EXHIBIT 4.11
TRUST AGREEMENT
OF
ABN AMRO CAPITAL FUNDING TRUST VII
This TRUST AGREEMENT, dated as of April 1, 2003 (this "Trust Agreement"),
among (i) LaSalle Funding LLC, a Delaware limited liability company (the
"Depositor") and (ii) The Bank of New York (Delaware), a Delaware banking
corporation, as trustee (the "Trustee"). The Depositor and the Trustee hereby
agree as follows:
1. The trust created hereby (the "Trust") shall be known as "ABN AMRO
Capital Funding Trust VII" in which name the Trustee, or the Depositor to the
extent provided herein, may engage in the transactions contemplated hereby,
make and execute contracts, and ▇▇▇ 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 Trust
created hereby constitute a statutory trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. ss. 3801, et seq. (the "Statutory Trust Act"), and
that this document constitute the governing instrument of the Trust. The
Trustee is hereby authorized and directed to execute and file a certificate of
trust in the form of exhibit A attached hereto with the Delaware Secretary of
State in accordance with the provisions of the Statutory Trust Act.
3. The Depositor and the Trustee will enter into an amended and restated
Trust Agreement, satisfactory to each such party and substantially in the form
included as an exhibit to the 1933 Act Registration Statement (as defined
below), to provide for the contemplated operation of the Trust created hereby
and the issuance of the Preferred Securities and Common Securities referred to
therein. Prior to the execution and delivery of such amended and restated Trust
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 of any
licenses, consents or approvals required by applicable law or otherwise.
4. The Depositor, as the sponsor of the Trust, is hereby authorized (i) to
file with the Securities and Exchange Commission (the "Commission") and
execute, in each case on behalf of the Trust, (a) the Registration Statement on
Form F-3 (the "1933 Act Registration Statement"), including any pre-effective
or post-effective amendments to the 1933 Act Registration Statement, relating
to the registration under the Securities Act of 1933, as amended, of the
Preferred Securities of the Trust and possibly certain other securities and (b)
a Registration Statement on Form 8-A (the "1934 Act Registration Statement")
(including all pre-effective and post-effective amendments thereto) relating to
the registration of the Preferred Securities of the Trust under the Securities
Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange
or any other national stock exchange or The Nasdaq National Market (each, an
"Exchange") and execute on behalf of the Trust one or more listing applications
and all other
applications, statements, certificates, agreements and other instruments as
shall be necessary or desirable to cause the Preferred Securities to be listed
on any of the Exchanges; (iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents as shall be
necessary or desirable to register the Preferred Securities under the
securities or blue sky laws of such jurisdictions as the Depositor, on behalf
of the Trust, may deem necessary or desirable; (iv) to execute on behalf of the
Trust that certain Underwriting Agreement relating to the Preferred Securities,
among the Trust, the Depositor and the several Underwriters named therein,
substantially in the form included as an exhibit to the 1933 Act Registration
Statement, and (v) to execute and deliver letters or documents to, or
instruments for filing with, a depository relating to the Preferred or Capital
Securities of the Trust.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of Trustees initially shall be one (1) and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by
a written instrument signed by the Depositor which may increase or decrease the
number of Trustees; provided, however, that to the extent required by the
Statutory Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and 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 (30) days' prior notice to the
Depositor.
7. Concerning the Trustee.
(a) Except as otherwise expressly required in Section 2 of this Trust
Agreement, the Trustee shall not have any duty or liability with respect to the
administration of the Trust, the investment of the Trust's property or the
payment of dividends or other distributions of income or principal to the
Trust's beneficiaries, and no implied obligations shall be inferred from this
Trust Agreement on the part of the Trustee. The Trustee shall not be liable for
the acts or omissions of the Depositor or any other person who acts on behalf
of the Trust nor shall a Trustee be liable for any act or omission by it in
good faith in accordance with the directions of the Depositor.
(b) The Trustee accepts the trusts hereby created and agree to perform its
duties hereunder with respect to the same but only upon the terms of this Trust
Agreement. Each Trustee shall not be personally liable under any circumstances,
except for its own willful misconduct or gross negligence. In particular, but
not by way of limitation:
(i) The Trustee shall not be personally liable for any error of
judgment made in good faith by an officer or employee of it;
(ii) No provision of this Trust Agreement shall require the Trustee
to expend or risk its personal funds or otherwise incur any financial
liability in the performance of their rights or duties hereunder, if the
Trustee shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured or provided to it;
(iii) Under no circumstance shall the Trustee be personally liable
for any representation, warranty, covenant or indebtedness of the Trust;
(iv) The Trustee shall not be personally responsible for or in
respect of the genuineness, form or value of the Trust property, the
validity or sufficiency of this Trust Agreement or for the due execution
hereof by the Depositor;
(v) In the event that the Trustee is unsure as to the course of
action to be taken by it hereunder, the Trustee may request instructions
from the Depositor and to the extent the Trustee follows such instructions
in good faith it shall not be liable to any person. In the event that no
instructions are provided within the time requested by the Trustee, it
shall have no duty or liability for their failure to take any action or
for any action it takes in good faith;
(vi) All funds deposited with the Trustee hereunder may be held in a
non-interest bearing trust account and the Trustee shall not be liable for
any interest thereon or for any loss as a result of the investment thereof
at the direction of the Depositor; and
(vii) To the extent that, at law or in equity, the Trustee has duties
and liabilities relating thereto to the Depositor or the Trust, the
Depositor agrees that such duties and liabilities are replaced by the
terms of this Trust Agreement.
(c) The Trustee shall incur no liability to anyone in acting upon any
document believed by it to be genuine and believed by it to be signed by the
proper party or parties. The Trustee may accept a certified copy of a
resolution of the board of directors or other governing body of any corporate
party as conclusive evidence that such resolution has been duly adopted by such
body and that the same is in full force and effect. As to any fact or matter
the manner of ascertainment is not specifically prescribed herein, the Trustee
may for all purposes hereof rely on a certificate, signed by the Depositor, as
to such fact or matter, and such certificate shall constitute full protection
to the Trustee for any action taken or omitted to be taken by them in good
faith in reliance thereon.
(d) In the exercise or administration of the trusts hereunder, the Trustee
(i) may act directly or, at the expense of the Depositor, through agents or
attorneys, and the Trustee shall not be liable for the default or misconduct of
such attorneys or agents if such agents and attorneys shall have been selected
by the Trustee in good faith, and (ii) may, at the expense of the Depositor,
consult with counsel, accountants and other experts, and the Trustee shall not
be liable for anything done, suffered or omitted in good faith by it in
accordance with the advice or opinion of any such counsel, accountants or other
experts.
(e) Except as expressly provided in this Section 7, in accepting and
performing the trusts hereby created, the Trustee acts solely as Trustee
hereunder and not in its individual capacity, and all persons having any claim
against the Trustee by reason of the transactions contemplated by this Trust
Agreement shall look only to the Trust's property for payment or satisfaction
thereof.
8. The Depositor hereby agrees to (i) compensate the Trustee for its
services hereunder in an amount separately agreed to by the Depositor and the
Trustee, (ii) reimburse the Trustee for all reasonable expenses (including
reasonable fees and expenses of counsel and other experts) and (iii) indemnify,
defend and hold harmless the Trustee and any of the officers, directors,
employees and agents of the Trustee (the "Indemnified Persons") from and
against any and all losses, damages, liabilities, claims, actions, suits,
costs, expenses, disbursements (including reasonable fees and expenses of its
counsel), taxes and penalties of any kind and nature whatsoever (collectively,
"Expenses"), to the extent that such Expenses arise out of or are imposed upon
or asserted at any time against such Indemnified Person with respect to the
performance of this Trust Agreement, the creation, operation or termination of
the Trust or the transactions contemplated hereby; provided, however, that the
Depositor shall not be required to indemnify any Indemnified Person for any
Expenses which are a result of the willful misconduct, bad faith or gross
negligence of such Indemnified Person. The obligations of the Depositor under
this Section 8 shall survive the termination of this Trust Agreement.
9. 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 of
principles).
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
LASALLE FUNDING LLC, as Depositor
By: LASALLE BANK CORPORATION, as
Managing Member
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Vice President
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
THE BANK OF NEW YORK (DELAWARE),
as Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: SVP
EXHIBIT A
CERTIFICATE OF TRUST
OF
ABN AMRO CAPITAL FUNDING TRUST VII
THIS Certificate of Trust of ABN AMRO Capital Funding Trust VII (the
"Trust") is being duly executed and filed by The Bank of New York (Delaware), a
Delaware banking corporation, as trustee, to form a statutory trust under the
Delaware Statutory Trust Act (12 Del. C.ss.3801 et seq.) (the "Act").
1. Name. The name of the business trust formed hereby is ABN AMRO Capital
Funding Trust VII.
2. Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware is The Bank of New York (Delaware), ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust
Administration.
3. Effective Date. This Certificate of Trust shall be effective upon
filing.
IN WITNESS WHEREOF, the undersigned have executed this Certificate in
accordance with Section 3811(a) of the Act.
THE BANK OF NEW YORK (DELAWARE)
By:
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Name:
Title: