EXHIBIT 4.4
TRUST AGREEMENT
of
BT CAPITAL TRUST B
TRUST AGREEMENT (this "Trust Agreement"), dated as of February 28,
1997, between Bankers Trust New York Corporation, a New York corporation, as
"Depositor," and Wilmington Trust Company, as "Trustee." The Depositor and the
Trustee hereby agree as follows:
1. The trust created hereby shall be known as BT Capital Trust B
(the "Issuer Trust"), in which name the Trustee, or the Depositor to the extent
provided herein, may conduct the business of the Issuer Trust, make and execute
contracts, and xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustee the sum of $10. The Trustee hereby acknowledges receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustee hereby declares that it will hold the trust estate in
trust for the Depositor. It is the intention of the parties hereto that the
Issuer Trust created hereby constitutes a business trust under Chapter 38 of
Title 12 of the Delaware Code, 12 Del. C. (S) 3801 et seq. (the "Business Trust
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Act"), and that this document constitutes the governing instrument of the Issuer
Trust. The Trustee is hereby authorized and directed to execute and file a
certificate of trust with the Delaware Secretary of State in accordance with the
provisions of the Business Trust Act.
3. The Depositor and the Trustee will enter into an amended and
restated declaration of trust or trust agreement (the "Amended Agreement"),
satisfactory to each such party, to provide for the contemplated operation of
the Issuer Trust created hereby and the issuance of the securities referred to
in the Securities Act Registration Statement (as defined below), which
securities may be denominated as the "Capital Securities" and the "Common
Securities." Prior to the execution and delivery of the Amended Agreement, the
Trustee shall not have any duty or obligation hereunder or with respect to the
trust estate, except as otherwise required by applicable law or as may be
necessary to obtain prior to such execution and delivery any licenses, consents
or approvals required by applicable law or otherwise.
4. The Depositor and the Trustee hereby authorize and empower the
Depositor, as the sponsor of the Issuer Trust, (i) to file with the Securities
and Exchange Commission (the "Commission") and execute, in each case on behalf
of the Issuer Trust, (a) the Registration Statement on Form S-4 (the "Securities
Act Registration Statement"), including any pre-effective or post-effective
amendments to the Securities Act Registration Statement, relating to the
registration under the Securities Act of 1933, as amended, of the Capital
Securities and, if necessary or desired, any other securities, referred to
therein, and (b) if so determined by the Depositor, a Registration Statement on
Form 8-A, including all pre-effective and post-effective amendments thereto
(including the exhibits contained therein or forming a
part thereof) relating to the registration of the Capital Securities of the
Issuer Trust under the Securities Exchange Act of 1934, as amended; (ii) if so
determined by the Depositor, to file with the New York Stock Exchange, Inc. or
any other national stock exchange or The Nasdaq National Market or any other
interdealer quotation system (each, an "Exchange") and execute on behalf of the
Issuer Trust one or more listing applications and all other applications,
statements, certificates, agreements and other instruments as the Depositor, on
behalf of the Issuer Trust, may deem necessary or desirable to cause the Capital
Securities to be listed on any of the Exchanges; (iii) to file and execute on
behalf of the Issuer Trust such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and other papers and
documents as the Depositor, on behalf of the Issuer Trust, may deem necessary or
desirable to register the Capital Securities under the securities or blue sky
laws of such jurisdictions as the Depositor, on behalf of the Issuer Trust, may
deem necessary or desirable, (iv) to execute, deliver and perform on behalf of
the Issuer Trust one or more underwriting agreements, purchase agreements,
registration rights agreements, dealer manager agreements, escrow agreements,
subscription agreements and other similar or related agreements providing for or
relating to the sale or delivery of the Capital Securities; (v) to execute,
deliver and perform on behalf of the Issuer Trust any and all agreements,
documents, papers and instruments as may be necessary or desirable in connection
the consummation of the transactions contemplated by THE EXCHANGE AND
REGISTRATION RIGHTS AGREEMENT, DATED AS OF JANUARY 16, 1997, BY AND AMONG
BANKERS TRUST NEW YORK CORPORATION, A NEW YORK CORPORATION, BT CAPITAL TRUST A,
A DELAWARE STATUTORY BUSINESS TRUST, AND XXXXXX BROTHERS INC., AS THE INITIAL
PURCHASER OF THE 7.90% CAPITAL SECURITIES, SERIES A1 OF BT CAPITAL TRUST A, and
(vi) to execute on behalf of the Issuer Trust any and all documents, papers and
instruments as may be desirable in connection with any of the foregoing. If any
filing referred to in clauses (i), (ii) and (iii) above is required by law or by
the rules and regulations of applicable governmental agency, self-regulatory
organization or other person or organization to be executed on behalf of the
Issuer Trust by a trustee of the Issuer Trust, the Depositor and any trustee of
the Issuer Trust appointed pursuant to Section 6 hereof are hereby authorized to
join in any such filing and to execute on behalf of the Issuer Trust any and all
of the foregoing.
5. This Trust Agreement may be executed in one or more counterparts.
6. The Trustee shall initially be the only trustee of the Issuer
Trust. Thereafter, the Depositor may increase or decrease (but not below one)
the number of trustees of the Issuer Trust by executing a written instrument
fixing such number; provided, however, that so long as it is required by the
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Business Trust Act, one trustee of the Issuer Trust shall be either a natural
person who is a resident of the State of Delaware or an entity other than a
natural person that has its principal place of business in the State of Delaware
and that, in either case, otherwise meets the requirements of applicable
Delaware law. Subject to the foregoing, the Depositor is entitled to appoint or
remove without cause any trustee at any time. The Trustee may resign upon
thirty days' prior notice to the Depositor.
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7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be
duly executed as of the day and year first above written.
BANKERS TRUST NEW YORK
CORPORATION, as Depositor
By: /s/ Xxxxxx X. Xxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxx, Xx.
Title: Senior Vice President
WILMINGTON TRUST COMPANY,
as Trustee
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
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