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Articles of Incorporation (1990)







Under Section 402 of the Not-for-Profit Corporation Law

The undersigned, a natural person of the age of eighteen or over, for the purpose of forming a corporation pursuant to Section 402 of the Not-for-Profit Corporation Law of the State of New York, does hereby certify as follows:

FIRST: The name of the corporation is: LDC Debt Traders Association, Inc. (hereinafter referred to as the "Association").

SECOND: The Association is a corporation as defined in subparagraph (a)(5) of Section 102 of the Not-for-Profit Corporation Law, is a Type A corporation under Section 201 of the Not-for-Profit Corporation Law and is organized to be operated exclusively as a business league within the meaning of Section 501(c)(6) of the United States Internal Revenue Code of 1986, as amended (the "Code").

THIRD: The purposes for which the Association is formed are as follows:

(a) to promote practices conducive to the efficient conduct of the business of its members in trading LDC debt and related transactions and to foster high standards of business conduct;

(b) to promote increased efficiency in the LDC debt trading business for the benefit of all participants, including through the development of suggested forms of standard documentation;

(c) to provide a forum for the discussion of issues of relevance to participants in the LDC debt trading business and to cooperate with other organizations on issues of mutual concern in order to promote common interests;

(d) to advance international public understanding of the LDC debt trading business;

(e) to inform its members of legal and political developments affecting participants in the LDC debt trading business; to provide a forum for its members to examine and review such developments; and to represent effectively the common interests of its members before legislative and administrative bodies and international or quasi-public institutes, boards and other bodies; and

(f) to exercise any and all powers in carrying out the Association's purposes that may be conferred upon corporations formed pursuant to the Not-for-Profit Corporation Law or that may be necessary or incidental to the powers so conferred, including, without limitation, the powers enumerated in Section 202(a) of such law; provided, however, that nothing herein shall authorize the Association, directly or indirectly, to engage in or include among its purposes any activity mentioned in Sections 404(b) through 404(u) of such law or any activity which would constitute a violation of any applicable antitrust or trade regulation law.

FOURTH: Anything herein to the contrary notwithstanding, the Association shall not carry on any activity not permitted to be carried on by a corporation exempt from Federal income tax under section 501(c)(6) of the Code.

FIFTH: The Association is not formed for pecuniary profit or for financial gain and no part of its assets, income or profit shall be distributed to or inure to the benefit of any private individual. Reasonable compensation, however, may be paid for services rendered to or for the Association in the furtherance of one or more of its purposes.

SIXTH: The office of the Association shall be located in the City, County and State of New York. The Association may also have offices at such other places both within and without the State of New York and the United States of America as the board of directors (the "Board") may from time to time determine or the business of the Association may require.

SEVENTH: The names and addresses of the initial directors of the Association are as follows:

Name Address
Neil A. Allen Bankers Trust Company
280 Park Avenue
New York, New York 10015
Robert D. Trisciuzzi BOT (Latin America), Inc., a subsidiary of
The Bank of Tokyo Ltd.
100 Broadway
New York, New York 10005
Peter M. Drittel Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Kathylynn Galbraith The Chase Manhattan Bank, N.A.
One Chase Manhattan Plaza
New York, New York 10081
Hugo P. Verdegaal Citibank, N.A.
399 Park Avenue
New York, New York 10043
Alexis O. Rodzianko Manufacturers Hanover Trust Company
270 Park Avenue
New York, New York 10017
Manuel Mejia- Aoun Merrill Lynch Bank and Trust Company
World Financial Center
North Tower
New York, New York 10281-1316
Richard Haller Morgan Grenfell & Co. Ltd.
23 Great Winchester Street
London EC 2T2AX, Great Britain
Nicolas S. Rohatyn Morgan Guaranty Trust Company of New York
60 Wall Street
New York, New York 10260
Peter P. Geraghty Nederlandsche Middenstandsbank nv
New York Branch
135 East 57th Street
New York, New York 10022-2101
Stephen W. Dizard Salomon Brothers Inc.
One New York Plaza
New York, New York 10004

EIGHTH: The Secretary of State is hereby designated as agent of the Association upon whom process against it may be served. The post office address to which the Secretary shall mail a copy of any process against the Association served upon him is:

In care of Nicolas S. Rohatyn Morgan Guaranty Trust Company of New York 60 Wall Street New York, New York 10260

NINTH: Pursuant to Section 614 of the Not-for-Profit Corporation Law, whenever members of .the Association are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by such number of the members of the Association as shall be specified in the By-laws of the Association, but not less than such number as may be required by any applicable provision of the Not-for-Profit Corporation Law.

TENTH: In the event of dissolution of the Association, the Board shall, after paying or making provision for the payment of all the liabilities of the Association, dispose of all the assets of the Association exclusively for the purposes set forth in Article Third hereof or to such business league or other organization or organizations as shall at the time qualify as an exempt organization or organizations under Section 501(c)(6) of the Code, as the Board shall determine, subject to any order of a Justice of the Supreme Court of the State of New York as provided by law.

ELEVENTH: Any reference herein to a Section of the Code shall be deemed to refer to the provisions of that Section of the Code as in effect at the date of this Certificate or corresponding provisions of any subsequent United States Federal tax law.

IN WITNESS WHEREOF, the undersigned incorporator has made, subscribed and acknowledged this Certificate of Incorporation this 11th day of December, 1990, and hereby affirms that the statements contained herein are true and correct under penalties of perjury.

Michael M. Chamberlin

c/o Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
) ss.:
On the 11th day of December, 1990 before me came Michael M. Chamberlin, to me known to be the person described in and who executed the foregoing document, and acknowledged that he executed the same.
Notary Public