criminal acts in the performance of his/her duties to the
Association or such firm, corporation or organization; or (2) in relation to any
matter in a claim, action, suit or proceeding which has been made the subject of
a settlement except with the approval of (a) a court of competent jurisdiction,
(b) the Board of Directors, acting by vote of Directors not parties to the same
or substantially the same action, suit or proceeding, constituting a majority of
the whole number of the Directors, or (c) the shareholders, acting by vote of a
majority of the outstanding shares of capital stock; and provided further that,
in the case of persons serving another firm, corporation or organization at the
request of the Association, the indemnity provided in this Article Tenth shall
apply only if and to the extent that, after making such efforts as the Board of
Directors or shareholders shall deem adequate under the circumstances, such
person shall be unable to obtain indemnification from such firm, corporation or
organization. The foregoing provisions for indemnification or reimbursement
shall not be exclusive of other rights to which such person, his/her heirs,
executors or administrators, may be entitled by contract or otherwise. Unless
the context clearly requires otherwise, the term "the Association" as used in
this Article shall include any predecessor corporation.
The Association may, upon the affirmative vote of a majority of its
Board of Directors, purchase insurance for the purpose of indemnifying its
directors, officers and other employees to the extent that such indemnification
is allowed in the preceding paragraph. Such insurance may, but need not, be for
the benefit of all directors, officers, or employees.
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ELEVENTH: The powers of the Association shall be limited to
conducting the business of a trust company under a national bank charter, and no
amendment to such powers may be made without the prior approval of the
Comptroller of the Currency.
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 the Association, voting in person or by proxy, 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 on this the date appearing
opposite our names.
/s/ Peter E. Lengyel 10/7/85
Peter E. Lengyel date
/s/ Harold K. Atkins 10/7/85
Harold K. Atkins date
/s/ John L. Murphy 10/7/85
John L. Murphy date
/s/ Allan C. Martin 10/7/85
Allan C. Martin date
/s/ Rein Lumi 10/7/85
Rein Lumi date
/s/ Gerard P. Hourihan 10/7/85
Gerard P. Hourihan date
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State of New York
County of New York
Before the undersigned, a Notary Public of the State of New York
personally appeared Peter E. Lengyel, to me known, who acknowledged that he
executed the foregoing certificate for the purposes therein mentioned.
Witness my hand and seal of office this 7 day of October, 1985.
/s/ David Abramson
Notary Public
DAVID ABRAMSON
Notary Public, State of New York
No. 60-0007785
Commission Expires March 30, 1987
State of New York
County of New York
Before the undersigned, a Notary Public of the State of New York
personally appeared John L. Murphy, to me known, who acknowledged that he
executed the foregoing certificate for the purposes therein mentioned.
Witness my hand and seal of office this 7 day of October, 1985.
/s/ David Abramson
Notary Public
DAVID ABRAMSON
Notary Public, State of New York
No. 60-0007785
Commission Expires March 30, 1987
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State of New York
County of New York
Before the undersigned, a Notary Public of the State of New York
personally appeared Harold K. Atkins, to me known, who acknowledged that he
executed the foregoing certificate for the purposes therein mentioned.
Witness my hand and seal of office this 7 day of October, 1985.
/s/ David Abramson
Notary Public
DAVID ABRAMSON
Notary Public, State of New York
No. 60-0007785
Commission Expires March 30, 1987
State of New York
County of New York
Before the undersigned, a Notary Public of the State of New York
personally appeared Allan C. Martin, to me known, who acknowledged that he
executed the foregoing certificate for the purposes therein mentioned.
Witness my hand and seal of office this 7 day of October, 1985.
/s/ David Abramson
Notary Public
DAVID ABRAMSON
Notary Public, State of New York
No. 60-0007785
Commission Expires March 30, 1987
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State of New York
County of New York
Before the undersigned, a Notary Public of the State of New York
personally appeared Rein Lumi, to me known, who acknowledged that he executed
the foregoing certificate for the purposes therein mentioned.
Witness my hand and seal of office this 7 day of October, 1985.
/s/ David Abramson
Notary Public
DAVID ABRAMSON
Notary Public, State of New York
No. 60-0007785
Commission Expires March 30, 1987
State of New York
County of New York
Before the undersigned, a Notary Public of the State of New York
personally appeared Gerard P. Hourihan, to me known, who acknowledged that he
executed the foregoing certificate for the purposes therein mentioned.
Witness my hand and seal of office this 7 day of October, 1985.
/s/ David Abramson
Notary Public
DAVID ABRAMSON
Notary Public, State of New York
No. 60-0007785
Commission Expires March 30, 1987
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EXHIBIT B
BT TRUST COMPANY OF CALIFORNIA, N.A.
ARTICLES OF ASSOCIATION
Amendment No. 1
The undersigned, being a majority of the stockholders of the
Association, hereby agree to and approve of the amendment of the First Article
of Association to read as follows:
FIRST: The title of this Association shall be "Bankers Trust Company of
California, National Association." And to be effective as of the 16th day of
March, 1987.
Dated: 16th March, 1987
BANKERS TRUST NEW YORK CORPORATION
By: /s/ Richard S. Denny
Richard S. Denny, Secretary
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EXHIBIT C
Comptroller of the Currency
Administrator of National Banks
Western District Office
50 Fremont Street, Suite 3900
San Francisco, CA 94105-2292
(415) 545-5900
February 5, 1992 Charter No. 18608
Mr. David Abramson, Secretary
Bankers Trust Company of California, N.A.
280 Park Avenue
New York, New York 10017
Re: Capital Change Control No. 92-WE-12-066
Dear Mr. Abramson:
This is in response to your letter of notification dated January 29, 1992,
concerning the issuance of $49,500, 000.00 of common stock.
This letter is the official certification of the approval of the Office of the
Comptroller of the Currency given to Bankers Trust Company of California, N.A.,
Los Angeles, California, to increase its common stock from $500,000 to
$50,000,000. This issuance may be considered effective on January 22, 1992.
Very truly yours,
JOHN C. BEERS
Acting Director for Analysis
Western District
cc: Mr. R. Brent Faye
Lillick & Charles
Two Embarcadero Center
San Francisco, CA 94111-3996
