Office of the Minnesota Secretary of State Certificate of Merger

Transcription

1 FILED: NEW YORK COUNTY CLERK 10/20/ :46 PM INDEX NO /2015 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 10/20/ $ : ika.alii$11,' - AO' Office of the Minnesota Secretary of State Certificate of Merger I, Mark Ritchie, Secretary of State of Minnesota, certify that: the documents required to effectuate a merger between the entities listed below and designating the surviving entity have been filed in this office on the date noted on this certificate. Merger Filed Pursuant to Minnesota Statutes, Chapter: 302A Home Jurisdiction and Names of Merging Entities: MINNESOTA: TCF EQUIPMENT FINANCE, INC. XX: TCF NATIONAL BANK Home Jurisdiction and Name of Surviving Entity: XX: TCF NATIONAL BANK Name of Surviving Entity after Effective Date of Merger: TCF NATIONAL BANK This certificate has been issued on: 06/26/2014 Mark Ritchie Secretary of State State of Minnesota

2 30.7 a-ci/v IRREP ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF TCF LEASING, INC. Pursuant to the provisions of Section 302A.139 of the Minnesota Business Corporation Act the undersigned Corporation adopts the following Articles of Amendment to its Articles of Incorporation which changes the name of the Corporation: ARTICLE ONE The name of the Corporation is TCF Leasing, Inc. ARTICLE TWO The following amendment to the Articles of Incorporation was adopted by the sole shareholder of the Corporation effective February 8, Article One of the Articles of Incorporation is hereby amended so as to read as follows: "ARTICLE ONE" The name of the Corporation is "TCF Equipment Finance, Inc." effective April 1, 2005 ARTICLE THREE The number of shares of the Corporation outstanding at the time of such a4rriien EMI NNESOT1-1,000 shares of common stock, and the number of shares entitled to vote thereon CRAvaMENT OF STATE shares of common stock. FILED MAR The holder of all 1,000 shares outstanding and entitled to vote on said amendm approved a resolution adopting said amendment. Secretary of State Dated this 7 day of inn zail, ARTICLE FOUR TCF LEASING, INC. Zrjee 72 Craig R./6 ahl, President, Se STATE OF MINNESOTA f1.10.) COUNTY OF HENNEPIN trl trier ril. 1, (111Ae lit Vini..firry...q a Notary Public, do hereby certify that on this day 91-47,!4410.aL 2005, personally appeared before me Craig R. Dahl and Joseph T. Green, who declared themseigs4ra respectively, President and Secretary of TCF Leasing, Inc., and being-tirst-duly.sworn,ackiackw.lchuannige each signed the foregoing instrument in the capacity set forth thcrei and deck that the statementtained therein are 1 true. 1.., *...: -- t INIr.1..,r,kg ESS,WHpEOF., 1 lave Vi 1.4 V set my hand and seal th t'de

3 E_E2ASTN,, ENT --tefny trye and corn urpult this office. DATED E OF fititinesota OF STATE this is a o, the d in Seek` ry Stale V

4 I, Mary Kiffmeyer, Secretary of State of Minnesota, certify that: the documents required to effectuate a merger between the entities listed below and designating the surviving entity have been filed in this office on the date noted on this certificate. Merger Filed Pursuant to Minnesota Statutes, Chapter: 302A State of Formation and Names of Merging Entities: IA: VGM LEASING, INC. MN: TCF LEASING, INC Name of Surviving Entity After Effective Date of Merger: This certificate has been issued on: December 8, 2004

5 C ARTICLES OF MERGER OF VGM LEASING, INC. (an Iowa Corporation) INTO TCF LEASING, INC. (a Minnesota Corporation) Effective December 31, 2004 Pursuant to the provisions of the Minnesota Business Corporation Act and the Iowa Business Corporation Act, the undersigned corporations adopt the following Articles of Merger: 1. A copy of the Agreement and Plan of Merger and Reorganization (the "Plan") is attached hereto as Exhibit A. 2. The Plan and the performance of its terms were duly authorized and have been approved by each constituent corporation pursuant to Chapter 302A of the Minnesota Business Corporation Act and Chapter 490 of the Iowa Business Corporation Act. 3. The Articles of Incorporation of TCF Leasing, Inc. following the merger will continue to be the Articles of Incorporation of TCF Leasing, Inc. prior to adoption of the Plan. Each of the constituent corporations has caused these Articles of Merger to be executed by a duly authorized officer or other representative as of November 17, VGM Leasing, Inc. TCF Leasing, Inc. By By Name C ig R. Dahl Name raig R. Dahl Title President Title President Mergers.vgmintotefleasing.articlesofmerger

6 EXHIBIT A AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This Agreement and Plan of Merger and Reorganization ("Plan") is adopted as of the 17 th day of November 2004 by VGM Leasing, Inc. and TCF Leasing, Inc. (collectively, the "Constituent Corporations"). 1. Constituent Corporations. a) VGM Leasing, Inc. ("VGM"), a subsidiary of TCFL, Inc., is a corporation organized on November 6, 1991 and existing under the laws of Iowa. The total number of shares of capital stock which the corporation has authority to issue is Two Thousand Five Hundred (2,500) shares, of which one thousand (1,000) shares are of no par value and are designated as Common Stock. b) TCF Leasing, Inc. ("TCFL"), a subsidiary of TCF National Bank, is a company organized on June 10, 1999 and existing under the laws of Minnesota. The total number of shares of capital stock which the corporation has authority to issue is One Million (1,000,000) shares, of which 1,000 shares with a par value of 5.01 per share are designated as Common Stock. 2. Surviving Corporation; Corporate Existence. The effective date of the merger is December 31, 2004 (the "Effective Date"), and this shall be the date on which Certificates of Merger are executed and filed with the Office of the Secretary of State of Iowa and the State of Minnesota, in accordance with provisions of state law in each such state. Upon the Effective Date: a) TCFL shall be the surviving company, and VGM shall be merged with and into TCFL, in accordance with the Minnesota Business Corporation Act and the Iowa. Business Corporation Act, as appropriate. b) The corporate existence of TCFL shall continue and TCFL shall possess all the rights, privileges, immunities, and franchises, of a public as well as a private nature, of each of the Constituent Corporations. All property, real, personal, and mixed, and all debts due on any account, and all other choses in action, and every other interest of or belonging to or due to each of the Constituent Corporations shall vest in TCFL without any further act or deed. Confirmatory deeds, assignments, or similar instruments to accomplish that vesting may be signed and delivered at any time in the name of a Constituent Corporation by its current officers. The title to any real estate or any interest therein vested in any of the Constituent Corporations shall not revert nor in any way become impaired by reason of the merger. c) TCFL shall be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations. A claim of or against or a pending proceeding by or against a Constituent Corporation (other than TCFL) may be prosecuted as if the merger had not taken place, or, TCFL may be substituted in the place of the mergers.vgmintotcflicasing.agreementandplanofmerger

7 Constituent Corporation. Neither the rights of creditors nor any liens upon the property of the Constituent Corporations shall be impaired by the merger. 3. Manner and Basis of Converting Shares. All shares of common stock of VGM that are outstanding immediately prior to the Effective Date shall be canceled and shall cease to exist or are deemed to be exchanged, and no new shares of preferred or common stock or other securities in VGM shall be issuable with respect thereto. All shares of common stock of VGM that are either outstanding or issued will now be acquired in their entirety by TCFL. 4. Certificate of Incorporation and Bylaws. Upon the Effective Date, the Certificate of Incorporation and Bylaws of TCFL shall be the Articles of Incorporation and Bylaws of the surviving corporation. 5. Directors and Officers. The following officers of TCFL and VGM on the Effective Date shall serve as the officers of TCFL until their successors have been elected or as otherwise provided in the Certificate of Incorporation or Bylaws of TCFL: Name Mailing_ Address Title See Attached Exhibit A. The following directors of TCFL on the Effective Date shall continue to serve as the directors of TCFL: Name Mailing Address Title Sec Attached Exhibit A. 6. Termination and Abandonment. 7. Taxes. This Plan may be terminated and abandoned prior to the Effective Date by resolutions adopted by the Boards of Directors of each of the Constituent Corporations. In the event that this Plan is terminated or abandoned pursuant to this section, this Plan shall become void and of no further effect, without any liability on the part of any of the Constituent Corporations or their respective shareholders or directors or officers in respect of such termination and abandonment. For tax purposes this merger is liquidation pursuant to Section 332 of the Internal Revenue Code. mergers.vgmintotcf1.1easing 2 agrecrnentandplanofmerger

8 IN WITNESS WHEREOF, each of the Constituent Corporations has caused this Plan to be signed on its behalf by the undersigned, thereunto duly authorized, on the 17th day of November VGM Leasing, Ill>aza By _7- ' Craig R. Dahl Title President AND By. Joseph T. Gree Title Secretary TCF Leasing, Inc. By Crai Dahl Title President AND N.,4 By 4miLre. eph T:Green Title Secretary STATE OF MINNESOTA) ) SS. COUNTY OF HENNEPIN) On this day of JJ, 2004, before me, a Notary Public, duly commissioned and sworn, personally appeared Craig R. Dahl and Joseph T. Green, known to me to be the President and Secretary, respectively, of VGM Leasing, Inc. who acknowledged to me that they executed the foregoing i - I ' 44 a gm Leasing, Inc. KAYE S. LINDIG NOTARY PUBLIC- MINNESOTA, t.1,y Cormrtim1M Citla Jan trnaa:4..tir.;v64..wev,..m.evv-^awaxa vvyv KayfvJS. LindiNotary Public STATE OF MINNESOTA) ) SS. COUNTY OF HENNEPIN) On this n' day of, 2004, before me, a Notary Public, duly commissioned_and sworn, personally appeared Craig R. Dahl and Joseph T. Green, known to me to be the President and Secretary, respectively, of TCF Leasing, Inc. who acknowledged to me that they executed the foregoing instrument for and on behalf of TCF Leasing, Inc. mergers.vgrnintotcflicasing.agreernentandpianofmerger KAYE S. LINDIG NOTARY PUBLIC MINNESOTA My Commission Eipitot Jo. 31, Kay, Lindig,.otary Public

9 EXHIBIT A TO THE AGREEMENT AND PLAN DIRECTORS AND OFFICERS OF TCF LEASING, INC. Directors Name William A. Cooper Lynn A. Nagorske Neil W. Brown Gregory J. Pulles Craig R. Dahl Mark D. Nyquist Paul B. Brawner William S. Henak Mailing Address 200 Lake Street East, Wayzata, MN Lake Street East, Wayzata, MN Lake Street East, Wayzata, MN Lake Street East, Wayzata, MN Wayzata Blvd.-Suite 801, Minnetonka, MN Marquette Ave., Minneapolis, MN Officers Name & Title Craig R. Dahl, President Mark D. Nyquist, EVP, CCO William S. Henak, EVP Gary W. Anderson, SVP Bradley C. Gunstad, SVP, Counsel, and Assistant Secretary Peter C. Darin, SVP Thomas F. Jasper, SVP &CFO Walter E. Dzielsky, SVP Charles A. Sell Jr., SVP Robert 21. Stark, SVP Mark H. Valentine, SVP Jim Phillips, SVP William Anderson, VP Carl W. Aust, VP Richard F. Barry, VP Michael L. Bacon, VP Gloria J. Charley, VP William J. Ernst, VP Carrie Fleming, VP Nelson C. Henry, VP Donald L. Hunter, VP Peter King, VP Mike Kloos, VP Antonette M. Larson, VP James E. Manns, VP Mailing Address Wayzata Blvd.-Suite 801, Minnetonka, MN Wayzata Blvd.-Suite 801, Minnetonka, MN West San Marnan Drive, Waterloo, IA Wayzata Blvd_ -Suite 801, Minnetonka, MN West San Marnan Drive, Waterloo, IA mergers.vgmintotcflleasing.agreernentandplanamergcr 4

10 Officers Cont'd Name & Title Mailing Address Timothy B. McWhorter, VP Jodie L. Palmer, VP & Controller Mark Paetznick, VP Gary A. Peterson, VP Robert Piemik, VP Richard Roberts, VP Edward W. Wagner, VP Jeffrey S. Wertz, VP Lee Anderson, AVP 1111 West San Marnan Drive, Waterloo, IA Curtis L. Boschee, AVP Paul H. Butze, AVP James J. Filiatrault, AVP Mark Loken, AVP Charles Leohr, AVP 1111 West San Marnan Drive, Waterloo, IA Lucy M. Marsh, AVP Wayzata Blvd. -Suite. 801, Minnetonka, MN Mary F. McCullough, AVP William E. Ressler, AVP Brian Schmadeke, AVP 1111 West San Marnan Drive, Waterloo, IA Andrea Schoonover, AVP 1111 West San Marnan Drive, Waterloo, IA Peter J. Thorp, AVP Michael Thurston, AVP Stacie L. Dahl, Officer Jeff Rathjen, Bus. Dev. Officer 1111 West San Marnan Drive, Waterloo, IA Kurt Schmitz, Bus. Dev. Officer 1111 West San Marnan Drive, Waterloo, IA Kim A. Skelly, Tax Compliance Officer George Michael White, Collection Off. Neil W. Brown, Treasurer 200 Lake Street East, Wayzata, MN David M. Stautz, Assistant Treasurer 200 Lake Street East, Wayzata, MN Joseph T. Green, Secretary 200 Lake Street East, Wayzata, MN and General Counsel STATE OF MINNESOTA DEPARTMENT OF STATE FILED DEC Y or State rnergers.vgrnintotcflleasing 5.agrecmcntandplanormerger