EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
----------------------------
ALLFIRST BANK
(Exact name of trustee as specified in its charter)
Maryland 52-0312840
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or formation)
25 South Charles Street
Baltimore, Maryland 21201
(Address of principal (Zip code)
executive offices)
Gregory K. Thoreson, General Counsel
ALLFIRST Bank
25 South Charles Street
Baltimore, Maryland 21201
(410) 244-3800
(Name, address and telephone number of agent
for service of process)
The CIT Group Securitization Corporation II
(Exact name of obligor as specified in its charter)
DELAWARE 22-3328188
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or formation)
c/o The Bank of New York (Delaware)
White Clay Center
Newark, Delaware 19711
(Address of principal (Zip code)
executive offices)
CIT RV Trust 2000-A
(Title of the indenture securities)
<PAGE>
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.
Federal Reserve Bank of Richmond, Richmond, Virginia 23261.
Maryland Bank Commission, Baltimore, Maryland 21202
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.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
(Because responses from the obligor and the underwriters have not yet been
received, Item 2 is at the date hereof based upon incomplete information
but is believed to be correct and may be considered to be complete unless
modified by an amendment to this Form T-1).
Item 16. List of Exhibits.
List below all exhibits filed as a part of this statement of eligibility.
Exhibit
-------
1 A copy of the articles of incorporation, as amended, of the trustee as now
in effect is incorporated herein by reference to Exhibit 1 to Form T-1
2 A copy of the certificate of authority of the trustee to commence business
is incorporated herein by reference to Exhibit T-2 to Form T-1 (Exhibit 26
to the Registration Statement on Form S-2, Registration No. 2-98697)
3 A copy of the authorization of the trustee to exercise corporate trust
powers is incorporated herein by reference to Exhibit T-3 of Amendment No.
1 to Form T-1 (Exhibit 26 to the Registration Statement on Form S-3,
Registration No. 33-18373)
4 A copy of the existing bylaws of the trustee is incorporated herein by
reference to Exhibit 4 to Form T-1.
5 Not applicable
6 The consent of the trustee required by Section 321(b) of the Act
7 A copy of the latest report of condition of the trustee published pursuant
to law or the requirements of its supervising or examining authority
<PAGE>
8 Not applicable
9 Not applicable
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Allfirst Bank, a corporation organized and existing under the laws of
the State of Maryland, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Baltimore and State of Maryland, on November 1, 2000.
ALLFIRST BANK
By: /s/Robert D. Brown
------------------
Robert D. Brown
Vice President
<PAGE>
Exhibit 1
FMB BANK
ARTICLES OF AMENDMENT
FMB Bank, a Maryland state chartered commercial bank, having its principal
office in Baltimore, Maryland (the "Bank") hereby certifies that:
FIRST: Article II of the charter of the Bank is hereby amended to read in
its entirety as follows:
"ARTICLE II
The name of this bank (hereinafter called the "Bank") shall be "Allfirst
Bank"."
SECOND: The amendment does not increase the authorized capital stock of
the Bank.
THIRD: The foregoing amendment to the charter of the Bank has been advised
by the Board of Directors and approved by the stockholders of the Bank.
FOURTH: The foregoing amendment shall become effective at 9:00 a.m. local
time in Baltimore, Maryland on June 28, 1999.
IN WITNESS WHEREOF, FMB Bank has caused these Articles of Amendment to be
signed on its behalf by its President and Treasurer as of this 3rd day of
June,1999.
FMB BANK
/s/ Susan C. Keating
-------------------------------
By: Susan C. Keating, President
/s/ David M. Cronin
--------------------------------
By: David M. Cronin, Treasurer
THE UNDERSIGNED, President and Treasurer of FMB Bank, who executed the
foregoing Articles of Amendment on behalf of FMB Bank of which this certificate
is made a part, hereby acknowledge the foregoing Articles of Amendment to be the
corporate act of FMB Bank and hereby certify that the matters and facts set
forth herein with respect to the authorization and approval thereof by FMB Bank
are true in all material respects under the penalties of perjury.
/s/ Susan C. Keating
-------------------------------
Susan C. Keating, President
/s/ David M. Cronin
--------------------------------
David M. Cronin, Treasurer
LETTERHEAD
<PAGE>
CERTIFICATE OF APPROVAL
The foregoing Articles of Amendment for the FMB Bank, Baltimore MD, are
hereby approved this 8th day of June 1999.
/s/ Nancy L. Mitchell 6/8/99
-------------------------------- -----------------
Nancy L. Mitchell Date
Deputy Commissioner
Division of Financial Regulation
State of Maryland
LOGO
FNB BANK
ARTICLES OF AMENDMENT
FNB Bank, a Maryland state chartered commercial bank, having its principal
office in Baltimore, Maryland (the "Bank") hereby certifies that:
FIRST: Article II of the charter of the Bank is hereby amended to read in
its entirety as follows:
"ARTICLE II
The name of this bank (hereinafter called the "Bank") shall be "FMB
Bank"."
SECOND: The amendment does not increase the authorized capital stock of
the Bank.
THIRD: The foregoing amendment to the charter of the Bank has been advised
by the Board of Directors and approved by the stockholders of the Bank.
IN WITNESS WHEREOF, FNB Bank has caused these Articles of Amendment to be
signed on its behalf by its President and Treasurer as of this 31st day of
December, 1998.
FNB BANK
/s/ Frank P. Bramble
---------------------------------
By: Frank P. Bramble, President
/s/ Jerome W. Evans
---------------------------------
By: Jerome W. Evans, Treasurer
THE UNDERSIGNED, President and Treasurer of FNB Bank, who executed the
foregoing Articles of Amendment on behalf of FNB Bank of which this certificate
is made a part, hereby acknowledge the foregoing Articles of Amendment to be the
corporate act of FNB Bank and hereby certify that the matters and facts set
forth herein with respect to the authorization and approval thereof by FNB Bank
are true in all material respects under the penalties of perjury.
/s/ Frank P. Bramble
---------------------------------
Frank P. Bramble, President
/s/ Jerome W. Evans
---------------------------------
Jerome W. Evans, Treasurer
<PAGE>
FMB BANK
ARTICLES OF INCORPORATION
ARTICLE I
THAT we, the undersigned incorporators, all being at least eighteen years
of age and citizens of the State of Maryland and of the United States, pursuant
to the authority granted by First Maryland Bancorp, a Maryland corporation and
the sole shareholder of The First National Bank of Maryland, a national banking
association, do hereby associate ourselves to convert such national banking
association to a commercial bank under and by virtue of the laws of the State of
Maryland, as prescribed in Title 3 of the Financial Institutions Article of the
Annotated Code of Maryland, providing for the creation, regulation, and
supervision of state banks and trust companies. The name and address of each
such incorporator is as follows:
Jeremiah E. Casey 7900 Ruxwood Road
Ruxton, Maryland 21204
Frank P. Bramble 5724 St. Albans Way
Baltimore, Maryland 21212
Jerome W. Evans 12302 Cleghorn Road
Cockeysville, Maryland 21030
Brian L. King 3609 N. Furnace Road
Jarrettsville, Maryland 21084
Gregory K. Thoreson 10326 Kettledrum Court
Ellicott City, Maryland 21042
ARTICLE II
The name of this bank (hereinafter called the "Bank") shall be "FNB Bank".
ARTICLE III
The main office of the Bank shall be in the City of Baltimore, State of
Maryland. The general business of the Bank shall be conducted at its main office
and its branches.
ARTICLE IV
The Board of Directors of the Bank shall consist of not less than five nor
more than thirty persons, the exact number of directors within such minimum and
maximum limits to be fixed and
<PAGE>
determined in accordance with the By-Laws of the Bank. The By-Laws may fix as a
mandatory retirement date for directors the annual meeting next following the
reaching of the age of 70 years.
The names and residence addresses of those persons who will serve as
directors until their successors are elected and qualified are:
Jeremiah E. Casey 7900 Ruxwood Road
Ruxton, Maryland 21204
Frank P. Bramble 5724 St. Albans Way
Baltimore, Maryland 21212
Jerome W. Evans 12302 Cleghorn Road
Cockeysville, Maryland 21030
Brian L. King 3609 N. Furnace Road
Jarrettsville, Maryland 21084
Gregory K. Thoreson 10326 Kettledrum Court
Ellicott City, Maryland 21042
ARTICLE V
The authorized amount of capital stock of the Bank shall be 2,250,000
shares of Common Stock of the par value of $10.00 each, but said capital stock
may be increased or decreased from time to time, in accordance with the
provisions of the laws of Maryland. The total par value of all shares is
$22,500,000.
No holder of shares of the capital stock of any class of the Bank shall
have any preemptive or preferential right of subscription to any shares of any
class of stock of the Bank, whether now or hereafter authorized, or to any
obligations convertible into stock of the Bank, issued, or sold, nor any right
of subscription to any thereof other than such, if any, as the Board of
Directors in its discretion may from time to time determine and at such price as
the Board of Directors may from time to time fix.
The Bank, at any time and from time to time, may authorize and issue debt
obligations, whether or not subordinated, without the approval of the
shareholders.
ARTICLE VI
The Board of Directors shall appoint one of its members President of the
Bank, who shall be Chairman of the Board, unless the Board appoints another
director to be the Chairman. The Board of Directors may also appoint another
director to be Vice Chairman of the Board. The Board of Directors shall have the
power to appoint one or more Vice Presidents and to appoint such other officers
and employees as may be necessary, convenient or appropriate to transact the
business of the Bank.
The Board of Directors shall have the power to define the duties of the
officers and employees of the Bank; to fix the salaries to be paid to them; to
require bonds from them and to fix the penalty thereof; to regulate the manner
in which any increase of the capital
<PAGE>
of the Bank shall be made; to manage and administer the business and affairs of
the Bank; to make all By-Laws 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.
ARTICLE VII
The Board of Directors of the Bank, or any one or more shareholders
owning, in the aggregate, not less than twenty-five percent of the stock of the
Bank, may call a special meeting of shareholders at any time. Unless otherwise
provided by the laws of the Maryland, 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 his address as shown upon the
books of the Bank.
ARTICLE VIII
The Bank shall indemnify its directors, officers and other institution
affiliated parties as provided in the By-Laws of the Bank as amended from time
to time.
ARTICLE IX
To the fullest extent permitted by Maryland law, as amended or
interpreted, no director or officer of the Bank shall be personally liable to
the Bank or its shareholders for money damages. No amendment of these Articles
of Incorporation or repeal of any of the provisions hereof shall limit or
eliminate the benefits provided to directors or officers under this Article IX
with respect to any act or omission which occurred prior to such amendment or
repeal.
ARTICLE X
These Articles of Incorporation 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 Bank, 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.
ARTICLE XI
The conversion of The First National Bank of Maryland has been duly
authorized and approved by its sole stockholder in the manner required by
federal law. The sole stockholder, acting on the authority granted by and
through a majority of the members of its Board of Directors, has signed,
acknowledged and caused these Articles to be filed by the incorporators.
ARTICLE XII
The Bank shall be a continuation of The First National Bank of Maryland,
by unbroken and uninterrupted succession. The Bank is, and shall be considered
to be, the same business and corporate entity as The First National Bank of
Maryland. The rights, franchises, and interests of The First National Bank of
Maryland in and to any property is and has become the property of the Bank,
subject to the liabilities of The First National Bank of Maryland that existed
at the effective date of these Articles of Incorporation. Such rights,
franchises, and interests include rights to all tangible and intangible assets,
franchises and interests in property of The First National Bank of Maryland,
existing at the time of the conversion, subject to all liabilities at such time
of conversion.
<PAGE>
IN WITNESS WHEREOF, we have hereunto set our hands this 11th day of
December, 1998.
/s/ Jeremiah E. Casey
-----------------------------
Jeremiah E. Casey
/s/ Frank P. Bramble
-----------------------------
Frank P. Bramble
/s/ Jerome W. Evans
-----------------------------
Jerome W. Evans
/s/ Brian L. King
-----------------------------
Brain L. King
/s/ Gregory K. Thoreson
-----------------------------
Gregory K. Thoreson
ACKNOWLEDGED AND CONSENTED to by First Maryland Bancorp through its duly
authorized officer this 11th day of December, 1998.
FIRST MARYLAND BANCORP
By: /s/ Jeremiah E. Casey
-----------------------------
Jeremiah E. Casey,
Chairman of the Board
STATE OF MARYLAND
CITY OF BALTIMORE, TO WIT:
I HEREBY CERTIFY that on this 11th day of December, 1998, before me, the
undersigned, a Notary Public in and or the state and city aforesaid, personally
appeared Jeremiah E. Casey, Frank P. Bramble, Jerome W. Evans, Brian L. King and
Gregory K. Thoreson, known to me, (or satisfactorily proven) to be the persons
whose names are subscribed to the foregoing instrument, and they each and
severally acknowledged the foregoing Articles of Incorporation to be their act
and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal the day
and year last above written.
/s/ Debra A. Kollias
Notary Public
My Commission Expires 6-1-2000
<PAGE>
THE UNDERSIGNED, Chairman of the Board of First Maryland Bancorp, who
executed on behalf of First Maryland Bancorp the Articles of Incorporation of
which this certificate is made a part, hereby acknowledges in the name and on
behalf of First Maryland Bancorp the foregoing Articles of Incorporation to be
the corporate act of such corporation and hereby certifies that the matters and
facts set forth herein with respect to the authorization and approval thereof by
First Maryland Bancorp are true in all material respects under the penalties of
perjury.
/s/ Jeremiah E. Casey
-----------------------------
Jeremiah E. Casey,
Chairman of the Board
<PAGE>
Exhibit 4
ALLFIRST BANK
BY-LAWS
ARTICLE I.
SHAREHOLDERS
SECTION 1.01. Annual Meeting. The Bank shall hold an annual meeting of its
shareholders to elect directors and transact any other business within its
powers, either at 11:45 a.m. on the third Tuesday of March in each year if not a
legal holiday, or at such other time on such other day falling on or before the
60th day thereafter as shall be set by the Board of Directors. Except to the
extent the Articles of Incorporation or applicable law provides otherwise, any
business may be considered at an annual meeting without the purpose of the
meeting having been specified in the notice. Failure to hold an annual meeting
does not invalidate the Bank's existence or affect any otherwise valid corporate
acts.
SECTION 1.02. Special Meeting. The Chairman of the Board, Chief Executive
Officer, a majority of the Board of Directors, or shareholders owning, in the
aggregate, not less than 25% of the stock of the Bank may call a special meeting
of shareholders at any time in the interval between annual meetings.
SECTION 1.03. Place of Meetings. Meetings of shareholders shall be held at
such place in the United States as may be designated from time to time by the
Board of Directors. In the absence of such designation, the meetings shall be
held at the main office of the Bank.
SECTION 1.04. Notice of Meetings; Waiver of Notice. Not less than ten nor
more than 90 days before each shareholders' meeting, the Secretary or an
Assistant Secretary shall give written notice of the meeting to each shareholder
entitled to vote at the meeting. The notice shall state the time and place of
the meeting and, if the meeting is a special meeting or notice of the purpose is
required by statute, the purpose of the meeting. Notice is given to a
shareholder when it is personally delivered to him or mailed to him at his
address
<PAGE>
as it appears on the records of the Bank. A meeting of shareholders convened on
the date for which it was called may be adjourned from time to time without
further notice to a date not more than 120 days after the original record date.
SECTION 1.05. Nominations for Director. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any holder of
shares entitled to vote for the election of directors. Nominations not made in
accordance herewith may be disregarded by the chairman of the meeting.
SECTION 1.06. Quorum; Voting. Unless the Articles of Incorporation or
applicable law provides otherwise, at a meeting of shareholders the presence in
person or by proxy of shareholders entitled to cast a majority of all the votes
entitled to be cast at the meeting constitutes a quorum, and a majority of all
the votes cast at a meeting at which a quorum is present is sufficient to
approve any matter which properly comes before the meeting. In the absence of a
quorum, the shareholders present in person or by proxy, by majority vote and
without notice other than by announcement, may adjourn the meeting from time to
time until a quorum shall attend. At any such reconvenement of an adjourned
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally notified. In the event
that at any meeting a quorum exists for the transaction of some business but
does not exist for the transaction of other business, the business as to which a
quorum is present may be transacted by the shareholders present in person or by
proxy who are entitled to vote thereon.
SECTION 1.07. General Right to Vote; Proxies. Unless the Articles of
Incorporation provides for a greater or lesser number of votes per share or
limit or deny voting rights, each outstanding share of stock, regardless of
class, is entitled to one vote on each matter submitted to a vote at a meetingof
shareholders. In all elections for directors, each share of stock may be voted
for as many individuals as there are directors to be elected and for whose
election the share is entitled to be voted with cumulative voting permitted. A
shareholder may vote the stock he owns of record either in person or by written
proxy signed by the shareholder or by his duly authorized attorney in fact.
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 with the
records of the meeting.
SECTION 1.08. Conduct of Voting. At all meetings of shareholders, unless
the voting is conducted by judges, the proxies and ballots shall be received,
and all questions relating the qualification of voters and the validity of
proxies and the acceptance or rejection of votes shall be decided, by the
chairman of the meeting.
ARTICLE II.
BOARD OF DIRECTORS
SECTION 2.01. Function of Directors. The business and affairs of the Bank
shall be managed under the direction of its Board of Directors. All powers of
the Bank may be exercised by or under authority of the Board of Directors,
except as conferred on or reserved to the shareholders by the Articles of
Incorporation, applicable law or these By-Laws.
SECTION 2.02. Number of Directors. The Bank shall have at least five
directors and no more than 30 directors. A majority of the entire
<PAGE>
Board of Directors, or the shareholders, may alter the number of directors
within the range permitted herein, but the action, if taken by the directors,
may not affect the tenure of office of any director.
SECTION 2.03. Qualification of Directors. No person shall qualify or
continue to serve as a director of the Bank unless he or she owns shares of
stock of the Bank or a company which has control, directly or indirectly, of at
least 80% of the capital stock of the Bank in such amount as may be required by
law. At least a majority of the directors of the Bank shall reside in Maryland.
No person shall be eligible to stand for election as a director after attaining
70 years of age.
SECTION 2.04. Election and Tenure of Directors. At each annual meeting,
the shareholders shall elect directors to hold office until the next annual
meeting and until their successors are elected and qualify.
SECTION 2.05. Removal of Director. The shareholders may remove any
director, with or without cause, by the affirmative vote of a majority of all
the votes entitled to be cast for the election of directors.
SECTION 2.06. Vacancy on Board. A majority of the remaining directors,
whether sufficient to constitute a quorum, shall fill any vacancy on the Board
of Directors which results from any cause except an increase in the number of
directors, and a majority of the entire Board of Directors may fill a vacancy
which results from an increase in the number of directors. A director elected by
the Board of Directors to fill a vacancy serves until the next annual meeting of
shareholders and until his or her successor is elected and qualifies. A director
elected by the shareholders to fill a vacancy which results from the removal of
a director serves for the balance of the term of the removed director.
SECTION 2.07. Regular Meetings. After each meeting of shareholders at
which a Board of Directors shall have been elected, the Board of Directors so
elected shall meet as soon as practicable to take their oaths, organize and
transact other business; and in the event that no other time or place is
designated by the shareholders, the Board of Directors shall meet immediately
following the close of such shareholders' meeting at the main office of the
Bank. No notice of the first regular meeting shall be necessary if held as
herein above provided. Thereafter, regular meetings of the Board of Directors
shall be held, without notice, at the main office, on the schedule established
by the Board at the first regular meeting, or on such other schedule or at such
other place as the Board may from time to time designate.
SECTION 2.08. Special Meetings. Special meetings of the Board of Directors
may be called at any time by the Chairman of the Board or the President or by a
majority of the Board of Directors by vote at a meeting, or in writing with or
without a meeting. A special meeting of the Board of Directors shall be held on
such date and at such time and place as may be designated from time to time by
the Board of Directors. In the absence of such designation the meeting shall be
held at the main office of the Bank.
SECTION 2.09. Notice of Special Meetings. The Secretary, an Assistant
Secretary, or the secretary to the Board shall give notice to each director of
each special meeting of the Board of Directors. The notice shall include the
time and place of the meeting. Notice is given to a director when it is
delivered personally, left at the director's residence or usual place of
business, or sent by telegraph,
<PAGE>
telephone or telefax at least 24 hours before the time of the meeting or, in the
alternative by mail to his address as it shall appear on the records of the
Bank, at least 72 hours before the time of the meeting. The notice need not
state the business to be transacted at or the purposes of any special meeting of
the Board of Directors. Any meeting of the Board of Directors may adjourn from
time to time to reconvene at the same or some other place, and no notice need be
given of any such adjourned meeting other than by announcement.
SECTION 2.10. Action by Directors. Unless the Articles of Incorporation,
applicable law or these By-Laws require a greater proportion, the action of a
majority of the directors present at a meeting at which a quorum is present is
action of the Board of Directors. A majority of the entire Board of Directors
shall constitute a quorum for the transaction of business. In the absence of a
quorum, the directors present by majority vote and without notice other than by
announcement may adjourn the meeting from time to time until a quorum shall
attend. At any such reconvenement of an adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been
transacted at the original meeting.
SECTION 2.11. Compensation. The Bank may provide compensation and
reimbursement of expenses for service on the Board of Directors or on committees
thereof, pursuant to a resolution of directors. A director who serves the Bank
in any other capacity also may receive compensation for such other services
subject to any applicable restrictions on limitations imposed by law or
otherwise on related party transactions.
SECTION 2.12 Meetings by Telephone or Other Communications Facilities.
Unless otherwise required by applicable law, the Board of Directors may meet by
telephone or other electronic communication means provided that each director
attending such meeting can hear the voice or a electronically generated
reproduction of the voice of each other director attending such meeting.
SECTION 2.13. Advisory Boards. The Chairman of the Board may establish one
or more Advisory Boards and appoint the members from time to time. No one shall
be appointed a member of an Advisory Board after attaining the age of 70 years.
Appointments to Advisory Boards shall be reported to the Board of Directors.
ARTICLE III.
COMMITTEES
SECTION 3.01. Committees. The Board of Directors may appoint an Executive
Committee, an Audit Committee, a Management and Compensation Committee and such
other committees, composed of two or more directors and may delegate to these
committees any of the powers of the Board of Directors, except the power to
declare dividends or other distributions on stock, elect directors, issue stock,
recommend to the shareholders any action which requires shareholder approval,
and amend the By-Laws.
SECTION 3.02. Executive Committee. The Executive Committee shall be
composed of not less than six nor more than nine directors, as the Board of
Directors shall deem proper, of which the Chairman of the Board, the Chief
Executive Officer and, if so designated by the Chairman of the Board and the
Chief Executive Officer, the President shall be permanent members. The members
of the Executive Committee shall serve at the pleasure of the Board of
Directors, and any permanent member of the Committee shall have the power to
make temporary appointments to the Executive Committee of members of the
<PAGE>
Board of Directors to act in the place and stead of members of the Executive
Committee who temporarily cannot attend its meetings. The Executive Committee
shall have and may exercise all of the powers of the Board of Directors during
intervals between meetings thereof, except functions reserved to the Board by
Section 3.01 hereof.
Regular meetings of the Executive Committee shall be held, without notice,
at the main office of the Bank on the schedule established by the Board at the
first regular meeting following the annual meeting of shareholders, or on such
other schedule or at such other place as the Board may from time to time
designate. Special meetings of the Executive Committee may be held at any time
and place upon call of any permanent member of the Committee or any two other
members of the Committee, and upon such notice as the Committee may prescribe.
SECTION 3.03. Audit Committee. The Audit Committee shall be composed of at
least three directors, none of whom may be an officer of the Bank. The Audit
Committee shall at least once each 12 months meet to make suitable examinations
of the fiduciary and other trust activities of the Bank, or cause suitable
examinations to be made by auditors responsible to the Board of Directors. The
examination shall ascertain whether the such activities have been administered
in accordance with applicable laws, rules and regulations and sound fiduciary
principles. The Audit Committee at least once during each calendar year and
within 15 months of the last such examination shall also make an examination
into the affairs of the Bank, or cause suitable examinations to be made by
auditors responsible to the Board of Directors, and report the result of such
examination in writing to the Board at the next regular meeting thereafter. Such
report shall state whether the Bank is in sound condition and whether adequate
internal controls and procedures are being maintained, and shall recommend to
the Board such changes in the manner of conducting the affairs of the Bank as
shall be deemed advisable.
SECTION 3.04. Management and Compensation Committee. The Management and
Compensation Committee shall be composed of at least three directors none of
whom may be an officer of the Bank. The Management and Compensation Committee
shall advise the Chief Executive Officer on major policy decisions, review and
recommend appropriate compensation for executive officers, be responsible for
nominating the individuals to serve on the Board of Directors and assume such
other duties as may be assigned by the Board of Directors from time to time.
SECTION 3.05. Committee Procedure. Each committee may fix rules of
procedure for its business. A majority of the members of a committee shall
constitute a quorum for the transaction of business and the act of a majority of
those present at a meeting at which a quorum is present shall be the act of the
committee. In addition to temporary appointments permitted by Section 3.02, the
members of a committee present at any meeting, whether or not they constitute a
quorum, may appoint a director to act in the place of an absent member. The
minutes of meetings of each committee shall be submitted to the Board of
Directors at the next regular meeting of the Board.
SECTION 3.06. Emergency. In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Bank by its directors and officers as contemplated by the Articles of Bank
and the By-Laws, any two or more available members of the then incumbent
Executive Committee shall constitute a quorum of that Committee for the full
conduct and management of the affairs and business of the Bank in accordance
with the provisions of Section 3.01. In the event of the unavailability, at such
time, of a minimum of two members of the then incumbent Executive
<PAGE>
Committee, the available directors shall elect an Executive Committee consisting
of any two members of the Board of Directors, whether or not they be officers of
the Bank, which two members shall constitute the Executive Committee for the
full conduct and management of the affairs of the Bank in accordance with the
foregoing provisions of this Section. This Section shall be subject to
implementation by resolution of the Board of Directors passed from time to time
for that purpose, and any provisions of the By-Laws (other than this Section)
and any resolutions which are contrary to the provisions of this Section or to
the provisions of any such implementary resolutions shall be suspended until it
shall be determined by any interim Executive Committee acting under this Section
that it shall be to the advantage of the Bank to resume the conduct and
management of its affairs and business under all the other provisions of the
By-Laws.
ARTICLE IV.
OFFICERS
SECTION 4.01. Executive and Other Officers. The Bank shall have a
President and one or more Executive Vice-Presidents who shall be the executive
officers of the Bank. It may have a Chairman of the Board and one or more Vice
Chairmen of the Board. The Chairman of the Board and any Vice Chairman of the
Board shall be executive officers if they are designated as executive officers
by the Board of Directors of the Bank. The Board of Directors may designate who
will serve as the Chief Executive Officer, having general supervision of the
business and affairs of the Bank, or as chief operating officer, having general
supervision of the operations of the Bank; in the absence of designation, the
President shall serve as Chief Executive Officer and chief operating officer.
The Bank also shall have a Secretary and also may have such Vice-Presidents,
assistant officers, and subordinate officers as may be established by the Board
of Directors. A person may hold more than one office in the Bank but may not
serve concurrently as both President and Vice-President or as President and
Secretary of the Bank. The Chairman of the Board and the President shall be
directors; the other officers may be directors.
SECTION 4.02. Chairman of the Board. The Chairman of the Board, if one be
elected, shall preside at all meetings of the Board of Directors and of the
shareholders at which he or she shall be present; and, in general, the Chairman
of the Board shall perform all duties as are from time to time assigned to him
or her by the Board of Directors.
SECTION 4.03. Chairman of the Executive Committee. The Chairman of the
Executive Committee, if one be elected, shall preside at all meetings of the
Executive Committee at which he or she shall be present; and, in general, he or
she shall perform all duties as are from time to time assigned to him or her by
the Board of Directors.
SECTION 4.04. Chief Executive Officer. The Chief Executive Officer, in the
absence of the Chairman of the Board, shall preside at all meetings of the Board
of Directors and of the shareholders at which he or she shall be present; he or
she may on behalf of the Bank grant secured or unsecured loans, purchase or
discount bills, notes and trade paper, borrow money and pledge assets, purchase
or sell securities, accept trust appointments and delegate any such powers to
other officers and employees; and, in general, he or she shall perform all
duties usually performed by a chief executive officer of a corporation and such
other duties as are from time to time assigned to him or her by the Board of
Directors or the chief executive officer of the Bank.
<PAGE>
SECTION 4.05. President. The President, in the absence of the Chairman of
the Board and the Chief Executive Officer shall preside at all meetings of the
Board of Directors and the shareholders at which he or she shall be present. The
President, at the request of the Board of Directors or the Chairman of the Board
or in the Chief Executive Officer's absence or during his or her inability to
act shall perform the duties and exercise the functions of the Chief Executive
Officer, and when so acting shall have the powers of the Chief Executive
Officer.
SECTION 4.06 Vice-Presidents. The Vice-President or Vice-Presidents, at
the request of the Board of Directors, the chief executive officer or the Chief
Executive Officer or in the President's absence or during his or her inability
to act, shall perform the duties and exercise the functions of the President,
and when so acting shall have the powers of the President. If there are more
than one Vice-Presidents, the Board of Directors may determine which one or more
of the Vice-Presidents shall perform any of such duties or exercise any of such
functions, or if such determination is not made by the Board of Directors, the
chief executive officer or President may make such determination; otherwise any
of the Vice-Presidents may perform any of such duties or exercise any of such
functions. The Vice-President or Vice-Presidents shall have such other powers
and perform such other duties, and have such additional descriptive designations
in their titles (if any), as are from time to time assigned to them by the Board
of Directors, the chief executive officer, or the President.
SECTION 4.07. Secretary. The Secretary shall keep the minutes of the
meetings of the stockholders, of the Board of Directors, and of any committees,
in books provided for the purpose; he or she shall see that all notices are duly
given in accordance with the provisions of the By-Laws or as required by
applicable law; he or she shall be the custodian of the records of the Bank; he
or she may witness all documents on behalf of the Bank, the execution of which
is duly authorized, see that the corporate seal is affixed where such document
is required to be under its seal, and, when so affixed, may attest the same;
and, in general, he or she shall perform all duties incident to the office of a
secretary of a bank, and such other duties as are from time to time assigned to
him or her by the Board of Directors, chief executive officer, or the President.
SECTION 4.08. Assistant and Subordinate Officers. The assistant and
subordinate officers of the Bank are all officers below the office of
Vice-President or Secretary. The assistant or subordinate officers shall have
such duties as are from time to time assigned to them by the Board of Directors,
the chief executive officer, or the President, or the officer in charge of the
division, region, or department of the Bank to which the assistant or
subordinate officer is assigned.
SECTION 4.09. Election, Appointment, Tenure and Removal of Officers. The
Board of Directors shall be responsible for the election and appointment of the
officers. In the absence of a resolution of the Board of Directors or the
Executive Committee requiring Board of Directors approval, any officer who is
not the head of a division of the Bank or a Senior Vice President or above may
be appointed by the Chairman of the Board, the Chief Executive Officer or the
President. The Chairman of the Board, the Chief Executive Officer and the
President serve for one year. All other officers shall be elected or appointed
to hold their offices, respectively, during the pleasure of the Board. The Board
of Directors (or, as to any officer appointed in accordance herewith, the
Chairman of the Board, the Chief Executive Officer or the President) may remove
<PAGE>
an officer at any time. The removal of an officer does not prejudice any of his
or her contract rights. The Board of Directors (or, as to any officer appointed
in accordance herewith, the Chairman of the Board, the Chief Executive Officer
or the President) may fill a vacancy which occurs in any office for the
unexpired portion of the term.
SECTION 4.10. Compensation. The Board of Directors shall have power to fix
the salaries and other compensation and remuneration, of whatever kind, of all
officers of the Bank. It may authorize any committee or officer of the Bank to
fix the salaries, compensation and remuneration.
ARTICLE V.
CAPITAL STOCK
SECTION 5.01. Certificates for Stock. Each shareholder is entitled to
certificates which represent and certify the shares of stock such shareholder
holds in the Bank. Each stock certificate shall include on its face the name and
location of the Bank, the name of the shareholder or other person to whom it is
issued, and the class of stock and number of shares it represents. It shall be
in such form, not inconsistent with law or with the Articles of Incorporation,
as shall be approved by the Board of Directors or any officer or officers
designated for such purpose by resolution of the Board of Directors. Each stock
certificate shall be signed by the Chairman of the Board, the President, or a
Vice-President, and countersigned by the Secretary or an Assistant Secretary.
Each certificate may be sealed with the actual seal of the Bank or a facsimile
of it or in any other form and the signatures may be either manual or facsimile
signatures. Each certificate shall recite on its face that the stock represented
thereby is transferable only upon the books of the Bank properly endorsed. A
certificate is valid and may be issued whether or not an officer who signed it
is still an officer when it is issued.
SECTION 5.02. Stock Ledger and Transfers. The Bank shall maintain a stock
ledger which contains the name and address of each shareholder and the number of
shares of stock of each class which the shareholder holds. Shares of stock shall
be transferable only on the books of the Bank, and a transfer book shall be kept
in which all transfers of stock shall be recorded. Every person becoming a
shareholder by such transfer shall, in proportion to his shares, succeed to all
rights of the prior holder of such shares.
SECTION 5.03. Record Date and Closing of Transfer Books. The Board may
prescribe a period prior to any shareholders' meeting, not exceeding 22 days,
during which no transfer of stock on the books of the Bank may be made.
Transfers of stock shall not be suspended preparatory to the declaration or
payment of dividends. Cash dividends shall be paid to the shareholders in whose
name the stock shall stand on the books of the Bank at the date of the
declaration of such cash dividend or at such later date as the Board may fix.
ARTICLE VI.
SUNDRY PROVISIONS
SECTION 6.01. Fiscal Year. The fiscal year of the Bank shall be the 12
calendar months period ending December 31 in each year, unless otherwise
provided by the Board of Directors.
SECTION 6.02. Books and Records. The Bank shall keep correct and complete
books and records of its accounts and transactions and
<PAGE>
minutes of the proceedings of its shareholders and Board of Directors and of any
committee thereof when exercising any of the powers of the Board of Directors.
The books and records of the Bank may be in written form or in any other form
which can be converted within a reasonable time into written form for visual
inspection. Minutes shall be recorded in written form but may be maintained in
the form of a reproduction.
SECTION 6.03. Corporate Seal. The Secretary shall provide a seal, bearing
the name of the Bank, which shall be in the charge of the Secretary. The Board
of Directors may authorize one or more duplicate seals and provide for the
custody thereof.
SECTION 6.04. Bonds. All officers and employees of the Bank shall be
bonded by responsible corporate sureties and in such sums as may be determined
by the Board of Directors.
SECTION 6.05. Voting Upon Shares in Other Corporations. Stock of other
corporations or Banks, registered in the name of the Bank, may be voted by the
Chairman of the Board, the President, a Vice-President, or a proxy appointed by
any of them. The Board of Directors, however, may by resolution appoint some
other person to vote such shares, in which case such person shall be entitled to
vote such shares upon the production of a certified copy of such resolution.
SECTION 6.06. Mail. Any notice or other document which is required by
these By-Laws to be given in writing shall be hand delivered, delivered by
overnight courier, delivered by telefax or other electronic communication means
or deposited in the United States mails, postage prepaid.
SECTION 6.07. Execution of Documents. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered, or
accepted on behalf of the Bank by the Chairman of the Board, or the President,
or any Vice-President, or the Secretary. By resolution, the Board of Directors
may grant additional specific or general authority relating to any signing,
execution, acknowledgment, verification, delivery, or acceptance on behalf of
the Bank. A person who holds more than one office in the Bank may not act in
more than one capacity to execute, acknowledge, or verify an instrument required
by law to be executed, acknowledged, or verified by more than one officer.
SECTION 6.08. Banking Hours. The Board of Directors shall designate, or
delegate to an officer the authority to designate, the hours that each office of
the Bank shall be open for the transaction of business.
SECTION 6.09. Inspection. A copy of the By-Laws, with all amendments
thereto, shall at all times be kept in a convenient place at the main office of
the Bank, and shall be open for inspection to all shareholders, during banking
hours.
SECTION 6.10. Amendments. Subject to the special provisions of Section
2.02, (a) any and all provisions of these By-Laws may be altered or repealed and
new by-laws may be adopted at any annual meeting of the shareholders, or at any
special meeting called for that purpose, and (b) the Board of Directors shall
have the power, at any meeting thereof, to make and adopt new by-laws, or to
amend, alter or repeal any of the By-Laws of the Bank.
<PAGE>
SECTION 6.11. Indemnification of Directors and Officers.
(a) With respect to any administrative proceeding or civil action not
initiated by a federal banking agency, the Bank shall indemnify (i) its
directors to the fullest extent permitted by the laws of the State of Maryland
now or hereafter in force, including the advance of expenses under the
procedures provided by such laws; (ii) its officers to the same extent as its
directors; (iii) its officers who are not directors to such further extent as
shall be authorized by the affirmative vote of a majority of its Board of
Directors and be consistent with such laws; and (iv) its other employees and
agents to the extent as shall be authorized by the affirmative vote of a
majority of its Board of Directors and be consistent with such laws.
(b) With respect to any administrative proceeding or civil action
initiated by a federal banking agency against any director, officer or other
institution affiliated party of the Bank (as defined in 12 U.S.C. 1813(u) as
amended from time to time), the Bank shall make such indemnification payments to
such person as are (i) reasonable and consistent with the provisions of 12
U.S.C. 1828(k) and the implementing regulations thereunder each as amended from
time to time and (ii) permitted by the laws of the State of Maryland now or
hereafter in force.
(c) The Bank may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee, or agent of the Bank to the extent
as shall be authorized by the affirmative vote of a majority of its Board of
Directors and be consistent with the general laws of the State of Maryland now
or hereafter in force; however, the Bank shall not purchase or maintain
insurance on behalf of its directors, officers, employees or agents against
expenses, penalties, or other payments incurred in an administrative proceeding
or action instituted by an appropriate bank regulatory agency which proceeding
or action results in a final order assessing civil money penalties or requiring
affirmative action by a director, officer, employee or agent in the form of
payments to the Bank.
<PAGE>
Exhibit 6
Consent of Trustee
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, in connection with the issuance by CIT Group, Inc., we hereby consent
that reports of examination by Federal, state, territorial or district
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.
ALLFIRST BANK
By: /s/Robert D. Brown
------------------
Robert D. Brown
Vice President
<PAGE>
Exhibit 7
Report of Condition Consolidating Domestic and Foreign Subsidiaries of ALLFIRST
Bank, Baltimore, Maryland at the close of business on June 30, 2000 published in
response to call made by Comptroller of the Currency, under Title 12, United
States Code, Section 161, Charter No. 04822, Comptroller of the Currency,
Richmond District.
CONSOLIDATED REPORT OF CONDITION
(Dollars in Thousands)
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances
and currency and coin .................... $ 872,081
Interest-bearing balances .................. 1,608
Securities:
Held-to-maturity securities ................... -0-
Available-for-sale securities ................. 4,012,517
Federal funds sold and securities purchased
under agreements to resell .................... 184,810
Loans and lease financing receivables:
Loans and leases, net of unearned income ...... 10,924,252
LESS: Allowance for loan and lease losses ..... 154,697
LESS: Allocated transfer risk reserve ......... 1,400
Loans and leases, net of unearned income,
allowance, and reserve ..................... 10,768,155
Trading assets .................................. 237,671
Premises and fixed assets (including
capitalized leases) ........................... 184,688
Other real estate owned ......................... 9,975
Investments in unconsolidated subsidiaries
and associated companies ...................... 70,010
Customers' liability to this bank
on acceptances outstanding .................... 10,635
Intangible assets ............................... 70,574
Other assets .................................... 512,106
TOTAL ASSETS ............................... $ 16,934,830
============
<PAGE>
LIABILITIES
Deposits:
In domestic offices ....................................... $ 11,610,587
Noninterest-bearing .................................. 2,833,001
Interest-bearing ..................................... 8,777,586
In foreign offices, Edge and Agreement
subsidiaries, and IBFs .................................. 539,988
Noninterest-bearing .................................... 0
Interest-bearing ....................................... 539,988
Federal funds purchased and securities
sold under agreements to repurchase ....................... 2,004,182
Demand notes issued to the U.S. Treasury .................... 142,009
Trading liabilities ......................................... 70,227
Other borrowed money:
With a remaining maturity of one year or less ............. 260,000
With a remaining maturity of more than one year
through three years ..................................... 200,000
With a remaining maturity of more than three
years ................................................... 179
Bank's liability on acceptances
executed and outstanding .................................. 10,635
Subordinated notes and debentures ........................... 189,000
Other liabilities ........................................... 529,988
TOTAL LIABILITIES ...................................... $ 15,556,795
------------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ............... 0
Common Stock ................................................ 18,448
Surplus ..................................................... 765,562
Undivided profits and capital reserves ...................... 676,250
Net unrealized holding gains (losses)
on available-for-sale securities .......................... (82,225)
Cumulative foreign currency translation
adjustments ............................................... -0-
TOTAL EQUITY CAPITAL ................................... $ 1,378,035
TOTAL LIABILITIES AND EQUITY CAPITAL ................... $ 16,934,830
============
