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Deutsche Bank lost the head of FX sales it hired from Goldman Sachs in July
by Sarah Butcher 2 hours ago

eFC logo

Deutsche Bank lost the head of FX sales it hired from Goldman Sachs in July


That was quick. Ernesto Mercadante, the ex-Goldman Sachs executive hired by Deutsche Bank to run FX sales in Europe in July has left again.

Sources say Mercadente left the German bank in the past few days. Deutsche Bank didn't respond to a request to comment.


Mercadente was hired to replace Amedeo Ferri-Ricchi, who left Deutsche Bank for derivatives broker JB Drax Honoré in June. Ferri-Ricchi was a big revenue generator for the German bank and Mercadente was intended to fill the gap.

Before joining Deutsche, Mercadente spent four years at Goldman as co-head of EMEA FX sales and five years at JPMorgan as head of Southern Europe and CEEMEA FX sales. He began his banking career at Goldman Sachs (he had two stints at the firm) in 2001. It's not clear what he intends to do next.

Mercadante's exit comes after last week's suggestion that Deutsche is thinking of cutting bonuses by 20%. However, it seems unlikely that he would have been affected by this after almost certainly being hired on a guaranteed bonus.

https://news.efinancialcareers.com/uk-en/3002879/ernesto-mercadente-left-deutsche-bank

Australia and New Zealand Bank, Deutsche, and Citigroup

The strong focus by the ACCC on the financial sector has seen the ANZ Bank, Deutsche Bank and Citigroup charged by the CDPP with alleged cartel conduct, relating to the CCA ‘Share Placement Cartel’. A number of CEOs and senior executives were also criminally charged.8 It is alleged that conduct involves cartel arrangements relating to trading in ANZ shares following a $2.5 billion institutional share placement in August 2015. ANZ and each of the individuals are said to be knowingly concerned in some or all of the alleged conduct.9 The case centres on ANZ’s institutional equity placement and the alleged failure to disclose that a significant portion of shares went to two of the three joint lead managers. It is said that the investigation has been conducted for over two years by the regulator. The corporations and individuals are defending the charges.

Although the above highlight the criminalisation of corporate cartels, there have also been a number of recent civil penalties imposed for similar conduct. https://ngm.com.au/cartel-enforcement-australia-case-studies/
 

 “Cryptocurrencies are all the rage at the moment and are as much about blockchain as anything else but there could be an increasing desire for alternative medians of exchange in the years to come if we are correct.”                                                             Jim Reid, economist at Deutsche Bank
 

Management Board

The Management Board is responsible for managing the company. Its members are jointly accountable for the management of the company. The Management Board has, as its prime responsibility, the Group's strategic management, resource allocation, financial accounting and reporting, risk management, and corporate control.

Christian Sewing
Chief Executive Officer


Karl von Rohr
Deputy Chairman (President)


Fabrizio Campelli
Chief Transformation Officer

Frank Kuhnke
Chief Operating Officer

Stuart Lewis
Chief Risk Officer

James von Moltke
Chief Financial Officer


Werner Steinmüller
Chief Executive Officer Asia Pacific

Last Update: November 26, 2019
Copyright © 2019 Deutsche Bank AG, Frankfurt am Main
https://www.db.com/company/en/management-board.htm

 

EX-25.1 5 d592015dex251.htm EX-25.1
Exhibit 25.1

UNITED STATES
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

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)

NEW YORK 13-4941247
(Jurisdiction of Incorporation or
organization if not a U.S. national bank)

(I.R.S. Employer
Identification no.)

60 WALL STREET
NEW YORK, NEW YORK
10005

(Address of principal
executive offices)
(Zip Code)

Deutsche Bank Trust Company Americas
Attention: Lynne Malina
Legal Department
60 Wall Street, 37th Floor
New York, New York 10005
(212) 250-0677

(Name, address and telephone number of agent for service)

ZOETIS INC.

(Exact name of registrant as specified in its charter)

Delaware 2834 46-0696167

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)
(IRS Employer Identification Number)

100 Campus Drive
Florham Park, New Jersey 07932
(973) 822-7000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Juan Ramón Alaix
Chief Executive Officer
Zoetis Inc. 100 Campus Drive
Florham Park, New Jersey 07932
(973) 822-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications to:
Stacy J. Kanter, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000 (212) 735-2000 (facsimile)


Debt Securities

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

Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY

(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 3. -15. Not Applicable

Item 16. List of Exhibits.

Exhibit 1 - Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002 - Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 2 - Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 3 - Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 4 - Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 business - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 5 - Not applicable.

Exhibit 6 - Consent of Bankers Trust Company required by Section 321(b) of the Act. - business - Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 7 - The latest report of condition of Deutsche Bank Trust Company Americas dated as of June 30, 2013. Copy attached.

Exhibit 8 - Not Applicable.

Exhibit 9 - Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 13th day of September, 2013.

DEUTSCHE BANK TRUST COMPANY AMERICAS

/s/ Carol Ng .
By: Name: Carol Ng
Title: Vice President
LOGO

LOGO

LOGO
https://www.sec.gov/Archives/edgar/data/1555280/000119312513366759/d592015dex251.htm

Exhibit 25.1

UNITED STATES
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



CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)


NEW YORK 13-4941247

(Jurisdiction of Incorporation or
organization if not a U.S. national bank)

(I.R.S. Employer
Identification no.)


60 WALL STREET NEW YORK, NEW YORK 10005
(Address of principal executive offices) (Zip Code)

Deutsche Bank Trust Company Americas

Attention: Lynne Malina

Legal Department

60 Wall Street, 37th Floor

New York, New York 10005

(212) 250 – 0677

(Name, address and telephone number of agent for service)

CareFusion Corporation

(Exact name of obligor as specified in its charter)


Delaware 21-4123274

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)


CareFusion Corporation

3750 Torrey View Court

San Diego, California 92130

(858) 617-2000






Debt Securities

(Title of the Indenture Securities)

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

Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY

(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 such affiliation.

Not Applicable.

Item 3. -15. Not Applicable

Item 16. List of Exhibits.

Exhibit 1 - Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002—Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 2 - Certificate of Authority to commence business—Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 3 - Authorization of the Trustee to exercise corporate trust powers—Incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 4 - Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 business—Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 5 - Not Applicable.

Exhibit 6 - Consent of Bankers Trust Company required by Section 321(b) of the Act.—business—Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 7 - The latest report of condition of Deutsche Bank Trust Company Americas dated as of September 30, 2013. Copy attached.

Exhibit 8 - Not Applicable.

Exhibit 9 - Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 5th December, 2013.

DEUTSCHE BANK TRUST COMPANY AMERICAS

By:
/s/ Carol Ng

Name: Carol Ng
Title: Vice President
 

 

attached to filing   click thumbnail

 https://www.sec.gov/Archives/edgar/data/1457543/000119312513468628/d638827dex251.htm

 

SEC Charges Deutsche Bank with FCPA Violations Related to Its Hiring Practices

ADMINISTRATIVE PROCEEDING
File No. 3-19373


August 22, 2019 – The Securities and Exchange Commission today announced that Deutsche Bank AG will pay more than $16 million to settle charges that it violated the FCPA by hiring relatives of foreign government officials in order to improperly influence them in connection with investment banking business.

According to the SEC’s order, Deutsche Bank employees hired relatives at the request of foreign officials in both the Asia-Pacific region and Russia to obtain or retain business or other benefits. These “Referral Hires” bypassed Deutsche Bank’s highly competitive and merit-based hiring process and were often less qualified than applicants hired through the bank’s formal hiring process.

The SEC’s order found that Deutsche Bank violated the books and records and internal accounting controls provisions of the Securities Exchange Act of 1934. Without admitting or denying the findings, the company agreed to pay disgorgement of $10,785,900, prejudgment interest of $2,392,950 and a $3 million civil penalty. The SEC considered the company’s remedial acts and its cooperation with the investigation when determining whether to accept Deutsche Bank’s offer of settlement.

The SEC’s investigation was conducted by Jennifer Moore and Tanya Beard of the FCPA Unit’s Salt Lake City office under the supervision of Daniel Wadley. The SEC appreciates the assistance of the U.S. Department of Justice’s Fraud Section.
https://www.sec.gov/enforce/34-86740-s
•Order - Deutsche Bank AG:
https://www.sec.gov/litigation/admin/2019/34-86740.pdf

 

EX-25.2 6 a2230045zex-25_2.htm EX-25.2


Exhibit 25.2

UNITED STATES

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


CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o


DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

NEW YORK

13-4941247

(Jurisdiction of Incorporation or

(I.R.S. Employer


organization if not a U.S. national bank)

Identification no.)

60 WALL STREET
NEW YORK, NEW YORK
10005


(Address of principal

(Zip Code)


executive offices)


Deutsche Bank Trust Company Americas

Attention: Catherine Wang

Legal Department

60 Wall Street, 36th Floor

New York, New York 10005

(212) 250 — 7544

(Name, address and telephone number of agent for service)

The Coca-Cola Company
(Exact name of obligor as specified in its charter)

Delaware
58-0628465

(State or other jurisdiction of


(I.R.S. Employer


incorporation or organization)



Identification No.)

One Coca-Cola Plaza
Atlanta, Georgia
30313


(Address of principal executive offices)
(Zip code)
Subordinated Debt Securities
(Title of the Indenture securities)

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

Federal Reserve Bank (2nd District)
New York, NY

Federal Deposit Insurance Corporation
Washington, D.C.


New York State Banking Department
Albany, NY


(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 3. -15. Not Applicable

Item 16. List of Exhibits.

Exhibit 1 - Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 2 - Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 3 - Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.



Exhibit 4 - Existing By-Laws of Deutsche Bank Trust Company Americas, dated July 24, 2014, incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-201810.



Exhibit 5 - Not applicable.



Exhibit 6 - Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.



Exhibit 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.



Exhibit 8 - Not Applicable.



Exhibit 9 - Not Applicable.









SIGNATURE



Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 14th day of October, 2016.


DEUTSCHE BANK TRUST COMPANY AMERICAS


/s/ Carol Ng

By:

Name:
Carol Ng

Title:
Vice President


Board of Governors of the Federal Reserve System Federal Deposit Insurance Corporation Office of the Comptroller of the Currency OMB Number 7100-0036 OMB Number 3064-0052 OMB Number 1557-0081 Approval expires March 31, 2018 Page 1 of 85 Federal Financial Institutions Examination Council Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only—FFIEC 041 Report at the close of business June 30, 2016 20160630 (RCON 9999) Unless the context indicates otherwise, the term “bank” in this report form refers to both banks and savings associations. This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations). This report form is to be filed by banks with domestic offices only. Banks with foreign offices (as defined in the instructions) must file FFIEC 031. NOTE: Each bank’s board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financia Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state nonmember banks and three directors for state member banks, national banks, and savings associations. schedules) for this report date have been prepared in confor-mance with the instructions issued by the appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief. We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct. I, the undersigned CFO (or equivalent) of that the Reports of Condition and Income the named bank, attest (including the supporting Director (Trustee) Signature of Chief Financial Officer (or Equivalent) Director (Trustee) Date of Signature Director (Trustee) Submission of Reports Each bank must file its Report) data by either: Reports of Condition and Income (Call To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer gener-ated version of this page) to the hard-copy record of the data file submitted to the CDR that your bank must place in its files. (a) Using computer software to prepare its Call Report and then Data submitting the report data directly to the FFIEC’s Central Repository (CDR), an Internet-based system tion (https://cdr.ffiec.gov/cdr/), or (b) Completing its Call Report in paper form and for data collec-The appearance of your bank’s hard-copy record of the submitted data file need not match exactly the appearance of the FFIEC’s sample report forms, but should show at least the caption of each Call Report item and the reported amount. arranging with a software vendor or another party to convert the data into the electronic format that can be software vendor or other party the bank’s data file to the CDR. processed by the CDR. The then must electronically submit DEUTSCHE BANK TRUST COMPANY AMERICAS Legal Title of Bank (RSSD 9017) For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, fax at (703) 774-3946, or by e-mail at CDR.Help@ffiec.gov. by New York City (RSSD 9130) FDIC Certificate Number NY 10005 State Abbreviation (RSSD 9200) Zip Code (RSSD 9220) (RSSD 9050) The estimated average burden associated with this information collection is 50.4 hours per respondent and is estimated to vary from 20 to 775 hours per response, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429. 06/2016 623










FFIEC 041 Page 15 of 85 RC-1 Consolidated Report of Condition for Insured Banks and Savings Associations for June 30, 2016 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC—Balance Sheet …………………………….……0081 1.a. 1.b. 2.a. 2.b. 3.a. 3.b. 4.a. 4.b. 4.c. 4.d. 5. 6. 7. 8. 9. 10.a. 10.b. 11. 12. 13.a. 13.a.(1) 13.a.(2) …………………………………6631 14.a. 14.b. 15. ………………………………………B995 16. 19. 20. 21. 20)…………………………………………………… 2948 22. Not applicable 1. Includes cash items in process of collection and unposted debits. 2. Includes time certificates of deposit not held for trading. 3. Includes all securities resale agreements, regardless of maturity. 4. Includes noninterest-bearing demand, time, and savings deposits. 5. Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.” 6. Includes all securities repurchase agreements, regardless of maturity. 7. Includes limited-life preferred stock and related surplus. 06/2016 Dollar Amounts in Thousands RCON Amount Assets 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin (1) b. Interest-bearing balances (2)………………………………………………………............. 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A)…………………………… b. Available-for-sale securities (from Schedule RC-B, column D)…………………….…… 3. Federal funds sold and securities purchased under agreements to resell: a. Federal funds sold……………………………………………………….............................. b. Securities purchased under agreements to resell (3)…………………………................ 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale………………………………………………………..……. 1,264,000 0071 24,901,000 1754 0 1773 0 B987 0 B989 9,400,000 5369 0 b. Loans and leases, net of unearned income………………. c. LESS: Allowance for loan and lease losses…………….... B528 16,933,000 3123 37,000 d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)……… 5. Trading assets (from Schedule RC-D)…………………………………………………….…… 6. Premises and fixed assets (including capitalized leases)……………………………………. 7. Other real estate owned (from Schedule RC-M)……………………………………………… 8. Investments in unconsolidated subsidiaries and associated companies…………………… 9. Direct and indirect investments in real estate ventures...................................……............. 10. Intangible assets: a. Goodwill………………………………………………………………………………….……. b. Other intangible assets (from Schedule RC-M)…………………………………………… 11. Other assets (from Schedule RC-F)……………………………………………………………. 12. Total assets (sum of items 1 through 11)……………………………………………………… Liabilities 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)………… B529 16,896,000 3545 6,000 2145 14,000 2150 4,000 2130 0 3656 0 3163 0 0426 22,000 2160 660,000 2170 53,167,000 2200 41,402,000 (1) Noninterest-bearing (4) (2) Interest-bearing………………………………………… 29,908,000 6636 11,494,000 b. Not applicable 14. Federal funds purchased and securities sold under agreements to repurchase: a. Federal funds purchased (5)………………………………………..…………................... b. Securities sold under agreements to repurchase (6) 15. Trading liabilities (from Schedule RC-D)…………………………………………………..…… 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)…………………………………………………… 17. and 18. Not applicable 19. Subordinated notes and debentures (7)……………………………………………………… 20. Other liabilities (from Schedule RC-G)………………………………………………………… 21. Total liabilities (sum of items 13 through B993 1,305,000 0 3548 6,000 3190 5,000 3200 0 2930 1,514,000 44,232,000










FFIEC 041 Page 16 of 85 RC-2 Schedule RC—Continued 23. 24. 25. 26.a. 26.b. 26.c. 27.a. 27.b. 28. 29. 28)……………………………………………..… 3300 Memoranda To be reported with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2015…………………………………………………………………………………….... M.1. 1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm 4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority) 5 = Directors’ examination of the bank performed by other external auditors (may be required by state-chartering authority) 6 = Review of the bank’s financial statements by external auditors 7 = Compilation of the bank’s financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work To be reported with the March Report of Condition. 2. Bank's fiscal year-end date (report the date in MMDD format)............................................................. M.2. 1. Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments. 2. Includes treasury stock and unearned Employee Stock Ownership Plan shares. 06/2016 RCON Date 8678 NA RCON Number 6724 NA Dollar Amounts in Thousands RCON Amount Equity Capital Bank Equity Capital 23. Perpetual preferred stock and related surplus……………………………………………………………… 24. Common stock……………………………………………………………………………………………….… 25. Surplus (exclude all surplus related to preferred stock)………………………………………………..… 26. a. Retained earnings………………………………………………………………………………………..… b. Accumulated other comprehensive income (1)…………………………………………………………. c. Other equity capital components (2)……………………………………………………………………… 27. a. Total bank equity capital (sum of items 23 through 26.c)……………………………………………… b. Noncontrolling (minority) interests in consolidated subsidiaries…………………………………….… 28. Total equity capital (sum of items 27.a and 27.b)………………………………………………………..… 29. Total liabilities and equity capital (sum of items 21 and 3838 0 3230 2,127,000 3839 601,000 3632 6,208,000 B530 (1,000) A130 0 3210 8,935,000 3000 0 G105 8,935,000 53,167,000


https://www.sec.gov/Archives/edgar/data/21344/000104746916016337/a2230045zex-25_2.htm


EX-99.(E) 3 e616999_ex99-e.htm

Certification under Rule 466

The depositary, Deutsche Bank Trust Company Americas, represents and certifies the following:

(1) That it previously had filed a registration statement on Form F-6 (Uniper SE, 333-217999) that the Commission declared effective, with terms of deposit identical to the terms of deposit of this registration statement.

(2) That its ability to designate the date and time of effectiveness under Rule 466 has not been suspended.

By:
DEUTSCHE BANK TRUST COMPANY AMERICAS, Depositary
By: /s/ Michael Fitzpatrick

Name: Michael Fitzpatrick

Title: Vice President
By: /s/ Michael Curran
Name:
Michael Curran
Title:
Vice President

https://www.sec.gov/Archives/edgar/data/1446595/000119380517002866/e616999_ex99-e.htm

 

EX-99.(B)(1) 4 a2175735zex-99_b1.htm EXHIBIT 99.(B)(1)

Exhibit (b)(1)

DEUTSCHE BANK AG
NEW YORK BRANCH
DEUTSCHE BANK
SECURITIES INC.
60 Wall Street
New York, NY 10005 BEAR STEARNS
CORPORATE LENDING INC.
BEAR STEARNS & CO. INC.
383 Madison Avenue
New York, NY 10179 JPMORGAN CHASE BANK, N.A.
J.P. MORGAN SECURITIES INC.
270 Park Avenue
New York, NY 10017

January 26, 2007

Building Materials Corporation of America,
BMCA Acquisition Inc. and
BMCA Acquisition Sub Inc.
1361 Alps Road
Wayne, New Jersey 07470

Attention: John Maitner
Re:Acquisition Financing—Senior Secured Financing Commitment Letter
Ladies and Gentlemen:

You have informed Deutsche Bank AG New York Branch ("DBNY"), Deutsche Bank Securities Inc. ("DBSI" and, together with DBNY, "DB"), Bear, Stearns & Co. Inc. ("Bear Stearns"), Bear Stearns Corporate Lending Inc. ("BSCL"), JPMorgan Chase Bank, N.A. ("JPMCB") and J.P. Morgan Securities Inc. ("JPMorgan" and together with DB, Bear Stearns, BSCL and JPMCB collectively, the "Committing Parties") that BMCA Acquisition Sub Inc. (the "Purchaser"), a wholly-owned direct subsidiary of BMCA Acquisition Inc. and an indirect wholly-owned subsidiary of Building Materials Corporation of America ("BMCA" and together with the Purchaser and BMCA Acquisition Inc., the "Company") intends to offer to acquire through a tender offer (the "Tender Offer") for up to $43.50 in cash per share all of the outstanding shares (and associated Series A Preference Stock Rights) of common stock, $1.00 par value (the "Company Stock"), of ElkCorp, a Delaware corporation ("Elk"), but in any event not less than sufficient shares of Company Stock to enable the Purchaser—voting without any other shareholders of Elk, (other than Heyman Investment Associates Limited Partnership ("HIA") which has agreed to sell to you at its cost its shares of Elk) to approve a merger of the Purchaser with Elk. As soon as practicable after the closing of the Tender Offer (the "Closing Date"), the Purchaser will consummate a merger with Elk (the "Merger" and together with the Tender Offer, the "Acquisition"). You have also informed the Committing Parties that concurrently with the closing of the Tender Offer you intend to refinance substantially all of the existing indebtedness of BMCA (excluding the 7.75% Notes due 2014 (the "2014 Notes"), which will be equally and ratably secured with the Term Loan Facility (as defined below) and that concurrently with the consummation of the Merger you intend to refinance all of the existing indebtedness of Elk (collectively, the "Refinancing"). We understand that you desire to establish a senior secured credit facility in an aggregate principal amount of $1,575 million (the "Senior Secured Financing") the proceeds of which will be used (together with the funds provided by the financing referred to in the succeeding paragraph) (x) for the purchase price to be paid to effect the Tender Offer, (y) to effect the Refinancing and (z) to pay fees and expenses payable in connection with the Transaction (as defined below).

The sources of funds needed to effect the Tender Offer, the Merger and the Refinancing, to pay all fees and expenses incurred in connection with the Transaction and to provide for the working capital needs and general corporate requirements of you and your subsidiaries after giving effect to the Tender Offer and the Merger shall be provided solely through (i) a bridge financing or by the issuance

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by you (either pursuant to private placement or underwritten public sale) of senior secured notes (the "Senior Secured Notes") which shall generate $325 million of gross cash proceeds (calculated before underwriting fees) and (ii) the Senior Secured Financing (with the transactions described in preceding clauses (i) and (ii) being herein collectively referred to as the "Financing Transactions" and, together with the Acquisition and the Refinancing, being herein collectively referred to as the "Transaction").

We understand that the Senior Secured Financing shall consist of (i) up to an $975 million term loan facility (the "Term Loan Facility") and (ii) a $600 million revolving credit facility (the "Revolving Credit Facility" and, together with the Term Loan Facility, the "Credit Facilities"); it being understood that at or prior to the Merger you may elect to increase the Revolving Credit Facility by up to $100 million provided that the Term Loan Facility is reduced by an equal amount and that not more than $150 million plus such amount, if any, by which the Revolving Credit Facility is so increased (plus seasonal working capital requirements and excluding for this purpose any reductions in availability for outstanding letters of credit) or such greater amount as may be mutually agreed of the proceeds of the Revolving Credit Facility may be utilized to make payments owing to effect the Transaction or to pay any fees and expenses incurred in connection with the Transaction. Any commitments under the Term Loan Facility not required to finance the Transaction will terminate on the date of the consummation of the Merger. A summary of certain of the terms and conditions of the Revolving Credit Facility and Term Loan Facility is set forth in Exhibit A attached hereto (the "Term Sheet").

Subject to the terms and conditions set forth herein and in the Term Sheet, (a) DBNY is pleased to confirm (i) its several and not joint commitment to provide 50% of each Credit Facility and (ii) its agreement to act as sole administrative agent (in such capacity, the "Administrative Agent") for a syndicate of lenders who will participate in the Senior Secured Financing (together with DBNY, BSCL and JPMCB, the "Lenders"), (b) BSCL is pleased to confirm its several and not joint commitment to provide 35% of each Credit Facility, (c) DBSI is pleased to confirm its agreement to act as a Joint Lead Arranger and Joint Book Running Manager for the Senior Secured Financing, (d) Bear Stearns is pleased to confirm its agreement to act as a Joint Lead Arranger and Joint Book Running Manager for the Senior Secured Financing, (e) JPMCB is pleased to confirm its several and not joint commitment to provide 15% of each Credit Facility, and (f) JPMorgan is pleased to confirm its agreement to act as a Joint Lead Arranger and Joint Book Running Manager for the Senior Secured Financing. One or more other institutions may be designated as "Syndication Agent", "Documentation Agent" or such other titles as may be deemed appropriate or desirable in connection with the syndication of the Senior Secured Financing (each of which shall participate appropriately in the Credit Facilities), DBSI, Bear Stearns and JPMorgan, as Joint Lead Arrangers are referred to herein as the "Lead Arrangers". It being understood and agreed that the DBSI name shall appear immediately to the left of Bear Stearns and that the Bear Stearns name shall appear immediately above or immediately to the left of JPMorgan with respect to the Term Loan Facility and that DBSI name shall appear immediately to the left of JPMorgan and that the JPMorgan name shall appear immediately above or immediately to the left of Bear Stearns name with respect to the Revolving Credit Facility.

DBNY, BSCL and JPMCB (collectively, the "Initial Lenders") reserve the right, prior to or after execution of the definitive credit documentation for the Senior Secured Financing (the "Operative Documents") to syndicate all or part of their respective commitments hereunder to one or more other Lenders reasonably acceptable to you that will become party to such definitive credit documentation pursuant to a syndication to be managed by the Lead Arrangers in consultation with you. You agree that, upon delivery to the Lead Arrangers of a commitment letter addressed to the Company for all or a portion of the Senior Secured Financing containing terms not less favorable in any material respect to the Company than the terms hereof by a Lender that you have introduced to the Lead Arrangers as a potential Lender, the Initial Lenders shall be proportionally relieved of their respective obligations hereunder based on their relative commitments hereunder to the extent of such Lender's commitments set forth in such commitment letter. Furthermore, all aspects of the syndication of the Senior Secured

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Financing, including, without limitation, timing, potential syndicate members to be approached, titles, allocations and division of fees, shall be determined by the Lead Arrangers in consultation with you. You agree to actively assist the Lead Arrangers in forming a syndicate acceptable to the Lead Arrangers and you, including by using your commercially reasonable efforts to ensure that the Lead Arrangers' syndication efforts benefit materially from your existing lending relationships, and to provide the Lead Arrangers and the Lenders, upon reasonable request, with all information reasonably deemed necessary by the Lead Arrangers to complete successfully the syndication, including, but not limited to, projections and other information prepared by you or your affiliates or advisors relating to the Transaction. You also agree (i) to make available your senior management and appropriate representatives to participate in information meetings with ratings agencies identified by Lead Arrangers and potential Lenders, in each case at such times and places as the Lead Arrangers may reasonably request, and (ii) at the request of the Lead Arrangers, to assist in the preparation of a version of a confidential information memorandum to be used in connection with the syndication of the Senior Secured Financing, consisting exclusively of information and documentation that is either (i) publicly available with respect to the Borrower, Elk or their respective subsidiaries or (ii) not material with respect to the Borrower and its subsidiaries or any of their respective securities for purposes of United States Federal and state securities laws (all such information and documentation being "Public Information"). Any information and documentation that is not Public Information is referred to herein as "Private Information". You further agree that each document to be disseminated by the Administrative Agent to any Lender in connection with the Credit Facilities will be identified by you as either (i) containing Private Information or (ii) containing solely Public Information. The provisions of the fourth sentence and clause (ii) of the fifth sentence of this paragraph shall remain in full force and effect until the successful syndication of the Senior Secured Financing (as reasonably determined by the Lead Arrangers).

You represent, warrant and covenant that (i) no written information, other than business and financial projections, budgets, pro forma data and forecasts, that has been or is hereafter furnished by you or on your behalf to the Lead Arrangers, any Lender or any prospective Lender in connection with the Transaction and (ii) no other information given at information meetings for potential syndicate members and supplied or approved by you or on your behalf (such written information and other information being referred to herein collectively as the "Information") taken as a whole contained (or, in the case of Information furnished after the date hereof, will contain), as of the time it was (or hereafter is) furnished, any material misstatement of fact or omitted (or will omit) as of such time to state any material fact necessary to make the statements therein taken as a whole not misleading, in the light of the circumstances under which they were (or hereafter are) made; provided, however, that, with respect to Elk and its subsidiaries, the foregoing representation is limited to your best knowledge. With respect to business and financial projections (including detailed consolidated financial statements for the seven fiscal years ending after the Closing Date), budgets, pro forma data and forecasts, if any (collectively, the "Projections"), that have been or will be prepared by you or on your behalf and has been or is hereafter furnished by you or on your behalf to the Lead Arranger, any Lender or any prospective Lender in connection with Transaction, no representation, warranty or covenant is made other than that the Projections have been (and, in the case of Projections furnished after the date hereof, will be) prepared in good faith based on assumptions believed to be reasonable at the time of preparation thereof (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the Company's control, and that no assurance can be given that the Projections will be realized). You agree to supplement the Information and the Projections from time to time until the date of the initial borrowing under the Senior Secured Financing, as appropriate, so that the representations and warranties in the preceding sentence remain correct. You understand that, in syndicating the Senior Secured Financing, the Lead Arranger will use and rely on the Information and the Projections without independent verification thereof.

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The Committing Parities' commitments and other agreements hereunder are subject to (a) there not occurring any condition or circumstance which has had, or would reasonably be expected to have, a Material Adverse Effect (as defined below) and (b) the Lead Arrangers' reasonable satisfaction that prior to the earlier of (i) four months after the date on which the Operative Documents shall become effective and (ii) a Successful Syndication (as defined in the fee letter agreement dated the date hereof among the parties hereto, the "Fee Letter") there shall be no offering, placement or arrangement by you or on your behalf of any debt securities or bank financing (including refinancings and renewals of debt, but excluding the Senior Secured Notes and any ordinary course financing or refinancing of equipment purchases or leases) and (c) the other conditions referred to in the Term Sheet.

"Material Adverse Effect" means any fact, circumstance, event, change, effect or occurrence since June 30, 2006 that has or would be reasonably likely to have a material adverse effect on the business, results of operation or financial condition of Elk and its subsidiaries, taken as a whole, but, in any case, shall not include facts, circumstances, events, changes, effects or occurrences (a) generally affecting the industries in which Elk and its subsidiaries operate (including general pricing changes), or the economy or the financial or securities markets in the United States or elsewhere in the world (including any regulatory and political conditions or developments, or any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism), except to the extent any fact, circumstance, event, change, effect or occurrence that, relative to other industry participants, disproportionately impacts the assets, properties, business, results of operation or financial condition of Elk and its subsidiaries, taken as a whole, (b) resulting from the announcement of (i) the proposal of the Acquisition or (ii) the Transaction or (c) resulting from any litigation related to the proposed Acquisition or the Transaction and provided that any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period shall not, in and of itself, constitute a Material Adverse Effect.

To induce the Committing Parties to issue this letter (together with the Term Sheet, this "Commitment Letter") and to proceed with the documentation of the Senior Secured Financing, you hereby agree that all fees and expenses (including the reasonable fees and expenses of counsel and consultants) of the Committing Parties and their respective affiliates arising in connection with this Commitment Letter and in connection with the Transaction and other transactions described herein (including in connection with our due diligence and syndication efforts) shall be for your account, whether or not the Transaction is consummated or the Senior Secured Financing is made available or the Operative Documents are executed. You further agree to indemnify and hold harmless the Administrative Agent, each Lead Arranger, and each other agent or co agent (if any) designated by the Committing Parties with respect to the Senior Secured Financing (each, an "Agent"), each Lender (including in any event each Initial Lenders) and their respective affiliates and each director, officer, employee, representative and agent thereof (each, an "Indemnified Person") from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever which may be incurred by or asserted against or involve any Agent, any Lender or any other such Indemnified Person as a result of or arising out of or in any way related to or resulting from the Transaction or this Commitment Letter and, upon demand, to pay and reimburse each Agent, each Lender and each other Indemnified Person for any reasonable legal or other out of pocket expenses paid or incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim (whether or not any Agent, any Lender or any other such Indemnified Person is a party to any action or proceeding out of which any such expenses arise); provided, however, that you shall not have to indemnify any Indemnified Person against any loss, claim, damage, expense or liability to the extent same resulted from the gross negligence or willful misconduct of the respective Indemnified Person (as determined in a proceeding of a court of competent jurisdiction). Neither the Committing Parties nor any other Indemnified Person shall be responsible or liable to you or any other person or entity for (x) any determination made by it pursuant to this Commitment Letter in the absence of gross negligence or willful misconduct on the part of such person or entity (as determined in a proceeding of

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a court of competent jurisdiction), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Commitment Letter or the financing contemplated hereby.

Each Lead Arranger reserves the right to employ the services of its affiliates (including, in the case of DB, Deutsche Bank AG) in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to its affiliates certain fees payable to such Lead Arranger in such manner as such Lead Arranger and its affiliates may agree in their sole discretion. You also agree that the Initial Lenders may at any time and from time to time assign all or any portion of their respective commitments hereunder to one or more of their respective affiliates. You further acknowledge that (i) the Committing Parties may share with any of their respective affiliates, and such affiliates may share with the applicable Committing Party, any information related to the Transaction, you and Elk (and your respective subsidiaries and affiliates), or any of the matters contemplated hereby and (ii) the Committing Parties and their respective affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you or Elk may have conflicting interests regarding the transactions described herein and otherwise. Each Committing Party agrees to treat, and cause any such affiliate to treat, all non public information provided to it by you or on your behalf as confidential information in accordance with customary banking industry practices.

Except as otherwise agreed in writing between us, you agree that this Commitment Letter is for your confidential use only and that, unless the Lead Arrangers have otherwise consented, neither its existence nor the terms hereof will be disclosed by you to any person or entity other than your officers, directors, employees, accountants, attorneys and other advisors, and then only on a "need to know" basis in connection with the transactions contemplated hereby and on a confidential basis. Notwithstanding the foregoing, following your acceptance of the provisions hereof and your return of an executed counterpart of this Commitment Letter and the Fee Letter to us as provided below, (i) you shall be permitted to furnish a copy of this Commitment Letter (but not the Fee Letter) to Elk and its advisors in connection with the proposed Acquisition, (ii) you may make public disclosure of the existence and amount of the commitments hereunder and of the identity of the Administrative Agent and the Lead Arrangers, (iii) you may file a copy of this Commitment Letter (but not the Fee Letter) in any public record in which it is required by law to be filed and (iv) you may make such other public disclosure of the terms and conditions hereof as, and to the extent, you believe in good faith, after consulting with counsel, is required by law or in connection with complying with a court order. If this Commitment Letter is not accepted by you as provided below, please immediately return this Commitment Letter (and any copies hereof) to the undersigned.

You hereby represent and acknowledge that, to the best of your knowledge, neither the Committing Parties, nor any employees or agents of, or other persons affiliated with, the Committing Parties, have directly or indirectly made or provided any statement (oral or written) to you or to any of your employees or agents, or other persons affiliated with or related to you (or, so far as you are aware, to any other person), as to the potential tax consequences of the Transaction.

The provisions of the four immediately preceding paragraphs shall survive any termination of this Commitment Letter.

In order to comply with the USA PATRIOT Act, DB must obtain, verify and record information that sufficiently identifies each entity (or individual) that enters into a business relationship with the Committing Parties. As a result, in addition to your corporate name and address, DB will obtain your corporate tax identification number and certain other information. DB may also request relevant corporate resolutions and other identifying documents.

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This Commitment Letter and the Fee Letter (and your rights and obligations hereunder and thereunder) shall not be assignable by you to any person or entity without the prior written consent of the Committing Parties (and any purported assignment without such consent shall be null and void). This Commitment Letter and the Fee Letter may not be amended or modified, or any provision hereof and thereof waived, except by an instrument in writing signed by you and the Committing Parties. Each of this Commitment Letter and the Fee Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter or the Fee Letter by facsimile (or other electronic) transmission shall be effective as delivery of a manually executed counterpart hereof or thereof, as the case may be. This Commitment Letter and the Fee Letter shall be governed by, and construed in accordance with, the law of the State of New York. This Commitment Letter and the Fee Letter set forth the entire agreement among the parties hereto as to the matters set forth herein. This Commitment Letter and the Fee Letter shall become effective upon your entry into a merger agreement with Elk and upon such effectiveness shall supersede all prior communications, written or oral, with respect to the matters herein. This Commitment Letter (including Exhibit A) sets forth the material terms of the definitive financing agreements. Matters that are not covered or made clear herein shall be in substantially the same form and substance as the Existing Loan Documents (as defined in Exhibit A) to the extent applicable. This Commitment Letter and the Fee Letter are intended to be solely for the benefit of the parties hereto and thereto and are not intended to confer any benefits upon, or create any rights in favor of, any person or entity other than the parties hereto or thereto (and indemnified persons) and may not be relied upon by any person or entity other than you. Neither this Commitment Letter nor the Fee Letter are intended to create a fiduciary relationship among the parties hereto or thereto.

Each of the parties hereto hereby waives any right to trial by jury with respect to any claim, action, suit or proceeding arising out of or contemplated by this Commitment Letter or the Fee Letter. You hereby submit to the non exclusive jurisdiction of the federal and New York state courts located in the county of New York in connection with any dispute related to this Commitment Letter, the Fee Letter or any matter contemplated hereby or thereby.

The Committing Parties' commitments and other obligations with respect to the Senior Secured Financing as set forth above will terminate on the first to occur of (i) the date the Operative Documents become effective, (ii) June 30, 2007 or (iii) the date on which you have informed the Lead Arrangers that you have decided not to proceed with the Transaction.

* * *

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If you are in agreement with the foregoing, please sign and return to DB the enclosed copy of this Commitment Letter, together with a copy of the enclosed Fee Letter, no later than 5:00 p.m., New York time, on January 31, 2007. Unless this Commitment Letter and the Fee Letter are signed and returned by the time and date provided in the immediately preceding sentence, this Commitment Letter shall terminate at such time and date.

Very truly yours,



DEUTSCHE BANK AG NEW YORK BRANCH



By:

/s/ ALBERT FISCHETTI
Name: Albert Fischetti
Title: Director



By:

/s/ STEPHEN CAYER
Name: Stephen Cayer
Title: Director



DEUTSCHE BANK SECURITIES INC.



By:

/s/ STEPHEN P. CUNNINGHAM
Name: Stephen P. Cunningham
Title: Managing Director



By:

/s/ EDWIN ROLAND
Name: Edwin Roland
Title: Managing Director

BMCA Senior Secured Financing Commitment Letter



BEAR, STEARNS & CO. INC.



By:

/s/ LAWRENCE B. ALLETTO
Name: Lawrence B. Alletto
Title: Senior Managing Director



BEAR STEARNS CORPORATE LENDING INC.



By:

/s/ LAWRENCE B. ALLETTO
Name: Lawrence B. Alletto
Title: Vice President

BMCA Senior Secured Financing Commitment Letter



JPMORGAN CHASE BANK, N.A.



By:

/s/ TERI STREUSAND
Name: Teri Streusand
Title: Vice President



J.P. MORGAN SECURITIES INC.



By:

/s/ JOHN M. MCKENNA
Name: John M. McKenna
Title: Executive Director

BMCA Senior Secured Financing Commitment Letter



Agreed to and Accepted this 26th day of January, 2007:



BUILDING MATERIALS CORPORATION OF AMERICA



By:

/s/ JOHN M. MAITNER
Name: John M. Maitner
Title: Vice President and Treasurer



BMCA ACQUISITION INC.



By:

/s/ JOHN M. MAITNER
Name: John M. Maitner
Title: Vice President and Treasurer



BMCA ACQUISITION SUB INC.



By:

/s/ JOHN M. MAITNER
Name: John M. Maitner
Title: Vice President and Treasurer

BMCA Senior Secured Financing Commitment Letter



Exhibit A

SUMMARY OF CERTAIN TERMS OF CREDIT FACILITIES

Unless otherwise defined herein, capitalized terms used herein and defined in the letter agreement to which this Exhibit A is attached (the "Commitment Letter") are used herein as therein defined.

I. Description of Credit Facilities

Borrower: Building Materials Corporation of America ("BMCA"), BMCA Acquisition Inc., BMCA Acquisition Sub Inc. and certain other subsidiaries of BMCA as shall be mutually agreed (collectively the "Borrower").

Total Credit Facilities:

$1,575 million.

Credit Facilities:

1.

Term loan facility in an aggregate principal amount of up to $975 million (the "Term Loan Facility").



2.

Revolving credit facility in an aggregate principal amount of $600 million (the "Revolving Credit Facility" and, together with the Term Loan Facility, the "Credit Facilities").



3.

The Borrower may elect at or prior to the Merger to increase the Revolving Credit Facility by up to $100 million provided that the Term Loan Facility is reduced by an equal amount.

A. Term Loan Facility

Use of Proceeds: The loans made pursuant to the Term Loan Facility (the "Term Loans") may only be incurred in two tranches, with the initial tranche ("Tranche I") on the Closing Date and the second tranche ("Tranche II") on the date of the Merger. The proceeds thereof shall be utilized solely to finance, in part, the Tender Offer, the Merger and the Refinancing and to pay the fees and expenses incurred in connection with the Transaction. The aggregate principal amount of Tranche I shall not be less than 50% of the aggregate principal amount of the Term Loan Facility. Notwithstanding anything to the contrary contained herein, the Borrower may from time to time after the Closing Date and prior to the date of the Merger draw additional Term Loans in order to (i) fund purchases of Company Stock or (ii) repay amounts drawn under the Revolving Credit Facility used to fund purchases of Company Stock, provided, however, that such additional Term Loans must be at least $50 million.

Maturity:

The final maturity date of the Term Loan Facility shall be 7 years from the Closing Date (the "Term Loan Maturity Date").

Amortizations:

Annual amortization (payable in 4 equal quarterly installments) of the Term Loans shall be required in an amount equal to one percent of the initial aggregate principal amount of the Term Loans with the remaining aggregate principal amount payable on the Term Loan Maturity Date.

Availability:

Tranche I may only be incurred on the Closing Date. Tranche II may only be incurred on the date of the Merger, which will not be later than the later of (x) four months after the Closing Date and (y) June 30, 2007 (such later date being the "Tranche II Final Funding Date"). No amount of Term Loans once repaid may be reborrowed.





Security:

All amounts owing under the Term Loan Facility (and all obligations under the related Guaranties) will be secured by (x) a first priority perfected security interest in all stock, other equity interests and promissory notes owned by the Borrower and the Guarantors (which shall include the Company Stock acquired in the Tender Offer and acquired from HIA), provided, however, that not more than 65% of the total outstanding voting stock of any "controlled foreign corporation" shall be required to be pledged if the pledging thereof would give rise to material adverse tax consequences to the Borrower (as reasonably determined by the Borrower), and all other tangible and intangible assets (including, without limitation, equipment, contract rights, securities, securities accounts, patents, trademarks, other intellectual property and real estate) owned by the Borrower and the Guarantors, subject (in each case) to the same exceptions as provided under the Loan Documents (as such term is defined in the Amended and Restated Credit Agreement dated as of September 28, 2006, among BMCA, Citigroup USA, Inc., as administrative agent, and the other parties thereto (the "Existing Credit Agreement"; such Loan Documents, the "Existing Loan Documents") and additional exceptions as may be mutually agreed, but excluding the collateral for the Revolving Credit Facility and (y) a second priority perfected security interest in the collateral for the Revolving Credit Facility (the "Term Loan Collateral").



All documentation evidencing the security required pursuant to the immediately preceding paragraph shall be in form and substance the same as provided under the Existing Loan Documents, with the same exceptions as provided by the Existing Loan Documents and such additional exceptions as may be mutually agreed.



The Term Loan Collateral will secure equally and ratably the 2014 Notes and any untendered 8% Notes due 2007 and 2008 of BMCA.

Commitment Fee:

A per annum commitment fee in an amount to be determined (it is expected to be 50 basis points or as mutually agreed) on the undrawn portion of the commitment of each Lender under the Term Loan Facility, will commence accruing on the Closing Date and be payable quarterly in arrears and on the date of the Merger.


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Covenants:

(i) Substantially the same covenants as in the Existing Credit Agreement and (ii) as long as any obligations under the Term Loan Facility shall be outstanding, (x) a maximum total leverage ratio (i.e., funded indebtedness to adjusted EBITDA (to be defined in a manner as may be mutually agreed) on a pro forma basis after giving effect to the Transaction, (y) a minimum interest coverage ratio (i.e., adjusted EBITDA to all interest and other fees and expenses treated as interest under GAAP) on a pro forma basis after giving effect to the Transaction, and (z) a maximum capital expenditure limitation, in each case of (x), (y) and (z) at levels as may be mutually agreed with at least 25% cushion from the Borrower's projections, and in each case of (i) and (ii) above, such exceptions and baskets as are customary for term loan financings as may be mutually agreed and, where applicable, substantially the same as those in the Existing Credit Agreement and additional exceptions and increased baskets as may be mutually agreed (including that junior liens securing the Senior Secured Notes or the bridge financing shall be permitted), and except that the operational covenants will not be applicable to Elk and its subsidiaries until the Merger and there will be an affirmative covenant to require that if the Merger does not occur by the Tranche II Final Funding Date, the Borrower shall sell, or cause to be sold, the shares of Elk acquired in the tender offer no later than a date six months following the Tranche II Final Funding Date and with the proceeds thereof to be applied to repay the Term Loans.

B. Revolving Credit Facility

Use of Proceeds: The proceeds of loans under the Revolving Credit Facility (the "Revolving Loans") shall be utilized for working capital, capital expenditures and general corporate purposes, provided that not more than $150 million plus such amount, if any, by which the Revolving Credit Facility is so increased at or prior to the Merger (plus seasonal working capital requirements and excluding for this purpose any reductions in availability for outstanding letters of credit) or such greater amount as may be mutually agreed of the proceeds of the Revolving Credit Facility may be utilized to pay amounts owing to effect the Transaction or to pay any fees and expenses incurred in connection with the Transaction.

Maturity:

The final maturity date of the Revolving Credit Facility shall be 5 years from the Closing Date (the "Revolving Loan Maturity Date").

Availability:

Revolving Loans may be borrowed, repaid and reborrowed on and after the Closing Date and prior to the Revolving Loan Maturity Date in accordance with the terms of the Operative Documents (which terms will be substantially the same as the terms of the Existing Credit Agreement).



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Letters of Credit:

Up to $150 million of the Revolving Credit Facility will be available for the issuance of stand by and trade letters of credit ("Letters of Credit") to support obligations of the Borrower and its subsidiaries on terms substantially the same as those contained in the Existing Credit Agreement. Maturities for Letters of Credit will not exceed twelve months in the case of standby Letters of Credit or 180 days in the case of trade Letters of Credit, renewable annually thereafter in the case of standby Letters or Credit and, in any event, shall not extend beyond the 30th business day prior to the Revolving Loan Maturity Date unless cash collateralized.

Borrowing Base:

Substantially the same as under the Existing Credit Agreement with respect to Eligible Receivables, Eligible Inventory and Eligible Precious Metals (each such term as defined in the Existing Credit Agreement); provided, however, that any Eligible Receivables, Eligible Inventory and Eligible Precious Metals of Elk and its subsidiaries shall be included in the Borrowing Base only after the Merger and the Lead Arrangers having received a reasonably satisfactory field examination and inventory appraisal with respect to such assets.

Security:

All amounts owing under the Revolving Credit Facility and (if applicable) the secured hedging agreements and cash management liabilities (and obligations under the related Guaranties) will be secured by a first priority perfected security interest in all receivables, inventory, platinum and rhodium, deposit accounts and other current assets of the Borrower and the Guarantors and proceeds thereof (the "Revolving Credit Collateral" and together with the Term Loan Collateral, the "Collateral").



All documentation evidencing the security required pursuant to the immediately preceding paragraph shall be in substantially the same form and substance as provided under the Existing Loan Documents, with the same exceptions as provided by the Existing Loan Documents and such additional exceptions as may be mutually agreed.

Optional Commitment Reductions:

Same as provided in the Existing Credit Agreement.

Cash Dominion:

A person to be appointed as the collateral agent for the secured parties will be granted cash dominion only if Available Liquidity (as defined in the Existing Credit Agreement) is below 10% of the Revolving Credit Facility or during the continuance of an Event of Default (to be defined in a manner consistent with such definition in the Existing Credit Agreement).

Commitment Fee:

A commitment fee, at a per annum rate of 0.30%, on the daily undrawn portion of the commitments of each Lender under the Revolving Credit Facility, will commence accruing on the Closing Date and will be payable quarterly in arrears, and will be subject to a leverage-based or utilization-based pricing grid.


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Letter of Credit Fees:

A letter of credit fee equal to the Applicable Margin for Revolving Loans maintained as Eurodollar Loans on the outstanding stated amount of Letters of Credit (the "Letter of Credit Fee") to be shared proportionately by the Lenders under the Revolving Credit Facility in accordance with their participation in the respective Letter of Credit, and a facing fee of 1/4 of 1% per annum (but in no event less than $500 per annum for each Letter of Credit) (the "Facing Fee") to be paid to the issuer of each Letter of Credit for its own account, in each case calculated on the aggregate stated amount of all Letters of Credit for the stated duration thereof. Letter of Credit Fees and Facing Fees shall be payable quarterly in arrears. In addition, the issuer of a Letter of Credit will be paid its customary administrative charges in connection with Letters of Credit issued by it.

Covenants:

Substantially the same covenants as in the Existing Credit Agreement (with substantially the same exceptions and baskets as in the Existing Credit Agreement and additional exceptions and increased baskets as may be mutually agreed), including, without limitation, a minimum interest coverage ratio and a maximum capital expenditure limitation, in each case applicable only if Available Liquidity is below a level as may be mutually agreed, and junior liens securing the Senior Secured Notes or the bridge financing shall be permitted and except that the operational covenants will not be applicable to Elk and its subsidiaries until the Merger.

II. Terms Applicable to All Credit Facilities

Administrative Agent: DBNY (in such capacity, the "Administrative Agent").

Joint Lead Arrangers and Joint Book Running Managers:

DBSI, Bear Stearns and JPMorgan (in such capacity, the "Lead Arrangers").

Lenders:

DBNY, BSCL and JPMCB and/or a syndicate of lenders arranged by the Lead Arrangers (the "Lenders").

Guaranties:

Each direct and indirect non-borrower domestic subsidiary of BMCA (each, a "Guarantor" and, collectively, the "Guarantors") shall be required to provide an unconditional guaranty of all amounts owing under the Senior Secured Financing (the "Guaranties"), provided that Elk (and its subsidiaries) will not be required to be Guarantors until the consummation of the Merger. Such Guaranties shall be in substantially the same form and substance as provided by the Existing Loan Documents.



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Intercreditor Agreement:

The Administrative Agent for each of the Term Loan Facility and the Revolving Credit Facility will enter into an Intercreditor Agreement to reflect the relative priority of the security interests in the Collateral and the related creditor's rights. The intercreditor agreement will contain, among other things, customary agreements between the holders of the obligations under the Revolving Credit Facility, the Term Loan Facility, the 2014 Notes and any untendered 8% Notes due 2007 and 2008 (which will be equally and ratably secured with the 2014 Notes) with respect to (a) the subordination of liens, (b) rights to control the enforcement of remedies with respect to the respective Collateral, including standstill periods and release of Collateral, (c) the agreement to hold in trust and turn over to the creditors holding a senior lien in the respective Collateral any proceeds received from such Collateral and (d) agreement not to oppose certain uses of cash collateral or DIP financings.

Incremental Facility:

The Borrower shall be entitled, on one or more occasions, to obtain additional commitments to make and incur loans under the Term Loan Facility or the Revolving Credit Facility in an aggregate principal amount of up to $250 million, subject to substantially the same terms and conditions as provided in the Existing Credit Agreement.

Voluntary Prepayments:

Substantially the same as in the Existing Credit Agreement.

Mandatory Repayments and
Commitment Reductions:


Mandatory repayments of Term Loans shall be required from (a) 100% of the proceeds (net of taxes and costs and expenses in connection with the sale) from non-ordinary-course sales of assets which constitute Collateral which is subject to a first lien to secure the Term Loans (other than certain assets as may be mutually agreed and subject to reinvestment exceptions as may be mutually agreed), (b) 100% of the net proceeds from issuances of debt (with customary and additional exceptions as may be mutually agreed, including in any event of any refinancing of any bridge financing in respect of the Senior Secured Notes with an issuance of permanent Senior Secured Notes), and (c) 100% of the net proceeds from insurance recovery and condemnation events of the Borrower and its subsidiaries (subject to certain reinvestment rights as may be mutually agreed).


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All mandatory repayments of Term Loans shall apply to reduce future scheduled amortization payments of the Term Loans being repaid pro rata based upon the then remaining amounts of such payments. To the extent the amount of any mandatory repayment which would otherwise be required as provided above exceeds the aggregate principal amount of Term Loans then outstanding, such excess shall apply to repay advances (but not reduce the commitment) under the Revolving Credit Facility. In addition, (i) if at any time the outstandings pursuant to the Revolving Credit Facility (including Letter of Credit outstandings) exceed the lesser of (x) aggregate commitments with respect thereto or (y) the Borrowing Base, prepayments of Revolving Loans (and/or the cash collateralization of Letters of Credit) shall be required in an amount equal to such excess, and (ii) after giving effect to the consummation of the Merger, all unutilized commitments under the Term Loan Facility (if any) shall be terminated in their entirety, and (iv) 100% of proceeds (net of taxes and costs and expenses in connection with the sale) from non-ordinary-course sales of assets which constitute Collateral which is subject to a first lien to secure the Revolving Loans shall be applied to repay advances (but not reduce the Commitment) under the Revolving Credit Facility.

Interest Rates:

At the Borrower's option, Loans may be maintained from time to time as (x) Base Rate Loans, which shall bear interest at the Base Rate in effect from time to time plus the Applicable Margin (as defined below) or (y) Eurodollar Loans, which shall bear interest at the Eurodollar Rate (adjusted for maximum reserves) as determined by the Administrative Agent for the respective interest period plus the Applicable Margin; provided, however, that until the earlier to occur of (i) the 60th day following the Closing Date or (ii) the date upon which the Lead Arrangers shall determine in its sole discretion that the primary syndication of the Credit Facilities has been completed, Eurodollar Loans shall not be permitted to be incurred/Eurodollar Loans shall be restricted to a single one month interest period at all times, with the first such interest period to begin not sooner than 3 business days (nor later than 5 business days) after the Closing Date and with any subsequent interest periods to begin on the last day of the prior one month interest period theretofore in effect.



"Applicable Margin" shall mean a percentage per annum equal to (w) in the case of Term Loans (A) maintained as Base Rate Loans, 1.75%, and (B) maintained as Eurodollar Loans, 2.75%; and (x) in the case of Revolving Loans (A) maintained as Base Rate Loans, 0.50%, and (B) maintained as Eurodollar Loans, 1.50%; provided, however, that the Applicable Margin for Revolving Loans shall be subject to a leverage based pricing grid.



"Base Rate" shall mean the higher of (x) the rate that the Administrative Agent announces from time to time as its prime lending rate, as in effect from time to time, and (y) 1/2 of 1% in excess of the overnight federal funds rate.



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Interest periods of 1, 2, 3 and 6 months or, to the extent agreed to by all respective Lenders with commitments and/or Loans under a given tranche of the Credit Facilities, 9 or 12 months, shall be available in the case of Eurodollar Loans.



The Credit Facilities shall include customary protective provisions for such matters as defaulting banks, capital adequacy, increased costs, reserves, funding losses, illegality and withholding taxes. The Borrower shall have the right to replace any Lender that (i) charges a material amount in excess of that being charged by the other respective Lenders with respect to contingencies described in the immediately preceding sentence or (ii) refuses to consent to certain amendments or waivers of the respective Senior Secured Financing which expressly require the consent of such Lender and which have been approved by the respective Required Lenders.



Interest in respect of Base Rate Loans shall be payable quarterly in arrears on the last business day of each calendar quarter. Interest in respect of Eurodollar Loans shall be payable in arrears at the end of the applicable interest period and every three months in the case of interest periods in excess of three months. Interest will also be payable at the time of repayment of any Loans and at maturity. All interest on Base Rate Loans, Eurodollar Loans and commitment fees and any other fees shall be based on a 360 day year and actual days elapsed (or, in the case of Base Rate Loans determined by reference to the prime lending rate, a 365/366 day year and actual days elapsed).

Default Interest:

Overdue principal, interest and other amounts shall bear interest at a rate per annum equal to the greater of (i) the rate which is 2% in excess of the rate otherwise applicable to Base Rate Loans of the respective tranche under the Senior Secured Financing from time to time and (ii) the rate which is 2% in excess of the rate then borne by such borrowings. Such interest shall be payable on demand.

Agent/Lender Fees:

The Administrative Agent, the Lead Arrangers and the Lenders shall receive such fees as have been separately agreed upon.


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Assignments and Participations:

The Borrower may not assign its rights or obligations under the Senior Secured Financing. Any Lender may assign, and may sell participations in, its rights and obligations under the Senior Secured Financing, subject (x) in the case of participations, to customary restrictions on the voting rights of the participants and (y) in the case of assignments, to such limitations as may be established by the Administrative Agent (including (i) a minimum assignment amount as may be mutually agreed (or, if less, the entire amount of such assignor's commitments and outstanding Loans at such time), (ii) an assignment fee in the amount of $3,500 to be paid by the respective assignor or assignee to the Administrative Agent and (iii) the receipt of the consent of the Administrative Agent (not to be unreasonably withheld or delayed)). The Senior Secured Financing shall provide for a mechanism which will allow for each assignee to become a direct signatory to the Senior Secured Financing and will relieve the assigning Lender of its obligations with respect to the assigned portion of its commitment. Except during the continuance of a Default, the consent of the Borrower will be required for an assignment, which consent will not be unreasonably withheld.



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Waivers and Amendments:

Amendments and waivers of the provisions of the loan documentation will require the approval of Lenders holding commitments and/or outstandings (as appropriate) representing more than 50% of the aggregate commitments and outstandings under the Term Loan Facility or the Revolving Credit Facility, as the case may be (the "Required Lenders"), except that (a) the consent of each Lender affected thereby will be required with respect to (i) increases in commitment amounts, (ii) reductions of principal, interest or fees and (iii) extensions of final scheduled maturities or times for payment of interest or fees, (b) the consent of all of the Lenders shall be required with respect to releases of all or substantially all of the respective Collateral, and (c) the approval of Lenders holding commitments representing more than 662/3% of the aggregate commitments under the Revolving Credit Facility will be required with respect to any changes to the Borrowing Base (or the definitions therein) which would result in an increase in availability thereunder; provided, however, that if any of the matters described in clause (a) or (b) above is agreed to by the Required Lenders, the Borrower shall have the right to either (x) substitute any non consenting Lender by having its Loans and commitments assigned, at par, to one or more other institutions, subject to the assignment provisions described above, or (y) with the consent of the Required Lenders, terminate the commitment of any non consenting Lender, subject to repayment in full of all obligations of the Borrower owed to such Lender relating to the Loans and participations held by such Lender.

Documentation; Governing Law:

The Lenders' commitments for the Senior Secured Financing will be subject to the negotiation, execution and delivery of definitive financing agreements (and related security documentation, guaranties, etc.) consistent with the terms of this Term Sheet, in each case prepared by Shearman & Sterling LLP as counsel to the Administrative Agent, and reasonably satisfactory to the Administrative Agent and the Lenders (including, without limitation, as to the terms, conditions, representations, covenants and events of default contained therein); provided, however, that except as expressly provided herein, such definitive financing agreements will be in substantially the same form and substance as the Existing Loan Documents. All documentation shall be governed by the internal law of the State of New York (except security documentation that should be governed by local law).

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Conditions Precedent:

A.

To Tranche I and the Initial Loans under the Revolving Credit Facility

1.

Except for the funding of the Credit Facilities, the Tender Offer shall have been consummated (or will be concurrently consummated) in accordance in all material respects with the documentation therefor after giving effect to any waivers or amendments to such documentation that (a) are not materially adverse to the interests of the Lenders, or (b) to which the Lead Arrangers have given their consent, such consent not to be unreasonably withheld, conditioned or delayed.

2.

BMCA shall have accepted for payment and paid for all of (i) its 8% Senior Notes due 2007 and (ii) its 8% Senior Notes due 2008 tendered on the date hereof pursuant to the Offer to Purchase and Consent Solicitation Statement dated December 20, 2006, which shall be not less than a majority of each series of notes and the supplemental indentures with respect thereto shall have become effective. In addition, the Existing Credit Agreement shall have been terminated and all liens thereunder released.

3.

The Borrower shall have received gross cash proceeds of at least $325 million (calculated before underwriting fees) from the issuance of the Senior Secured Notes (or the bridge loan) and shall have used all such cash proceeds to make payments owing in connection with the Transaction before utilizing any proceeds of Loans for such purpose.

4.

After giving effect to the consummation of the Tender Offer, BMCA and its subsidiaries (other than Elk and its subsidiaries) shall have no outstanding indebtedness or material contingent liabilities, except for indebtedness incurred pursuant to the (i) Senior Secured Notes (or the Bridge Loans), (ii) the Senior Secured Financing, (iii) the 2014 Notes, (iv) such other existing indebtedness and contingent liabilities permitted under the Existing Credit Agreement and (v) such additional indebtedness and contingent liabilities as shall be permitted by the Operative Documents (the "Existing Indebtedness").

5.

All costs, fees, expenses (including, without limitation, legal fees and expenses) and other compensation contemplated hereby, payable to the Lead Arrangers and the Lenders or otherwise payable in respect of the Transaction shall have been paid to the extent due.



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6.

The Guaranties shall have been executed and be in full force and effect and all Security Agreements, documents and instruments required to perfect the respective Agent's security interest in the Collateral shall have been executed and delivered and, if applicable, be in proper form for filing, and none of the Collateral shall be subject to any other pledges, security interest or mortgages, except for liens permitted under the Operative Documents; provided, however that with respect to any Collateral (other than the pledge and perfection of the security interests in the capital stock of subsidiaries held by the Borrower and the Guarantors and other assets pursuant to which a lien may be perfected by filing of a financing statement under the Uniform Commercial Code (a "UCC Financing Statement")), the security interest in which may not be perfected by filing of a UCC Financing Statement, if the perfection of Agent's security interest in such Collateral may not be accomplished prior to the Closing Date without undue burden or expense and without the taking of any action that goes beyond commercial reasonableness, then the delivery of documents and instruments for perfection of such security interests shall not constitute a condition precedent to the initial borrowings under the Credit Facilities, if the Borrower agrees to deliver or cause to he delivered such documents and instruments, and take or cause to he taken such other actions as may be required to perfect such security interests within a mutually agreed period of time after the Closing Date.

7.

The respective Lenders shall have received (x) customary legal opinions from counsel (including, without limitation, New York counsel) reasonably acceptable to the Administrative Agent and (y) a solvency certificate, in the same form and substance as provided under the Existing Credit Agreement, from the chief financial officer of BMCA.

8.

BMCA shall use its reasonable efforts to obtain ratings (of any level) for the Senior Secured Financing from Standard & Poor's Ratings Services and Moody's Investors Services, Inc.

B.

To Tranche II:

1.

Except for the funding of Tranche II, the Merger shall have been consummated (or will be concurrently consummated) in accordance in all material respects with the documentation therefor (including any proxy statement) after giving effect to any waivers or amendments to such documentation that (a) are not materially adverse to the interests of the Lenders, or (b) to which the Lead Arrangers have given their consent, such consent not to be unreasonably withheld, conditioned or delayed.

2.

After giving effect to the consummation of the Merger, Elk and its subsidiaries shall have no outstanding indebtedness or arrangements satisfactory to the Lead Arrangers shall have been made for repayment of such indebtedness except as permitted by the documentation for the Operative Documents.

3.

All costs, fees, expenses (including, without limitation, legal fees and expenses) and other compensation contemplated hereby, payable to the Lead Arrangers and the Lenders or otherwise payable in respect of the Merger shall have been paid to the extent due.


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C.

To All Loans and Letters of Credit:

1.

All representations and warranties shall be true and correct in all material respects on and as of the date of each borrowing of a Loan and each issuance of a Letter of Credit (although any representations and warranties which expressly relate to a given date or period shall be required to be true and correct in all material respects as of the respective date or for the respective period, as the case may be), before and after giving effect to such borrowing or issuance and to the application of the proceeds therefrom, as though made on and as of such date provided, however, that, (i) notwithstanding anything in this Commitment Letter, the Fee Letter, the Operative Documents or any other letter agreement or other undertaking concerning the financing of the Transaction to the contrary, the only representations in respect of Elk or any of its subsidiaries, the making of which shall be a condition to availability of Revolving Loans for the purpose of purchasing Company Stock pursuant to the Acquisition, or the availability of Tranche I or Tranche II (or any other Term Loans prior to the date of the Merger) shall be (A) such of the representations made by Elk in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that BMCA has the right to terminate its obligations under the Merger Agreement as a result of a breach of such representations in the Merger Agreement (determined without regard to whether any notice is required to be delivered by BMCA) and (B) the Specified Representations (as defined below) and (ii) with respect to the availability of Revolving Loans, the purpose of which are not to purchase Company Stock, all representations and warranties contained in the Operative Documents in respect of Elk or any of its subsidiaries prior to the Merger shall be true and correct in all material respects to the best of BMCA's knowledge. For purposes hereof, "Specified Representations" means the representations and warranties set forth this Commitment Letter relating to corporate power and authority, the execution, delivery, and enforceability of the Operative Documents, Federal Reserve margin regulations, the Investment Company Act and status of the Credit Facilities as senior debt.

2.

No Default under the Credit Facilities or event which with the giving of notice or lapse of time or both would be a Default under the Credit Facilities (except, in the case of Tranche I, Tranche II and Revolving Loans which are used to purchase Company Stock, (or any other Term Loans prior to the date of the Merger), with respect to a breach of representations that are not conditions to funding of such loans), shall have occurred and be continuing, or would result from any borrowing of a Loan or issuance of a Letter of Credit.


Representations and Warranties:

Substantially the same as in the Existing Loan Documents.

Events of Default:

Substantially the same as in the Existing Loan Documents.

Indemnification:

Substantially the same as in the Existing Loan Documents.

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https://www.sec.gov/Archives/edgar/data/32017/000104746907000480/a2175735zex-99_b1.htm

EX-99.(B)(2) 5 a2175735zex-99_b2.htm EXHIBIT 99.(B)(2)
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Exhibit (b)(2)

DEUTSCHE BANK AG
CAYMAN ISLAND
BRANCH
60 Wall Street
New York, NY 10005

BEAR STEARNS
CORPORATE
LENDING INC.
383 Madison Avenue
New York, NY 10179

JPMORGAN CHASE
BANK, N.A.
270 Park Avenue
New York, NY 10017

January 26, 2007

Building Materials Corporation of America,
BMCA Acquisition Inc. and
BMCA Acquisition Sub Inc.
1361 Alps Road
Wayne, New Jersey 07470

Attention: John Maitner

Re: Bridge Commitment Letter

Ladies and Gentlemen:

We understand that BMCA Acquisition Sub Inc. (the "Purchaser"), a direct wholly-owned subsidiary of BMCA Acquisition Inc. and an indirect wholly-owned subsidiary of Building Materials Corporation of America ("BMCA") intends to offer to acquire through a tender offer (the "Tender Offer") for up to $43.50 in cash per share all of the outstanding shares (and associated Series A Participating Preference Stock Rights) of the common stock, $1.00 par value (the "Company Stock"), of ElkCorp, a Delaware corporation ("Elk"), but in any event not less than sufficient shares of Company Stock to enable the Purchaser—voting without any other shareholders of Elk, (other than Heyman Investment Associates Limited Partnership ("HIA") which has agreed to sell to you at its cost its shares of Elk) to approve a merger of the Purchaser with Elk, and that as soon a practicable after the closing of the Tender Offer (the "Closing Date"), the Purchaser will consummate a merger with Elk (the "Merger" and, together with the Tender Offer, the "Acquisition"). We further understand that the funding requirements for the Acquisition (including related fees and expenses) and the refinancing and/or redemption (the "Refinancing") of certain of the outstanding indebtedness of BMCA and Elk, together with ongoing working capital needs, will be met from the proceeds of (i) a term loan facility (the "Term Loan Facility") of up to $975 million to be drawn in two tranches, the first on the Closing Date and the second on the closing of the Merger, (ii) a revolving credit facility (the "Revolving Credit Facility" and, together with the Term Loan Facility, the "Bank Financing") of up to $600 million (of which up to $150 million (plus seasonal working capital requirement and excluding for this purpose any reductions in availability for outstanding letters of credit) or such greater amount as may be mutually agreed with the lenders providing the Bank Financing will be drawn on the Closing Date), and (iii) either the Bridge Loan (as defined below) or the issuance and sale of the Debt Securities (as defined below). The Acquisition, the Refinancing, the Bank Financing, the Bridge Loan and the issuance and sale of the Debt Securities are herein collectively referred to as the "Transaction".1

1We also understand that, in accordance with the terms of the Bank Financing, you may elect, at or price to the Merger, to increase the Revolving Credit Facility by up to $100 million provided that the Term Loan Facility is reduced by an equal amount.


In connection with the Transaction, you have engaged one or more investment banks satisfactory to the Lenders (the "Take Out Banks") to sell or place senior secured debt securities (the "Debt Securities").

You have requested that Deutsche Bank AG Cayman Islands Branch ("DB Cayman"), Bear Stearns Corporate Lending Inc. ("BSCL") and JPMorgan Chase Bank, N.A. ("JPMCB" and together with DB Cayman and BSCL, collectively, the "Lenders") commit to provide funds in the aggregate amount of up to $325 million in the form of a senior secured bridge loan to be made available as described in Section 1 hereof (the "Bridge Loan").

Section 1. Bridge Loan. Subject to the terms and conditions hereof and in the Summary Term Sheet attached hereto as Exhibit A (the "Term Sheet" and together with this letter, collectively, the "Bridge Commitment Letter"), (a) DB Cayman is pleased to confirm its several and not joint commitment to provide 50% of the Bridge Loan on the Closing Date, (b) BSCL is pleased to confirm its several and not joint commitment to provide 35% of the Bridge Loan on the Closing Date and (c) JPMCB is pleased to confirm its several and not joint commitment to provide 15% of the Bridge Loan on the Closing Date. The proceeds of the Bridge Loan shall be used solely to finance the Tender Offer, the Refinancing and to pay fees and expenses incurred in connection therewith. The principal terms of the Bridge Loan are summarized in the Term Sheet.

DB Cayman and BSCL are pleased to confirm that they, or one of their respective affiliates, will act as a Joint Lead Arrangers and Joint Book Running Managers for the Bridge Loan. JPMCB is pleased to confirm that it, or one of its affiliates, will act as a Joint Book Running Manager for the Bridge Loan. It being understood and agreed that the DB Cayman name or its affiliate's name shall appear to the left of BSCL or its affiliates and that the BSCL name or its affiliates name shall appear immediately above or immediately to the left of JPMCB on the offering documents.

Unless the Lenders' commitments hereunder shall have been terminated pursuant to Section 7, the Lenders shall have the exclusive right to provide the Bridge Loan or other bridge or interim financing required in connection with the Transaction.

You represent, warrant and covenant that (i) no written information, other than business and financial projections, budgets, pro forma data and forecasts, that has been or is hereafter furnished by you or on your behalf to the Lenders connection with Transaction and (ii) no other information given to the Lenders and supplied or approved by you or on your behalf (such written information and other information being referred to herein collectively as the "Information") taken as a whole contained (or, in the case of Information furnished after the date hereof, will contain), as of the time it was (or hereafter is) furnished, any material misstatement of fact or omitted (or will omit) as of such time to state any material fact necessary to make the statements therein taken as a whole not misleading, in the light of the circumstances under which they were (or hereafter are) made; provided that, with respect to Elk and its subsidiaries, the foregoing representation is limited to your best knowledge. With respect to business and financial projections, budgets, pro forma data and forecasts, if any (collectively, the "Projections"), that have been or will be prepared by you or on your behalf and has been or is hereafter furnished by you or on your behalf to the Lenders in connection with Transaction, no representation, warranty or covenant is made other than that the Projections have been (and, in the case of Projections furnished after the date hereof, will be) prepared in good faith based on assumptions believed to be reasonable at the time of preparation thereof (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the Company's control, and that no assurance can be given that the Projections will be realized). You agree to supplement the Information and the Projections from time to time until the date of the initial borrowing under the Senior Secured Financing, as appropriate, so that the representations and warranties in the preceding sentence remain correct. In arranging and syndicating the Bridge Loans, the Lenders will be using and relying on the Information and the Projections.

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Section 2. Financing Documentation. The making of the Bridge Loan will be governed by definitive loan or note purchase and related agreements and other relevant documentation (collectively, the "Financing Documentation") in form and substance reasonably satisfactory to the Lenders and to you. The Financing Documentation shall be prepared by Shearman & Sterling LLP, special counsel to the Lenders and shall contain such covenants, terms and conditions consistent with this Bridge Commitment Letter.

Section 3. Conditions. The obligation of each Lender under Section 1 of this Bridge Commitment Letter to provide its portion of the Bridge Loan is subject to fulfillment of the conditions set forth in the commitment letter (including the term sheets attached thereto) relating to the Bank Financing of even date herewith for which Deutsche Bank Securities Inc. ("DBSI"), Bear, Stearns & Co. Inc. ("Bear Stearns") and J.P. Morgan Securities Inc. ("JPMorgan") and/or their respective designated affiliates are acting as a lead arranger (provided that the Lenders shall (separately from the agent(s) in respect of the Bank Financing) have the right to confirm compliance with, and/or to waive compliance with, all such conditions precedent) and the following additional conditions:

(a) Financing Documentation. BMCA, the Purchaser and BMCA Acquisition Inc. and the Lenders shall have entered into the Financing Documentation relating to the Bridge Loan and the transactions contemplated thereby incorporating the terms and conditions outlined in this Bridge Commitment Letter.

(b) Bank Financing. BMCA, the Purchaser and BMCA Acquisition Inc. shall have obtained the Bank Financing (collectively with all documents and instruments related thereto or delivered in connection therewith, the "Bank Documents"). The Bank Documents shall be in full force and effect and the parties thereto shall be in compliance with all material agreements thereunder.

Section 4. Take Out Banks. You shall have engaged the Take Out Banks to publicly offer or privately place the Debt Securities, the proceeds of which will be used to prepay in whole or in part the Bridge Loan. Promptly after the funding of the Bridge Loan, you shall use commercially reasonable efforts to (i) prepare offering memoranda relating to the issuance of the Debt Securities (which offering memoranda shall contain audited, unaudited and pro forma financial statements meeting the requirements (except with respect to Rule 3-10) of Regulation S X under the Securities Act of 1933, as amended, of you and Elk (provided that with respect to Elk and its subsidiaries, such pro forma information shall be based on the publicly available information of Elk and its subsidiaries), as applicable, for the periods required of a registrant on Form S 1); (ii) afford the opportunity to market such Debt Securities pursuant to such offering memoranda; and (iii) assist the Take Out Banks in marketing the Debt Securities, including, without limitation, having prepared the offering memorandum relating thereto, having made your senior management and other appropriate representatives available (at mutually agreeable times) to participate in meetings with prospective investors and having provided such information and assistance as the Take Out Banks shall have reasonably requested during the course of such marketing process.

Section 5. Indemnification and Contribution. You agree to indemnify each Lender, each entity to which such Lender syndicates or assigns any portion of its commitment hereunder pursuant to Section 8 hereof and each of their respective affiliates and their respective officers, directors, employees, agents, representatives and control persons to the extent set forth in Annex I hereto, which annex is incorporated by reference herein and constitutes a part hereof.

Section 6. Expenses. In addition to any fees that may be payable to the Lenders hereunder and regardless of whether any of the transactions contemplated by this Bridge Commitment Letter are consummated, if this Bridge Commitment Letter is terminated, the Bridge Loan is made available or the Financing Documentation is executed and delivered, you hereby agree to reimburse the Lenders for all reasonable fees and disbursements of legal counsel, including but not limited to the reasonable fees and disbursements of Shearman & Sterling LLP, the Lenders' special counsel, and all of the Lenders'

3




travel and other reasonable out of pocket expenses incurred in connection with the Transaction or otherwise arising out of the Lenders' commitments hereunder.

Section 7. Termination. Each Lender's commitment hereunder to provide the Bridge Loan shall terminate, unless expressly agreed to by such Lender in its sole discretion to be extended to another date, on the earlier of (A) June 30, 2007 if no portion of the Bridge Loan has been funded (other than as a result of failure of such Lender to fulfill their respective obligations hereunder), and (B) the date on which BMCA shall have informed such Lender that it has decided not to proceed with the Transaction. No such termination of such commitment shall affect your obligations under Sections 5 and 6 hereof or this Section 7, which shall survive any such termination.

Section 8. Assignment; Syndication. This Bridge Commitment Letter shall not be assignable by any party hereto without the prior written consent of the other parties (other than, in the case of either Lender, to an affiliate of such Lender, it being understood that any such affiliate shall be subject to the restrictions set forth in this Section 8); provided, however, that the Lenders shall have the right, in their sole discretion, to syndicate the Bridge Loan and their respective commitments with respect thereto among banks or other financial institutions pursuant to the Financing Documentation or otherwise and to sell, transfer or assign all or any portion of, or interests or participations in, the Bridge Loan and their respective commitments with respect thereto and any notes issued in connection therewith. You agree to use your commercially reasonable efforts, whether prior to or after the Closing Date, to assist the Lenders in syndicating the Bridge Loan or their commitments with respect thereto, including, without limitation, in connection with (x) the preparation of an information package regarding the Transaction, including the Information and the Projections described in Section 1 hereof, and (y) meetings and other communications with prospective lenders, including making your senior management and other appropriate representatives available (at mutually agreeable times) to participate in such meetings.

Section 9. Miscellaneous. THIS BRIDGE COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, AND ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR CONTEMPLATED BY THIS COMMITMENT LETTER IS HEREBY WAIVED. YOU HEREBY SUBMIT TO THE NON EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS COMMITMENT LETTER OR ANY MATTERS CONTEMPLATED HEREBY. This Bridge Commitment Letter embodies the entire agreement and understanding between you and the Lenders. The Bridge Commitment shall become effective upon your entry into a merger agreement with Elk and upon such effectiveness shall supercede all prior agreements and understandings relating to the subject matter hereof. This Bridge Commitment Letter may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument.

Each Lender reserves the right to employ the services of its affiliates (including, in the case of DB Cayman, DBSI and, in the case of BSCL, Bear Stearns and, in the case of JPMCB, JPMorgan) in providing services contemplated by this Bridge Commitment Letter and to allocate, in whole or in part, to its affiliates certain fees payable to such Lender in such manner as such Lender and its affiliates may agree in their sole discretion. You acknowledge that (i) each Lender may share with any of its affiliates (including, in the case of DB Cayman, DBSI and, in the case of BSCL, Bear Stearns and, in the case of JPMCB, JPMorgan) and such affiliates may share with such Lender (in each case, subject to any confidentiality agreements applicable thereto), any information related to you or your affiliates, Elk (including information relating to creditworthiness) or the Transaction, (ii) the Lenders and their affiliates may be providing debt financing, equity capital, financial advisory or other services (including financial advisory services to you, Elk and their respective affiliates) to other companies in respect of which you or Elk may have conflicting interests regarding the transactions described herein and otherwise and (iii) this Bridge Commitment Letter is not intended to create a fiduciary relationship among the parties hereto.

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This Bridge Commitment Letter is furnished for your benefit, and may not be relied upon by any other person or entity. Except as otherwise agreed in writing between us, you agree that this Bridge Commitment Letter is for your confidential use only and that neither its existence nor the terms hereof will be disclosed by you to any person other than your officers, directors, employees, accountants, attorneys and other advisors, and then only on a "need to know" basis in connection with the transactions contemplated hereby and on a confidential basis. Notwithstanding the foregoing, following your acceptance of the provisions hereof and your return of an executed counterpart of this Bridge Commitment Letter to us as provided below, (i) you shall be permitted to furnish a copy hereof to Elk and its advisors in connection with the proposed Acquisition, (ii) you may make public disclosure of the existence and amount of the commitments hereunder and of the identity of the Lenders, (iii) you may file a copy of this Bridge Commitment Letter in any public record in which it is required by law to be filed and (iv) you may make such other public disclosure of the terms and conditions hereof as, and to the extent, you believe in good faith, after consulting with counsel, is required by law or in connection with complying with a court order. Except as otherwise required by law or unless the Lenders have otherwise consented, you are not authorized prior to your acceptance of this Bridge Commitment Letter as provided below to show or circulate this Bridge Commitment Letter to any other person or entity (other than your legal or financial advisors in connection with your evaluation hereof).

If you are in agreement with the foregoing, please sign and return to the Lenders the enclosed copy of this Bridge Commitment Letter no later than 5:00 p.m., New York time, on January 31, 2007, whereupon the undertakings of the parties shall become effective to the extent and in the manner provided hereby. This offer shall terminate if not so accepted by you on or prior to that time.

Very truly yours,

DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH
By:
/s/ ALBERT FISCHETTI
Name: Albert Fischetti
Title: Director

By:
/s/ STEPHEN CAYER
Name: Stephen Cayer
Title: Director

BEAR STEARNS CORPORATE LENDING INC.
By:
/s/ LAWRENCE B. ALLETTO
Name: Lawrence B. Alletto
Title: Vice President

JPMORGAN CHASE BANK, N.A.
By:
/s/ TERI STREUSAND
Name: Teri Streusand
Title: Vice President

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Accepted and Agreed to as of the date first above written:

BUILDING MATERIALS CORPORATION OF AMERICA
By:
/s/ JOHN M. MAITNER
Name: John M. Maitner
Title: Vice President and Treasurer

BMCA ACQUISITION INC.
By:
/s/ JOHN M. MAITNER
Name: John M. Maitner
Title: Vice President and Treasurer

BMCA ACQUISITION SUB INC.
By:
/s/ JOHN M. MAITNER
Name: John M. Maitner
Title: Vice President and Treasurer

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EXHIBIT A


Bridge Loan and Term Loan Facility
Summary Term Sheetb

Borrower: Building Materials Corporation of America ("BMCA"), BMCA Acquisition Inc. and BMCA Acquisition Sub Inc. (collectively, the "Borrower").

Guarantors:

All obligations under the Bridge Loan shall be unconditionally guaranteed on a senior basis by each of BMCA's subsidiaries that guarantee or are borrowers under the Bank Financing (collectively, the "Guarantors").

Lenders:
Deutsche Bank AG Cayman Islands Branch, Bear Stearns Corporate Lending Inc. and JPMorgan Chase Bank, N.A.

Administrative Agent:
Deutsche Bank AG Cayman Islands Branch (or a designee thereof)

Amount:
$325 million senior secured bridge loan (the "Bridge Loan").

Maturity:
Any outstanding amount under the Bridge Loan will be required to be repaid in full on the earlier of (a) one year following the initial funding date of the Bridge Loan and (b) the closing date of any permanent financing; provided, however, that if the Borrower has failed to raise permanent financing before the date set forth in (a) above, the Bridge Loan shall be converted, subject to the conditions outlined under "Conditions to Conversion of the Bridge Loan", to a senior term loan facility (the "Term Loan") with a maturity of eight years after the Closing Date; provided, further, however, that the Borrower shall pay to the Lenders on the Conversion Date (as defined below), a conversion cash fee equal to 1.75% of the principal amount of the Term Loan then outstanding (the "Conversion Fee"), subject to the Conversion Fee Rebate (as defined below).

bCapitalized terms used herein and not defined herein shall have the meanings provided in the bridge commitment letter to which this summary term sheet is attached.
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The Conversion Fee Rebate shall mean the obligation of the Lenders to rebate the Applicable Percentage of the Conversion Fee to the extent the Term Loan is repaid in full with the proceeds of Debt Securities within the time frames set forth below after the repayment thereof (it being agreed that if the Bridge Loan is partially repaid, such rebates will be reduced pro rata to the portion of the Term Loan so repaid):

Number of Days   Applicable    Percentage

0-90 75%
91-150 50%
151-210 25%
Thereafter 0%


Commitments, Funding and Other Fees:

(i) a cash fee of 0.50% of the total amount committed shall be earned by the Lenders, to be allocated pro rata between the Lenders based on their respective commitments, upon execution of the Bridge Commitment Letter and be due and payable upon the Closing Date (it being understood that no fee is payable under this clause (i) if the Closing Date does not occur); and (ii) on the date of funding of the Bridge Loan (the "Funding Date"), the Borrower shall pay a cash fee (the "Funding Fee") to the Lenders, to be allocated pro rata between the Lenders based on their respective commitments, equal to 1.25% of the aggregate principal amount of the Bridge Loan funded on the Funding Date, subject to the Funding Fee Rebate (as defined below).

The Funding Fee Rebate shall mean the obligation of the Lenders to rebate the Applicable Percentage of the Funding Fee to the extent the Bridge Loan is repaid in full with the proceeds of Debt Securities within the time frames set forth below after the repayment thereof (it being agreed that if the Bridge Loan is partially repaid, such rebates will be reduced pro rata to the portion of the Bridge Loan so repaid):

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Number of Days    Applicable  Percentage

0-30 100%
31-90 75%
91-150 50%
151-210 25%
Thereafter 0%


Use of Proceeds:

To fund in part the Tender Offer and the Refinancing and to pay related fees and expenses.

Interest Rate:

The Bridge Loan and the Term Loan, as applicable, shall bear interest, reset monthly, at the rate of the three month LIBOR plus 4.25% per annum (the "Interest Rate") and such spread (the "Spread") over LIBOR shall automatically increase by 0.5% on the three (3) month anniversary of the Closing Date and for each period of three months (or portion thereof) thereafter that the Bridge Loan or the Term Loan, as the case may be, is outstanding; provided, however, that the interest rate determined in accordance with the foregoing shall not exceed 11.25% per annum (the "Fixed Rate") at any time. At any time on or after the date the Borrower converts the Bridge Loan to the Term Loan (the "Conversion Date"), the Term Loan shall initially bear interest rate per annum equal to the interest rate per annum then in effect with respect to the Bridge Loan.



Interest on the Bridge Loan and the Term Loan shall be payable on a quarterly basis; provided, however, that at such time as the Term Loan bears interest at the Fixed Rate, interest shall be payable on a semi annual basis.

Security:

All amounts owing in respect of the Bridge Loan and the Term Loan will be secured by a perfected second priority security interest (subject to permitted liens) in all of the assets and property which constitute collateral for the Term Loan Facility and a perfected third priority security interest (subject to permitted liens) in all of the assets and property which constitute collateral for the Revolving Credit Facility (the "Collateral").



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To the extent applicable, the liens securing the Bridge Loan and the Term Loan will be junior and subordinate to the liens securing the Revolving Credit Facility, the Term Loan Facility and BMCA's 7.75% Notes due 2014 (the "2014 Notes") and BMCA's untendered 8% Notes due 2007 and 2008. The priority of the security interests in the Collateral and related creditors' rights will be set forth in an intercreditor agreement in form and substance satisfactory to the Borrower, the Administrative Agent under the Revolving Credit Facility, the Administrative Agent under the Term Loan Facility, the Lenders and the trustee under the indenture governing the 2014 Notes (the "2014 Indenture"). The intercreditor agreement will contain, among other things, customary agreements between the holders of the obligations under the Revolving Credit Facility, the Term Loan Facility, the 2014 Notes and the Lenders with respect to (i) the subordination of the liens securing the Bridge Loan, the Term Loan, (ii) the respective rights of the holders of obligations under the Revolving Credit Facility, the Term Loan Facility and the 2014 Notes to control the enforcement of remedies with respect to Collateral, subject to a standstill period as may be mutually agreed, and to control the release of Collateral, (iii) the agreement of the Lenders to hold in trust and turnover to the holders of the obligations under the Revolving Credit Facility, the Term Loan Facility and the 2014 Notes proceeds received from Collateral and (iv) the agreement of the Lenders not to oppose certain uses of cash collateral or DIP financings unless the holders of obligations under the Revolving Credit Facility and under the Term Loan Facility have opposed such uses of cash collateral or DIP financings.

Ranking:

The obligations of the Borrower and the Guarantors under the Bridge Loan will be senior obligations of the Borrower and the Guarantors and will rank (i) equal in right of payment to all senior indebtedness of the Borrower or such Guarantor, as the case may be, and (ii) senior to any subordinated indebtedness of the Borrower or such Guarantor, as the case may be.


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Optional Prepayment:

The Borrower may prepay the Bridge Loan or the Term Loan, in whole or in part, at any time at a redemption price equal to 100% of the principal amount thereof plus accrued interest thereon; provided, however, that to the extent the Bridge Loan is refinanced other than with the proceeds of Debt Securities, the Lenders shall be entitled to a redemption fee equal to 1.75% of the principal amount of the Bridge Loan so refinanced; provided, further, that at such time as the Term Loan bears interest at the Fixed Rate, the Term Loan shall be subject to redemption restrictions and premiums typical for high yield debt securities. No such optional prepayment shall be made without the consent of the Lenders, unless all amounts owing are paid in full.

Mandatory Prepayment:

Net proceeds of sales of debt securities or equity securities, in a public offering or private placement by the Borrower or any of its subsidiaries, and the net proceeds of asset sales shall be used to prepay the Bridge Loan plus accrued interest and any other amount payable thereunder to the full extent of the net proceeds so received to the extent such net proceeds are not required to retire the Bank Financing or any replacement or refinancing thereof. The Borrower will be required to make an offer to purchase all notes outstanding under the Bridge Loan or the Term Loan, as the case may be, upon the occurrence of a Change of Control (to be defined) in a manner reasonably acceptable to the Lenders and the Borrower.

Participation/Assignment or Syndication:

The Lenders may participate out or sell or assign, or syndicate to other lenders, the Bridge Loan or the Term Loan, in whole or in part, at any time, subject to compliance with applicable securities laws.



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Conditions to Conversion of the Bridge Loan:

One year after the Funding Date of any portion of the Bridge Loan, unless (A) the Borrower or any significant subsidiary thereof is subject to a bankruptcy or other insolvency proceeding, (B) there exists a payment default (whether or not matured) with respect to the Bridge Loan or the Conversion Fee or (C) there exists a default in the payment when due at final maturity of any indebtedness (excluding the indebtedness under the Bridge Loan) of the Borrower or any of its subsidiaries in excess of an amount as may be mutually agreed upon for any such default or all such defaults, or the maturity of such indebtedness shall have been accelerated, the Bridge Loan shall convert into the Term Loan; provided, however, that if an event described in clause (B) or (C) is continuing at the scheduled Conversion Date but the applicable grace period, if any, set forth in the events of default provision of the Bridge Loan has not expired, the Conversion Date shall be deferred until the earlier to occur of (i) the cure of such event or (ii) the expiration of any applicable grace period.

Debt Security Exchange:

The Lenders may at any time after the Conversion Date require that the Borrower exchange the Term Loan for long term notes which shall bear interest at the Fixed Rate, determined at such time, shall not be prepayable (subject to customary provisions relating to equity claw-back of up to 35%) for three years from the Conversion Date and shall have such other similar terms and conditions as contained in the 2014 Indenture (with such additional carve-outs, exceptions and increased baskets as may be mutually agreed) and shall provide customary registration rights, including, without limitation, a registered exchange offer or, if not permitted by applicable law to effect an exchange offer, demand registrations.

Covenants:

The Financing Documentation are expected to contain substantially the same affirmative and negative covenants as those in the 2014 Indenture (with carve-outs as provided in such indenture and with such other carve outs, exceptions and increased baskets as may be mutually agreed). Further, during the term of the Bridge Loan, it is expected that the covenants will be more restrictive than the covenants applicable to the Term Loan and will include additional prohibitive covenants relating to asset sales, certain acquisitions, certain debt incurrences and certain other corporate transactions as are customary for such financings.

Representations and Warranties:

Substantially the same as provided in the Term Loan Facility.


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Conditions Precedent:

As set forth in Section 3 of the Bridge Commitment Letter; provided, however that with respect to any Collateral (other than the pledge and perfection of the security interests in the capital stock of subsidiaries held by the Borrower and the Guarantors and other assets pursuant to which a lien may be perfected by filing of a financing statement under the Uniform Commercial Code (a "UCC Financing Statement")), the security interest in which may not be perfected by filing of a UCC Financing Statement, if the perfection of Agent's security interest in such Collateral may not be accomplished prior to the Funding Date without undue burden or expense and without the taking of any action that goes beyond commercial reasonableness, then the delivery of documents and instruments for perfection of such security interests shall not constitute a condition precedent to Bridge Loan, if the Borrower agrees to deliver or cause to he delivered such documents and instruments, and take or cause to be taken such other actions as may be required to perfect such security interests within a mutually agreed period of time after the Funding Date.

Events of Default:

Substantially the same as provided in the 2014 Indenture, subject to, in certain cases, notice and grace provisions as provided in the 2014 Indenture and additional notice and grace provisions as may be mutually agreed.

Governing Law and Forum:

The State of New York.

Indemnification and Expense Reimbursement:

Customary for transactions of this type.

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Annex I

In connection with the Bridge Commitment Letter to which this Annex I is attached (the "Agreement"):

You hereby agree to indemnify and hold harmless each Lender and each entity to which such Lender syndicates or assigns any portion of its commitment under the Agreement pursuant to Section 8 of the Agreement and their respective affiliates and their respective directors, officers, partners, employees, agents, representatives and control persons (collectively, the "Indemnified Persons") from and against any losses, claims, damages, liabilities or expenses incurred by them (including reasonable fees and disbursements of counsel) which (i) are related to or arise out of (A) actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by you or (B) actions taken or omitted to be taken by an Indemnified Person with your consent or in conformity with your actions or omissions or (ii) are otherwise related to or arise out of or in connection with, in each case, the proposed transactions giving rise to or contemplated by the Agreement, including modifications or future additions to the Agreement, or execution of letter agreements or other related activities, and to promptly reimburse each Lender and any other Indemnified Person for all expenses (including reasonable fees and disbursements of counsel) as incurred by such Lender or any such Indemnified Person in connection with investigating, preparing or defending any such action or claim, whether or not in connection with pending or threatened litigation in which such Lender or any other Indemnified Person is a party. You will not, however, be responsible for any losses, claims, damages, liabilities or expenses of any Indemnified Person pursuant to clause (ii) of the preceding sentence to the extent the same resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person (as determined by a proceeding in a court of competent jurisdiction). You also agree that if any indemnification sought by an Indemnified Person pursuant to the Agreement is unavailable or insufficient, for any reason, to hold harmless the Indemnified Persons in respect of any losses, claims, damages or liabilities (or actions in respect thereof), then (whether or not such Lender is the Indemnified Person) you and such Lender, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, liabilities, damages and expenses (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by you on the one hand and such Lender and the Indemnified Person on the other hand from the actual or proposed transactions giving rise to or contemplated by the Agreement or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of you on the one hand and such Lender and the Indemnified Person on the other, in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages, liabilities or expenses (or actions in respect thereof), as well as any other relevant equitable considerations; provided that in any event the aggregate contribution of such Lender and the other Indemnified Persons to all losses, claims, damages, liabilities and expenses with respect to which contributions are avail able hereunder will not exceed the amount of fees actually received by such Lender from you pursuant to the proposed transactions giving rise to the Agreement. For purposes of determining the relative benefits to you on the one hand, and such Lender on the other, under the proposed transactions giving rise to or contemplated by the Agreement, such benefits shall be deemed to be in the same proportion as (i) the total value paid or proposed to be paid by you pursuant to the transactions, whether or not consummated, for which such Lender is providing services as provided in the Agreement bears to (ii) the fees paid or proposed to be paid by you or on your behalf to such Lender in connection with the proposed transactions giving rise to or contemplated by the Agreement. The relative fault of the parties shall be determined by reference to, among other things, whether the actions taken or omitted to be taken in connection with the proposed transactions contemplated by the Agreement (including any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact) relates to information supplied by you on the one hand, or such Lender on the other, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such

8




action, statement or omission or alleged statement or omission, and any other equitable considerations appropriate in the circumstances. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation; Your indemnity, reimbursement and contribution obligations under this agreement shall be in addition to any rights that the Lenders or any other Indemnified Person may have at common law or otherwise.

If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Person proposes to demand indemnification, it shall notify you with reasonable promptness; provided, however, that any failure by such Indemnified Person to notify you shall not relieve you from your obligations hereunder (except to the extent that you are materially prejudiced by such failure to promptly notify).

No Indemnified Person shall be responsible or liable to you or any other person for consequential, special or punitive damages which may be alleged as a result of the Agreement or the financing contemplated thereby. You hereby consent to personal jurisdiction and service and venue in any court in which any claim which is subject to this agreement is brought against either Lender or any other Indemnified Person. This agreement may not be amended or modified except in writing. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR CONTEMPLATED BY THIS AGREEMENT IS HEREBY WAIVED. YOU HEREBY SUBMIT TO THE NON EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY.

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QuickLinks

Bridge Loan and Term Loan Facility Summary Term Sheet b
https://www.sec.gov/Archives/edgar/data/32017/000104746907000480/a2175735zex-99_b2.htm

 


History

In 1872 Deutsche Bank sets up its business in the United States of America

For more than 140 years Deutsche Bank has had business in the US - a long common history with its ups and downs. Financing the famous US railways is a prime example of Deutsche Bank's early participations in North America.

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A management team without experience of business abroad was hardly conceivable for a bank whose purpose, written into its articles of association, was to promote German foreign trade. Georg von Siemens, the first Spokesman of the Board of Managing Directors of Deutsche Bank, and his colleague Hermann Wallich had experience of foreign business, albeit not in North America. Another member of the Board of Managing Directors of the early days, who did not stay for long in the somber offices in Französische Strasse in Berlin, was a German-American: Wilhelm Platenius, whose knowledge of business in New York was to be of use to the bank.

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But the bank's first attempts to gain a footing on the American continents were not born under a lucky star. Deutsche Bank acquired takes in the German-Belgian La Plata Bank with operations in South America and in the newly founded private bank Knoblauch & Lichtenstein in New York already in 1872. As overseas business offices, the two companies brought more trouble than satisfaction. They were liquidated in the 1880s.

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That was during a period in which Deutsche Bank had already developed a strong interest in business in North American railway equities, an involvement that was to play an influential role in its activities in the United States until the First World War. American railway securities had already become popular in Germany starting in the middle of the 19th century - among both investors and speculators. The selection was gigantic, but sometimes the risk as well.

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Deutsche Bank came into close contact with the dazzling railway tycoon Henry Villard. He came from Germany and had worked his way up from modest circumstances to the top of several railway companies.

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He invited Siemens to the USA in 1883 and it was a veritable expedition corps that set out from Bremerhaven to celebrate the completion of the Northern Pacific Railway in the west of the USA in virtually Byzantine proportions together with Villard. However, it was in this excess that the fall had already been laid.

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Siemens saw the risks clearly enough, but had gained a positive impression of the company's development potential. He backed Deutsche Bank's participation in the Northern Pacific. Thus, the year 1883 marked the beginning of Deutsche Bank's North American syndicate business that stretched over the following three decades.

Of course, the Northern Pacific did not remain the only railway in which Deutsche Bank had a stake or with which it maintained business relationships, but it was the one that caused the most concerns for the Board of Managing Directors. Again and again, it came into difficulties because it invested more than it could finance. The risks of the involvement were already clearly foreseeable when Deutsche Bank initiated the foundation of the Deutsch-Amerikanische Treuhand-Gesellschaft in 1890. It was, as the bank's annual report formulated, "to become a concentration point around which European owners of American stocks and bonds could group when it came to legal and financial representation of their ownership rights as part of regular business or in emergency situations".

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Just such an emergency situation occurred in 1893: the Northern Pacific became insolvent. In the interests of the German investors, Siemens saw himself with no other choice but to personally arrange for the bail out. With the help of an international syndicate, the company was placed on a solid financial basis.

It came to a fallout with Villard, who had personally not risked or lost anything: »The thing I feel most sorry about for you in the collapse of the Northern Pacific is that you have remained a rich man,« wrote Siemens acrimoniously, unusual for him.

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It was the high-profile banker and industrialist Edward D. Adams that Deutsche Bank was able to win over to become Chairman of the Reorganization Committee for the Northern Pacific, and he was also to guard the bank's interests over the next 20 years until the First World War.

The bank did not have its own branch in the United States at this time. There were considerations in 1914 of opening a branch in New York to compensate for the loss of London as a business center caused by the First World War, but these never came to the final stages of planning.

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Railways were, of course, the most important but not the only sector in which Deutsche Bank had commitments in North America. The list of syndicate transactions also included the electric industry, machinery construction and mining industry; prominent areas of business. The companies with which the bank maintained business relationships included Edison General Electric Company, Allis Chalmers (farming machinery), American Telephone & Telegraph Company, Anaconda Copper Mining Company, International Paper, Lackawanna Steel, Lehigh Coke, Niagara Falls Power Company, Standard Oil Company of New York and Westinghouse.

With the end of the First World War, the bank's business in the United States changed fundamentally. The flourishing movement of capital during the prewar period was a thing of the past. Germany was now the largest debtor, the United States the largest creditor nation in the world

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Deutsche Bank was hesitant in restoring its American business relationships and regaining its position in the United States. Nonetheless, there was a representative office in New York until the late 1930s. An important activity of the bank was in working for the release of the German assets confiscated during the war. Numerous U.S. activities in the twenties were dedicated to settling prewar commitments. New business was rare, and when it did take place, the roles were reversed: in 1927, the bank took out a bond in the U.S.A. totaling 25 million dollars. With the global economic crisis, Deutsche Bank's foreign business increasingly lost in importance. The dramatic collapse of world trade and a protectionist economy meant that economic relationships abroad became less and less important. The Second World War destroyed the bank's business relationships with the United States.


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After the war, the bank refrained from establishing its own foreign operations. Business abroad was conducted primarily through relationships to correspondent banks and supported by a few representative offices and shareholdings. The EBIC, a group of European banks, was also committed to the correspondent bank principle, and it established - with the participation of Deutsche Bank - the European-American Banking Corporation and the European-American Bank & Trust Company in New York in 1968. They offered their services primarily to European companies with business activities in the United States and gave financing assistance to American branches of European companies. In 1974, Franklin National Bank, which had become insolvent, was taken over, which opened the door to retail banking. But in 1988 Deutsche Bank discontinued its involvement with the company.

In addition, the UBS-DB Corporation was established in 1971 and engaged not only in the custody and issuing business, but also in leasing transactions and the referral of shareholdings. Its name was changed to Atlantic Capital Corporation. In 1985 it developed into Deutsche Bank Capital Corporation.


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It was first in 1979 that Deutsche Bank opened a New York branch.

Deutsche Bank was thus the last of the big German banks to open a branch under its own name in Manhattan. The reason for this long delay was that it had actually been present in the form of its shareholding companies.

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As Deutsche Bank increasingly turned to investment banking in the 1990s, its North American business was restructured again and again.

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Important intermediary steps were Deutsche Bank North America Holding in 1991 and the organization of Deutsche Morgan Grenfell in 1995. However, it became clear that the bank would not be able to achieve the size necessary for this line of business through organic growth. Deutsche Bank thus began to look for an American bank it could combine with, found the New York-based Bankers Trust, and acquired it in 1999 old-style bankers.
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It came to Deutsche Bank together with Baltimore's traditional bank Alex. Brown, which Bankers Trust had taken over two years before.

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Following the Bankers Trust transaction, the bank's business reached a new dimension in the region. Its importance was also highlighted by the bank's listing on the New York Stock Exchange in 2001.

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In the same year, the bank acquired a new office building in southern Manhattan and moved into it, step by step, over the next two years.


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Last Update: January 7, 2013

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https://www.db.com/usa/content/en/history.html



Chronicles

1872: Deutsche Bank is represented in New York with a limited partner's holding of $ 500,000 in Knoblauch & Lichtenstein.

1883: Deutsche Bank acquires a substantial holding in Northern Pacific Railroad Company.

1893: After the collapse of Pacific Railroad Company Deutsche Bank sets up a reorganization committee. By 1896 the Northern Pacific has been restructured.

1914: The opening of a Deutsche Bank branch in New York fails.

1927: The Dillon, Read & Co. bank places a $ 25 million bond by Deutsche Bank on the American market.

1941: Breakdown of all bilateral business relations due to Germany's declaration of war.

1968: Deutsche Bank founds European-American Banking Corporation and European-American Bank & Trust Corporation together with other European banks.

1971: Together with Schweizerische Bankgesellschaft, Deutsche Bank sets up UBS-DB Corporation, New York.

1978: Deutsche Bank acquires the remaining 50% of the capital of UBS-DB corporation. The company is renamed in Atlantic Capital Corporation.

1979: On April 30 Deutsche Bank New York branch opens.

1982: Opening of branches in Los Angeles and Chicago.

1990: Deutsche Bank Government Securities becomes the only German bank to be awarded "primary dealer" status by the Federal Reserve Bank.

1992: Deutsche Bank's activities in the USA were consolidated under the umbrella of Deutsche Bank North America Holding.

1998: On November 30 Deutsche Bank announces the planned acquisition of Banker's Trust. It is the largest entry a German bank has ever made into the U.S. financial market.

1999: On June 4 the acquisition of Bankers Trust is completed.

2001: On October 3 - three weeks after the terror attacks on September 11 - trading in the Deutsche Bank share starts on the New York Stock Exchange.

2003: Deutsche Bank's US-headquarter moves to 60 Wall Street. The move is the result of an agreement between Deutsche Bank and the World Trade Center Job Creation and Retention program, which provides support for businesses relocating to Lower Manhattan.


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Copyright © 2019 Deutsche Bank AG, Frankfurt am Main

https://www.db.com/usa/content/en/Chronicles.html

https://annualreport.deutsche-bank.com/2006/ar/servicepages/downloads/files/dbfy2006_sec_form_20_f.pdf

Deutsche Bank Aktiengesellschaft, which we also call Deutsche Bank AG, is a stock corporation organized under the laws of the Federal Republic of Germany. Unless otherwise specified or required by the context, in this document, references to “we”, “us”, “our”, “the Group”, “Deutsche Bank” and “Deutsche Bank Group” are to Deutsche Bank Aktiengesellschaft and its consolidated subsidiaries.

Due to rounding, numbers presented throughout this document may not add up precisely to the totals we provide and percentages may not precisely reflect the absolute figures.

Our registered address is Taunusanlage 12, 60325 Frankfurt am Main, Germany, and our telephone number is +49-69-910-00.
Inclusion of Our Annual
https://www.sec.gov/Archives/edgar/data/1159508/000119312517088449/d345315d20f.htm

Deutsche Bank AG (“Deutsche Bank”) is a multinational financial services corporation incorporated and domiciled in Germany. The company issues and maintains a class of publicly traded securities registered pursuant to Section 12(b) of the Exchange Act and is listed on the New York Stock Exchange (ticker: DB). Deutsche Bank files periodic reports, including Forms 20-F, with the Commission. Deutsche Bank operates in more than 70 countries worldwide and is the
direct or indirect holding company for Deutsche Bank’s subsidiaries. Deutsche Bank employees in various parts of the world engaged in the conduct discussed herein.2
FACTS
Deutsche Bank Policies Prohibited Employment in Exchange for Business
5. Since at least 2009, Deutsche Bank’s Global Anti-Corruption Policy prohibited employees from providing “anything of value” to a government official to gain an improper business advantage. Prior to 2009, various policies and procedures addressed anti-bribery and corruption issues at the bank. In 2009, Deutsche Bank specifically defined “anything of value” in the Global Anti-Corruption Policy to include job offers and recognized that providing employment at the request of a client, potential client, or government official could violate Deutsche Bank’s anti-bribery policies. A regional compliance memo in 2009 explained, “hiring interns with links to State Owned Enterprises and Government Officials,” hiring interns who “did not appear to meet [Deutsche Bank’s] basic criteria . . . with respect to education, qualifications and credentials,” and hiring interns “within a short period of a mandated deal being awarded or completed” posed corruption risks:
“Because of this significant value and the benefits received there are regulatory and reputational risks that the offering of these internships to our clients (current or prospective) without going through a fair, formal and documented selection process could be perceived as Deutsche Bank trying to gain an improper advantage.”
6. Despite these prohibitions, since at least 2006, Deutsche Bank’s APAC operations engaged in a pattern and practice of providing employment to relatives at the request of SOE executives from whom Deutsche Bank sought business. In APAC many of the bank’s clients and prospective clients were State-Owned Entities (“SOEs”) whose employees are deemed “foreign officials” under both the FCPA and Deutsche Bank policies. Client referral hires were primarily known at Deutsche Bank as “Referral Hires” and/or “Relationship Hires.”
7. From the outset, the primary goal of Referral Hiring was to generate business for Deutsche Bank by extending personal favors to clients, including government officials, through hiring their relatives. For example, during the time Deutsche Bank was working to obtain an IPO from a Chinese client, the client’s Chairman asked Deutsche Bank to hire his son. The banker working to obtain the IPO told Deutsche Bank management that if Deutsche Bank hired the Chairman’s son, he believed they would be awarded the business. In other instances, when bankers submitted a client referral hire request, management in APAC asked what role the parent performed at the SOE to determine if the parent could steer business to the bank and asked the banker to quantify the fees Deutsche Bank could expect to earn from the referring client.
2 Deutsche Bank employees referenced in this Order may have worked for one or more Deutsche Bank legal entities during the relevant time. Deutsche Bank acknowledges it is responsible for ensuring accurate books and records, and sufficient internal accounting controls, within its consolidating businesses.

8. Referral Hires bypassed Deutsche Bank’s highly competitive and merit-based hiring process where successful applicants were required, among other things, to have a high grade point average, to pass competency based numerical and verbal skills tests, and advance through multiple rounds of interviews. In contrast, Referral Hires did not compete against other candidates based on merit or academic qualification and, in many instances, were less qualified than those employees hired through Deutsche Bank’s formal hiring process. Referral Hires had no formal application process, no defined qualifications such as a minimum grade point average or educational requirement, no competency test requirements, and no specific interview requirements. To help unqualified Referral Hires appear qualified, some APAC-based Deutsche Bank employees even drafted portions of their resumes, provided them with interview questions and answers in advance, and coached them on how to appropriately respond to questions. Some were hired without being interviewed at all. Deutsche Bank provided this preferential treatment to candidates referred by clients and prospective clients, including foreign government officials.
9. Similar misconduct took place from 2009 to 2012 in Russia, where Deutsche Bank employees hired relatives at the request of foreign officials in Russia to obtain or retain business or other benefits. As was the case in APAC, Russian Referral Hires were sometimes unqualified. In some instances, if requested by the candidate or parent, Deutsche Bank’s London-based global management authorized unqualified Russian Referral Hires to work in London. One Russian Referral Hire performed so poorly in London that he was deemed “a liability to the reputation of the program, if not the firm…” by a London-based human resource employee.
Deutsche Bank Created a Hiring Policy in 2010 for the APAC Region
10. In 2010, Deutsche Bank implemented a hiring policy specifically for the APAC region (“APAC Hiring Policy”) that prohibited Deutsche Bank’s employees in APAC from offering off-cycle internships, i.e., internships outside of Deutsche Bank’s formal internship programs, to any candidate referred by a client, prospective client or government official from whom Deutsche Bank sought or had pending business, subject to an approval process established by the policy. The APAC Hiring Policy specifically defined employees of SOEs and government ministries as foreign officials. Importantly, the APAC Hiring Policy also prohibited employees from hiring Referral Hires as a temporary employee or “in other roles” to evade the policy.
11. As part of the APAC Hiring Policy, Deutsche Bank created a questionnaire which required employees who sought approval for a Referral Hire to disclose the source of the referral, identify whether the referral source was a current or prospective client, and disclose whether the Referral Hire was referred by or related to a government official. The questionnaire was then supposed to be submitted to the compliance and human resources departments for review and approval. However, Deutsche Bank did not ensure that the APAC Hiring Policy was effectively implemented.
12. Significantly, some senior Deutsche Bank employees in APAC, including Deutsche Bank’s Chairman of Corporate Finance, Asia (“Chairman of APAC Corporate Finance”), ignored or deliberately bypassed the APAC Hiring Policy by directing Deutsche Bank’s China-based joint venture (“JV”) to hire a prohibited candidate to obtain business and evade the policy. This occurred even where the FCPA risk of a specific Referral Hire was known. For example, the
5
Chairman of an SOE asked Deutsche Bank to hire a candidate while Deutsche Bank was seeking business from the SOE. The Regional Head of Compliance in APAC rejected the candidate under the APAC Hiring Policy and stated that because Deutsche Bank had “pending business” with the SOE, the hire posed a “higher FCPA” risk. Senior level bank employees in APAC, who knew the


https://www.sec.gov/litigation/admin/2019/34-86740.pdf

 



SEC Charges Deutsche Bank with FCPA Violations Related to Its Hiring Practices



Deutsche Bank Trust Company Americas (FDIC # 623)
Active Insured Since January 1, 1934
Data as of: September 11, 2019
Deutsche Bank Trust Company Americas is an active bank

FDIC Certificate#:
623
Headquarters:
60 Wall Street
New York, NY 10005
New York County
Locations:
4 domestic in 1 states,
0 in territories, and 14 in foreign locations

Established:
March 30, 1903
Insured:
January 1, 1934

Bank Charter Class:
Member of the Federal Reserve System

Primary Federal Regulator:
Federal Reserve Board

Secondary Federal Regulator:
Consumer Financial Protection Bureau

Corporate Website:
http://www.db.com
Consumer Assistance: http://www.FederalReserveConsumerHelp.gov 
Contact the FDIC about:
Deutsche Bank Trust Company Americas
Locations
History
Identifications
Financials
Other Names /
Websites
All Locations
|
Specific Locations
|
View By State
Current Filter: None
Number of Offices: 4 Domestic, 0 Territories, 14 Foreign



UNINUM Number Name Address County City State Zip Code

Service Type Established Date Aquired Date

182611 137 Birmingham Branch -- Birmingham --
Full Service Brick and Mortar Office January 22, 2006 --

182618 144 Hong Kong Branch (Frgn) 18 Harcourt Road -- Hong Kong -- Full Service Brick and Mortar October 27, 1981 --

182604 130 London Branch 69 Old Broad Street, Dashwood House -- London -- Full Service Brick and Mortar January 21, 2009 --

182616 142 Madrid Branch (Frgn)Paseo De La Castellana #31 -- Madrid -- -- Full Service Brick and Mortar October 1,1980

182615 141 Philippine Branch (Frgn) 121 Paseo De Roxas, Corinthian Plaza -- Manila -- -- Full Service Brick and Mortar May 8, 1980 --

182610 136 Milan Branch (Frgn) Via F. Turati 29 Milan Full Service Brick and Mortar Office 11/18/1974

182607 133 Nassau Branch (Frgn) Shirley Street, Claughton House Nassau Full Service Brick and Mortar Office 05/25/1971

182606 132 Paris Branch (Frgn) 12-14 Rond-Point Des Champs Elysees Paris Full Service Brick and Mortar Office 07/21/1969

182621 147 Rome Branch (Frgn) Via L Bissolati 76 Rome Full Service Brick and Mortar Office 07/02/1984

182614 140 Seoul Branch (Frgn) 91-1 Sokong-Dong, Center Building Seoul Full Service Brick and Mortar Office 12/22/1978

182609 135 Singapore Branch (Frgn) 50 Raffles Place, 26-06 Singapore Full Service Brick and Mortar Office 10/12/1973

182617 143 Jersey Branch (Frgn) Peters Street, West House St. Helier Full Service Brick and Mortar Office 07/01/1981

182619 145 Taipei Branch (Frgn) Tun Hua North Road Taipei Full Service Brick and Mortar Office 12/01/1981

182608 134 Tokyo Branch (Frgn) Marunochi 2 Chome, Chyoda-Ku Tokyo Full Service Brick and Mortar Office 01/16/1973

414 -- Deutsche Bank Trust Company Americas 60 Wall Street New York New York NY 10005 Full Service Brick and Mortar Office 03/30/1903

182526 33 Park Avenue Branch 345 Park Avenue New York New York NY 10154 Full Service Brick and Mortar Office 11/26/1962

182620 146 Albany Street Branch 4 Albany Street New York New York City NY 10006 Limited Service Administrative Office 09/27/1982

182622 148 Wall Street Branch 16 Wall Street New York New York City NY 10006 Limited Service Administrative Office 02/01/1980


https://research.fdic.gov/bankfind/detail.html?bank=623&name=Deutsche%20Bank%20Trust%20Company%20Americas&searchName=&searchFdic=&city=&state=&zip=&address=&tabId=2

Deutsche Bank's fleeting U.S. dreams to be unraveled in revamp

Published July 05 2019, 8:50am EDT

More in Restructuring
Deutsche Bank


A little over two decades ago, Deutsche Bank set out to become a Wall Street giant. This weekend, Chief Executive Christian Sewing will probably pull the plug on that dream for good.

Sewing is poised to unveil the biggest job cuts program in the bank's history, including a major retreat across its briefly held U.S. empire, people familiar with the matter have said. The reductions will probably go far beyond the previously targeted equities and interest rate derivatives trading units and may mark the company's biggest-ever pullback from the country, they said.

The decision to slash Deutsche Bank's U.S. presence caps a long period — since the purchase of Wall Street mainstay Bankers Trust — in which it sought to compete toe-to-toe with U.S. banks such as Goldman Sachs and JPMorgan. The lender stuck with the effort after the financial crisis when its executives believed the challenges experienced by several U.S. banks at the time created an opening.


Christian Sewing, chief executive officer of Deutsche Bank.


Christian Sewing, chief executive officer of Deutsche Bank.
The strategy went sour all too soon. A series of legal probes and the prolonged failure to bring internal controls in line with tightening regulatory standards drew the ire from regulators including the Fed. At the same time, persistently low interest rates in the euro area and an extremely competitive German banking industry meant Deutsche Bank didn't have the same stable income from its nontrading operations that has helped fund the vast expansion of its U.S. rivals.

The German lender plans to start informing U.S. workers of the reductions beginning Monday provided its restructuring plan is adopted over the weekend, the people said, asking not to be identified because the matter is private. They didn't give further details on which businesses may be affected. The bank may shutter U.S. equities trading entirely and a number of senior executives including U.S. chief Tom Patrick are leaving the bank, other people have said.

North American staff tripled to about 15,000 in 1999 on the Bankers Trust acquisition and didn't fall below 10,000 until last year. The bank employed 9,253 people in the U.S. at the end of 2018, down more than 10% on the previous year on the back of an earlier restructuring by Sewing. At the time, the bank shuttered the Houston office, pulled out of advising the oil and gas industry and trimmed the repo and hedge fund businesses.

The expected U.S. cuts are part of a drastic overhaul Sewing is poised to adopt over the weekend that may involve as many as 20,000 job reductions worldwide and a pullback from large areas of investment banking, the people have said. It may cost the bank as much as 5 billion euros to cover expenses such as severance pay, they said.

A Deutsche Bank spokesman declined to comment.

Deutsche Bank was little changed in Frankfurt trading at 7 euros as of 9:06 a.m. The stock has declined 26% over the last 12 months, compared with a 15% drop in the STOXX Europe banks index.

While Deutsche Bank doesn't break down revenue for its U.S. operations, JPMorgan estimates that fixed-income trading accounted for about half of the 5 billion euros of revenue generated there in 2017. The rest came from equities trading, advising companies on mergers, raising money in the capital markets, and providing cash management and trade finance services to large businesses.

Though the U.S. unit made small profits over past two years, it racked up billions of dollars more in losses in the preceding years. And, while it recently passed the U.S. Federal Reserve's stress test, it has repeatedly come under fire from U.S. regulators.

European operations are expected to fare much better. Deutsche Bank's Nordic region chief Jan Olsson predicted that the overhaul will have little impact on the businesses he oversees. The area is "an integral part of the strategy at Deutsche Bank," he said in an interview on Thursday.

Sewing has repeatedly said that Deutsche Bank remains committed to its U.S. presence, as the company wants to ensure it can continue to cater to the capital markets needs of large European companies. The lender may finalize the restructuring when the board meets this weekend.

"A strong operating platform in the Americas is essential to our clients," Sewing said in a recent memo to staff.

Bloomberg News

https://www.americanbanker.com/articles/deutsche-banks-fleeting-us-dreams-to-be-unraveled-in-revamp
 
ADMINISTRATIVE PROCEEDING
File No. 3-19373


August 22, 2019 – The Securities and Exchange Commission today announced that Deutsche Bank AG will pay more than $16 million to settle charges that it violated the FCPA by hiring relatives of foreign government officials in order to improperly influence them in connection with investment banking business.

According to the SEC’s order, Deutsche Bank employees hired relatives at the request of foreign officials in both the Asia-Pacific region and Russia to obtain or retain business or other benefits. These “Referral Hires” bypassed Deutsche Bank’s highly competitive and merit-based hiring process and were often less qualified than applicants hired through the bank’s formal hiring process.

The SEC’s order found that Deutsche Bank violated the books and records and internal accounting controls provisions of the Securities Exchange Act of 1934. Without admitting or denying the findings, the company agreed to pay disgorgement of $10,785,900, prejudgment interest of $2,392,950 and a $3 million civil penalty. The SEC considered the company’s remedial acts and its cooperation with the investigation when determining whether to accept Deutsche Bank’s offer of settlement.

The SEC’s investigation was conducted by Jennifer Moore and Tanya Beard of the FCPA Unit’s Salt Lake City office under the supervision of Daniel Wadley. The SEC appreciates the assistance of the U.S. Department of Justice’s Fraud Section.

Related Materials
•Order - Deutsche Bank AG

Modified: Aug. 22, 2019

https://www.sec.gov/enforce/34-86740-s

Nothing on the internet that a search can't find.   jt

Deutsche Bank Trust Company Americas (FDIC # 623)
Active Insured Since January 1, 1934
Data as of: September 3, 2019

Deutsche Bank Trust Company Americas is an active bank
FDIC Certificate#: 623

Headquarters:
60 Wall Street
New York, NY 10005
New York County

Locations:
4 domestic in 1 states,
0 in territories, and 14 in foreign locations
Established:
March 30, 1903
Insured:  January 1, 1934

Bank Charter Class:  Member of the Federal Reserve System
Primary Federal Regulator: Federal Reserve Board
 

Branches in other countries:

182611 137 Birmingham Branch (Frgn) 39-40 Temple Street Birmingham Full Service Brick and Mortar Office 06/22/1976
182618 144 Hong Kong Branch (Frgn) 18 Harcourt Road Hong Kong Full Service Brick and Mortar Office 10/27/1981
182604 130 London Branch (Frgn) 69 Old Broad Street, Dashwood House London Full Service Brick and Mortar Office 09/21/1924
182616 142 Madrid Branch (Frgn) Paseo De La Castellana #31 Madrid Full Service Brick and Mortar Office 10/01/1980
182615 141 Philippine Branch (Frgn) 121 Paseo De Roxas, Corinthian Plaza Manila Full Service Brick and Mortar Office 05/08/1980
182610 136 Milan Branch (Frgn) Via F. Turati 29 Milan Full Service Brick and Mortar Office 11/18/1974

182607 133 Nassau Branch (Frgn) Shirley Street, Claughton House Nassau Full Service Brick and Mortar Office 05/25/1971
182606 132 Paris Branch (Frgn) 12-14 Rond-Point Des Champs Elysees Paris Full Service Brick and Mortar Office 07/21/1969
182621 147 Rome Branch (Frgn) Via L Bissolati 76 Rome Full Service Brick and Mortar Office 07/02/1984
182614 140 Seoul Branch (Frgn) 91-1 Sokong-Dong, Center Building Seoul Full Service Brick and Mortar Office 12/22/1978
182609 135 Singapore Branch (Frgn) 50 Raffles Place, 26-06 Singapore Full Service Brick and Mortar Office 10/12/1973
182617 143 Jersey Branch (Frgn) Peters Street, West House St. Helier Full Service Brick and Mortar Office 07/01/1981
182619 145 Taipei Branch (Frgn) Tun Hua North Road Taipei Full Service Brick and Mortar Office 12/01/1981
182608 134 Tokyo Branch (Frgn) Marunochi 2 Chome, Chyoda-Ku Tokyo Full Service Brick and Mortar Office 01/16/1973
414 Deutsche Bank Trust Company Americas 60 Wall Street New York New York NY10005 Full Service Brick and Mortar Office 03/30/1903
182526 33 Park Avenue Branch 345 Park Avenue New York New York NY 10154 Full Service Brick and Mortar Office 11/26/1962
182620 146 Albany Street Branch 4 Albany Street New York New York City NY 10006 Limited Service Administrative Office 09/27/1982
182622 148 Wall Street Branch 16 Wall Street New York New York City NY 10006 Limited Service Administrative Office 02/01/1980
https://research.fdic.gov/bankfind/detail.html?bank=623&name=Deutsche%20Bank%20Trust%20Company%20Americas&searchName=&searchFdic=&city=&state=&zip=&address=&tabId=2

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Deutsche Bank Aktiengesellschaft (New Delhi, Delhi, IN, Branch)
N/A
000000000
00000000000000000000
IN
0.00000000


Deutsche Bank Aktiengesellschaft (Bangalore, Karnataka, IN, Branch)
N/A
000000000
00000000000000000000
IN
0.00000000


DWS Investments Hong Kong Limited
N/A
000139666
529900RX8DKTJ81MHL26
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0.00000000


Powers Pty. Ltd.
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000000000
00000000000000000000
AU
0.00000000


PT Deutsche Verdhana Indonesia
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000000000
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ID
0.00000000


Deutsche Bank Securities Inc. (New York 345 Park Avenue, Branch)
N/A
000000000
9J6MBOOO7BECTDTUZW19

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Deutsche Bank, Sociedad Anonima Espanola
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529900SICIK5OVMVY186
ES
0.00000000


Deutsche Securities, S.A. de C.V., Casa de Bolsa
N/A
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529900G9Z4I79FGUE649
MX
0.00000000


Deutsche Securities Saudi Arabia LLC
N/A
000000000
529900CKC4TXHVRKX638
SA
0.00000000


Deutsche Asset Management (Japan) Limited
N/A
000118540
529900GOHDG5JKIJXT78
JP
0.00000000


Deutsche Bank Aktiengesellschaft (Athens, Attica, GR, Branch)
N/A
000000000
00000000000000000000
GR
0.00000000


Deutsche Securities Asia Limited (Singapore, SG, Branch)
N/A
000000000
0000000000
SG
0.00000000


Deutsche Bank Aktiengesellschaft (Mumbai, Maharashtra, IN, Branch)
N/A
000000000
7LTWFZYICNSX8D621K86
IN
0.00000000


Deutsche Bank Aktiengesellschaft (Budapest, HU, Branch)
N/A
000000000
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HU
0.00000000


Deutsche Bank Securities Inc. (Menlo Park, CA, US, Branch)
N/A
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0.00000000


Craigs Investment Partners Limited
N/A
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0.00000000


Deutsche Bank Securities Inc. (Baltimore, MD, US, Branch)
N/A
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0.00000000


HGI (USA) Investments LLC
N/A
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0.00000000


Deutsche Bank Securities Inc. (Los Angeles, CA, US, Branch)
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Deutsche Bank Securities Limited
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Deutsche Securities Venezuela S.A.
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Deutsche Securities Inc
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Deutsche Bank Securities Inc.
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0.00000000


Deutsche Bank Securities Inc. (Atlanta, GA, US, Branch)
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0.00000000


DWS Distributors, Inc.
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0.00000000


Deutsche Bank Aktiengesellschaft
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Deutsche Bank Aktiengesellschaft (Dubai, Dubai, AE, Branch)
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0.00000000


Merrill Lynch, Pierce, Fenner & Smith Incorporated
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National Financial Services Corp.
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13023550.00000000


Wells Fargo Brokerage Services, LLC
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Pershing LLC
8-17574
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RBC Capital Markets, LLC
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6290740.00000000


JPMorgan Chase & Co.
8-35008
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61707205.20000000


Barclays Capital Inc.
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28029847.85000000


Goldman Sachs & Co. LLC
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Morgan Stanley & Co. LLC
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9407817.50000000


Citigroup Global Markets Inc.
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7828806.10000000


221828234.10000000
N
388550410.31000000

Committed
400000000.00000000

N
N
N



true



Report of Independent Registered Public
Accounting Firm

To the Board of Trustees of Deutsche DWS State Tax-Free
Income Series and Shareholders of DWS Massachusetts
Tax-Free Fund

In planning and performing our audit of the financial
statements of DWS Massachusetts Tax-Free Fund (the
"Fund") as of and for the year ended March 31, 2019, in
accordance with the standards of the Public Company
Accounting Oversight Board (United States) (PCAOB), we
considered the Fund's internal control over financial
reporting, including controls over safeguarding securities,
as a basis for designing our auditing procedures for the
purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form N-
CEN, but not for the purpose of expressing an opinion on
the effectiveness of the Fund's internal control over
financial reporting. Accordingly, we do not express an
opinion on the effectiveness of the Fund's internal control
over financial reporting.

The management of the Fund is responsible for establishing
and maintaining effective internal control over financial
reporting. In fulfilling this responsibility, estimates and
judgments by management are required to assess the
expected benefits and related costs of controls. A company's
internal control over financial reporting is a process
designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance
with generally accepted accounting principles. A company's
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit
preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in
accordance with authorizations of management and
directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of a company's
assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in
conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

A deficiency in internal control over financial reporting
exists when the design or operation of a control does not
allow management or employees, in the normal course of
performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a
deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the
company's annual or interim financial statements will not
be prevented or detected on a timely basis.

Our consideration of the Fund's internal control over
financial reporting was for the limited purpose described in
the first paragraph and would not necessarily disclose all
deficiencies in internal control over financial reporting that
might be material weaknesses under standards established
by the PCAOB. However, we noted no deficiencies in the
Fund's internal control over financial reporting and its
operation, including controls over safeguarding securities,
that we consider to be material weaknesses as defined above
as of March 31, 2019.

This report is intended solely for the information and use of
the Board of Trustees of Deutsche DWS State Tax-Free
Income Series and the Securities and Exchange Commission
and is not intended to be and should not be used by anyone
other than these specified parties.

/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
May 23, 2019

http://archive.fast-edgar.com//20190610/AM2ZGQ2CZZ223ZZQ22JH2ZN92PT6ZQ22ZIB2/






Deutsche Bank strategist casually describes his near-deadly bike crash in a client note about the trade war

Published Mon, Aug 5 2019•3:40 PM EDT
Jesse Pound@jesserpound
Key Points

Deutsche Bank’s Jim Reid collided with a small white SUV, lifting his bike off the ground and sending him sprawling sideways up the street, according to a video posted to his YouTube account
“What saved me was that I was so far round the roundabout that he bashed me at an angle and into the curb and didn’t run over me,” Jim Reid said.

GP: Deutsche Bank 161020

Statues stand outside a Deutsche Bank AG branch in Frankfurt, Germany.

Krisztian Bocsi | Bloomberg | Getty Images


A Deutsche Bank strategist opened his morning macro note about the global trade situation with a harrowing personal story — he was almost killed in a biking accident last Friday.

Jim Reid casually started his Monday report with an account of getting hit by a car in a roundabout last week, saying “Friday was very nearly the last Early Morning Reid ever.”

Reid collided with a small white SUV, lifting his bike off the ground and sending him sprawling sideways up the street, according to a video posted to his YouTube account. The video is from the a dashboard camera of a vehicle behind the one that ran into Reid.

“What saved me was that I was so far round the roundabout that he bashed me at an angle and into the curb and didn’t run over me,” Reid said.

He said he escaped with only minor injuries.

“I’ve got a lot of scrapes, a sprained ankle and a heavily bruised coccyx (I hope only) from my landing. Oh and a ripped pair of GAP chinos,” Reid wrote.


https://www.cnbc.com/2019/08/05/deutsche-bank-strategist-casually-describes-his-near-deadly-bike-crash.html

 


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Form 40-APP/A - Application for exemption and other relief filed under the Investment Company Act of 1940: [Amend]

SEC Accession No. 0001193125-14-280680



Filing Date

2014-07-25

Accepted

2014-07-25 17:27:04

Documents

2




Document Format Files


Seq

Description

Document

Type

Size

1 DBX ETF TRUST d762489d40appa.htm 40-APP/A 438596
4 GRAPHIC g762489001.jpg GRAPHIC 2317
Complete submission text file 0001193125-14-280680.txt 445488


Mailing Address
P.O. BOX 328

DENVER CO 80201-0328

Business Address
P.O. BOX 328

DENVER CO 80201-0328

3036232577


ALPS DISTRIBUTORS INC (Filer) CIK: 0001141051 (see all company filings)

IRS No.: 000000000 | State of Incorp.: CO | Fiscal Year End: 0930
Type: 40-APP/A | Act: 40 | File No.: 812-14177-01 | Film No.: 14994963



Mailing Address
60 WALL STREET

C/O DEUTSCHE BANK AG

NEW YORK NY 10005

Business Address
60 WALL STREET

C/O DEUTSCHE BANK AG

NEW YORK NY 10005

(212) 250-6489


DBX Strategic Advisors LLC (Filer) CIK: 0001355289 (see all company filings)

IRS No.: 000000000
Type: 40-APP/A | Act: 40 | File No.: 812-14177-02 | Film No.: 14994964



Mailing Address
60 WALL STREET

NEW YORK NY 10005

Business Address
60 WALL STREET

NEW YORK NY 10005

212-250-5883


db-X Exchange-Traded Funds Inc. (Filer) CIK: 0001385533 (see all company filings)

IRS No.: 000000000
Type: 40-APP/A | Act: 40 | File No.: 812-14177-04 | Film No.: 14994966



Mailing Address
60 WALL STREET

NEW YORK NY 10005

Business Address
60 WALL STREET

NEW YORK NY 10005

(212) 250-5883


DBX ETF Trust (Filer) CIK: 0001503123 (see all company filings)

IRS No.: 000000000 | State of Incorp.: DE | Fiscal Year End: 1231
Type: 40-APP/A | Act: 40 | File No.: 812-14177 | Film No.: 14994962



Mailing Address
60 WALL STREET

NEW YORK NY 10005

Business Address
60 WALL STREET

NEW YORK NY 10005

(212) 250-5883


DBX Advisors LLC (Filer) CIK: 0001506281 (see all company filings)

IRS No.: 000000000 | State of Incorp.: DE | Fiscal Year End: 1231
Type: 40-APP/A | Act: 40 | File No.: 812-14177-03 | Film No.: 14994965

https://www.sec.gov/Archives/edgar/data/1355289/0001193125-14-280680-index.htm
EX-99.1 2 d696061dex991.htm EX-99.1
Exhibit 99.1

Criteo Prices Follow-on Offering

New York, March 21, 2014 – Criteo S.A. (Nasdaq: CRTO) announced today the pricing of its public offering of 5,250,000 American Depository Shares, or ADSs, each representing one of Criteo’s ordinary shares, at a price to the public of $45.00 per American Depositary Share. Criteo is offering an aggregate of 525,000 ordinary shares in the form of ADSs and certain existing shareholders of Criteo are offering an aggregate of 4,725,000 ordinary shares in the form of ADSs. In addition, the underwriters of the offering have been granted a 30-day option to purchase from the selling shareholders up to an additional 787,500 ordinary shares, on the same terms and conditions. Criteo will not receive any proceeds from the sale of ordinary shares by its existing shareholders.

J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and Jefferies LLC are acting as joint book-running managers for the offering. Stifel, Nicolaus & Company, Incorporated, Pacific Crest Securities LLC, SG Americas Securities, LLC and William Blair & Company, L.L.C. are acting as co-managers for the offering.

This offering is made only by means of a prospectus. A copy of the final prospectus related to the offering may be obtained at no cost, when available, by visiting EDGAR on the Securities and Exchange Commission’s website (www.sec.gov), or from J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Phone: (866) 803-9204; or Deutsche Bank Securities Inc., Attn: Prospectus Group, 60 Wall Street, New York, NY 10005-2836, by email at prospectus.CPDG@db.com, or by telephone at (800) 503-4611; Morgan Stanley & Co. LLC Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; or Jefferies LLC, Equity Syndicate Prospectus Department, at 520 Madison Avenue, 2nd Floor, New York, NY, 10022, by emailing Prospectus_Department@Jefferies.com or by phone at (877) 547-6340.

A registration statement relating to the ordinary shares has been filed with, and declared effective by, the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the ordinary shares or the American Depositary Shares representing the ordinary shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

CONTACT:

Criteo Investor Relations

Edouard Lassalle, Head of IR

e.lassalle@criteo.com

Denise Garcia, ICR, Inc.

denise.garcia@icrinc.com

Criteo Public Relations

Emma Ferns, Global PR Director

e.ferns@criteo.com
https://www.sec.gov/Archives/edgar/data/1576427/000119312514109270/d696061dex991.htm






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Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses:

SEC Accession No. 0000903423-17-000703



Filing Date

2017-11-28

Accepted

2017-11-28 17:02:16

Documents

2




Document Format Files


Seq

Description

Document

Type

Size

1 db-fwp_1128.htm FWP 19406
2 GRAPHIC image_004.jpg GRAPHIC 1707
Complete submission text file 0000903423-17-000703.txt 23597


Mailing Address
DEUTSCHE BANK AG - LEGAL DEPARTMENT

60 WALL STREET - 36TH FLOOR, ROOM 3609

NEW YORK NY 10005

Business Address
DEUTSCHE BANK AG - LEGAL DEPARTMENT

60 WALL STREET - 36TH FLOOR, ROOM 3609

NEW YORK NY 10005

212-250-1306


DEUTSCHE BANK AKTIENGESELLSCHAFT (Filed by) CIK: 0001159508 (see all company filings)

IRS No.: 000000000 | Fiscal Year End: 1231
Type: FWP
SIC: 6022 State Commercial Banks
Office of Finance



Mailing Address
DEUTSCHE BANK AG - LEGAL DEPARTMENT

60 WALL STREET - 36TH FLOOR, ROOM 3609

NEW YORK NY 10005

Business Address
DEUTSCHE BANK AG - LEGAL DEPARTMENT

60 WALL STREET - 36TH FLOOR, ROOM 3609

NEW YORK NY 10005

212-250-1306


DEUTSCHE BANK AKTIENGESELLSCHAFT (Subject) CIK: 0001159508 (see all company filings)

IRS No.: 000000000 | Fiscal Year End: 1231
Type: FWP | Act: 34 | File No.: 333-206013 | Film No.: 171226053
SIC: 6022 State Commercial Banks
Office of Finance

https://www.sec.gov/Archives/edgar/data/1159508/0000903423-17-000703-index.htm



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Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses:

SEC Accession No. 0001539497-18-001764



Filing Date

2018-11-09

Accepted

2018-11-09 13:18:20

Documents

1




Document Format Files


Seq

Description

Document

Type

Size

1 FREE WRITING PROSPECTUS n1421_finalpricingdet-x7.htm FWP 22705
Complete submission text file 0001539497-18-001764.txt 24169


Mailing Address
60 WALL STREET

NEW YORK NY 10005

Business Address
60 WALL STREET

NEW YORK NY 10005

(212) 250-2500


DEUTSCHE MORTGAGE & ASSET RECEIVING CORP (Filed by) CIK: 0001013454 (see all company filings)

IRS No.: 043310019 | State of Incorp.: DE | Fiscal Year End: 1231
Type: FWP
SIC: 6189 Asset-Backed Securities
Office of Structured Finance



Mailing Address
60 WALL STREET

NEW YORK NY 10005

Business Address
60 WALL STREET

NEW YORK NY 10005

(212) 250-2500


Benchmark 2018-B7 Mortgage Trust (Subject) CIK: 0001757018 (see all company filings)

State of Incorp.: DE | Fiscal Year End: 1231
Type: FWP | Act: 34 | File No.: 333-226943-01 | Film No.: 181172234
SIC: 6189 Asset-Backed Securities
Office of Structured Finance
https://www.sec.gov/Archives/edgar/data/1013454/0001539497-18-001764-index.htm



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Form F-6 POS - Post-effective amendments for immediately effective filing:

SEC Accession No. 0001144204-19-047484



Filing Date

2019-10-07

Accepted

2019-10-07 12:30:23

Documents

3


Effectiveness Date

2019-10-07




Document Format Files


Seq

Description

Document

Type

Size

1 F-6 POS tv530707_f6.htm F-6 POS 37105
2 EXHIBIT (A) tv530707_ex99-a.htm EX-99.(A) 73802
3 EXHIBIT (E) tv530707_ex99-e.htm EX-99.(E) 4318
Complete submission text file 0001144204-19-047484.txt 116593


Mailing Address
60 WALL STREET

NEW YORK NY 10005

Business Address
60 WALL STREET

NEW YORK NY 10005

212-319-7600


Neopost SA (Subject) CIK: 0001446613 (see all company filings)

IRS No.: 000000000 | State of Incorp.: I0 | Fiscal Year End: 0131
Type: F-6 POS | Act: 33 | File No.: 333-154411 | Film No.: 191140357



Mailing Address
60 WALL STREET

NEW YORK NY 10005

Business Address
60 WALL STREET

NEW YORK NY 10005

212-319-7600


Deutsche Bank Trust Co Americas/ ADR Group (Filed by) CIK: 0001471515 (see all company filings)

IRS No.: 000000000 | State of Incorp.: NY | Fiscal Year End: 1231
Type: F-6 POS

https://www.sec.gov/Archives/edgar/data/1471515/000114420419047484/0001144204-19-047484-index.htm



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Form F-6 POS - Post-effective amendments for immediately effective filing:

SEC Accession No. 0001144204-19-018925



Filing Date

2019-04-09

Accepted

2019-04-09 17:23:17

Documents

3


Effectiveness Date

2019-04-09




Document Format Files


Seq

Description

Document

Type

Size

1 F-6 POS tv518558_f6pos.htm F-6 POS 40132
2 EXHIBIT (A) tv518558_ex99-a.htm EX-99.(A) 74520
3 EXHIBIT (E) tv518558_ex99-e.htm EX-99.(E) 7431
Complete submission text file 0001144204-19-018925.txt 123740


Mailing Address
120 BROADWAY

32ND FLOOR

NEW YORK NY 10271

Business Address
120 BROADWAY

32ND FLOOR

NEW YORK NY 10271

212-238-3128


Demant AS/ADR (Subject) CIK: 0001436673 (see all company filings)

IRS No.: 000000000
Type: F-6 POS | Act: 33 | File No.: 333-156199 | Film No.: 19740143



Mailing Address
60 WALL STREET

NEW YORK NY 10005

Business Address
60 WALL STREET

NEW YORK NY 10005

212-319-7600


Deutsche Bank Trust Co Americas/ ADR Group (Filed by) CIK: 0001471515 (see all company filings)

IRS No.: 000000000 | State of Incorp.: NY | Fiscal Year End: 1231
Type: F-6 POS

https://www.sec.gov/Archives/edgar/data/1436673/000114420419018925/0001144204-19-018925-index.htm



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Form F-6EF - Registration of American Depository Receipt shares, immediately effective:

SEC Accession No. 0001104659-19-066145



Filing Date

2019-11-21

Accepted

2019-11-21 13:22:29

Documents

5


Effectiveness Date

2019-11-21




Document Format Files


Seq

Description

Document

Type

Size

1 F-6EF tm1923554d1_f6ef.htm F-6EF 44597
2 EXHIBIT (A) tm1923554d1_ex99-a.htm EX-99.(A) 72886
3 EXHIBIT (D) tm1923554d1_ex99-d.htm EX-99.(D) 6281
4 EXHIBIT (E) tm1923554d1_ex99-e.htm EX-99.(E) 4857
5 GRAPHIC tm1923554d1_img001.jpg GRAPHIC 3643
Complete submission text file 0001104659-19-066145.txt 135203


Mailing Address
60 WALL STREET

NEW YORK NY 10005

Business Address
60 WALL STREET

NEW YORK NY 10005

212-319-7600


Deutsche Bank Trust Co Americas/ ADR Group (Filed by) CIK: 0001471515 (see all company filings)

IRS No.: 000000000 | State of Incorp.: NY | Fiscal Year End: 1231
Type: F-6EF



Mailing Address
383 MADISON AVENUE

FLOOR 11

NEW YORK NY 10017

Business Address
383 MADISON AVENUE

FLOOR 11

NEW YORK NY 10017

3025520866


Budweiser Brewing Co APAC Ltd/ADR (Subject) CIK: 0001791311 (see all company filings)

IRS No.: 000000000 | State of Incorp.: E9 | Fiscal Year End: 1231
Type: F-6EF | Act: 33 | File No.: 333-234806 | Film No.: 191236710

https://www.sec.gov/Archives/edgar/data/1791311/000110465919066145/0001104659-19-066145-index.htm



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Form F-6 - Registration of American Depository Receipt shares, not immediately effective:

SEC Accession No. 0000950127-19-000045



Filing Date

2019-05-24

Accepted

2019-05-24 06:47:09

Documents

3




Document Format Files


Seq

Description

Document

Type

Size

1 FORM F-6 f6.htm F-6 103363
2 EX. (A) DEPOSIT AGREEMENT ex_4.htm EX-4 483949
3 EX. (D) OPINION ex_5.htm EX-5 7829
Complete submission text file 0000950127-19-000045.txt 596703


Mailing Address
60 WALL STREET

NEW YORK NY 10005

Business Address
60 WALL STREET

NEW YORK NY 10005

212-319-7600


Deutsche Bank Trust Co Americas/ ADR Group (Filed by) CIK: 0001471515 (see all company filings)

IRS No.: 000000000 | State of Incorp.: NY | Fiscal Year End: 1231
Type: F-6



Mailing Address
TOWER C, BEYONDSOFT BLDG., 7 EAST ZONE

10 XIBEIWANG EAST ROAD, HAIDIAN DISTRICT

BEIJING F4 100193

Business Address
TOWER C, BEYONDSOFT BLDG., 7 EAST ZONE

10 XIBEIWANG EAST ROAD, HAIDIAN DISTRICT

BEIJING F4 100193

861082826826


GSX Techedu Inc. (Subject) CIK: 0001768259 (see all company filings)

IRS No.: 000000000 | State of Incorp.: E9 | Fiscal Year End: 1231
Type: F-6 | Act: 33 | File No.: 333-231726 | Film No.: 19851994
SIC: 8200 Services-Educational Services
Office of Trade & Services

https://www.sec.gov/Archives/edgar/data/1768259/000095012719000045/0000950127-19-000045-index.htm



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Form X-17A-5/A - FOCUS Report: [Amend]

SEC Accession No. 0000058056-19-000061



Filing Date

2019-09-30

Accepted

2019-09-30 12:55:19

Documents

2


Period of Report

2018-12-31

Effectiveness Date

2019-09-30




Document Format Files


Seq

Description

Document

Type

Size

1 primary_doc.html X-17A-5/A
1 primary_doc.xml X-17A-5/A 2438
2 DBSI STATEMENT OF FINANCIAL CONDITION dbsisofc123118.pdf FULL 423309
Complete submission text file 0000058056-19-000061.txt 586209


Mailing Address
60 WALL STREET

NYC60-3712

NEW YORK NY 10005

Business Address
60 WALL STREET

NEW YORK NY 10005

212-250-5762


DEUTSCHE BANK SECURITIES INC. (Filer) CIK: 0000058056 (see all company filings)

IRS No.: 132730828 | State of Incorp.: DE | Fiscal Year End: 1231
Type: X-17A-5/A | Act: 34 | File No.: 008-17822 | Film No.: 191125311

https://www.sec.gov/Archives/edgar/data/58056/000005805619000061/0000058056-19-000061-index.htm



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Form F-6EF - Registration of American Depository Receipt shares, immediately effective:

SEC Accession No. 0001144204-19-008276



Filing Date

2019-02-14

Accepted

2019-02-14 17:08:53

Documents

5


Effectiveness Date

2019-02-14




Document Format Files


Seq

Description

Document

Type

Size

1 F-6EF tv513829_f6ef.htm F-6EF 43323
2 EXHIBIT (A) tv513829_ex99-a.htm EX-99.(A) 71880
3 EXHIBIT (D) tv513829_ex99-d.htm EX-99.(D) 7093
4 EXHIBIT (E) tv513829_ex99-e.htm EX-99.(E) 4651
5 GRAPHIC image_001.jpg GRAPHIC 9222
Complete submission text file 0001144204-19-008276.txt 141193


Mailing Address
60 WALL STREET

NEW YORK NY 10005

Business Address
60 WALL STREET

NEW YORK NY 10005

212-319-7600


Deutsche Bank Trust Co Americas/ ADR Group (Filed by) CIK: 0001471515 (see all company filings)

IRS No.: 000000000 | State of Incorp.: NY | Fiscal Year End: 1231
Type: F-6EF



Mailing Address
C/O MOSES & SINGER LLP

ATTN: ALLAN GRAUBERD 405 LEXINGTON AVE

NEW YORK NY 10174

Business Address
BLEICHEPIATZ 3

SCHAFFHAUSEN V8 8200

212 554-7883


Oriflame Holding AG/ADR (Subject) CIK: 0001767740 (see all company filings)

IRS No.: 000000000 | State of Incorp.: V8 | Fiscal Year End: 1231
Type: F-6EF | Act: 33 | File No.: 333-229688 | Film No.: 19608115

https://www.sec.gov/Archives/edgar/data/1767740/0001144204-19-008276-index.htm




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Form F-6 - Registration of American Depository Receipt shares, not immediately effective:

SEC Accession No. 0001208646-19-000090



Filing Date

2019-10-15

Accepted

2019-10-15 09:11:21

Documents

4




Document Format Files


Seq

Description

Document

Type

Size

1 F6 c115861_f6.htm F-6 55078
2 EX4 ex4.htm EX-4 341317
3 EX5 ex5.htm EX-5 7169
4 GRAPHIC proskauer.jpg GRAPHIC 9319
Complete submission text file 0001208646-19-000090.txt 417979


Mailing Address
60 WALL STREET

NEW YORK NY 10005

Business Address
60 WALL STREET

NEW YORK NY 10005

212-319-7600


Deutsche Bank Trust Co Americas/ ADR Group (Filed by) CIK: 0001471515 (see all company filings)

IRS No.: 000000000 | State of Incorp.: NY | Fiscal Year End: 1231
Type: F-6



Mailing Address
NO. 1122, NANSHAN AVENUE

NANSHAN DISTRICT

SHENZHEN F4 518052

Business Address
NO. 1122, NANSHAN AVENUE

NANSHAN DISTRICT

SHENZHEN F4 518052

86-755-8671-5439


Aesthetic Medical International Holdings Group Ltd (Subject) CIK: 0001757143 (see all company filings)

IRS No.: 000000000 | State of Incorp.: E9 | Fiscal Year End: 1231
Type: F-6 | Act: 33 | File No.: 333-234191 | Film No.: 191149427
SIC: 8093 Services-Specialty Outpatient Facilities, NEC
Office of Life Sciences
https://www.sec.gov/Archives/edgar/data/1757143/000120864619000090/0001208646-19-000090-index.htm
 
 

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