SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM T-1
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STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
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SOCIETY NATIONAL BANK
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(Exact name of Trustee as specified in its charter)
National Banking Association 34-0797057
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(State of Incorporation (I.R.S. Employer Identification No.)
if not a National Bank)
127 Public Square, Cleveland, Ohio 44114
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(Address of principal executive (Zip Code)
offices)
THE CIT GROUP HOLDINGS, INC.
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(Exact Name of Obligor as specified in its charter)
Delaware 13-2994534
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1211 Avenue of the Americas
New York, New York 10036
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(Address of principal executive offices) (Zip Code)
Debt Securities
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(Title of the Indenture Securities)
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Item 1. General Information
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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. Federal
Deposit Insurance Corporation, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers
Yes.
Item 2. Affiliations with Obligor and Underwriters
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If the obligor is an affiliate of the trustee, describe such
affiliation.
The obligor is not an affiliate of the trustee.
No responses are included for Items 3-15 of this Form T-1 because the Obligor is
not in default as provided under Item 13.
Item 16. List of Exhibits
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List below all exhibits filed as a part of this statement of
eligibility and qualification.
1. Exhibit T1A(a) A copy of the Amended Articles of Association
of Society National Bank as now in effect.
2. Exhibit T1A(b) Certificate of Authority of Trustee to
Commence Business.
3. Exhibit T1A(c) Authorization of the Trustee to exercise
Corporate Trust Powers.
4. Exhibit T1B A copy of By-Laws of Society National Bank as
now in effect.
5. Exhibit T1C A copy of each Indenture referred to in Item
4. Not Applicable.
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6. Exhibit T1D The Trustee's consent required by Section
321(b) of the Trust Indenture Act of 1939.
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7. Exhibit T1E 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. Exhibit T1F A copy of any order pursuant to which the
foreign trustee is authorized to act as sole
trustee under indentures qualified or to be
qualified under the Act. Not Applicable.
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9. Exhibit T1G Foreign trustees are required to furnish a
consent to service of process (see Rule 10a-4
under the Act). Not Applicable.
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SIGNATURE
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Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Society National Bank, a national banking association organized and
existing under the laws of the United States of America, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Cleveland, and State of Ohio on
the 15th day of March, 1994.
SOCIETY NATIONAL BANK
By: C.M. Nagy
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C.M. Nagy
Its: Vice President
[Corporate Seal]
ATTEST:
By: D. Kovach
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D. Kovach
Its: Assistant Secretary
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EXHIBIT T1A
EXHIBIT A
SOCIETY NATIONAL BANK
AMENDED
ARTICLES OF ASSOCIATION
First. The title of this Association shall be Society National Bank.
Second. The main office of this Association shall be in Cleveland,
Ohio, County of Cuyahoga. The general business of this 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 members, 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. In accordance with
12 U.S.C. Section 72, each director, during the full term of his or her
directorship, shall own in his or her own right either shares of capital stock
of the Association the aggregate par value of which is not less than $1,000 or
an equivalent interest, as determined by the Comptroller of the Currency, in any
company which has control over the Association within the meaning of 12 U.S.C.
Section 1841. Unless otherwise provided by the laws of the United States, any
vacancy in the Board of Directors for any 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
Bylaws, 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.
Fifth. The amount of authorized capital stock of this Association shall
be Two Hundred and Six Million Eight Hundred and Sixty-Two Thousand and Five
Hundred Dollars ($206,862,500) divided into 2,068,625 shares of common stock of
the par value of One Hundred Dollars ($100) per share 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 capital stock of any class of this Association
shall have any pre-emptive or preferential right of subscription to any shares
of any class of stock of this Association, whether now or hereafter authorized,
or to any obligations convertible into stock of this Association, issued or
sold, nor any right of subscription to any thereof other than such, if any, as
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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.
This Association, at any time and from time to time, may authorize and
issue debt obligations, whether or not Subordinated, without the approval of
shareholders.
Sixth. The Board of Directors shall appoint one of its members
President of this Association, who shall be Chairman of the Board, unless the
Board appoints another Director to be the Chairman. The Board of Directors shall
have the 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 this Association.
The Board of Directors shall have the power to define the duties of the
officers and employees of this 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 this
Association shall be made; to manage and administer the business and affairs of
this Association; to make all Bylaws that it may be lawful for them to make; and
generally to 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 to any other place within the limits of Cleveland,
Ohio, 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 shareholders
owning, in the aggregate, not less than 10 percent (10%) 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 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 his address as shown
upon the books of this Association, except as to any shareholder who has
specifically waived notice of such meeting.
Tenth. (a) This Association shall indemnify, to the full extent
permitted or authorized by the Ohio General Corporation Law as it may from time
to time be amended, any person made or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that he is or
was a director, officer, or employee of this Association, or is or was serving
at the request of this Association as a director, trustee, officer, or employee
of another association, corporation, partnership, joint venture, trust, or other
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enterprise; in the case of a person serving at the request of this Association,
such request shall be evidenced by a resolution of the Board of Directors or a
duly-authorized committee thereof or by a writing executed by an officer of this
Association pursuant to a resolution of the Board of Directors or a
duly-authorized committee thereof. In the case of a merger into this Association
of a constituent association which, if its separate existence had continued,
would have been required to indemnify directors, officers, or employees in
specified situations prior to the merger, any person who served as a director,
officer, or employee of the constituent association, or served at the request of
the constituent association as a director, trustee, officer, or employee of
another association, corporation, partnership, joint venture, trust, or other
enterprise, shall be entitled to indemnification by this Association (as the
surviving association) for acts, omissions, or other events or occurrences prior
to the merger to the same extent he would have been entitled to indemnification
by the constituent association if its separate existence had continued. The
indemnification provided by this TENTH shall not be deemed exclusive of any
other rights to which any person seeking indemnification may be entitled by law
or under these Articles or the Bylaws, or any 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, and
shall continue as to a person who has ceased to be a director, trustee, officer,
or employee and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
(b) Notwithstanding division (a) of this TENTH, no director, officer,
or employee of this Association shall be indemnified against expenses, including
attorneys' fees, penalties or other payments incurred in an administrative
proceeding or action instituted by the Comptroller of the Currency or other
appropriate bank regulatory agency when such proceeding or action results in a
final order assessing civil money penalties against, or requiring affirmative
action of, such director, officer, or employee in the form of payments to this
Association.
(c) This Association may purchase and maintain insurance or furnish
similar protection, including but not limited to trust funds, letters of credit,
or self-insurance on behalf of or for any person who is or was a director,
officer, employee, or agent of this Association, or is or was serving at the
request of this Association as a director, trustee, officer, employee, or agent
of another association, corporation, partnership, joint venture, trust, or other
enterprise, against any liability asserted against him and incurred by him in
any capacity, or arising out of his status as such, whether or not this
Association would have the power to indemnify him against liability under the
provisions of this TENTH or of the Ohio General Corporation Law; provided,
however, such insurance shall explicitly exclude insurance coverage for a formal
order assessing civil money penalties against a director, officer, or employee
of this Association as a result of an administrative proceeding or action
instituted by the Comptroller of the Currency or other appropriate bank
regulatory agency. Insurance may be purchased from or maintained with a person
in which this Association has a financial interest.
(d) Expenses (including attorney's fees) incurred by a director in
defending any action, suit, or proceeding referred to in division (a) of this
TENTH commenced or threatened against the director for any action or failure to
act as a director shall be paid by this Association, as they are incurred, in
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advance of final disposition of the action, suit, or proceeding upon receipt of
an undertaking by or on behalf of the director in which he agrees both (i) to
repay the amount if it is proved by clear and convincing evidence in a court of
competent jurisdiction that his action or failure to act involved an act or
omission undertaken with deliberate intent to cause injury to this Association
or undertaken with reckless disregard for the best interests of this Association
and (ii) to reasonably cooperate with this Association concerning the action,
suit, or proceeding. The provisions of this paragraph shall not apply if the
only liability asserted against the director in such action, suit, or proceeding
is for (i) the payment of a dividend or distribution, or the making of a
distribution of assets to shareholders, or the purchase or redemption of this
Association's own shares, contrary in any such case to law or these Articles of
Association, or (ii) a distribution of assets to shareholders during the winding
up of the affairs of the Association, on dissolution or otherwise, without the
payment of all known obligations of the Association, or without making adequate
provision therefor.
Expenses (including attorney's fees) incurred by a director (to the extent the
expenses are not required to be advanced pursuant to the preceding paragraph),
officer, or employee in defending any action, suit, or proceeding referred to in
division (a) of this TENTH may be paid by this Association, as they are
incurred, in advance of final disposition of the action, suit, or proceeding, as
authorized by the Board of Directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, officer, or employee to repay the
amount if it is ultimately determined that he is not entitled to be indemnified
by this Association.
(e) Notwithstanding division (d) of this TENTH, expenses, including
attorneys' fees, incurred by a present or former director, officer, or employee
of this Association in defending an administrative proceeding or action
instituted by the Comptroller of the Currency or other appropriate bank
regulatory agency that seeks a final order assessing civil money penalties or
requiring affirmative action by an individual or individuals in the form of
payments to this Association, may be paid by this Association as they are
incurred in advance of the final disposition of the action, suit, or proceeding,
only in the event that:
(i) the Board of Directors of this Association, in good faith,
determines in writing that all of the following conditions are
met:
(A) the director, officer, or employee has a substantial
likelihood of prevailing on the merits;
(B) in the event the director, officer, or employee does not
prevail, he will have the financial capability to reimburse
this Association;
(C) all applicable laws and regulations affecting loans to the
director, officer, or employee will be complied with in the
event reimbursement is required;
(D) payment of expenses by this Association will not adversely
affect this Association's safety and soundness; and
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(ii) the director, officer, or employee enters into an agreement with
this Association to repay such amount if:
(A) such administrative proceeding or action instituted by the
Comptroller of the Currency or other appropriate bank
regulatory agency results in a final order assessing civil
money penalties against, or requiring affirmative action of,
such director, officer, or employee in the form of payments
to this Association; or
(B) the Board of Directors of this Association finds that the
director, officer, or employee willfully misrepresented
factors relevant to the Board of Directors' determination of
conditions (A) or (B) set forth in (i), above.
If at any time the Board of Directors of this Association believes
that any of the conditions set forth in (i) above are no longer
met, such expenses will no longer be paid by this Association.
(f) Notwithstanding divisions (a) through (e) of this TENTH, all of the
provisions of this TENTH are subject to the authority of the Office of the
Comptroller of the Currency to direct a modification of a specific
indemnification by a national bank through appropriate administrative action.
Eleventh. 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.
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EXHIBIT T1B
The following Bylaws were adopted by the Board of Directors of Society
National Bank on July l6, l992.
BYLAWS OF
SOCIETY NATIONAL BANK
ARTICLE I
MEETING OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of shareholders for the election
of Directors, and the transaction of whatever other business may properly come
before the meeting, shall be held at the main office of the Bank, or such other
place authorized by the Board of Directors or the Chairman of the Board, on the
Thursday after the third Wednesday in January of each year, or such other date
authorized by the Board of Directors or the Chairman of the Board. If, for any
cause, the election of Directors is not held on that day, the Board of Directors
shall order the election to be held on some subsequent day, as soon thereafter
as practicable, according to the provisions of law, and notice thereof shall be
given in the manner herein provided for the annual meeting.
Section 2. Special Meetings. Except as otherwise specifically provided by
statute, special meetings of the shareholders may be called for any purpose at
any time by the Chairman of the Board, the President, the Board of Directors, or
by any shareholder or shareholders owning, in the aggregate, not less than ten
per centum (10%) of the stock of the Bank.
Section 3. Notice of Meetings. Unless otherwise provided by law, these Bylaws,
or the Articles of Association, a notice of the time, place, and purpose of
every annual meeting and every special meeting of the shareholders shall be
given by first-class mail, postage prepaid, mailed not less than ten days nor
more than sixty days prior to the date of such meeting, to each shareholder of
record at such shareholder's address as shown upon the books of the Bank. The
attendance of any shareholder at a shareholder meeting without protesting, prior
to or at the commencement of the meeting, the lack of proper notice, shall be
deemed a waiver by such shareholder of notice of such meeting.
Section 4. Proxies. Shareholders may vote at any meeting of the shareholders by
proxies duly authorized in writing, but no officer or employee of this Bank may
act as a proxy. Proxies shall be valid only for one meeting, to be specified
therein, and any adjournments of such meeting. Proxies shall be dated and shall
be filed in the Bank's records. The person appointed as proxy need not be a
shareholder. Unless the writing appointing a proxy otherwise provides, the
presence at a meeting of the person who appointed a proxy shall not operate to
revoke the appointment. Notice to the Bank, in writing or in open meeting, of
the revocation of the appointment of a proxy shall not affect any vote or act
previously taken or authorized by such proxy.
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Section 5. Quorum; Adjournment. Except as may otherwise be provided by law, at
any meeting of the shareholders, the holders of shares entitling them to
exercise a majority of the voting power of the Bank present in person or by
proxy shall constitute a quorum for such meeting; provided, however, that no
action required by law to be authorized or taken by a designated proportion of
the shares may be authorized or taken by a lesser proportion; provided, further,
that, if a quorum is not present, the holders of a majority of the voting shares
represented thereat may adjourn such meeting or any adjournment thereof. If any
meeting is adjourned, notice of such adjournment need not be given if the time
and place to which such meeting is adjourned are fixed and announced at such
meeting.
Section 6. Voting Power; Cumulative Voting. In voting on issues at meetings of
shareholders, except on the election of Directors, each shareholder shall be
entitled to one vote for each share of stock held. A majority of votes cast
shall decide each issue submitted to the shareholders at any meeting, except in
cases where by law or by the Articles of Association a larger vote is required.
In all elections of Directors, each shareholder shall have the right to vote the
number of shares owned by such shareholder for as many persons as there are
Directors to be elected, or to cumulate such shares and give one candidate as
many votes as the number of Directors multiplied by the number of such
shareholder's shares shall equal, or to distribute them on the same principle
among as many candidates as such shareholder chooses.
Section 7. Record of Shareholders and Votes. At any meeting of the shareholders,
a record showing the names of shareholders present and the number of shares of
stock held by each, the names of shareholders represented by proxy and the
number of shares held by each, and the names of the proxies shall be made. This
record also shall show the number of shares voted on each action taken,
including the number of shares voted for each candidate for the Board of
Directors. This record shall be included in the minute book of the Bank.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Authority. The Board of Directors shall have power to manage and
administer the business and affairs of the Bank. Except as expressly limited by
law, all corporate powers of the Bank shall be vested in and exercised by or
under the authority of the Board of Directors.
Section 2. Number. The Board of Directors shall consist of not less than five
nor more than twenty-five members; the exact number within such minimum and
maximum limits shall 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 meeting thereof; provided, however, that a majority of the full Board of
Directors may not increase the number of Directors to a number which exceeds by
more than: (i) two the number of Directors last fixed and determined by the
shareholders where such number was fifteen or less, or (ii) four the number of
Directors last fixed and determined by the shareholders where such number was
sixteen or more.
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Section 3. Election of Directors; Vacancies. The Directors shall be elected at
each annual meeting of shareholders or at a special meeting called for the
purpose of electing Directors. Any vacancy or vacancies occurring in the Board
of Directors, including vacancies created by an increase in the numbers of
Directors, shall be filled by appointment by the remaining Directors at any
regular or special meeting of the Board, and any Director or Directors so
appointed shall hold office until the next election. Each person elected or
appointed a Director must take the oath of such office in the form prescribed by
the Comptroller of the Currency. No person elected or appointed a Director shall
exercise the functions of such office until he has taken such oath. The Bank
shall transmit evidence of such oath or oaths to the Comptroller of the
Currency.
Section 4. Term of Office; Resignations. Directors shall hold office until the
next annual meeting of shareholders or until their successors are elected and
have qualified, or until their earlier resignation, removal from office, or
death. Any Director may resign at any time by oral statement to that effect made
at a meeting of the Board of Directors, or in a writing to that effect delivered
to the Secretary or an Assistant Secretary of the Bank; such resignation shall
take effect immediately or at such other time as the Director may specify at
such meeting or in such writing. At a meeting of shareholders called expressly
for that purpose, any director or the entire Board of Directors may be removed,
with or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors. If permitted by law, the majority
of the Board of Directors may remove a director for cause.
Section 5. Organization Meeting. Following the annual meeting of shareholders,
the Directors-elect shall hold an organization meeting for the purpose of
appointing officers and transacting such other business as properly may come
before the meeting. Such organization meeting shall be held on the day of the
election or as soon thereafter as practicable and, in any event, within thirty
days thereof. Notice of such meeting need not be given if held on the day of the
election.
Section 6. Regular Meetings. Regular meetings of the Board of Directors shall be
held, without notice, on the Thursday after the third Wednesday of each month,
at the main office of the Bank or at such other times and places authorized by
the Board of Directors, the Chairman of the Board, or in such person's absence,
a Vice Chairman of the Board. When any regular meeting of the Board falls upon a
holiday, the meeting shall be held on the next banking business day unless the
Board shall designate some other day.
Section 7. Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board, by the President, or at the request of
three or more Directors. Notice of special meetings, stating the time and place
thereof, and whether telephone or similar communications equipment will be
utilized, shall be given in person or by mailing, telephoning, or telegraphing
such notice at least 24 hours prior to the meeting; provided, however, that
attendance of any Director at such meeting without protesting, prior to or at
the commencement of the meeting, the lack of proper notice, shall be deemed a
waiver by such Director of notice of such meeting. Notice of a meeting may be
waived in writing or by telegram either before or after such meeting. Unless
otherwise indicated in the notice of the meeting, any business may be transacted
at such meeting.
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Section 8. Quorum; Adjournment. A quorum of the Board of Directors shall consist
of a majority of the Directors then in office; provided that a majority of the
Directors then present at a meeting duly held, whether or not a quorum is
present, may adjourn such meeting from time to time. If any meeting is
adjourned, notice of such adjournment need not be given if the time and place to
which such meeting is adjourned are fixed and announced at such meeting. At each
meeting of the Board of Directors at which a quorum is present, all issues shall
be determined by a majority vote of those present except as otherwise expressly
provided in these Bylaws or by law. A Director cannot vote or otherwise act by
proxy at a meeting of the Board of Directors.
ARTICLE III
OFFICERS
Section 1. Election and Designation of Officers. The Board of Directors shall
elect or appoint a Chairman of the Board, a President, one or more Vice
Presidents, a Secretary, and such other officers as the Board may deem
necessary. The Chairman of the Board and the President shall be members of the
Board of Directors. The Board of Directors may delegate the authority to appoint
and dismiss officers to officers of the Bank or to a committee composed of such
officers. Any two or more offices may be held by the same person, but no officer
shall execute, acknowledge, or verify any instrument in more than one capacity
if the instrument is required to be executed, acknowledged, or verified by two
or more officers. The Board of Directors shall approve the compensation of
officers, except that the Board of Directors may delegate to a committee of the
Board of Directors, or to officers of the Bank, authority for approving
officers' compensation.
Section 2. Term of Office; Vacancies. The officers of the Bank shall hold office
until their successors are elected or appointed and qualified, except in the
case of resignation, dismissal or removal from office, or death. The Board of
Directors may dismiss or remove any officer at any time, with or without cause,
by a majority vote of the Directors then in office, without prejudice to the
contract rights of such officer; an election or appointment of an officer shall
not of itself create any contract rights. Any vacancy in any office may be
filled in the manner provided herein for the election or appointment of office.
The Board of Directors is not required to annually elect or appoint officers.
Section 3. Chairman of the Board. The Chairman of the Board shall preside at all
meetings of shareholders and the Board of Directors. He also shall serve the
Bank in such capacity and perform such other duties as may be assigned to him,
from time to time, by the Board of Directors. In the absence of, or at the
direction of, the Chairman of the Board, the President, or such other Director
designated by the Chairman of the Board, shall preside at a meeting of the
shareholders or the Board of Directors, as the case maybe.
Section 4. President. The President shall have general executive powers over the
management and business of the Bank, subject to the direction of the Board of
Directors and the Chairman of the Board.
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Section 5. Vice Presidents. Each Vice President shall have such powers and
duties as may be assigned to him by the Board of Directors or as otherwise
provided for herein; the Board of Directors may authorize one of the Vice
Presidents to perform the duties of the President in the President's absence or
if the President is unable to act.
Section 6. Secretary. The Board of Directors shall appoint a Secretary or other
designated officer (who, in the absence of a Cashier, shall have all the powers
and duties of a Cashier) who shall be Secretary of the Board and of the Bank.
The Secretary shall give or provide for giving of all notices required by law or
these Bylaws to be given, shall be custodian of the corporate seal, records,
documents, and papers of the Bank, shall keep accurate minutes of all meetings
covered by these Bylaws, and shall perform such other duties as may be assigned
from time to time by the Board of Directors.
Section 7. Other Officers. Other officers shall have such powers and duties as
may be assigned by the Board of Directors.
Section 8. Delegation of Duties. The Board of Directors is authorized to
delegate the assignment of the duties of any officer, to control the action of
the officers, and to require the performance of duties in addition to those
mentioned herein, to any other officer.
ARTICLE IV
COMMITTEES
Section 1. Executive Committee. The Board of Directors may appoint an Executive
Committee which shall consist of the Chairman of the Board, the President, and
not less than three other Directors. Each member of the Board of Directors who
is not a member of the Committee shall be an alternate and, at the request of
the officer who is to preside at the meeting, may serve in the place of any
regular member who is unable to attend a committee meeting for any reason. The
Chairman of the Board shall preside at all meetings of the Committee; if such
officer is absent, a Vice Chairman shall preside. If none of these officers is
available, the President shall preside. If none of the foregoing persons is
available, the non-officer Director members of the Executive Committee shall
select a Director, who need not be an officer, to preside.
Section 2. Powers of Executive Committee. The Executive Committee shall have and
may exercise, as far as permitted by law, all the powers and authority of the
Board of Directors and other committees of the Board of Directors between
meetings of such Board or such committees. At each meeting of the Board of
Directors, the minutes of all previous meetings of the Executive Committee not
theretofore submitted to the Board shall be presented for review and
ratification by the Board. Any action of the Board disapproving any prior action
of the Executive Committee shall not affect the rights of third parties dealing
with the Bank, if such rights have attached by virtue of action of the Executive
Committee within the scope of the corporate powers of the Bank.
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Section 3. Other Committees. The Board of Directors may, by resolutions adopted
by a majority of the full Board, establish one or more other committees; each
committee shall consist of two or more members of the Board of Directors which,
to the extent provided in such resolution or resolutions or in these Bylaws,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Bank and may have the power to
authorize the seal of the Bank to be affixed to all papers which may require it.
Such committee or committees shall have such name or names as may be stated in
these Bylaws or as may be determined from time to time by resolution adopted by
the Board of Directors. The Board of Directors may designate one or more
Directors as alternate members of any committee, who may serve in the place of
any regular member who is unable to attend a committee meeting for any reason.
Each committee shall keep regular minutes of its meetings and present such
minutes for review to the Board of Directors.
Section 4. Notice of Meetings. Meetings of the Board committees shall be held at
the principal office of the Bank in the City of Cleveland, or at such other
place as may be designated in the notice of the meeting at any time upon call by
the Chairman of the Board, the Vice Chairman of the Board, the President, or the
Chairman of the Committee. Notice of each such meeting shall be given to each
member of the Committee in person or by mailing, telephoning, or telegraphing
such notice at least 24 hours prior to the meeting; provided, however, that
attendance by any Director at such meeting, without protesting prior to or at
the commencement of such meeting, the lack of proper notice shall be deemed a
waiver by such Director of the notice of such meeting. Notice of the meeting may
be waived in writing or by telegram by any member either before or after such
meeting. Unless otherwise indicated in the notice of the meeting, any business
may be transacted at such meeting.
ARTICLE V
TRUSTS
------
Section 1. Trust Department. There shall be a department of the Bank known as
the Trust Department or similar name which shall perform the fiduciary
responsibilities of the Bank.
Section 2. Trust Department Files. There shall be maintained in the Trust
Department files containing all fiduciary records necessary to assure that its
fiduciary responsibilities have been properly undertaken and discharged.
Section 3. Trust Investments. Funds held in a fiduciary capacity shall be
invested in accordance with the instrument establishing the fiduciary
relationship and local law. Where such instrument does not specify the character
and class of investments to be made and does not vest in the Bank discretion in
the matter, funds held pursuant to such instrument shall be invested in
investments in which corporate fiduciaries may invest under local law.
15
<PAGE>
ARTICLE VI
RECORD DATES
------------
The Board of Directors may fix, or authorize the Chairman of the Board or the
President to fix, a record date for any lawful purpose. The record date for the
purpose of the determination of the shareholders who are entitled to receive
notice of or to vote at a meeting of shareholders shall continue to be the
record date for all adjournments of such meeting. The Board of Directors may
close the share transfer books against transfer of shares during the whole or
any part of the period provided for in this Article, including the date of the
meeting of shareholders and the period ending with the date, if any, to which
the meeting is adjourned.
ARTICLE VII
CERTIFICATES FOR SHARES
-----------------------
Section 1. Form of Certificates and Signatures. Each holder of shares shall be
entitled to one or more certificates signed by the Chairman of the Board, the
President or a Vice President, and by the Secretary or an Assistant Secretary.
The signature of any of such officers of the Bank may be a facsimile, engraved,
stamped, or printed. In case any such officer whose legal or facsimile signature
has been placed upon such certificate ceases to be such officer before the
certificate is delivered, such certificate nevertheless shall be effective in
all respects when delivered.
Section 2. Transfer of Shares. Shares of the Bank shall be transferable upon the
books of the Bank by the holders thereof, in person, or by a duly authorized
attorney, upon surrender and cancellation of certificates for a like number of
shares of the same class, with duly executed assignment and power of transfer
endorsed thereon or attached thereto, and with such proof of the authenticity of
such signatures to such certificates and power of transfer as the Bank or its
agents may reasonably require.
Section 3. Corporate Seal. The following is an impression of the seal adopted by
the Board of Directors of the Bank.
(to be inserted)
Any officer shall have authority to affix the corporate seal to any document
requiring such seal and to attest the same. Failure to affix the seal to any
instrument executed on behalf of the Bank shall not affect the validity of such
instrument unless such action is required by law.
16
<PAGE>
ARTICLE VIII
BANKING HOURS
-------------
The main office and branch offices of the Bank shall be open for business upon
such days of the year and for such hours as the Board of Directors or the
officers of the Bank may from time to time determine.
ARTICLE IX
MISCELLANEOUS
-------------
Section 1. Fiscal Year. The fiscal year of the Bank shall be the calendar year.
Section 2. Definitions. The word "person" wherever used in these Bylaws shall be
taken to mean and include individuals, partnerships, associations, and
corporations when the text so requires. "Vice President", as used in these
Bylaws, shall include Vice Chairman and such titles as Senior Executive Vice
President, Executive Vice President, and Senior Vice President. Words of the
singular number shall be taken to include the plural and those of the plural
number shall be taken to include the singular whenever appropriate. Nouns and
pronouns of the masculine gender shall include the feminine whenever
appropriate.
Section 3. Execution of Instruments. The Chief Executive Officer may from time
to time prescribe in writing the authority of the officers, employees, and
agents of the Bank with respect to the making, execution, and delivery in the
name and on behalf of the Bank of documents and instruments in writing necessary
to the transaction of its business, whether in a fiduciary capacity or
otherwise, and with respect to the approval orally, or by conduct other than
signing of agreements, of transactions in the name and on behalf of the Bank
necessary to the carrying out of the business of the Bank; provided, however,
that if the Chief Executive Officer fails to take such action, the Board of
Directors shall, by resolution, establish such authorities in writing. Where any
such resolution or any such writing has been certified by the Secretary or an
Assistant Secretary as to its full force and effect, any instrument executed or
transaction effected in conformity with such resolution or such writing may be
relied upon by any person. Authority granted to officers, employees, and agents
of the Bank, pursuant to this Section 3 shall apply to all documents,
instruments, and conduct relating to any entity for which the Bank is a
successor in interest, whether by merger or otherwise.
Section 4. Use of Communications Equipment at Meetings. Members of the Board of
Directors may participate in regular or special meetings of the Board of
Directors, and members of committees appointed by the Board of Directors may
participate in regular or special meetings of those committees, through use of
conference telephone or similar communications equipment, as long as all members
participating in such meeting can hear one another.
17
<PAGE>
Section 5. Action Without a Meeting. Any action which may be taken at a meeting
of the Bank's shareholders, Board of Directors, or committee of the Board of
Directors, may be taken without a meeting by the unanimous vote of approval of,
and in a writing or writings signed by, all of the Bank's shareholders,
Directors, or committee members, respectively, entitled to notice of such
meeting; such writing or writings shall be included in the minute book of the
Bank.
Section 6. Waivers of Notice. Any shareholder or Director may waive the giving
of any notice required to be given to him under these Bylaws.
Section 7. Telegram. Any action required or permitted to be taken hereunder by
telegram may be taken by telex, fax, or similar communication equipment.
Section 8. Records. The Articles of Association, these Bylaws, and the
proceedings of all meetings of the shareholders, the Board of Directors, and
committees of the Board, shall be recorded in appropriate minute books provided
for that purpose. The minutes of each meeting shall be signed by the Secretary,
an Assistant Secretary, or other officer appointed to act as secretary of the
meeting.
Section 9. Interest Rates and Assessments and Loans. The Bank may assess and
collect from borrowers interest at any rate agreed upon by the Bank and the
borrower as specified in the loan agreement. In addition to such interest, the
Bank may assess and collect any dues, fines, premiums, or other assessments on
loans made in such amount as may be agreed upon in the loan agreement,
including, but not limited to, the following: origination fees; guarantee fees
or charges for any insurance protecting a creditor against a borrower's default
or other credit loss; late, default, or delinquency charges; deferment charges;
annual or other periodic membership fees; charges for returned checks and other
forms of payment; overlimit charges; cash advance fees; stop payment fees; ATM,
electronic, or similar interchange access fees; transaction fees; currency
conversion charges; fees for replacement of credit cards, access checks, or
other access devices; minimum charges; research charges; charges for providing
documentation or other evidence; credit, property, or other types of insurance
premiums, including premiums for insurance in lieu of perfecting a security
interest; collection costs; court costs; attorney's fees; applications fees;
credit report fees; investigation fees; commitment fees; finder's fees; broker
fees; assumption fees; processing fees; credit report fees; investigation fees;
points; survey and appraisal fees; title examination and report fees; title
insurance premiums; abstract of title fees; escrow fees; trustee fees; official
fees and taxes; filing and recording fees; fees for taking or releasing a
security interest; document preparation and notarization fees; prepayment fees.
ARTICLE X
AMENDMENTS
----------
These Bylaws may be amended, altered, or repealed, at any regular or special
meeting of the Board of Directors, by a vote of a majority of the whole number
of the Directors.
18
<PAGE>
[Certificate of Authority of Trustee to Commence Business December 17, 1958]
19
<PAGE>
EXHIBIT T1D
Consent for Records of Governmental Agencies
to be Made Available to the Commission
The undersigned, Society National Bank, of Cleveland, Ohio pursuant to
Section 321(b) of The Trust Indenture Act of 1939, hereby authorizes the Board
of Governors of the Federal Reserve System, the Federal Reserve Banks, the
Treasury Department, the Comptroller of the Currency and the Federal Deposit
Insurance Corporation, under such conditions as they may have available with
respect to the undersigned as a prospective trustee under an indenture to be
qualified under the aforesaid Trust Indenture Act of 1939 and to make through
their examiners or other employees for the use of the Commission, examinations
of the undersigned prospective Trustee.
The undersigned also, pursuant to Section 321(b) of said Trust Indenture
Act of 1939, consents that reports of examination by the Federal, State,
Territorial or District authorities may be furnished by such authorities to the
Commission upon request therefor.
Date this 15th day of March, 1994
SOCIETY NATIONAL BANK
By: /s/ C.M. Nagy
-----------------------------------
C.M. Nagy, Vice President
[Corporate Seal]
ATTEST:
/s/ D. Kovach
------------------------------------
D. Kovach, Assistant Secretary
20
<PAGE>
Exhibit T1E
Legal Title of Bank: Society National Bank Call Date: 12/31/93
Address: 127 Public Square ST-BK: 39-1495 FFIEC 031
City, State Zip: Cleveland, OH 44114-1306 Page RC-1
FDIC Certificate No.: 17534
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1993
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC--Balance Sheet
<TABLE>
<CAPTION>
C400
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
Assets
<S> <C> <C> <C>
1. Cash and balances due from depository institutes (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1) ................................. 0081 1,170,605 1.a.
b. Interest-bearing balances(2) .......................................................... 0071 147 1.b.
2. Securities (from Schedule RC-B) .......................................................... 0390 4,697,949 2.
3. Federal funds sold and securities purchased under the agreements to resell
in domestic offices of the bank and of its Edge and Agreement subsidiaries, and
in IBFs:
a. Federal funds sold .................................................................... 0267 199,485 3.a.
b. Securities purchased under agreements to resell ....................................... 0277 228,652 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C) .. RCFD 2122 14,856,796 4.a.
b. LESS: Allowance for loan and lease losses ...................... RCFD 3123 407,938 4.b.
c. LESS: Allocated transfer risk reserve .......................... RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c) ................................... 2125 14,448,858 4.d.
5. Assets held in trading accounts .......................................................... 2146 35,462 5.
6. Premises and fixed assets (including capitalized leases) ................................. 2145 333,562 6.
7. Other real estate owned (from Schedule RC-M) ............................................. 2150 36,419 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) . 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding ............................. 2155 9,218 9.
10. Intangible assets (from Schedule RC-M) ................................................... 2143 109,209 10.
11. Other assets (from Schedule RC-F) ........................................................ 2160 538,631 11.
12. Total assets (sum of items 1 through 11) ................................................. 2170 21,808,197 12.
</TABLE>
- ------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
21
<PAGE>
<TABLE>
<S> <C> <C>
Legal Title of Bank: Society National Bank Call Date: 12/31/93 ST-BK: 39-1495 FFIEC 031
Address: 127 Public Square Page RC-2
City, State Zip: Cleveland, OH 44114-1306
FDIC Certificate No.: 17534
</TABLE>
Schedule RC--Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) .. RCON 2200 13,710,001 13.a.
(1) Noninterest-bearing (1) ............. RCON 6631 3,370,845 13.a.(1)
(2) Interest-bearing .................... RCON 6636 10,339,156 13.a.(2)
b. In foreign officer, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E,
part II) RCFN 2200 2,495,533 13.b.
(1) Noninterest-bearing (1) ............. RCFN 6631 0 13.b.(1)
(2) Interest-bearing .................... RCFN 6636 2,495,533 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased ............................................................ RCFD 0278 1,760,997 14.a.
b. Securities sold under agreements to repurchase ..................................... RCFD 0279 393,857 14.b.
15. Demand notes issued to the U.S. Treasury ............................................... RCON 2840 405,000 15.
16. Other borrowed money ................................................................... RCFD 2850 802,185 16.
17. Mortgage indebtedness and obligations under capitalized leases ......................... RCFD 2910 10,399 17.
18. Bank's liability on acceptances executed and outstanding ............................... RCFD 2910 9,218 18.
19. Subordinated notes and debentures ...................................................... RCFD 2930 344,646 19.
20. Other liabilities (from Schedule RC-G) ................................................. RCFD 2930 344,425 20.
21. Total liabilities (sum of items 13 through 20) ......................................... RCFD 2948 20,330,261 21.
22. Limited-life preferred stock and related surplus ....................................... RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus .......................................... RCFD 3838 0 23.
24. Common stock ........................................................................... RCFD 3230 206,863 24.
25. Surplus (exclude all surplus related to preferred stock) ............................... RCFD 3839 707,165 25.
26. a. Undivided profits and capital reserves ............................................. RCFD 3632 563,908 26.a.
b. LESS: Net unrealized loss on marketable equity securities ......................... RCFD 0297 0 26.b.
27. Cumulative foreign currency translation adjustments .................................... RCFD 3284 0 27.
28. Total equity capital (sum of items 23 through 27) ...................................... RCFD 3210 1,477,936 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22,
and 28) ................................................................................ RCFD 3300 21,808,197 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the
most comprehensive level of auditing work performed for the bank by independent external Number
auditors as of any date during 1992 ..................................................... RCFD 6724 N/A M.1.
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- ---------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
22
