Common use of LIST OF EXHIBITS Clause in Contracts

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th day of November, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of this Statement of Eligibility Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet [Missing Graphic Reference] [Missing Graphic Reference] FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Qualification. X. Xxxx Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Charter of Wilmington Trust Company's common stock, which includes $.001 par value per share (the certificate of authority of Wilmington Trust Company to commence business "Common Stock") on the terms and conditions set forth in the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust CompanyInvestment Agreement. Pursuant to the requirements Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the Trust Indenture SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of 1939effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, as amendedafter telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the trustee, Wilmington Trust Company, a corporation organized SEC and existing the Registrable Securities are available for resale under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th day of November, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or 1933 Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of DelawareRegistration Statement. Very truly yours, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows[Company Counsel] [Missing Graphic Reference] Date:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 10th day of NovemberJuly, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ --------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 28th day of NovemberApril, 20001998. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx [SIGNATURE OF ASSISTANT SECRETARY] By: /s/ Xxxxxx XXXXXX X. XxxXxxxxx ------------------------- ------------------------------ XXXXXX --------------------------------------- -------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Xxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust CompanyWILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 9th day of NovemberJuly, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx XXXXXXXX X. Xxxxx XXXXX By: /s/ Xxxxxx XXXXXX X. XxxXxxxxx ------------------------- ------------------------------ XXXXXXXXX ----------------------------- --------------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust CompanyWILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of this Statement of Eligibility Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: ___________________ Ladies and Qualification. X. Xxxx Gentlemen: We are counsel to _________________, a ___________corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Charter of Wilmington Trust Company's common stock, which includes without par value per share (the certificate of authority of Wilmington Trust Company to commence business "Common Stock") on the terms and conditions set forth in the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust CompanyInvestment Agreement. Pursuant to the requirements Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 2010 the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [ a member of the Trust Indenture SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective ] [the Registration Statement has become effective] under the 1933 Act at [enter the time of 1939effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, as amendedafter telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the trustee, Wilmington Trust Company, a corporation organized SEC and existing the Registrable Securities are available for resale under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th day of November, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or 1933 Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of DelawareRegistration Statement. Very truly yours, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows[Company Counsel] Date:

LIST OF EXHIBITS. List below all exhibits filed as part EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of this Statement of Eligibility Company’s Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [TRANSFER AGENT] Re: Ladies and Qualification. X. Xxxx Gentlemen: We are counsel to PGI Energy Fund I Series 2010, Inc., a Texas corporation (the “Company”), and have represented the Company in connection with that certain Investment Agreement (the “Investment Agreement”) entered into by and among the Company and Kodiak Capital Group, LLC (the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of the Charter of Wilmington Trust Company’s common stock, which includes without par value per share (the certificate of authority of Wilmington Trust Company to commence business “Common Stock”) on the terms and conditions set forth in the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust CompanyInvestment Agreement. Pursuant to the requirements Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on April , 2010 the Company filed a Registration Statement on Form S- (File No. 333- ) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that a member of the Trust Indenture SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective [the Registration Statement has become effective] under the 1933 Act at [enter the time of 1939effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, as amendedafter telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the trustee, Wilmington Trust Company, a corporation organized SEC and existing the Registrable Securities are available for resale under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th day of November, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or 1933 Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the Registration Statement. Respectfully submitted, XXXXXXXX & XXXXXX, LLP BY: Xxxxxxxxxx X. XxXxxx Date: RE: Put Notice Number Dear Xx. Xxxxxx, This is to inform you that as of today, ., a Texas corporation law for state banks (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require Kodiak Capital Group, LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $ . The Pricing Period runs from until . The current number of shares issued and trust companies outstanding as of the State Company are: The number of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that shares currently available for issuance on the same as so altered and amended shall in its entirety read as follows:S-1 for the Equity Line are: Regards,

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th ___ day of November_______________, 2000200__. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx _____________________________ By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ _____________________________ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of this Statement of Eligibility Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet See attached. FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: [Insert Company Name] Ladies and Qualification. X. Xxxx Gentlemen: We are counsel to [insert Company Name], a Nevada corporation (the “Company”), and have represented the Company in connection with that certain Investment Agreement (the “Investment Agreement”) entered into by and among the Company and SurePoint Capital Management (the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of the Charter of Wilmington Trust Company’s common stock, which includes $0.001 par value per share (the certificate of authority of Wilmington Trust Company to commence business “Common Stock”) on the terms and conditions set forth in the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust CompanyInvestment Agreement. Pursuant to the requirements Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that a member of the Trust Indenture SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ______ on __________, 20__ and we have no knowledge, after telephonic inquiry of 1939a member of the SEC's staff, as amendedthat any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the trustee, Wilmington Trust Company, a corporation organized SEC and existing the Registrable Securities are available for sale under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th day of November, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or 1933 Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of DelawareRegistration Statement Very truly yours, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows[Company Counsel] Date:

LIST OF EXHIBITS. List below all exhibits filed as part EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of this Statement of Eligibility Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet See attached. FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [TRANSFER AGENT] Re: Clean Energy Technologies, Inc. Ladies and Qualification. X. Xxxx Gentlemen: We are counsel to Clean Energy Technologies, Inc., a _______corporation (the “Company”), and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments, LLC(the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of the Charter of Wilmington Trust Company’s common stock, which includes $_____ par value per share (the certificate of authority of Wilmington Trust Company to commence business “Common Stock”) on the terms and conditions set forth in the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust CompanyInvestment Agreement. Pursuant to the requirements Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S-1 (File No. __-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that a member of the Trust Indenture SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ______ on __________, 20__ and we have no knowledge, after telephonic inquiry of 1939a member of the SEC’s staff, as amendedthat any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the trustee, Wilmington Trust Company, a corporation organized SEC and existing the Registrable Securities are available for sale under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th day of November, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or 1933 Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of DelawareRegistration Statement Very truly yours, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows[Company Counsel] Date:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th ___ day of November_____________, 20002001. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Assistant Secretary --------------------------------- Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 17th day of NovemberSeptember, 20001998. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Attest:/s/ X. Xxxxx By: /s/ Xxxxxxxxxx By:/s/ Xxxxx X. Xxxxxx X. XxxXxxxxx ----------------------------- ------------------------- ------------------------------ Assistant Secretary Name: Xxxxx X. Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust CompanyWILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx A. Copy of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 24th day of NovemberOctober, 20002001. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx W. Chris Sponenberg By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Donald G. MacKelcan --------------------------------- -------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx TitleDonald G. MacKelcan Xxxxx: Vice President Xxxx Xxxxxdent EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th ___ day of November_______________, 2000200__. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx :__________________________ By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ --------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 26th day of NovemberJuly, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx Xxxxx X. XxxXxxxxx ------------------------- ------------------------------ Xxxxx --------------------------- --------------------------- Assistant Secretary Name: Xxxxxx Xxxxx X. XxxXxxxxx Xxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 10th day of NovemberAugust, 20001998. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Attest:/s/ X. Xxxxx By: /s/ Xxxxxxxxxx By:/s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Xxxxxx --------------------------- --------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Xxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware DELAWARE As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust CompanyWILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. A. Xxxx of xx the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 19th day of NovemberOctober, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx PATRXXXX X. Xxxxx XXXXX By: /s/ Xxxxxx DONAXX X. XxxXxxxxx ------------------------- XXXXXXXXX ----------------------------- ------------------------------ Assistant Secretary Name: Xxxxxx Donaxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 10th day of NovemberJuly, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ -------------------------- --------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 20th day of NovemberSeptember, 20002001. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx Xxxxxxxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ------------------------------------ ---------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th ______ day of NovemberFebruary, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx Xxxxxxxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ -------------------------- ------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. A. Xxxx of xx the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th ______ day of November__________, 2000_________ . WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx Donaxx X. XxxXxxxxx ------------------------- ------------------------------ XxxXxxxx -------------------- ------------------------ Assistant Secretary Name: Xxxxxx Donaxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th ___ day of November_______________, 2000200__. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx _____________________________ By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ __________________________ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx A. Copy of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 10th day of NovemberJanuary, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Patrxxxx X. Xxxxx By: /s/ Xxxxxx Donaxx X. XxxXxxxxx ------------------------- ------------------------------ ------------------------ Assistant Secretary Name: Xxxxxx Donaxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List The additional exhibits listed below all are filed herewith: exhibits, if any, identified in parentheses are on file with the Commission and are incorporated herein by reference as exhibits filed as part hereto pursuant to Rule 7a-29 under the Trust Indenture Act of this Statement of Eligibility 1939 and Qualification. X. Xxxx Rule 24 of the Charter Commission's Rules of Wilmington Trust CompanyPractice. EXHIBIT NUMBER ------- 1 --Restated Articles of Incorporation of the Trustees as now in effect. (Exhibit 1 to Form T-1, which includes Registration No. 22-21909). 2 --Not applicable. 3 --Authorization of the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company Trustee to exercise corporate trust powers. B. Copy (Exhibit 3 to Form T-1, Registration No. 22-21909). 4 --Bylaws of By-Laws the Trustee. (Exhibit 4 to Form T-1, Registration No. 33- 60351). 5 --Not applicable. 6 --Consent of Wilmington Trust Company. C. Consent of Wilmington Trust Company the Trustee required by Section 321(b) of the Trust Indenture ActAct of 1939, as amended. D. Copy 7 --Latest report of most recent Report condition of Condition the Trustee published pursuant to law or the requirements of Wilmington Trust Companyits supervising or examining authority as of the close of business on June 30, 1995. 8 --Not applicable. 9 --Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trusteeTrustee, Wilmington Trust CompanyFirst Alabama Bank, a corporation organized and existing under the laws of Delawarean Alabama banking corporation, has duly caused this Statement statement of Eligibility eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington Birmingham and State of Delaware on the 15th day of November, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of DelawareAlabama, entitled "An Act on the 18th day of October, 1995. First Alabama Bank By___________________________________ XXX X. XXXXXXXX SENIOR VICE PRESIDENT-- CORPORATE TRUST MANAGER 4 EXHIBIT 6 CONSENT OF TRUSTEE Pursuant to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name requirements of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office Section 321(b) of the Secretary Trust Indenture Act of State on March 1939, as amended, in connection with the proposed issue of Debt Securities by BellSouth Telecommunications, Inc., we hereby consent that reports of examination by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. First Alabama Bank By __________________________________ XXX X. XXXXXXXX SENIOR VICE PRESIDENT-- CORPORATE TRUST MANAGER Dated: October 18, A.D. 19031995 6 FIRST ALABAMA BANK Call Date: 06/30/95 ST-BK: 01-0310 FFIEC 031 X.X. Xxx 00000 Xxxxxxxxxx, and XX 00000 Vendor ID: D CERT: 12368 Transit Number: 06200569 CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1995 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies amount outstanding as of the State last business day of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:quarter. SCHEDULE RC--BALANCE SHEET C400

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 9th day of NovemberSeptember, 20002002. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx Xxxxxxx By: /s/ Xxxxxx X. X XxxXxxxxx ------------------------- ------------------------------ -------------------------- ----------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 20th day of NovemberSeptember, 20002001. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx Xxxxxxxxxx By: /s/ Xxxxxx X. XxxXxxxxx ---------------------------------- ------------------------- ------------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx A. Copy of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 19/th/ day of NovemberDecember, 20002002. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx Anita E. Dallago By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Donald G. MacKelcan ---------------------------- --------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx TitleDonald G. MacKelcan Xxxxx: Vice President Xxxx Xxxxxxxnt EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 11th day of NovemberSeptember, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- --------------------------- ------------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 20th day of November, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. X, Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ------------------------ ------------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. A. Xxxx of xx the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 16th day of NovemberMay, 20002001. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx Assistant Secretary By: /s/ Xxxxxx Donaxx X. XxxXxxxxx ------------------------- ------------------------------ --------------------------- -------------------------- Assistant Secretary Name: Xxxxxx Donaxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 13th day of NovemberFebruary, 20002001. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxx X. Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx Xxxxxxx X. XxxXxxxxx Xxxxxxx ------------------------- ------------------------------ ----------------------------- Assistant Secretary Name: Xxxxxx Xxxxxxx X. XxxXxxxxx Xxxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust CompanyWILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 30th day of NovemberSeptember, 20001998. [SEAL] WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Xxxxxx By: /s/ Xxxxx X. Xxxxx -------------------- -------------------------------- Assistant Secretary Name: Xxxxxx Xxxxx X. XxxXxxxxx Xxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. A. Xxxx of xx the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 25th day of NovemberApril, 20001997. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Attest:/s/ Emmexx X. Xxxxxx By:/s/ Normx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ------------------------ --------------------------- Assistant Secretary Name: Xxxxxx Normx X. XxxXxxxxx Xxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust CompanyWILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 26th day of NovemberJuly, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx Xxxxx X. XxxXxxxxx ------------------------- ------------------------------ Xxxxx ----------------------------- ------------------------------- Assistant Secretary Name: Xxxxxx Xxxxx X. XxxXxxxxx Xxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 30th day of NovemberSeptember, 20001998. [SEAL] WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Attest:/s/ Xxxxxx X. Xxxxxx By:/s/ Xxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ --------------------- --------------------- Assistant Secretary Name: Xxxxxx Xxxxx X. XxxXxxxxx Xxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th ______ day of NovemberAugust, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ---------------------------------- ------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. A. Xxxx of xx the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 11th day of November, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Chrixxxxxxx X. Xxxxx Xxxxxx By: /s/ Xxxxxx X. XxxXxxxxx W. Cxxxx Xxxxxxxxxx -------------------------- ------------------------- ------------------------------ Assistant Secretary Name: Chrixxxxxxx X. Xxxxxx X. XxxXxxxxx Name: W. Cxxxx Xxxxxxxxxx Xxxle: Assistant Vice President Title: Assistant Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 18th day of NovemberFebruary, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx Xxxxxxxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ------------------------ ------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th _____ day of November_____________, 20002001. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Attest:/s/ X. Xxxxx By: /s/ Xxxxxxxxxx By:/s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ------------------------------- -------------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President NOTE: REMOVE CONFORMED SIGNATURES BEFORE SENDING AS DRAFT. EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington to"Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 27th day of NovemberSeptember, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ---------------------------- ----------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th ______ day of NovemberAugust, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ---------------------- ------------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 5th day of NovemberJune, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxx X. Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ----------------------- ------------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx A. Copy of the Charter of Wilmington Xxxxxxxxon Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th ___ day of November_______________, 20002003. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ----------------------- ----------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Donald G. MacKelcan Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 8th day of NovemberFebruary, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx Xxxxxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ --------------------------- -------------------------- Assistant Secretary Name: Xxxxx X. Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 24th day of NovemberMay, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx X. XxxXxxxxx ------------------------- ---------------------------- ------------------------------ Assistant Secretary Name: Xxxxx X. Xxxxxx X. XxxXxxxxx Title: Vice President H:\...\trinact\t1\plccapg4.wpd EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware DELAWARE As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust CompanyWILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. A. Xxxx of xx the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 17th day of NovemberJuly, 20002001. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Patrxxxx X. Xxxxx By: /s/ Xxxxxx Donaxx X. XxxXxxxxx ------------------------- ------------------------------ ----------------------- Assistant Secretary Name: Xxxxxx Donaxx X. XxxXxxxxx Title: Vice President 3 EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 24th day of NovemberMay, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ------------------------------ Assistant Secretary Name: Xxxxx X. Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust CompanyWILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 21st day of NovemberFebruary, 20001997. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Attest:/s/ Xxxxxxxx X. Xxxxx By: /s/ By:/s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Xxxxxx ----------------------------- ---------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Xxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust CompanyWILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th ______ day of NovemberAugust, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ------------------------ -------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 17th day of NovemberSeptember, 20001998. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Attest:/s/ X. Xxxxx By: /s/ Xxxxxxxxxx By:/s/ Xxxxx X. Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ------------------------ ------------------- Assistant Secretary Name: Xxxxx X. Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust CompanyWILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx 1. A copy of the Charter articles of Wilmington Trust Company, association of the Trustee is now in effect which includes the certificate of authority of Wilmington Trust Company the trustee to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy A copy of Bythe Certificate of Merger dated April 1, 1972 between Xxxxxx Trust and Savings Bank, HTS Bank and Xxxxxx Bankcorp, Inc. which constitutes the articles of association of the Trustee as now in effect and includes the authority of the Trustee to commence business and to exercise corporate trust powers was filed in connection with the Registration Statement of Louisville Gas and Electric Company, File No. 2-Laws 44295, and is incorporated herein by reference. 2. A copy of Wilmington Trust Companythe existing by-laws of the Trustee. C. Consent A copy of Wilmington Trust Company the existing by-laws of the Trustee was filed in connection with the Registration Statement of Commercial Federal Corporation, File No. 333-20711, and is incorporated herein by reference. 3. The consents of the Trustee required by Section 321(b) of Trust Indenture the Act. D. Copy (included as Exhibit A on page 3 of most recent Report this statement) 4. A copy of Condition the latest report of Wilmington Trust Companycondition of the Trustee published pursuant to law or the requirements of its supervising or examining authority. (included as Exhibit B on page 4 of this statement) SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amendedthe Trustee, the trustee, Wilmington Trust CompanyXXXXXX TRUST AND SAVINGS BANK, a corporation organized and existing under the laws of Delawarethe State of Illinois, has duly caused this Statement statement of Eligibility eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington Chicago, and State of Delaware Illinois, on the 15th 30th day of NovemberOctober, 20001998. WILMINGTON XXXXXX TRUST COMPANY [SEAL] Attest: AND SAVINGS BANK /s/ Xxxxxxx Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: ------------------------------- Xxxxxxx Xxxxxxxx Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act The consents of the General Assembly trustee required by Section 321(b) of the Act. Xxxxxx Trust and Savings Bank, as the Trustee herein named, hereby consents that reports of examinations of said trustee by Federal and State authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. XXXXXX TRUST AND SAVINGS BANK /s/ Xxxxxxx Xxxxxxxx By: ------------------------------- Xxxxxxx Xxxxxxxx Vice President Attached is a true and correct copy of the statement of condition of Xxxxxx Trust and Savings Bank as of June 30, 1998, as published in accordance with a call made by the State Banking Authority and by the Federal Reserve Bank of the Seventh Reserve District. XXXXXX BANK Xxxxxx Trust and Savings Bank 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of business on June 30, 1998, a state banking institution organized and operating under the banking laws of this State and a member of the Federal Reserve System. Published in accordance with a call made by the Commissioner of Banks and Trust Companies of the State of DelawareIllinois and by the Federal Reserve Bank of this District. Bank's Transit Number 00000000 a. Held-to-maturity securities $ 0 b. Available-for-sale securities $ 4,490,777 Federal funds sold and securities purchased under agreements to resell $ 263,100 Loans and lease financing receivables: Loans and leases, entitled "An Act to Incorporate the Delaware Guarantee net of unearned income................................ $ 9,238,306 LESS: Allowance for loan and Trust Company"lease losses.............................. $103,410 ----------- Loans and leases, approved March 2net of unearned income, A.D. 1901allowance, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed reserve (item 4.a minus 4.b).................................................... $ 9,134,896 Assets held in the Office of the Secretary of State on March 18, A.D. 1903, trading accounts................................................ $ 192,782 Premises and the Charter or Act of Incorporation of which company has been from time to time amended fixed assets (including capitalized leases)....................... $ 230,242 Other real estate owned........................................................ $ 244 Investments in unconsolidated subsidiaries and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:associated companies.........

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 7th day of NovemberSeptember, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx /S/XXXXXXXX X. Xxxxx XXXXX By: /s/ Xxxxxx /S/ XXXXXX X. XxxXxxxxx XXXXXXXXX ---------------------- ------------------------- ------------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 19/th/ day of NovemberDecember, 20002002. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Xxxxx X. Xxxxx Xxxxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ -------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. A. Xxxx of xx the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 25th day of NovemberApril, 20001997. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Emmexx X. Xxxxx Xxxxxx By: /s/ Xxxxxx Normx X. XxxXxxxxx Xxxxx ------------------------- ------------------------------ -------------------------- Assistant Secretary Name: Xxxxxx Normx X. XxxXxxxxx Xxxxx Title: Vice President H:\...\trinact\t1\owenscp3.a25 EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust CompanyWILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 23rd day of NovemberJanuary, 20002001. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ -------------------------- ------------------------ Assistant Secretary Name: Xxxxx X. Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 10th day of NovemberJune, 20001998. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Xxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Xxxxxx ------------------ -------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Xxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 10th day of NovemberJanuary, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Assistant Secretary ------------------------------------ ------- Name: Xxxxxx X. XxxXxxxxx Title: Vice President NOTE: REMOVE CONFORMED SIGNATURES BEFORE SENDING AS DRAFT. EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 20th day of NovemberFebruary , 20002002. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx Xxxxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ------------------- -------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. A. Xxxx of xx the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 16th day of NovemberMay, 20002001. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx [Assistant Secretary] By: /s/ Xxxxxx Donaxx X. XxxXxxxxx ------------------------- ------------------------------ -------------------------- ---------------------------- Assistant Secretary Name: Xxxxxx Donaxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 24th day of NovemberMay, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx X. XxxXxxxxx ------------------------- -------------------------------- ------------------------------ Assistant Secretary Name: Xxxxx X. Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust CompanyWILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 29th day of NovemberJune, 20001998. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ---------------------------- ---------------------------- Assistant Secretary Name: Xxxxx X. Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. A. Xxxx of xx the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 11th day of November, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Chrixxxxxxx X. Xxxxx Xxxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- W. Cxxxx Xxxxxxxxxx ------------------------------ Assistant Secretary ------------------------ Name: /s/ Chrixxxxxxx X. Xxxxxx X. XxxXxxxxx Name: /s/ W. Cxxxx Xxxxxxxxxx Xxxle: Assistant Vice President Title: Assistant Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company 3 4 AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 10th day of NovemberJanuary, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ /s/Xxxxxxxx X. Xxxxx By: /s/ /s/Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ----------------------------- -------------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 27th day of NovemberSeptember, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ -------------------------- ------------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. A. Xxxx of xx the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 25th day of NovemberOctober, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx /s/Patrxxxx X. Xxxxx By: /s/ Xxxxxx Donaxx X. XxxXxxxxx ------------------------- ------------------------------ --------------------------- Assistant Secretary Name: Xxxxxx Donaxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. A. Xxxx of xx the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 25th day of NovemberApril, 20001997. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Emmexx X. Xxxxx Xxxxxx By: /s/ Xxxxxx Normx X. XxxXxxxxx Xxxxx ------------------------- ------------------------------ ------------------------ Assistant Secretary Name: Xxxxxx Normx X. XxxXxxxxx Xxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust CompanyWILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. A. Xxxx of xx the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 16th day of NovemberMay, 20002001. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx Assistant Secretary By: /s/ Xxxxxx Donaxx X. XxxXxxxxx ------------------------- ------------------------------ --------------------------- ------------------------------- Assistant Secretary Name: Xxxxxx Donaxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. A. Xxxx of xx the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 25th day of NovemberApril, 20001997. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Emmexx X. Xxxxxx By:/s/ Normx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ----------------------- ------------------------ Assistant Secretary Name: Xxxxxx Normx X. XxxXxxxxx Xxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust CompanyWILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx 1. A copy of the Charter articles of Wilmington Trust Company, association of the Trustee is now in effect which includes the certificate of authority of Wilmington Trust Company the trustee to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy A copy of Bythe Certificate of Merger dated April 1, 1972 between Xxxxxx Trust and Savings Bank, HTS Bank and Xxxxxx Bankcorp, Inc. which constitutes the articles of association of the Trustee as now in effect and includes the authority of the Trustee to commence business and to exercise corporate trust powers was filed in connection with the Registration Statement of Louisville Gas and Electric Company, File No. 2-Laws 44295, and is incorporated herein by reference. 2. A copy of Wilmington Trust Companythe existing by-laws of the Trustee. C. Consent A copy of Wilmington Trust Company the existing by-laws of the Trustee was filed in connection with the Registration Statement of C-Cube Microsystems Inc., File No. 33- 97166, and is incorporated herein by reference. 3. The consents of the Trustee required by Section 321(b) of Trust Indenture the Act. D. Copy (included as Exhibit A on page 3 of most recent Report this statement) 4. A copy of Condition the latest report of Wilmington Trust Companycondition of the Trustee published pursuant to law or the requirements of its supervising or examining authority. (included as Exhibit B on page 4 of this statement) SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amendedthe Trustee, the trustee, Wilmington Trust CompanyXXXXXX TRUST AND SAVINGS BANK, a corporation organized and existing under the laws of Delawarethe State of Illinois, has duly caused this Statement statement of Eligibility eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington Chicago, and State of Delaware Illinois, on the 15th 13th day of NovemberJanuary, 20001998. WILMINGTON XXXXXX TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx AND SAVINGS BANK By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: XXX XXXXXXX ----------------------------------- Xxx Xxxxxxx Vice President -3- EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act The consents of the General Assembly trustee required by Section 321(b) of the Act. Xxxxxx Trust and Savings Bank, as the Trustee herein named, hereby consents that reports of examinations of said trustee by Federal and State authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. XXXXXX TRUST AND SAVINGS BANK By: /s/ XXX XXXXXXX ----------------------------------- Xxx Xxxxxxx Vice President -4- EXHIBIT B Attached is a true and correct copy of the statement of condition of Xxxxxx Trust and Savings Bank as of September 30, 1997, as published in accordance with a call made by the State Banking Authority and by the Federal Reserve Bank of the Seventh Reserve District. [XXXXXX BANK LOGO APPEARS HERE] Xxxxxx Trust and Savings Bank 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of business on September 30, 1997, a state banking institution organized and operating under the banking laws of this State and a member of the Federal Reserve System. Published in accordance with a call made by the Commissioner of Banks and Trust Companies of the State of DelawareIllinois and by the Federal Reserve Bank of this District. Bank's Transit Number 00000000 a. Held-to-maturity securities $ 0 b. Available-for-sale securities $ 3,685,983 Federal funds sold and securities purchased under agreements to resell $ 396,400 Loans and lease financing receivables: Loans and leases, entitled "An Act to Incorporate the Delaware Guarantee net of unearned income.......................... $ 8,401,048 LESS: Allowance for loan and Trust Company"lease losses........................ $ 107,180 ----------- Loans and leases, approved March 2net of unearned income, A.D. 1901allowance, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed reserve (item 4.a minus 4.b).............................................. $ 8,293,868 Assets held in the Office of the Secretary of State on March 18, A.D. 1903, trading accounts............................................... $ 98,368 Premises and the Charter or Act of Incorporation of which company has been from time to time amended fixed assets (including capitalized leases)...................... $ 213,612 Other real estate owned....................................................... $ 778 Investments in unconsolidated subsidiaries and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:associated companies...

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 24th day -- of November, 2000July 2001. ---- WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx Xxxxxxxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ -------------------------------- ------------------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 20th day of November, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ----------------------------- ------------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th ___ day of November_____________, 20002001. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Assistant Secretary --------------------------------- Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 21st day of NovemberMay, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Xxxxxx X. Xxxxx XxxXxxxxx By: /s/ Xxxxx X. Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ----------------------------- ---------------------------- Assistant Secretary Name: Xxxxx X. Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 20th day of November, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Assistant Secretary ------------------------------- -------------------------------- Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th ______ day of NovemberAugust, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ --------------------------- --------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 20th day of November, 20001998. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx Xxxxxxxxxx By:/s/ Xxxxx X. Xxxxxxxx ------------------------- ------------------------------ ---------------------- Assistant Secretary Name: Xxxxxx Xxxxx X. XxxXxxxxx Xxxxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 10th day of NovemberJuly, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx -------------------------- ------------------------- ------------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 5th day of NovemberJune, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxx X. Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ------------------------ ------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th ______ day of NovemberFebruary, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx Xxxxxxxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ------------------------ ------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. A. Xxxx of xx the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 17th day of NovemberJuly, 20002001. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Patrxxxx X. Xxxxx By: /s/ Xxxxxx Donaxx X. XxxXxxxxx ------------------------- ------------------------------ --------------------------------- ------------------------ Assistant Secretary Name: Xxxxxx Donaxx X. XxxXxxxxx Title: Vice President 3 EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 20th day of NovemberSeptember, 20002001. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx Xxxxxxxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ----------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. A. Xxxx of xx the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 31st day of NovemberMarch, 20001998. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx Attest:/s/ Donaxx X. XxxXxxxxx ------------------------- ------------------------------ By:/s/ Emmexx X. Xxxxxx --------------------------- --------------------------------- Assistant Secretary Name: Emmexx X. Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust CompanyWILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of 321(b)of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 17th day of NovemberJuly, 20001998. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Attest:/s/Xxxxxx X. Xxxxx XxxXxxxxx By: /s/ Xxxxx X. Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Assistant Secretary Name: Xxxxx X. Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th ____ day of November____________, 20002001. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Assistant Secretary ------------------------------------- Name: Xxxxxx X. XxxXxxxxx Title: Vice President VICE PRESIDENT EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 19th day of NovemberJune, 20002003. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx Xxxxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ------------------------------------ ----------------------------- Title: Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Senior Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. A. Xxxx of xx the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 18th day of NovemberFebruary, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Donaxx X. Xxxxx XxxXxxxxx By: /s/ Emmexx X. Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ----------------------- -------------------- Assistant Secretary Name: Emmexx X. Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust CompanyWILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx A. Copy of the Charter of Wilmington Trust Wilxxxxxxx Xxust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 16th day of NovemberAugust, 20002001. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx /S/ PATRICIA S. EVANS Xx: /X/ XXXXXX X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ MACKELCAN --------------------- -------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Donald G. MacKelcan Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 10th day of NovemberJanuary, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Assistant Secretary --------------------------------- ------- Name: Xxxxxx X. XxxXxxxxx Title: Vice President NOTE: REMOVE CONFORMED SIGNATURES BEFORE SENDING AS DRAFT. EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 29th day of NovemberJune, 20001998. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ---------------------- --------------------------- Assistant Secretary Name: Xxxxx X. Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 30th day of NovemberSeptember, 20001998. [SEAL] WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Xxxxxx By: /s/ Xxxxx X. Xxxxx ------------------------ -------------------------- Assistant Secretary Name: Xxxxxx Xxxxx X. XxxXxxxxx Xxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 24th day of NovemberMarch, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Attest:/s/ Xxxxxxxx X. Xxxxx By: /s/ By:/s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ -------------------------- ----------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. A. Xxxx of xx the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 31st day of NovemberMarch, 20001998. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx Attest:/s/ Donaxx X. XxxXxxxxx ------------------------- ------------------------------ By:/s/ Emmexx X. Xxxxxx --------------------------- ----------------------------- Assistant Secretary Name: Emmexx X. Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust CompanyWILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 27th day of NovemberSeptember, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ----------------------------- ------------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 4th day of NovemberAugust, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- Xxxx Xxx Xxxx ------------------------------ ---------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Xxxx Xxx Xxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 27th day of NovemberSeptember, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ---------------------------- ---------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 20th day of November, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Assistant Secretary --------------------------- ------------------------ Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. . B. Copy of By-Laws of Wilmington Trust Company. . C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. . D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 24th day of NovemberMay, 20001999. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ ----------------------------- ----------------------------- Assistant Secretary Name: Xxxxx X. Xxxxxx X. XxxXxxxxx Title: Vice President H:\...\trinact\t1\plccapt4.wpd EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust CompanyWILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. A. Xxxx of xx the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 31st day of NovemberMarch, 20001998. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx Donaxx X. XxxXxxxxx ------------------------- ------------------------------ By:/s/ Emmexx X. Xxxxxx ---------------------------- ----------------------------- Assistant Secretary Name: Emmexx X. Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company WilmingtonWILMINGTON TRUST COMPANY WILMINGTON, Delaware As existing on May DELAWARE AS EXISTING ON MAY 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust CompanyAMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust CompanyWILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. X. Xxxx of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business and the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust Company. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th 24th day of NovemberJuly , 20002001. ---- ------- WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx Xxxxxxxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ -------------------------- Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

LIST OF EXHIBITS. List below all exhibits filed as part EXHIBIT A Registration Rights Agreement EEXHIBIT B Opinion of this Statement of Eligibility Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Etwine Holdings, Inc. Ladies and Qualification. X. Xxxx Gentlemen: We are counsel to Etwine Holdings, Inc., a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Charter of Wilmington Trust Company's common stock, which includes $.001 par value per share (the certificate of authority of Wilmington Trust Company to commence business "Common Stock") on the terms and conditions set forth in the authorization of Wilmington Trust Company to exercise corporate trust powers. B. Copy of By-Laws of Wilmington Trust Company. C. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act. D. Copy of most recent Report of Condition of Wilmington Trust CompanyInvestment Agreement. Pursuant to the requirements Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the Trust Indenture SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of 1939effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, as amendedafter telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the trustee, Wilmington Trust Company, a corporation organized SEC and existing the Registrable Securities are available for resale under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 15th day of November, 2000. WILMINGTON TRUST COMPANY [SEAL] Attest: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. XxxXxxxxx ------------------------- ------------------------------ Assistant Secretary Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT A AMENDED CHARTER Wilmington Trust Company Wilmington, Delaware As existing on May 9, 1987 Amended Charter or 1933 Act of Incorporation of Wilmington Trust Company Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "Wilmington Trust Company" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of DelawareRegistration Statement. Very truly yours, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows[Company Counsel] Date: