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Complaint Castle Peak
Complaint Castle Peak
VERSUS
NOTICE OF REMOVAL
to 28 U.S.C. § 1441 and § 1446, gives notice of the removal of this suit from the Twentieth
Judicial District Court for the Parish of East Feliciana, State of Louisiana, to the United States
District Court for the Middle District of Louisiana for the reasons set forth below:
1.
Trustee, on behalf of the holders of the Castle-Peak 2011-1 Loan Trust, Mortgage-Backed Notes,
Series 2011-1, (“US Bank”) filed suit, captioned “U.S. Bank National Association, as Indenture
Trustee, on behalf of the holders of the Castle-Peak 2011-1 Loan Trust, Mortgage-Backed Notes,
Series 2011-1 v. First American Title Insurance Company” Case No. 42,262, Division A, against
Louisiana.
2.
First American was served with the suit through the Louisiana Secretary of State,
3.
This Court has original subject matter jurisdiction over this civil action based
upon diversity jurisdiction under 28 U.S.C. § 1332, because the matter in controversy exceeds
$75,000, exclusive of interest and costs, and there is complete diversity among the parties.
Therefore, this case may be removed to this Court pursuant to 28 U.S.C. § 1441.
4.
citizen of any State by which it has been incorporated and of the State where it has its principal
place of business. 28 U.S.C. § 1332 (c)(1). “Principal place of business refers to the place where
the corporation’s high level officers direct, control, and coordinate the corporation’s activities.”
Hertz Corp. v. Friend, 130 S.Ct. 1181, 1186 (2010). Thus, for purposes of diversity jurisdiction,
5.
US Bank brings this petition as “Indenture Trustee” on behalf of the holders of the
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6.
Fed. R. Civ. Proc. 17(a) provides that a “trustee of an express trust” is a “real
party in interest,” and may sue in its own name “without joining the person for whose benefit the
action is brought.” US Bank has alleged that it is the “designated assignee” of “all rights, title,
and interest” in the loan, mortgage, property and policy of title insurance at issue in its petition,
7.
indenture controls for diversity purposes. See Navarro Sav. Ass'n v. Lee, 446 U.S. 458, 465, 100
S.Ct. 1779, 1784 (1980) (trustee, as a real party in interest, may invoke the diversity jurisdiction
of the federal courts on the basis of their own citizenship without regard to the citizenship of the
trust beneficiaries); Mullins v. TestAmerica, Inc., 564 F.3d 386, 397, n.6 (5th Cir 2009)
(citizenship of a trust is that of its trustee); Manufacturers and Traders Trust Co. v. HSBC Bank
USA, N.A., 564 F.Supp.2d 261, 263 (S.D.N.Y., 2008), citing Navarro, 446 U.S. at 464-65
(holding that even though note holders retained certain powers over the trustees, the court must
look at the citizenship of the indenture trustee for diversity purposes). Therefore, the citizenship
of US Bank controls.
8.
of the Comptroller of the Currency. A national bank is deemed to be a citizen of the States in
which it is located. 28 U.S.C. § 1348 (“all national banking associations shall, for the purposes
of all other actions by or against them, be deemed citizens of the States in which they are
respectively located.”) Interpreting this statute, the Supreme Court has held that, for purposes of
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diversity jurisdiction, a national bank is a citizen of the State in which its main office is located,
as set forth in its articles of association. Wachovia Bank v. Schmidt, 546 U.S. 303, 126 S. Ct.
9.
The Articles of Association of US Bank provide that its main office is located in
Cincinnati, Ohio. See Amended and Restated Articles of Association , US Bank, N.A, attached
10.
11.
Further, the amount in controversy, exclusive of interest and costs, exceeds the
$75,000 jurisdictional minimum of 28 U.S.C. § 1332. US Bank alleges that it has suffered
“damages in excess of $120,000.” Petition, ¶ 10. “Where the plaintiff has alleged a sum certain
that exceeds the requisite amount in controversy, that amount controls if made in good faith.”
Allen v. R & H Oil & Gas Co., 63 F.3d 1326, 1335 (5th Cir. 1995). While First American denies
that US Bank is entitled to recover the amounts alleged, the amount in controversy plainly
12.
US Bank served First American with the state court petition on or about January
22, 2013. Thus, pursuant to 28 U.S.C. § 1446(b), this Notice of Removal is timely filed within
thirty days of First American’s receipt, through service or otherwise, of the initial pleading in the
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13.
being provided to counsel for Plaintiff and to the Clerk of the Twentieth Judicial District Court
for the Parish of East Feliciana, State of Louisiana, which thereby effects this removal.
14.
executed process, pleadings, and orders served upon them in this action as Exhibit 2.
Notice of Removal and prays that the captioned state court action now pending in the Twentieth
Judicial District Court for the Parish of East Feliciana, State of Louisiana, be removed to this
Court and that this Court enter any necessary orders or process in order that this suit may
Respectfully submitted,
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CERTIFICATE
I hereby certify that I have served a copy of the above and foregoing Notice of
Removal to counsel of record by facsimile, electronic mail or U.S. Mail, postage prepaid, on this
s/ Phillip J. Antis, Jr
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EXHIBIT 1
_~.AMENDEn..ANnRESTAnD~._ ,
ARTICLES OF ASSOCIATION
THIRD: The Board of Directors ofthe Associaiion shall consist ofnot less than five (5)
nor morethantwentywfive (25) 8hareholders~ the exact number of Directors within such
minimum and maximum limits to be fixed and detennip.e(} ftom time to time by resolution ofa
majority of the full Board of Dire;ctors or by resolution, of the shareholders at any annual or
specialmooti1lg, thereof. ,Unless otherwise provided by the laws of the United. States, any
vacancym the Board ofDirebtors for any reason. including ahiucrease 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 ofDirectotBlllay designate, on the day of each year
specified thereof bytbe Bylaws, but if no election is held on that day. it maybe held on any
subsequent day according to the provisionsoflaw;a:nd all elections shall be held according to
the provisions Of'law; and aU elections shall be held according to such lawful regulations as ma.y
be prescribed by the Board ofDirectots. .
1l'IFTII:The aggregate number of shares of cOnunon stock that the Association· has
authority to issue is 3.640,OOO,.all of which are of one class OnlYf each such share having a par
value of $5.00 (the "Common Stock"). The Association shall also have authority to issue
2,411~935 shares ofpreferred stock, without par value (the "Preferred Stock").
No holder of shares of the capital stock of any class of the Association shall .ll~ve any
pre~emptive or preferential right of subscription to any shares of any classnf ~tockof the
Association, whether now or hereafter autho~d) or to any obligations convertible into stock of
the Association issued or sold, not any right of subscription to any thereof other than such, if
any, as the Board of Directors, in itSdiscretiol1, may from time to time determine and at such
prlce as the Board .ofDirectors may from time to time fix.
Secti(Jn5.01~ Series A Preferred Stock. Pursuant to the provisions of this Article Fifth,
a series of Series A Non-CumulatiyePteferted Stock,. consisting of aile hund:red sixty-seven
··11iOusano"{167.000)"'shares:"ishereby .establiSlioo"W1o·-author!Zed -'to-be"isguea;-md-'ina<ld:itl:an~tcr----
sUQh mattei's s'peci~d elsewherefu 1his Article Fifth, sllch Series A Non~CumulativeP~ferted
Stock shall have the fonowing powers, preferences and relative, 'participating. optional or other
special rights and qualifications. limitations or restrictions: .
(b) Rank. The Series A Preferred Stock shall; with respect to dividend rights ana
upon Hquidation, dissolution and winding upof,the Association, rank (1) senior to all cl~sesand
series of ComntonStock of'tbe Association and to all classes and series of capital stock of the
Association now or hereafierautborized, issued or o\ltstanding, which by their terms expressly
provide that tbeyare junior to the Series APrefeuedStock as to dividend distributions and
distributions upon the liquidation, dissolution or winding up of the Association, or which do not
specify their rank (collectively with the Conunon Stock,the "Series A Junior Securities'')t (il) on
a parity with the Series B Preferred Stock and the Series C Preferred Stock and each other class
of capital. stock or series of preferred stockIssued by the Association after the date hereof, the "
terms of which specifically providetbat such class or series will rank on ~.parity with theBeries
A Preferred Stock as. to dividend distributions and distributions upon the liquidation, dissolution
or winding up of the ,Association (collectively witbthe Series B Preferred Stock ao,d the Series C
Preferred Stock, the HSeries A Parity Securities"); and (iii) junior 10 each other class of capital
~t9ck Of series of preferred stock issued by th~,Association after the date hereof; the terms of
which specifically provide that sUCh. class or .series will rank senior to the Series A Pteferred
Stock as to dividend distributions and distributions upon the liquidation" dissolution or winding
up of the Association (collectively. the t~Series ASeniorSecuritiesU ) .
(¢) Dividends. Dividends are payable on the Senes APreferred Stock as follows:
(1) The holders of shares of the· Series A Preferred Stock in preference to the
Series A Junior Secuntiesshall be entitled to receive, out of funds leg~llyavailable fot
that purpose, and whenf asfand if declared by lhe l3oardo! Directors of the Association,
di:vidends payable in cash at the ann,ualrate of eight percent (8%) of the Series A
Liquidation Value (the'·Series A Dividend Rate").
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·.3.-
(i) Upon redemption .of the Series A Preferred Stock pursuant to Section
5.01(e)heteof. notice of such redemption (a "SeriesANotice of Redemption") shall be
mailed by lll'St-class maiI, postage prepaid. not less than thirty (30) days nor more than
• .5-
Section 5.02. Series U Prefw.ed Stock. PursuanUothe provisions ofthis Article Fifth,
a senes of Series B NOl1-CumtilatiVePreferred Stock; c.onsisting of one million four hundred
:oine.tY",foUi' thousand. nine hundred thirty..:five (1;494,935) shares. is.hel'eby established ·and
authorized to be issued,and in additionto·suehmatters specified else\vhere in tbis,ArlicleFiftb.,
such SerlesBNon-CumulativePreferred Stock shallhavethefol1owingpowers,prefetences .and
rel1rtive~participating, optioIW1 or other spepial rights and qualifications, limitations or
restrictions:
(a) . Designation and Amount. The shares of Preferred Stock shall be designated as
the Series B NOll-Cl,lmulative Preferred Stock.(the "Serie$ B Preferred Stock',),and the number
of shares constitUting the Series B Preferred Stock shall be one million four hundred ninety-four
thousand nine hutldred thirty.five (1,494,935). The liquidatioh. preference of the SeriesB
PreferredStockshall beSl,OOOperShare (the "Series B Liquidation Value''').
(b) Rank. The Series BPreferred Stock shall, with respect to dividend rights and
upon liquidation, dissolution and winding up of the AssociationJ rank (i) senior to all classes and
series of Common Stock of the Association and to all classes and series of capital stock of the
Association now or hereafter authorize4•. i.Baued or outstanding. which by their terms expressly
provide that they are' junior to the SeriesB Preferred Sl6pk as· to dividend distributions and
distributions uponfue liquidation, dissolution or winding tlPof the Association, or which do not
specify their rank (collectively with the Common Stock, thc<"Series B Junior. Securities"); (il) on
a parity with the Series A Preferred Stock and the Series C Preferred Stock and each otherolass
of capital. stock or series of preferred stock issued by the Assot-iation. after the datehereoft the
terms'or Which specifically provide 11m! such classo!series will rank on a panty with the Series
B Preferred Stock as to dividend distributions and distributions upon the liquidation. dissolution
or winding up of the Association (collectively with the Series A Preferred StoCk and the Series C
Prcferwd Stock, the ~'Series BPatity. Securities");' and(iii) Junior to each other class of capital
stock or series of preferred stock issued by the Association after the date hereof:. the terms of
whichspecifica11y provide that such class or senes will rank senior 10 the SeriesB Preferred
-6-
Preferred Stock issued prior to that Series B Dividend Payment Date; provided that
dividends payable on the Series BPrefened Stock on the Series B Dividend Payment
Date immediately following the first Series B Dividend period following the Issue Date
(and any dividend payable for a period less than a full quarterly period) shall he prorated
for the period and computed on the basis ofa 3(jOwday' year of twelve 30-clay months and
the actual number of days in such Series. B Dividend Period; and provided, :further~that
dividends payable. on the Series ·B.· Preferred Stock .on .the Series B Dividend Payment
Date immediately following the first Series B Dividend Feriod following the Issue Date
51001 include' any accumulatedaud unpaiddivitieIlds· on me Realty CQmpany Series C
E:x:Yhangeable Stock exchanged for the SeriesBPreferred Stock as ofthe Exchange Date
for the then cutrent dividend period. Dividends on such SeriesB Preferred St.ock shalLbe
paid only in cash.
(d) LiquidationPreferellce,
(ii) For the purpose of this Section 5.02(d). neither the YolUlltary sale.
conveyance, exchange or . transfer·. (for cash~ shares of stock,securities or other
consideration) of all or substantiallY aU of the property' or assets ofllie Association, nor
the consolidation ·ormerger of the Association. shall be deemed to be a voluntary or
involuntary liqUidation, .·dissolutionor winding up .oJ the Association. unless. such
vol~sal~t cQnveyance$. e~change. octransfer shall be in connection 'lNith a plan of
liquidatio.n. dissolution or winding up of the Association.
(e) RedemptJon.The Series B Preferred Stock is not redeemable prior to Decernber
31,2005. On such date and o.neach fifth anruversary of such date. the Senes BPreferred Sto.ck
shall be redeemable., in Whole or in part, at the option ofthe Asso.ciation, but with the consent of
the. Co.mptroller of the Currency and any o.therappropriate regulatoryauthorlties, if required,. for
cash out of any soutceof funds legally available, ·at a redemptio~pnce equal to 100% o.fthe
SenesE LiquidationVal,ue per share plus unpaid .dividends thereon accumulated since the
immediately preceding SerfesB Dividend Payment Date (the "Series B Redemption Price"),
Any da~ of such r~emptio.n is referred to asth.e "Series B Redemption Date." If f¢wer than all
the outstanding shares of' Series B Prmrred Sto.ck are to bered(lemed, the Association will select
those to be redeemed by lot or pro· rata or by any other method as mayb.e determined .by the
Board. of Directors to be equitable. ..
·9·
(g) Reacquired. Shares. Shares ot the Series B Preferred Stock that. have been
redeemed, .purchased otollierwise acquired by the Associationa:re.not subject to reissuance or
resale as shares of Series B Preferred Stock and shall beheid in treasury. Such shares shall
revert ~o the statusofauth()rized'h~lt wlissuedshares of preferred stock~ undesignatedas .toseries,
until the 13oardo{ :Directors of the AssQaiatiol1 shall designate them ~gain for issuance. aspm.t of
aseties: " '."". ...".
-~, .,
~;- ." ........."".,...................._.",
''''"~'-'''-' --"........ , .,. ,., ......
(h) Votillg Rigbts. Except as otherwise required by applicable law, the holders of
Series B .Preferred Stock shall not have any voting rights.
Section 5.03. Se.ries C Preferred ·Stock. Pursuant fo the pro'VisiollS of this Amcle
Fiftb, a. series of Series C Non-Cwtiulativel'referred Stoc~consisting of sevenhumired fifty
thousand (750,000) shares) is hereby established and authorized to be issued, and in addition to
such matter$specified elsewhere in this Article Fifth, such Series C Non-Cumulative Preferred
Stock shall have the f<;tHaWing powers, preferences and relative. participating, optional or other
special rights and qualilicatiol1s~ limitations or resmctiol1$:'
(a) Designation and Amount. Theshaies <;tf Preferred Stook shall be designated as
the Sel'iesC Non-Cumulative PreferredStock(the "Sedes G Preferred Stock")~. and ·th~ number
of shares~o1JStitutingthe Series C 'Preferre4 .S~o.r;k.shall be seven hundred fifty. thousand
(750,000). The liqUid,ationprefere,nce oftheSeriest;>Preferred Stock shall be $.1.000 per share
(the "Serles C Liquidation Value H),
(b) Rank. The Series C Preferred Stock shall, 'With. respect to dividend rights and
upon liquidation, dissolution and winding up of the Association.. rarik(i) senior to all classes and
series of Cptmnon Stock of the Association anci to all classes and series of capital stock oillie
Association now or· hereafter authorized, issued or outstanding, which by their tenns e>;.pressly
provide that they~e junior to the. Serie~ C Preferred ·Stoqk·as to dividend distributions and
distributions upon the liquidati()~ dissolution or windingup oithe Associaupl1, or which do not
specify their rank (collectively with the CommonStoc~.the "Series C JUnior Securities"); (U)on
a parity with the Series A Preferred. Stool<. and the Series B Preferred. Stock and each other class
of capital :stock or series of preferred stock IssUed by the Association after the date hereQt:the
termsofwllich specifi(!aliyprovideiliat such classo! series will rank on a parity with the Series
C P:t;eferred Slock as to dividend distributions and distributions upon the liquidation, dissolution
or winding up a/the Association (collectivelywith the Series A PrefettedStock and the Series B
Preferred StQCk, the "Series CPatity Securitiesi');an:d(iii) junior to each other class of capital
stock. or series of preferred stock. iS$ued hy the. Association after the date hereof•. the terms of
wmchspecifically provide that such class or series will rank. senior to the Series C Preferred
Stock as to dividend distributions and distributi()ns upon the liquidation, dissolution or winding
up of the Association (col1ectively, t1w ftSenes C Senior Securities").
(c) Dividends. Dividends ate payable on the Series CPreferred Stock as fOllows:
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(d) LiguidationPreference.
(ii) For the purpose of this Section 5.03(d), neither the. voluntary sale,
conveyance, exchange. or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or assets of the Association, nor
the consolidation or merger of the Association, shall be deemed to be a voluntary or
involuntary liq~dation, dissolution or winding up of the Association, unless such
voluntary sale, conveyance, exchange or transfer shall be in connection with a plan of
liquidation, dissolution or winding up of the Association.
(e) Redemption. The Series C Preferred Stock shall be redeemable at any time, in
whole or in part, at the option of the Association, but with the consent of the Comptroller of the
Currency and any other appropriate regulatory authorities, if required, for cash out of any source
of funds legally available, at a redemption price equal to 100% of the Series C Liquidation Value
per share plus unpaid dividends thereon accumulated since the immediately preceding Series C
Dividend Payment· Date (the "Series G Redemption Price"). Any date of such redemption is
referred to as. the "Series C Redemption Date." If fewer than all the outstanding shares of Series
C Preferred Stock are to be redeemed, the Association will select those to be redeemed by lot or
pro rata or by any other method as may be determined by the Board of Directors to be equitable.
- 13 -
(iii) Not later than 1:30p,m., Eastern Standard Tilne. on the Business Day
immediately preceding the Senese. Redemption Date, ilie Association shall irrevocably
d~osit with the Transfer Agent sufficient funds fur the payment of the Series C
Redemption Price for the shares to be redeemed·.ou the Series C Redemption Date and
shall give the Transfer Agent irrevocable instructiol?s to apply such fundsl and" if
applicable and so specified in the instructions, the inGomeand proceeds therefrom. to the
payment or such Series C Redemption Price; The Association may direct the Tnmsfer
Agent to invest any such available funds, provided that the proceeds of arty such
investment 'will be available to the Transfer Agent in Milwaukee, WIsconsin at the
opening ofbu~iness on such Series C Redemption Date.
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(g) R~cgtlired Shares, Shares of the Series. C Preferred Stock that have been
redeemed.PUtcl1ased or otherwise acquired by the Associati{)u are not subject to reissuance or
resale as sbares orSeries C Preferred Stock and shall beheldultreasury. Such shares shall
revert to thestf,ltus of authorized but unissued shares.ofpref'erred stock, undesignated as to series.
until the Board of Directors of the Association shall designate them again for issuance as part of
asenes.
(h) Voting Rights. Except as otherwise required by applicable law, the holders of
Series C PrefettedStock shall not have any voting rights.
. Section 5.04. Defitlitions~ For the pUrpoSe of Sections 5.01, 5;02 and 5.P3 hereof, the
following terms shall have the meanings indicated:
US-year CMTRate· for anyCMTDetermination Date will be the rate equal to:
j
(ii) lfthe' applicable rate .described in clause (i)· above is not displayed on
Telefa~I>\\ge7052 at 3;00 p,m~, New York City time, on thetelevimt
CMTDeterrilination Date~thenthe5:-year CMT Rate will be the Tr~asury
oonstantmaturity rate applicable to a five-year index maturity for the
weekly average as published in H.15(519) (as defined below) •.
(iii) If the applicable rate described in clause (ii) abqve does no~ appear in
H. 15(5 19) at 3:00 p.m'J New York City time, on the relevant CMT
Detertninatid:il Date"theh the 5-year CMT Rate will be. the Treasury
constant maturity rate, or other U.S. Treasury rate t applicable to a five-
-15 -
(iv) If the rate described in clause (ill) above does not appear at 3:00 p.m.,
New York City time, on the relevant CMTDetermination 'Pate, than theS . .
year eMIRate \v111 be the yield to maturity of the arithmetic mean of the
secondary lnarket offered rates for Treasury notes haVing an original
maturltyofappr~atelyfive years and a remaining term. to maturity of
not less than . ' four years, and in a representative .~ount.asof
approximately 3:30' p;m.. NeW York. City thne, on the relevant CMT
DetenninationDate•.a$·quoted by three primary U.S. government
securities dea1ersinNewYork City selected by·· the Association. In
selecting these .offered1at~s,the Association will request quotations from
nveprlmary dealers and: will disregard the highest quotation - Of, ifthere
is ,equality, oneofthehignest - and the: lowestquotatio~ :- or, if the}re is
equality,Qne of the lowest.
(vi) Iffewer than five but more than two primary dealers are quoting offered
rates as described above in clause (v), then tbe5;.year CMT Rate for the
relevant eM! Determination Date will be based on the arithmetic mean of
the offered rates so obtai~d, and neither the highest nor the lowest of
tbose quotations will be disregarded.
(vii) If two or fewer primary dealerS are quoting offered rates as described
above Inclattse· (v)~ the5-year. eMT Rate in effect for the new dividend
period will be the 5..year CM'I'Rate in effect for the prior dividend period.
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Absent manifest err()r~ the Associ!=ttion!sdetermination of the 5-year CMT Rate Will be
flnat ancfbinding.-··-··' .... ,.. . - _. - - - -... ,.-'-----
"BUSiness Day" means a day. on whlchtheNe"" York Stock Exchange is open for trading
and which is not a day on which banking institUtions in The City of New Yotkand MilwaUkee.
Wisconsin are authodzed or required bylaw or executive order to close~
lICMT Determination Date n 'ha$the meaning set forthfu Section 5.02(0)(i)(2) hereof.
"Issue Date" means, as the conte).i requir~s, the first date on which shares of Series ,A
Preferred Stock. Series B Preferred Stock or SeriesC Preferred Stock are isslled.
UPerson" means anyindivldual, flrm, bank or other enu'o/ and shall include any successor
(by merger or otherwise) of-such enti'o/.
"Record Date" means the 15th day of the month in which the applicable Dividend
Payment Date falls for dividends declared by the Board of DirectorS.
"Series .4 Dividend Payment Date" mel3l1S each June 30 I3l1d December 31 of each year.
"Sen'es A Dividend Period" is the perlodfrom a Series A Dividend Paynren~ Date to, but
eX(.lluding. the next succeeding Series ADividend Payment Date, except that the initial Series A
~rilvidend PetiodSlialrcoriinHmceon~t1ie«"date Of the ongina:}""lssWlhCe Cifsb:ar~s-of·Series'" k
Preferred Stock.
'~Serle$A Dividend Rate" has. the meaning set forth in Section 5.01(0)(i) hereof.
"Series A Junior Sec'l!rUies" has the meaning set forth in Section 5,01 (b). hereof.
"Series A Notice ofRedemption" has the meaning set forth in Section 5 ,Ol(f)(i) hf;;tepf.
"Series A Preferred Stoc/iJ has the meaning set fortll in Section 5.01 (a) hereof.
"Series A Redemptitm Date" has thetneaning set forth in Section 5.01 (e) hereof.
'fSeries.B DiVidend Payment Date" means each June 30 aIld December 31 of each year,
"Series B Dividend Period'.' 'isthepenQQ from a SenesB Dividend Payment Date tb,but
\}~cltlding,
thellextsucceedingSeriesB Dividend PaYlllent Date"exceptlliat the initial Series B
Dividend Period shall commence on the original issuance of shares of Series B Preferred Sto¢l<.
"Serie~ B Junior Securities" has the meaning set forth in Section 5.02(b) hereof.
"Series B Liquidation Vc4ue" has the meaning set forth in Section 5 .02(a) hereof.
'V;eFies B Notice of~edemption~? has the meaning set forth iIl SectionS.02(f)(i) hereof.
~:Series B PreferredStocJ('h~ the meaning set forth iIl Section 5;02(a) hereof
(~8eries B Redemption Daten has the meaning set forth in Section 5.Q2(e) hereof.
"'SerJes B Reciemption Price1'has the meaning set forth in Section 5.02(e) hereof.
-1&-
"SeriesCDivldend Payment Date 1J means each January lS and July 150£ each year.
'~Series C Dividend Rate" has the meaning setforth in Section S.03(c){i) hereof.
'''Series C Junior Securities" h$S ~ n1~g set forth in Sectiun 5.03(b) hereo~.
t"Series C Liquidation Value."'fuls the meaning set forth in Section S.03(a.) hereof.
"Series CPreforred Stoc!?; has the meaning set forth.in Section 5.03(30) hereof.
'''Series C Redemptloh Date~' has the meaning set furth in SectionS.03(e) hereof:
"Transfer Agent" means a bank or trustcompany as maY be appointed from time to time
by the Board of Directors Qffue Association~ ora committee ther~f, to act as transfer agent
paying agent and registrar of the Series A Preferred Stock,. the Series B Preferred Stock and the
Seri'esC Preferred Stock.
SIXTH: The Board of Directors shall appoint one of its members President of the
Association, who shall be Chairman of the Board, unless the Board appoints another Director to
be theChl.lirman of the Board, The Board of'Oirectors shall have the power to appolntQne QT
more Vice Presidents; and ·to appoint. Ii Cashier an4 such other officers and employees as maybe
requU'ecltotransact the Business of the AssQciation. TheBoat'dof 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 m~er in which any increase ot the capital of the Association shall be made; to
manage and &dmini~ter the business affairs of the Association; to Plake allBylaws lhat it may be
lawful for them to. make and generally to .do and petfonn all acts that it may> be legal for a Board
of DirectOf'S to do and perfonn.
~ ,19-
NINTH: TIle Boatcl of Directors of the Association, the Cha.irirum of the··}3oard•. the
President, or any three or more holders ofCo1Illtl.on Stockownmg, in the aggregate, not less than
twenty-five percent of the .CoinlnPn. .Stock of this Association, may call a special meeting of
shareholders at any time. Unless otherwise provided by the laws ofthe United Stat¢s, a notice of
the time,place. and purpose of every .annual and special meeting of the shareholders shall be
given by .fust.. classmaiI. postage prepaid, mailed at least ten (10) days prior to the date of such
meeting to· each shareholder ofteeord .entitled to vote at such meeting at his address as shown
upon the books of the Associauc)Jl.
-20-
"':':';.,
J1iIWJa.J
CITATION
M6
~
U9JlANX,NATIONALASSOC·/NDENTURE 0/sr;42262
'TRVSTEE·ETAL Dl\oWoII;A
..' V.t. 2rP IlldleJitI))1.!ttid COIIrI
ParWr DfEIIIi FdlcIl/1Il1
FIRST AMERICAN T1'1'LE INS CO Slate ofLouJs1iDJa
3f
Witness my Official Hand and Seal ofOffice at Clinton, Lollisiana this 9TH day 0/JANUARY, 2013,
'At :lfIo',._.,.:":~;?j:i , : W· ~ i
I
w., ':iIqRN
650 PO'YDRAS STREET, SUITE 1500
NEW OR.l.E1NS. LA 70130
!
!
REGf.\VED
/ii:- t1.6.~~diil$':;kejoiloWing marud docwnems: " "j'AtnU~
~"., ',' ' :!.1Jim~giiilihes .
, ReqUestfor Admission ofFacts '
Other U.ltsl\E~\ff'S9"
--·-··--·--·--·-S~~·"-·"··---·--·-----
Returned:
Parish of_ _ _ _ _ _ _ _ _ _ _ this ___ day of_ _ _ _ _ _-', 20~_,
Service
Mileage
$
$ ~:-------------~---------
DepU1)l Sheriff
I \
i
Total $ ALED !
r
I
~013, I
~. I
'. "