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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of Eligibility and Qualification Under the
Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee
__X__Check if an application to determine eligibility
of a trustee pursuant to section 305(b)(2)
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
(Exact name of trustee as specified in its charter)
300 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071 13-3347003
(Address of principal (I.R.S. Employer
executive offices) Identification No.)
Advanta Mortgage Conduit Services, Inc.
(Exact name of obligor as specified in its charter)
DELAWARE 23-2532654
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
10790 Rancho Bernardo Road
San Diego, California 92127
(Address of principal executive offices) (Zip Code)
$247,500,000.00 Advanta Revolving Home Equity Loan Trust 1999-A
Advanta Revolving Home Equity Loan Asset-Backed Notes
Series 1999-A
$247,500,000.00 Class A Notes, Variable Interest Rate
(Title of the Indenture Securities)
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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.
NAME ADDRESS
Office of the Comptroller 1114 Avenue of the
of the Currency Americas, Suite 3900
New York, New York 10036
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Item 16. List of Exhibits
Exhibit 1 -
Articles of Association as amended on July 29, 1994.
Exhibit 2 -
Certificate of the Comptroller of the Currency dated April 5, 1999.
Exhibit 3 -
Certification of Fiduciary Powers dated April 5, 1999.
Exhibit 4 -
Existing By-Laws of Bankers Trust Company of California, N.A. as amended
dated November 18, 1998.
Exhibit 5 -
Not Applicable.
Exhibit 6 -
Consent of Bankers Trust Company of California, N.A. required by Section
321(b) of the Act.
Exhibit 7 -
Reports of Condition of Bankers Trust Company of California, N.A., dated as of
September 30, 1998.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Bankers Trust Company of California, N.A., a national banking
association, organized and existing under the laws of the United States, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the city of Irvine, and State of
California, on the 14th day of May, 1999.
Bankers Trust Company of California, N.A.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
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Comptroller of the Currency
Administrator of National Banks
Washington, D.C. 20219
CERTIFICATE
I, John D. Hawke, Jr. Comptroller of the Currency, do hereby certify
that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.
2. "Bankers Trust Company of California, National Association," Los Angeles,
California, (Charter No. 18608) is a National Banking Association formed under
the laws of the United States and is authorized thereunder to transact the
business of banking and exercise Fiduciary Powers on the date of this
Certificate.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
caused my seal of office to be affixed to these presents at the
Treasury Department in the City of Washington and District of
Columbia, this 5th day of April 1999.
/s/ John D. Hawke, Jr.
Comptroller of the Currency
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Comptroller of the Currency
Administrator of National Banks
Washington, D.C. 20219
Certificate of Fiduciary Powers
I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify
that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.
2. "Bankers Trust Company of California, National Association," Los Angeles,
California, (Charter No. 18608), was granted, under the hand and seal of the
Comptroller, the right to act in all fiduciary capacities authorized under the
provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12
U.S.C. 92a, and that the authority so granted remains in full force and effect
on the date of this Certificate.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my
seal of office to be affixed to these presents at the Treasury
Department in the City of Washington and District of Columbia, this
5th day of April 1999.
/s/ John D. Hawke, Jr.
Comptroller of the Currency
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CERTIFICATE
I, Judy Gomez, do hereby certify that:
1. I am Assistant Secretary of BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
(formerly known as BT trust Company of California, National Association), a
corporation duly organized and validly existing under the laws of the United
State of America (the "Company");
2. Attached hereto is a true, correct and complete copy of
the By-Laws of the Company as in effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
BANKERS TRUST COMPANY OF CALIFORNIA, N.A. this 14th day of May, 1999.
/s/ Judy L. Gomez
Assistant Secretary
EXHIBIT A
BANKERS TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION
BY-LAWS
ARTICLE I
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Meetings of Shareholders
Section 1.1. Annual Meeting. The regular annual meeting of the
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 Association, 400 South Hope Street, Los Angeles, California or
such other places as the Board of Directors may designate, at 11 a.m. on the
third Wednesday of March of each year. Notice of such meeting shall be
mailed, postage prepaid, at least ten days prior to the date thereof,
addressed to each shareholder at his address appearing on the books of the
Association. If, for any cause, an election of directors is not made on the
said 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 1.2. Special Meetings. Except as otherwise specifically
provided by statue, special meetings of the shareholders may be called for any
purpose at any time by the Board of Directors or by any one or more
shareholders owning, in the aggregate, not less than twenty five percent (25%)
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of the stock of the Association. Every such special meeting, unless otherwise
provided by law, shall be called by mailing, postage prepaid, not less than
ten days prior to the date fixed for such meeting, to each shareholder at his
address appearing on the books of the Association a notice stating the purpose
of the meeting.
Section 1.3. Nominations for Director. Nominations for election to
the Board of Directors may be made by the Board of Directors or by any
stockholder of any outstanding class of capital stock of the Association
entitled to vote for the election of directors. Nominations, other than those
made by or on behalf of the existing management of the Association, shall be
made in writing and shall be delivered or mailed to the President of the Bank
and to the Comptroller of the Currency, Washington, D.C., not less than 14 days
nor more than 50 days prior to any meeting of shareholders called for the
election of directors, provided however, that if less than 21 days' notice of
the meeting is given to shareholders, such nomination shall be mailed or
delivered to the President of the Bank and to the Comptroller of the Currency
not later than the close of business on the seventh day following the day on
which the notice of meeting was mailed. Such notification shall contain the
following information to the
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extent known to the notifying shareholder: (a) the name and address of each
proposed nominee; (b)the principal occupation of each proposed nominee; (c) the
total number of shares of capital stock of the Bank that will be voted for each
proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of capital stock of the Bank owned by
the notifying shareholder. Nominations not made in accordance herewith may, in
his/her discretion, be disregarded by the Chairperson of the meeting, and upon
his/her instructions, the vote tellers may disregard all votes cast for each
such nominee.
Section 1.4. Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this Association shall act as 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 with the records of the meeting.
Section 1.5 Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; and less than a quorum may
adjourn any meeting, from time to time, and the
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meeting may be held, as adjourned, without further notice. A majority of the
votes cast shall decide every question or matter submitted to the shareholders
at any meeting, unless otherwise provided by law or by the Articles of
Association.
ARTICLE II
Directors
Section 2.1. Board of Directors. The board of
directors(hereinafter referred to as the "Board"), shall have power to manage
and administer the business and affairs of the Association. Except as
expressly limited by law, all corporate powers of the Association shall be
vested in and may be exercised by said Board.
Section 2.2. Number. The Board shall consist of not less than five
nor more than twenty-five shareholders, the exact number within such minimum
and maximum limits to be fixed and determined from time to time 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; (i) exceeds by more than two the number of directors last
elected by shareholders where such number was fifteen or less; and (ii) to a
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number which exceeds by more than four the number of directors last elected by
shareholders where such number was sixteen or more, but in no event shall the
number of directors exceed twenty-five.
Section 2.3 Organization Meeting. The Secretary, upon receiving
the certificate of the judges, of the result of any election, shall notify the
directors-elect of their election and of the time at which they are required
to meet at the Main Office of the Association for the purpose of organizing
the new Board and electing and appointing officers of the Association for the
succeeding year. Such meeting shall be held on the day of the election or as
soon thereafter
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as practicable, and, in any event, within thirty days thereof.
If, at any time fixed for such meeting, there shall not be a quorum present,
the directors present may adjourn the meeting, from time to time, until a
quorum is obtained.
Section 2.4. Regular Meetings. Regular Meetings of the Board of
Directors shall be held from time to time, at such time as may be designated
from time to time by the Board of Directors and communicated to all directors.
Such meetings shall be held in the Main Office of the Association, subject to
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the provisions of Section 2.6 below, and at least one such meeting shall be
held during any two consecutive calendar months.
Section 2.5 Special Meetings. Special meetings of the Board of
Directors may be called by the Chairperson or President of the Association, or
at the request of two or more directors. Each member of the Board of
Directors shall be given notice stating the time and place, by telegram,
letter, or in person, of each such special meeting.
Section 2.6 Quorum. A majority of the directors shall constitute a
quorum at any meeting, except when otherwise provided by law; but a less
number may adjourn any meeting, from time to time , and the meeting may be
held, as adjourned, without further notice. Any one or more directors may
participate in a meeting of the Board by means of a conference telephone or
similar communications equipment which allows all persons participating in the
meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at such a meeting. The vote of a majority
of the directors present at the time of the vote, if a quorum is present at
such time, shall be the act of the Board except as may be otherwise provided
by statute or the By-Laws.
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Section 2.7. Vacancies. When any vacancy occurs among the
directors, the remaining members of the Board, in accordance with the laws of
the United States, may
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appoint a director to fill such vacancy at any regular meeting of the Board, or
at a special meeting called for the purpose.
ARTICLE III
Committees of the Board
Section 3.1. Examining Committee. There shall be an Examining
Committee appointed annually by the Board which shall consist of two
directors, who are not also officers of the Association, one of whom shall be
designated by the Board as the Chairperson thereof. Such Committee shall
conduct the annual directors' examination of the Association as required by
the Comptroller of the Currency; shall review the reports of all examinations
made of the Association by public authorities and report thereon to the Board;
and shall report to the Board such other matters as it deems advisable with
respect to the Association, its various departments and the conduct of its
operations.
In the performance of its duties, the Examining Committee may employ
or retain, from time to time, expert assistants, independent of the officers
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or personnel of the Association, to make such studies of the Association's
assets and liabilities as the Committee may request and to make an examination
of the accounting and auditing methods of the Association and its system of
internal protective controls to the extent considered necessary or advisable
in order to determine that the operations of the Association, including its
fiduciary department, are being audited by the Auditor in such a manner as to
provide prudent and adequate protection. The Committee also may direct the
Auditor to make such investigation as it deems necessary or advisable with
respect to the Association, its various departments and
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the conduct of its operations. The Committee shall hold regular quarterly
meetings and during the intervals thereof shall meet at other times on call of
the Chairperson.
Section 3.2. Investment Committee. There shall be an investment
committee composed of two directors, appointed by the board annually or more
often. The investment committee shall have the power to insure adherence to
the investment policy, to recommend amendments thereto, to purchase and sell
securities, to exercise authority regarding investment and to exercise, when
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the board is not In session, all other powers of the Board regarding
investment securities that may be lawfully delegated. The investment
committee shall keep minutes of its meetings, and such minutes shall be
submitted at the next regular meeting of the Board of Directors at which a
quorum is present, and any action taken by the board with respect thereto
shall be entered in the minutes of the Board.
Section 3.3. Other Committees. The Board of Directors may appoint,
from time to time, from its own members, other committees of one or more
persons, for such purposes and with such powers as the Board may determine.
ARTICLE IV
Officers and Employees
Section 4.1. Chairperson of the Board. The Board of Directors
shall appoint one of its members to be Chairperson of the Board to serve at
the pleasure of the Board. Such person shall preside at all meetings of the
Board of Directors. The Chairperson of the Board shall supervise the carrying
out of the policies adopted or approved by the Board; shall have general
executive powers, as well as the specific powers conferred by these By-Laws;
shall
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also have and may exercise such further powers and duties as from time
to time may be conferred upon, or assigned by the Board of Directors.
Section 4.2. President. The Board of Directors shall appoint one
of its members to be President of the Association. In the absence of the
Chairperson, the President shall preside at any meeting of the Board. The
President shall have general executive powers, and shall have and may exercise
any and all other powers and duties pertaining by law, regulation, or practice,
to the Office of the President, or imposed by these By-Laws. The President
shall also have and may exercise such further powers and duties as from time to
time may be conferred, or assigned by the Board of Directors.
Section 4.3. Vice President. The Board of Directors shall appoint
one or more Vice Presidents. Each Vice President shall have such powers and
duties as may be assigned by the Board of Directors. One Vice President shall
be designated by the Board of Directors, in the absence of the President, to
perform all the duties of the President.
Section 4.4. Secretary. The Board of Directors shall appoint a
Secretary or other designated officer who shall be Secretary of the Board and
of the Association, and shall keep accurate minutes of all meetings. The
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Secretary shall attend to the giving of all notices required by these By-Laws
to be given; shall be custodian of the corporate seal, records, documents and
papers of the Association; shall provide for the keeping of proper records of
all transactions of the Association; shall have and may exercise any and all
other powers and duties pertaining by law, regulation or practice, to the
office of the Secretary, or imposed by these By-Laws; and shall also perform
such other duties as may be assigned from time to time, by the Board of
Directors.
Section 4.5. Other Officers. The Board of Directors may appoint
one or more assistant vice presidents, one or more trust officers, one or more
assistant trust officers, one or
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more assistant secretaries, one or more assistant treasurers, and such other
officers and attorneys-in-fact as from time to time may appear to the Board of
Directors to be required or desirable to transact the business of the
Association. Such officers shall respectively exercise such powers and perform
such duties as pertain to their several offices, or as may be conferred upon,
or assigned to, them by the Board of Directors, the Chairperson of the Board,
or the President.
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Section 4.6. Tenure of Office. The President and all other
officers shall hold office for the current year for which the Board was
elected, unless they shall resign, become disqualified, or be removed; and any
vacancy occurring in the office of President shall be filled promptly by the
Board of Directors.
ARTICLE V
Trust Department
Section 5.1. Trust Department. There shall be a department of the
Association known as the trust department which shall perform the fiduciary
responsibilities of the Association.
Section 5.2. Trust Officer. There shall be a trust officer of this
Association whose duties shall be to manage, supervise and direct all the
activities of the trust department. Such person shall do or cause to be done
all things necessary or proper in carrying on the business of the trust
department according to provisions of law and applicable regulations; and
shall act pursuant to opinion of counsel where such opinion is deemed
necessary. Opinions of counsel shall be retained on file in connection with
all important matters pertaining to fiduciary activities. The trust officer
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shall be responsible for all assets and documents held by the
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Association in connection with fiduciary matters. The Board of Directors may
appoint other officers of the trust department as it may deem necessary, with
such duties as may be assigned.
Section 5.3. Trust Investment Committee. There shall be a trust
investment committee of this Association composed of two members, who shall be
capable and experienced officers and directors of the Association. All
investments of funds held in a fiduciary capacity shall be made, retained or
disposed of only with the approval of the trust investment committee; and the
committee shall keep minutes of all its meetings, showing the disposition of
all matters considered and passed upon by it. The committee shall, promptly
after the acceptance of an account for which the bank has investment
responsibilities, review the assets thereof, to determine the advisability of
retaining or disposing of such assets. The committee shall conduct a similar
review at least once during each calendar year thereafter and within 15 months
of the last review. A report of all such reviews, together with the action
taken as a result thereof, shall be noted in the minutes of the committee.
Section 5.4. Trust Audit Committee. The Board of Directors
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shall appoint a committee of two Directors, exclusive of any active officer of
the Association, which shall, at least once during each calendar year within
fifteen months of the last such audit make suitable audits of the Trust
Department or cause suitable audits to be made by auditors responsible only to
the Board of Directors, and at such time shall ascertain whether the
department has been administered in accordance with law, 12 Code of Federal
Regulations, Section 9, and sound fiduciary principles.
Section 5.5. 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.
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Section 5.6. Trust Investments. Funds held in a fiduciary capacity
shall be invested in accordance with the instrument establishing the fiduciary
relationship and appropriate local law. Where such instrument does not
specify the character and class of investments to be made and does not vest in
the bank a discretion In the matter, funds held pursuant to such instrument
shall be invested in investments in which corporate fiduciaries may invest
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under appropriate local law.
ARTICLE VI
Stock and Stock Certificate
Section 6.1. Transfers. Shares of stock shall be transferable on
the books of the Association, 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 6.2. Stock Certificates. Certificates of stock shall bear
the signature of the President (which may be engraved, printed or impressed),
and shall be signed manually or by facsimile process by the Secretary,
Assistant Secretary, Cashier, Assistant Cashier, or any other officer
appointed by the Board of Directors for that purpose, to be known as an
Authorized Officer, and the seal of the Association shall be engraved thereon.
Each certificate shall recite on its face that the stock represented thereby
is transferable only upon the books of the Association properly endorsed.
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ARTICLE VII
Corporate Seal
The President, the Cashier, the Secretary or any Assistant
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Cashier or Assistant Secretary, or other officer thereunto designated by the
Board of Directors, shall have authority to affix the corporate seal to any
document requiring such seal, and to attest the same. Such seal shall be
substantially in the following form:
(Impression)
( of )
( Seal )
ARTICLE VIII
Miscellaneous Provisions
Section 8.1. Fiscal Year. The Fiscal Year of the Association shall
be the calendar year.
Section 8.2. Execution of Instruments. 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 in behalf of the Association by the Chairperson of the
Board, or the President, or any Vice President, or the Secretary, or the
Cashier, or, if in connection with exercise of fiduciary powers of the
Association, by any of said officers or by any Trust Officer. Any such
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instruments may also be executed, acknowledged, verified, delivered or
accepted in behalf of the Association in such other manner and by such other
officers as the Board of
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Directors may from time to time direct. The provisions of this Section 8.2.
are supplementary to any other provision of these By-Laws.
Section 8.3. Records. The Articles of Association, the By-Laws and
the proceedings of all meetings of the shareholders, the Board of Directors,
and standing committees of the Board, shall be recorded in appropriate minute
books provided for the purpose. The minutes of each meeting shall be signed
by the Secretary, or other officer appointed to act as Secretary of the
meeting.
ARTICLE IX
By-Laws
Section 9.1. 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 Association, and shall be open for inspection to all
shareholders, during banking hours.
Section 9.2. Amendments. The By-Laws may be amended, altered or
repealed, at any regular meeting of the Board of Directors, by a vote
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of a majority of the total number of the Directors.
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BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
CERTIFICATE
I, Judy L. Gomez, do hereby certify that:
1. I am the duly elected Assistant Vice President of Bankers Trust Company
of California, N.A. (the "Association").
2. Attached hereto as Exhibit A is a true copy of the Articles of
Association of BT Trust Company of California, National Association, as filed
with the Comptroller of the Currency, Northeastern District, on February 13,
1986 (the "Articles of Association").
3. On March 16, 1987, at a special meeting of the Shareholders of BT Trust
Company of California, National Association, the following resolution and
amendment to Article FIRST of the Articles of Association was adopted:
RESOLVED, that the amendment of the First Article of Association is hereby
approved, shall be effective immediately, and shall read as follows:
FIRST: The title of this Association shall be
"Bankers Trust Company of California, National
Association".
The foregoing amendment to the Articles of Association was duly approved by
the Board of Directors of Bankers Trust Company of California, N.A. on March 16,
1987.
4. Attached hereto as Exhibit B is a copy of the approval of the resolution
and amendment to Article FIRST of the Articles of Association.
5. On January 17, 1992, at a special meeting of the Shareholders of Bankers
Trust Company of California, National Association, the following resolution and
amendment to Article FIFTH of the Articles of Association
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was adopted:
RESOLVED, that Bankers Trust Holding, Inc., the sole shareholder of
Bankers Trust Company of California, N.A. ("BTCal"), hereby approves
of the amendment to the first paragraph of Article FIFTH of the
Articles of Association of BTCal, to read as follows:
The authorized amount of capital stock of this Association shall
be 500,000 shares of common stock of the par value of One Hundred
Dollars and no cents ($100.00) each; but said capital stock may
be increased or decreased from time to time, in accordance with
the provisions of the laws of the United States.
The foregoing amendment of the Articles of Association was duly approved by the
Board of Directors of Bankers Trust Company of California, N.A. on January 7,
1992.
6. Attached hereto as Exhibit C is a copy of the official certification of
the approval of the Office of the Comptroller of the Currency with respect to
said amendment to Article FIFTH of the Articles of Association.
7. The Association's Articles of Association, as amended, have not been
modified or rescinded and are in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have set my hand and the seal of this Association
this 14th day of May, 1999.
/s/ Judy L. Gomez
Judy L. Gomez
Assistant Vice President
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EXHIBIT A
BT TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION
ARTICLES OF ASSOCIATION
For the purpose of organizing an association to carry on the business of a
limited purpose trust company under the laws of the United States, the
undersigned do enter into the following articles of association:
FIRST: The title of this Association shall be "BT Trust Company
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of California, National Association".
SECOND: The main office of the Association shall be in the City of Los
Angeles, County of Los Angeles, State of California. The general business of the
Association shall be conducted at its main office and its branches.
THIRD: The Board of Directors of this Association shall consist of not
less than five nor more than twenty-five shareholders, the exact number of
Directors within such minimum and maximum limits to be fixed and determined from
time to time by resolution of a majority of the full Board of Directors or by
resolution of the shareholders at any annual or special meeting thereof. Each
director, during the full term of his or her directorship, shall own a minimum
of $1,000 aggregate par value of stock of this association or a minimum par
market value or equity interest of $1,000 of stock in the bank holding company
controlling this association. Unless otherwise provided by the laws of the
United States, any vacancy in the Board of Directors for may reason, including
an increase in the number thereof, may be filled by action of the Board of
Directors.
FOURTH: The annual meeting of the shareholders for the election of
Directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office or such other place as the Board
of Directors may designate, on the day of each year specified therefor in the
By-Laws, but if no election is held on that day, it may be held on any
subsequent day according to the provisions of law; and all elections shall be
held according to such lawful regulations as may be prescribed by the Board of
Directors.
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Nominations for election to the Board of Directors may be made by the
Board of Directors or by any shareholder of any outstanding class of capital
stock of the Association entitled to vote for election of directors. Nominations
other than those made by or on behalf of the existing management of the
Association, shall be made in writing and shall be delivered or mailed to the
President of the Association and to the Comptroller of the Currency, Washington,
D.C., not less than 14 days nor more than
-2-
50 days prior to any meeting of shareholders called for the election of
directors; provided, however, that if less than 21 days' notice of the meeting
is given to shareholders, such nomination shall be mailed or delivered to the
President of the Association and to the Comptroller of the Currency not later
than the close of business on the seventh day following the day on which the
notice of meeting was mailed. Such notification shall contain the following
information to the extent known to the notifying shareholder: (a) the name and
address of each proposed nominee; (b) the principal occupation of each proposed
nominee; (c) the total number of shares of capital stock of the Association that
will be voted for each proposed nominee; (d) the name and Residence address of
the notifying shareholder; and (e) the number of shares of capital stock of the
Association owned by the notifying shareholder. Nominations not made in
accordance herewith may, in his/her discretion, be disregarded by the
chairperson of the meeting, and upon his/her instructions,
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the vote tellers may disregard all votes cast for each such nominee.
FIFTH: The authorized amount of capital stock of this Association
shall be 5,000 shares of common stock of the par value of One Hundred Dollars
and no cents ($100.00) each; but said capital stock may be increased or
decreased from time to time, in accordance with the provisions of the laws of
the United States.
No holder of shares of the capital stock of any class of the
Association shall have any pre-emptive or preferential right of subscription to
any shares of any class of stock of the Association, whether now or hereafter
authorized, or to any obligations convertible into stock of the Association,
issued, or sold, nor any right of subscription thereto other than such, if any,
as the Board of Directors, in its discretion may from time to time determine and
at such price as the Board of Directors may from time to time fix.
If the capital stock is increased by a stock dividend, each share
holder shall be entitled to his/her proportionate amount of such increase in
accordance with the number of shares of capital sock owned by him/her at the
time the increase is authorized by the shareholders, unless another time
subsequent to the date of the shareholders' meeting is specified in a resolution
adopted by the shareholders at the time the increase is authorized.
The Association, at any time and from time to time, may authorize and
issue debt obligations, whether or not subordinated, without the approval of the
shareholders.
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-3-
SIXTH: The Board of Directors (a majority of whom shall be a quorum to
do business) shall appoint one of its members to be President of the Association
who shall hold office (unless he shall become disqualified or be sooner removed
by a two-thirds vote of the members of the Board) for the term for which he was
elected a Director. The Board of Directors may appoint one of its members to be
Chairperson of the Board, who shall perform such duties as may be designated by
it. The Board of Directors shall have power to appoint one or more
Vice-Presidents; and to appoint a Cashier and such other officers and employees
as may be required to transact the business of the Association.
The Board of Directors shall have the power to define the duties of
the officers and employees of the Association; to fix the salaries to be paid to
them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of the
Association shall be made; to manage and administer the business and affairs of
the Association; to make all by-laws that it may be lawful for them to make and
generally do and perform all acts that it may be legal for a board of directors
to do and perform.
SEVENTH: The Board of Directors shall have the power to change the
location of the main office of the Association to any other place within
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the limit of the City of Los Angeles, without the approval of the shareholders
but subject to the approval of the Comptroller of the Currency; and shall have
the power to establish or change the location of any branch or branches of the
Association to any other location, without the approval of the shareholders but
subject to the approval of the Comptroller of the Currency.
EIGHTH: The corporate existence of this Association shall continue
until terminated in accordance with the laws of the United States.
NINTH: The Board of Directors of this Association, or any three or
more shareholders owning, in the aggregate, not less than 25 percent of the
stock of this Association, may call a special meeting of shareholders at any
time. Unless otherwise provided by the laws of the United States, a notice of
the time, place, and purpose of every annual and special meeting of the
shareholders shall be given by first-class mail, postage prepaid, mailed at
least ten days prior to the date of such meeting to each shareholder of record
at her/her address as shown upon the books of the Association.
-4-
TENTH: Any person, his/her heirs, executors or administrators, may be
indemnified or reimbursed by the Association for liability and reasonable
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expenses (including amounts paid in settlement or in satisfaction of judgments
or as fines or penalties) actually incurred in connection with any claim,
action, suit, or proceeding, civil or criminal, whether or not by or in the
right of the Association, in which he/she or they shall be involved or
threatened to be involved by reason of he/her being or having been a director,
officer, or employee of the Association or of any firm, corporation, or
organization which he/she serves or has served in any such capacity at the
specific request of the Association (provided he/she so served at the specific
request of the Association in writing signed by the Chairperson of the Board or
the President and specifically referring to this Article Tenth); provided,
however, that no person shall be so indemnified or reimbursed (1) in relation to
any matter in an action, suit or proceeding as to which he/she shall finally be
adjudged to have been guilty of, or liable for, willful misconduct, gross
neglect of duty or criminal acts in the performance of his/her duties to the
Association or such firm, corporation or organization; or (2) in relation to any
matter in a claim, action, suit or proceeding which has been made the subject of
a settlement except with the approval of (a) a court of competent jurisdiction,
(b) the Board of Directors, acting by vote of Directors not parties to the same
or substantially the same action, suit or proceeding, constituting a majority of
the whole number of the Directors, or (c) the shareholders, acting by vote of a
majority of the outstanding shares of capital stock; and provided further that,
in the case of persons serving another firm, corporation or organization at the
request of the Association, the indemnity provided in this Article Tenth shall
apply only if and to the extent that, after making such efforts as the Board of
Directors or shareholders shall deem adequate under the circumstances, such
person shall be unable to obtain indemnification from such firm, corporation or
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organization. The foregoing provisions for indemnification or reimbursement
shall not be exclusive of other rights to which such person, his/her heirs,
executors or administrators, may be entitled by contract or otherwise. Unless
the context clearly requires otherwise, the term "the Association" as used in
this Article shall include any predecessor corporation.
The Association may, upon the affirmative vote of a majority of its
Board of Directors, purchase insurance for the purpose of indemnifying its
directors, officers and other employees to the extent that such indemnification
is allowed in the preceding paragraph. Such insurance may, but need not, be for
the benefit of all directors, officers, or employees.
-5-
ELEVENTH: The powers of the Association shall be limited to conducting
the business of a trust company under a national bank charter, and no amendment
to such powers may be made without the prior approval of the Comptroller of the
Currency.
TWELFTH: These Articles of Association may be amended at any regular
or special meeting of the shareholders by the affirmative vote of the holders of
a majority of the stock of the Association, voting in person or by proxy, unless
the vote of the holders of a greater amount of stock is required
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by law, and in that case by the vote of the holders of such greater amount.
IN WITNESS WHEREOF, we have hereunto set our hands on this the date appearing
opposite our names.
/s/ Peter E. Lengyel 10/7/85
Peter E. Lengyel date
/s/ Harold K. Atkins 10/7/85
Harold K. Atkins date
/s/ John L. Murphy 10/7/85
John L. Murphy date
/s/ Allan C. Martin 10/7/85
Allan C. Martin date
/s/ Rein Lumi 10/7/85
Rein Lumi date
/s/ Gerard P. Hourihan 10/7/85
Gerard P. Hourihan date
State of New York
County of New York
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Before the undersigned, a Notary Public of the State of New York
personally appeared Peter E. Lengyel, to me known, who acknowledged that he
executed the foregoing certificate for the purposes therein mentioned.
Witness my hand and seal of office this 7 day of October, 1985.
/s/ David Abramson
Notary Public
DAVID ABRAMSON
Notary Public, State of New York
No. 60-0007785
Commission Expires March 30, 1987
State of New York
County of New York
Before the undersigned, a Notary Public of the State of New York
personally appeared John L. Murphy, to me known, who acknowledged that he
executed the foregoing certificate for the purposes therein mentioned.
Witness my hand and seal of office this 7 day of October, 1985.
/s/ David Abramson
Notary Public
DAVID ABRAMSON
Notary Public, State of New York
No. 60-0007785
Commission Expires March 30, 1987
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State of New York
County of New York
Before the undersigned, a Notary Public of the State of New York
personally appeared Harold K. Atkins, to me known, who acknowledged that he
executed the foregoing certificate for the purposes therein mentioned.
Witness my hand and seal of office this 7 day of October, 1985.
/s/ David Abramson
Notary Public
DAVID ABRAMSON
Notary Public, State of New York
No. 60-0007785
Commission Expires March 30, 1987
State of New York
County of New York
Before the undersigned, a Notary Public of the State of New York
personally appeared Allan C. Martin, to me known, who acknowledged that he
executed the foregoing certificate for the purposes therein mentioned.
Witness my hand and seal of office this 7 day of October, 1985.
/s/ David Abramson
Notary Public
DAVID ABRAMSON
Notary Public, State of New York
No. 60-0007785
Commission Expires March 30, 1987
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State of New York
County of New York
Before the undersigned, a Notary Public of the State of New York
personally appeared Gerard P. Hourihan, to me known, who acknowledged that he
executed the foregoing certificate for the purposes therein mentioned.
Witness my hand and seal of office this 7 day of October, 1985.
/s/ David Abramson
Notary Public
DAVID ABRAMSON
Notary Public, State of New York
No. 60-0007785
Commission Expires March 30, 1987
State of New York
County of New York
Before the undersigned, a Notary Public of the State of New York
personally appeared Rein Lumi, to me known, who acknowledged that he executed
the foregoing certificate for the purposes therein mentioned.
Witness my hand and seal of office this 7 day of October, 1985.
/s/ David Abramson
Notary Public
DAVID ABRAMSON
Notary Public, State of New York
No. 60-0007785
Commission Expires March 30, 1987
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EXHIBIT B
BT TRUST COMPANY OF CALIFORNIA, N.A.
ARTICLES OF ASSOCIATION
Amendment No. 1
The undersigned, being a majority of the stockholders of the
Association, hereby agree to and approve of the amendment of the First Article
of Association to read as follows:
FIRST: The title of this Association shall be "Bankers Trust Company of
California, National Association." And to be effective as of the 16th day of
March, 1987.
Dated: 16th March, 1987
BANKERS TRUST NEW YORK CORPORATION
By: /s/ Richard S. Denny
Richard S. Denny, Secretary
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EXHIBIT C
Comptroller of the Currency
Administrator of National Banks
Western District Office
50 Fremont Street, Suite 3900
San Francisco, CA 94105-2292
(415) 545-5900
February 5, 1992 Charter No. 18608
Mr. David Abramson, Secretary
Bankers Trust Company of California, N.A.
280 Park Avenue
New York, New York 10017
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Re: Capital Change Control No. 92-WE-12-066
Dear Mr. Abramson:
This is in response to your letter of notification dated January 29, 1992,
concerning the issuance of $49,500,000.00 of common stock.
This letter is the official certification of the approval of the Office of the
Comptroller of the Currency given to Bankers Trust Company of California, N.A.,
Los Angeles, California, to increase its common stock from $500,000 to
$50,000,000. This issuance may be considered effective on January 22, 1992.
Very truly yours,
JOHN C. BEERS
Acting Director for Analysis
Western District
cc: Mr. R. Brent Faye
Lillick & Charles
Two Embarcadero Center
San Francisco, CA 94111-3996
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