Exhibit 4.19


 


THE COMPANIES (GUERNSEY)
LAWS, 1994 to 2001


 


 


COMPANY LIMITED BY SHARES


 


 


MEMORANDUM OF ASSOCIATION


 


 


of


 


 


CREDIT SUISSE GROUP CAPITAL (GUERNSEY) IX
LIMITED


 


 


Registered this        day of March, 2006


 


 


Carey Olsen


P O Box 98,


7 New Street, St. Peter Port


Guernsey, Channel Islands. GY1 4BZ


Tel: +44 (0)1481 727272 Fax: +44 (0)1481 711052


www.careyolsen.com


 


 

















 


THE COMPANIES (GUERNSEY) LAWS, 1994 to 2001


 


COMPANY LIMITED BY SHARES


 


MEMORANDUM OF ASSOCIATION


 


of


 


CREDIT SUISSE GROUP CAPITAL (GUERNSEY) IX
LIMITED


 


1.                                       The name of the Company is “CREDIT SUISSE GROUP
CAPITAL (GUERNSEY) IX LIMITED”.


 


2.                                       The Registered Office of the Company will be situate in
Guernsey.


 


3.                                       The objects for which the Company is established are:-


 


3.1                                 To carry on the business
of an investment holding company and for that purpose to invest the capital and
other moneys of the Company in the purchase or upon the security of shares,
stocks, debentures, debenture stocks, bonds, mortgages, obligations and
securities of any kind issued by any company, corporation or undertaking of
whatever nature and wheresoever constituted or issued or guaranteed by any
government, sovereign, ruler, commissioners, trust, authority or other body of
whatever nature, whether at home or abroad.


 


3.2                                 To acquire such
shares, stocks, debentures, debenture stocks, bonds, mortgages, certificates of
deposit, treasury bills, monetary instruments, obligations and other securities
by original subscription, syndicate participation, tender, purchase, exchange or
otherwise, and to guarantee the subscription thereof; and to exercise and
enforce all rights and powers conferred by or incidental to the ownership
thereof.


 


3.3                                 To invest the capital
and other moneys of the Company in the purchase of land or any interest in
land, buildings or hereditaments of any tenure and to develop and turn the same
to account in any manner that may seem expedient.


 


3.4                                 Either with or without
the Company receiving any consideration, benefit or advantage, direct or
indirect, and so as to be an independent object of the Company, to loan money
to any person, to give or enter into any guarantees, indemnities or other
financial assurances against loss in respect of the performance of obligations
of any kind and the payment or repayment of money (including, but not limited
to,


 


1

















 


principal, premium, dividends and
interest) by any person (whether connected in any way with the Company or not)
and to create securities of any kind (including, but not limited to, mortgages
and charges) upon all or any of the property of the Company (both present and
future and including, but not limited to, its uncalled capital) in support of
those guarantees or indemnities and to enter into contracts of any kind in
connection with those guarantees, indemnities or securities.


 


3.5                                 To carry on business
as a general commercial company.


 


4.                                       The Company shall have power to do anything which is
incidental or conducive to the carrying on of any of the above objects, including
but without prejudice to the generality of the foregoing, the power to borrow
and raise money in any currency and to secure or discharge any debt or
obligation of the Company by mortgaging or charging the undertaking and all or
any of the property and assets (present and future) and the uncalled capital of
the Company.


 


5.                                       The liability of the Members is limited to the amount for
the time being remaining unpaid on the shares held by each of them
respectively.


 


6.                                       The authorised share capital of the Company is US$10,000
divided into 10,000 Ordinary Shares of US$1 each.


 


7.                                       The Company has power to increase or reduce its capital and
to attach to any shares in the initial or increased or reduced capital any
preferential, deferred, qualified or special rights, privileges or conditions
or to subject the same to any restrictions or limitations.


 


8.                                       Furthermore, the rights for the time being attached to the
shares in the initial capital and/or to any shares having preferential,
deferred, qualified or special rights, privileges or conditions attached
thereto, may be altered or dealt with in accordance with the Articles of
Association for the time being.


 


9.                                       The shares shall be paid for according to the terms of
allotment or otherwise by calls as the Directors shall think fit.


 


10.                                 Any shares in the capital of the Company may be issued
in payment or part payment of the purchase consideration for any property
purchased by the Company or in consideration of any services rendered or to be
rendered to the Company by any person or company in assisting the Company to
carry out any of its objects and for shares so issued no money payment shall be
made or required, save in so far as by the terms or provisions under which any
of such shares may be issued, a cash payment therefor may be
required.


 


2

















 


11.                                 The common signature of the Company may be either:-


 


11.1                           “CREDIT
SUISSE GROUP CAPITAL (GUERNSEY) IX LIMITED”


 


with the addition of the
signature(s) of one or more officer(s) of the Company authorised generally or
specifically by the Directors for such purpose, or such other person or persons
as the Directors may from time to time appoint; or


 


11.2                           if the Directors
resolve that the Company shall have a common seal, the common seal of the
Company affixed in such manner as the Articles of Association of the Company may from
time to time provide;


 


as the Directors may from time to time
determine either generally or in any particular case.


 


3

















 


We the persons
whose names and addresses and descriptions are hereunto subscribed, are
desirous of being formed into a Company in pursuance of this Memorandum of
Association and we respectively agree to take the number of shares in the
capital of the Company set opposite our respective names.


 


	
  Names, Addresses and
  Descriptions of Subscribers

  	
   

  	
  Ordinary Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CREDIT
  SUISSE GROUP GUERNSEY BRANCH

  	
   

  	
   

  	
   

  
	
  Helvetia
  Court

  	
   

  	
   

  	
   

  
	
  South
  Esplanade

  	
   

  	
   

  	
   

  
	
  St
  Peter Port

  	
   

  	
   

  	
   

  
	
  Guernsey

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CREDIT
  SUISSE NOMINEES (GUERNSEY) LIMITED

  	
   

  	
   

  	
   

  
	
  Helvetia
  Court

  	
   

  	
   

  	
   

  
	
  South
  Esplanade

  	
   

  	
   

  	
   

  
	
  St
  Peter Port

  	
   

  	
   

  	
   

  
	
  Guernsey

  	
   

  	
  1

  	
   

  



 


Dated this 23rd
day of March, 2006


 


WITNESS to the
above signatures


 


/s/ ANTHONY L.
LE CONTE


ANTHONY L. LE
CONTE


Helvetia Court


South
Esplanade


St Peter Port


Guernsey


 


4