REGISTRATION NO. 333-08929
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [X]
ZIONS FIRST NATIONAL BANK
(Exact name of trustee as specified in its charter)
A U.S. National Banking Association 87-0189025
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(I.R.S. employer
identification number)
One South Main, Salt Lake City, Utah 84111
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(Address of principal executive offices) (Zip Code)
Zions First National Bank
Gateway Tower East, Suite 900
10 East South Temple
Salt Lake City, Utah 84133
Attn: Louis H. Callister (801) 530-7300
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(Name, address and telephone number of agent for service)
Union Financial Services-1, Inc.
Nevada 86-0817755
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
6991 East Camelback Road, Suite B290
Scotsdale, Arizona 85251
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(Address of principal executive offices) (Zip Code)
$853,100,000 Taxable Student Loan Asset-Backed Notes
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(Title of Indenture Securities)
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ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING
AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
The Board of Governors of the Federal Reserve System,
Washington, D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE
TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN
AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEMS 3-15. Not applicable.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART
OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the Articles of Association of the Trustee now in
effect.
2. A copy of the Certificate of authority of the trustee
to commence business dated December 30, 1957, and
issued by the Comptroller of the Currency.
3. A copy of the authorization of the Trustee to
exercise corporate trust powers dated July 16, 1973,
and issued by the Comptroller of the Currency.
4. A copy of the existing Bylaws of the Trustee.
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of
the Act.
7. A copy of the latest report of condition of the
Trustee published pursuant to law or the requirements of its
supervising or examining authority.
8. Not applicable.
9. Not applicable.
<PAGE>
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Zions First National Bank, a national banking association organized and
existing under the laws of the United States of America, has duly caused this
Statement of Eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Salt Lake City and State of Utah,
on the 19th day of December 1997.
ZIONS FIRST NATIONAL BANK, TRUSTEE
By: /s/ Dale M. Gibons
-------------------------------
Its Secretary
EXHIBIT 1
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A copy of the articles of association of the trustee.
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ARTICLES OF ASSOCIATION
Restated as Amended
February 13, 1980
FIRST. The title of this Association shall be Zions First National
Bank.
SECOND. The main office of the Association shall be at One South
Main Street, Salt Lake City, County of Salt Lake, State of Utah. The general
business of the Association shall be conducted at its main office and its
branches.
THIRD. The Board of Directors of this Association shall consist of not
less than five nor more than twenty-five shareholders, the exact number of
Directors within such minimum and maximum limits to be fixed and determined from
time to time by resolution of a majority of the full Board of Directors or by
resolution of the shareholders at any annual or special meeting thereof. Unless
otherwise provided by the laws of the United States any vacancy in the Board of
Directors for any reason, including an increase in the number thereof, may be
filled by action of the Board of Directors.
FOURTH. The annual meeting of the shareholders for the election of
Directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office or such other place as the Board
of Directors may designate, on the day of each year specified therefore in the
Bylaws, but if no election is held on that day, it may be held any subsequent
day according to the provision of law; and all elections shall be held according
to such lawful regulations as may be prescribed by the Board of Directors.
Nominations for election to the Board of Directors may be made by the
Board of Directors or by any stockholder of any outstanding class of capital
stock of the bank entitled to vote for election of Directors. Nominations other
than those made by or on behalf of the existing management of the bank, shall be
made in writing and shall be delivered or mailed to the President of the bank
and to the Comptroller of the Currency, Washington, D.C. not less than 14 days
nor more than 50 days prior to any meeting of stockholders called for the
election of the Directors, provided however, that if less than 21 days notice of
the meeting is given to shareholders, such nomination shall be mailed or
delivered to the President of the bank and to the Comptroller of the Currency
not later than the close of business on the seventh day following the day on
which the notice of meeting was mailed. Such notification shall contain the
following information to the extent known to the notifying shareholder; (a) the
name and address of each proposed nominee; (b) the principal occupation of each
proposed nominee; (c) the total number of shares of capital stock of the bank
that will be voted for each proposed nominee; (d) the name and residence address
of the notifying shareholder; and (e) the number of shares of capital stock of
the bank owned by the notifying shareholder. Nominations not made in accordance
herewith may in his discretion, be disregarded by the chairman of the meeting,
and upon his
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instructions, the vote tellers may disregard all votes cast for each such
nominee.
FIFTH. The authorized amount of capital stock of this Association shall
be 3,000,000 shares of common stock of the par value of five dollars ($5.00)
each, but said capital stock may be increased or deceased from time to time, in
accordance with the provisions of the laws of the United States.
No holder of shares of the capital stock of any class of the
corporation shall have any preemptive or preferential right of subscription to
any shares of any class of stock of the corporation, whether now or hereafter
authorized, or to any obligations convertible into stock of the corporation,
issued or sold, nor any right of subscription to any thereof other than such, if
any, as the Board of Directors, in its discretion may from time to time
determine and at such price as the Board of Directors may from time to time fix.
If the capital stock is increased by a stock dividend, each shareholder
shall be entitled to his proportionate amount of such increase in accordance
with the number of shares of capital stock owned by him at the time the increase
is authorized by the shareholders, unless another time subsequent to the date of
the shareholders' meeting is specified in a resolution adopted by the
shareholders at the time the increase is authorized.
The Association, at any time from time to time, may authorize and issue
debt obligations whether or not subordinated, without the approval of the
shareholders.
SIXTH. The Board of Directors shall appoint one of its members
President of this Association, who shall be Chairman of the Board, unless the
Board appoints another Director to be the Chairman. The Board of Directors shall
have the power to appoint one or more Vice Chairman. The Board of Directors
shall have the power to appoint one or more Vice Chairmen of the Board; also,
one or more Vice Presidents; and to appoint a Cashier and such other officers
and employees as may be required to transact the business of this Association.
The Board of Directors shall have the power to define the duties of the
officers and employees of the Association; to fix the salaries to be paid to
them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of the
Association shall be made; to manage and administer the business and affairs of
the Association; to make all Bylaws that it may be lawful for them to make; and
generally to do and perform all acts that it may be legal for a Board of
Directors to do and perform.
SEVENTH. The Board of Directors shall have the power to change the
location of the main office to any other place within the limits of Salt Lake
City, without the approval of the shareholders but subject to the approval of
the Comptroller of the Currency and shall have the power to establish or change
the location of any branch or branches of the Association to any other
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location, without the approval of the shareholders but subject to the
approval of the comptroller of the Currency.
EIGHTH. The corporate existence of this Association shall continue
until terminated in accordance with the laws of the United States.
NINTH. The Board of Directors of this Association, or any three or more
shareholders owning, in the aggregate, not less than 25 percent of the stock of
this Association, may call a special meeting of shareholders at any time. Unless
otherwise provided by the laws of the United States, a notice of the time,
place, and purpose of every annual and special meeting of the shareholders shall
be given by first class mail, postage prepaid, mailed at least ten days prior to
the date of such meeting to each shareholder of re cord at his address as shown
upon the books of this Association. Shareholders who are directors waive written
notice. In any case, a stockholders' meeting may be held at any time, without
notice upon the concurrence of all the shareholders.
TENTH. Any person, his heirs, executors, or administrators, may be
indemnified or reimbursed by the Association for reasonable expenses (including
attorney's fees) actually incurred in connection with any action, suit,
administrative or investigative matter, non derivative or derivative proceeding,
or other proceeding, civil or criminal, to which he or they shall be made a
party by reason of having been a director, officer, or employee of the
Association or of any firm, corporation, or organization which he or they served
in any such capacity at the request of the Association: Provided, however,that
no person shall be so indemnified or reimbursed in relation to any matter in
such action,matter, suit, or proceeding as to which he or they shall finally be
adjudged to have been guilty of or liable for gross negligence, willful
misconduct or criminal acts in the performance of duties to the Association.
Expenses incurred in defending a civil or criminal action, suit or other
proceeding as above described may be paid by the Corporation in advance in the
final disposition of such action, suit or proceeding as may be authorized by the
Board of Directors in the specific case upon receipt of an undertaking by or on
behalf of a director, office, employee or agent to repay such amount unless it
shall ultimately be determined that he is entitled to be indemnified by the
Corporation.
The foregoing right of indemnification or reimbursement shall not be
exclusive of other rights to which such person, his heirs, executors, or
administrators, may be entitled under any statute, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in an
official capacity and as to actions in another capacity while holding such
office, or as may be enlarged upon under the Bylaws of this Association
consistent with the provisions of this Article Tenth.
The Association may, upon the affirmative vote of a majority of its
Board of Directors, purchase insurance for the purpose of indemnifying its
directors, officers and other employees to the extent that such indemnification
is allowed in this Article Tenth. Such insurance may, but need not, be for the
benefit of all directors, officers or employees.
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ELEVENTH. These Articles of Association may be amended at any regular
or special meeting of the shareholders by the affirmative vote of the holders of
a majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such great amount.
IN WITNESS WHEREOF, we have hereunto set our hands this 13th day of
February, 1980.
ZIONS UTAH BANCORPORATION
By /s/ Roy W. Simmons
------------------------
ATTEST:
/s/ Ted E. Davis
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Secretary
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EXHIBIT 2
A copy of the Certificate of Authority of the Trustee to commence business
dated December 30, 1957, and issued by the Comptroller of the Currency
<PAGE>
Comptroller of the Currency
TREASURY
DEPARTMENT
OF THE UNITED
STATES
Washington, D.C.
WHEREAS, satisfactory evidence has been presented to the Comptroller of the
Currency that all requisite legal and corporate action has been taken, in
accordance with the statutes of the United States, to merge Zion's Savings Bank
& Trust Company, Salt Lake City, Utah, and Utah Savings & Trust Company, Salt
Lake City, Utah, into First National Bank of Salt Lake City, Salt Lake City,
Utah, under the charter of First National Bank of Salt Lake City and under the
title "Zions First National Bank," with capital stock of $2,550,000;
NOW, THEREFORE, it is hereby certified that such merger is approved,
effective as of the close of business December 30, 1957.
IN TESTIMONY WHEREOF, witness my signature and seal
of office this 30th day of December, 1957.
Comptroller of the Currency
Charter No. 4341
Merger No. 83
EXHIBIT 3
A copy of the authority of the Trustee to exercise corporate trust powers,
dated July 16, 1973, and issued by the Comptroller of the Currency.
<PAGE>
Comptroller of the Currency
TREASURY
DEPARTMENT
OF THE UNITED
STATES
Washington, D.C.
WHEREAS, ZIONS FIRST NATIONAL BANK, located in Salt Lake City, State of
Utah, being a National Banking Association, organized under the statues of the
United States, has made application for authority to act as fiduciary
AND WHEREAS, applicable provisions of the statutes of the United States
authorize the grant of such authority;
NOW THEREFORE, I hereby certify that the necessary approval has been given
and that the said association is authorized to act in all fiduciary capacities
permitted by such statutes.
IN TESTIMONY WHEREOF, witness my signature and seal of
office this sixteenth day of July, 1973
/s/ James E. Smith
---------------------------
Comptroller of the Currency
EXHIBIT 4
A copy of the existing bylaws of the trustee.
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RESTATED BYLAWS OF
ZIONS FIRST NATIONAL BANK
Organized Under the National Banking Laws of the United States
ARTICLE I
MEETING OF SHAREHOLDERS
Section 1.1. Annual Meeting. The regular annual meeting of the
shareholders of Zions First National Bank, a national banking association (the
"Association") for the election of directors and the transaction of whatever
other business may properly come before the meeting, shall be held at the Head
Office of the Association, No. One Main Street, City of Salt Lake City, or such
other place as the Board of Directors may designate, at 10:00 o'clock, on the
second Wednesday of February of each year, or such other time as may be
determined by the Board of Directors. Notice of such meetings shall be mailed,
postage prepaid, at least ten days prior to the date thereof, addressed to each
shareholder at their address appearing on the books of the Association. The
Chairman and Secretary of the Board of Directors currently serving in their
respective capacities, shall serve as the Chairman and Secretary of the Annual
Meeting of Shareholders. If, for any cause, an election of directors is not made
on the said day, the Board of Directors shall order the election to be held on
some subsequent day, as soon thereafter as practicable, according to the
provisions of law; and notice thereof shall be given in the manner herein
provided for the annual meeting.
Section 1.2. Special Meetings. Except as otherwise specifically
provided by statute, special meetings of the shareholders may be called for any
purpose at any time by the Board of Directors or by any three or more
shareholders owning, in the aggregate, not less dim twenty-five percent of the
stock of the Association. The current Chairman and Secretary of the Board of
Directors shall serve as the Chairman and Secretary of any meeting, duly called,
as provided by law. Every such special meeting, unless otherwise provided by
law, shall be called by mailing, postage prepaid not less than ten days prior to
the date fixed for such meeting, to each shareholder at their address appearing
on the books of the Association, a notice stating the purpose of the meeting.
Section 1.3. Nominations for Director. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any stockholder
of any outstanding class of capital stock of the Association entitled to vote
for the election of directors. Nominations, other than those made by or on
behalf of the existing management of the Association, shall be made in writing
and shall be delivered or mailed to the President of the Association and to the
Comptroller of the Currency, Washington, D.C., not less than 14 days nor more
than 50 days prior to any meeting of stockholders called for the election of
directors, provided however, that if less than 21 days' notice of the meeting is
given to shareholders, such nomination shall be mailed or delivered to the
President of the Association and to the Comptroller of the Currency not later
than the close of business on the seventh day following the day on which the
notice of meeting was mailed. Such notification shall contain the following
information to the extent known to the notifying shareholder: (a) the name and
address of each proposed nominee; (b) the principal occupation of each proposed
nominee; (c) the total number of shares of capital stock of the Association that
will be voted for each proposed nominee; (d) the name and residence address of
the notifying
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shareholder; and (e) the number of shares of capital stock of the Association
owned by the notifying shareholder. Nominations not made in accordance herewith
may, in the Chairman's discretion, be disregarded and upon the Chairman's
instruction, the vote tellers may disregard all votes cast for each such
nominee.
Section 1.4. Judges of Election. Every election of directors shall be
managed by three judges, who shall be appointed from among the shareholders by
the Board of Directors. The judges of election shall hold and conduct the
election at which they are appointed to serve; and, after the election, they
shall file with the Cashier a certificate under their hands, certifying the
result thereof and the names of the directors elected. The judges of election,
at the request of the Chairman of the meeting, shall act as tellers of any other
vote by ballot taken at such meeting, and shall certify the results thereof.
Section 1.5. Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this Association shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting; proxies
shall be dated and shall be filed with the records of the meeting.
Section 1.6. Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.
ARTICLE II
DIRECTORS
Section 2.1. Board of Directors. The Board of Directors (hereinafter
referred to as the "Board"), shall have power to manage and administer the
business and affairs of the Association. Except as expressly limited by law, all
corporate powers of the Association shall be vested in and may be exercised by
said Board.
Section 2.2. Number. The Board shall consist of not less than five nor
more than twenty-five shareholders, the exact number within such minimum and
maximum limits to be fixed and determined from time to time by resolution of a
majority of the full Board or by resolution of the shareholders at any meeting
thereof-, provided, however, that a majority of the full Board may not increase
the number of directors to a number which: (i) exceeds by more than two the
number of directors last elected by shareholders where such number was fifteen
or less; and (ii) to a number which exceeds by more than four the number of
directors last elected by shareholders where such number was sixteen or more,
but in no event shall the number of directors exceed twenty-five.
Section 2.3. Term. The directors of the Association shall hold
office for one year or until their successors are elected and have
qualified.
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Section 2.4. Oath. Each person elected or appointed a director of the
Association must take the oath of such office in the form prescribed by the
Comptroller of the Currency. No person elected or appointed a director of the
Association shall exercise the functions of such office until said person shall
have taken such oath.
Section 2.5. Vacancies. When any vacancy occurs among the directors,
the remaining members of the Board, in accordance with the laws of the United
States, may appoint a director to fill such vacancy at any regular meeting of
the Board,, or at a special meeting called for that purpose.
Section 2.6. Organization Meeting. The Cashier, upon receiving the
certificate of the judges, of the result of any election, shall notify the
directors-elect of their election and of the time at which they are required to
meet at the main office of the Association for the purpose of organizing the new
Board and electing and appointing officers of the Association for the succeeding
year. Such meeting shall be appointed to be held on the day of the election or
as soon thereafter as practicable, and, in any event, within thirty days
thereof. The Chairman and Secretary of the Board currently serving in their
respective capacities shall serve as the Chairman and Secretary of the
Organization Meeting. If, at the time fixed for such meetings, there shall not
be a quorum present, the directors present may adjourn the meeting, from time to
time, until a quorum is obtained.
Section 2.7. Regular Meetings. The regular meetings of the Board shall
be held, without notice, at 10:00 a.m. on the second Wednesday of each month.
When any regular meeting of the Board falls upon a holiday, the meeting shall be
held on the next banking business day unless the Board shall designate some
other day.
Section 2.8. Special Meetings. Special meetings of the Board may be
called by the Chairman, any Vice-Chairman, or the President of the Association,
or at the request of three (3) or more directors. Each member of the Board shall
be given notice, stating the time and place, by telegram, letter, or in person
of each such special meeting.
Section 2.9. Quorum. A majority of the directors shall constitute a
quorum at any meeting, except when otherwise provided by law, but a less number
may adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice.
ARTICLE III
COMMITTEES OF THE BOARD
The Board may appoint, from time to time, committees of one or more persons
for such purposes and with such powers as the Board may determine.
ARTICLE IV
OFFICERS AND EMPLOYEES
Section 4. 1. Chairman of the Board. The Board shall appoint
one of its members to be Chairman of the Board (the "Chairman") to
serve at the pleasure of the Board. The Chairman shall preside at all
meetings of the Board. The Chairman shall supervise the carrying out
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of the policies adopted or approved by the Board. The Chairman shall have
general executive powers, as well as the specific powers conferred by these
Bylaws. The Chair-man shall also have and may exercise such further powers and
duties as from time to time may be conferred upon or assigned to the Chairman by
the Board.
Section 4.2. Vice Chairman of the Board. The Board shall have the right
to appoint one or more of its members to be Vice Chairman of the Board (the
"Vice Chairman"), to serve at the pleasure of the Board. The Vice Chairman may
preside at all meetings of the Board in the absence of the Chairman. The Vice
Chairman shall also have and may exercise all powers and duties as from time to
time may be conferred upon or assigned to the Vice Chairman by the Board.
Section 4.3. President. The Board shall appoint one of its members to
be President of the Association (the "President"). In the absence of the
Chairman and Vice Chairman, the President shall preside at any meeting of the
Board. The President shall have general executive powers, and shall have and may
exercise any and all other powers and duties which by law, regulation, or
practice pertain to the office of the President, or conferred by these Bylaws.
The President shall also have and may exercise such further powers and duties as
from time to time may be conferred upon or assigned to the President by the
Board. The President shall hold this office for the current year for which the
Board of which the President shall be a member was elected, unless the President
shall resign, become disqualified, or be removed; and any vacancy occurring in
the office of President shall be filled promptly by the Board.
Section 4.4. Executive Vice Presidents. The Board may appoint one or
more Executive Vice Presidents. The Executive Vice Presidents shall have and
exercise such duties as may be delegated or conferred by the Board, and one of
them may be designated by the Board or the Executive Committee to exercise the
duties of the President in the event of the absence and unavailability of the
President.
Section 4.5. Senior Vice Presidents. The Board may appoint Senior Vice
Presidents who shall have and exercise such duties as may be delegated to or
conferred by the Board, the Chairman , a Vice Chairman, or the President.
Section 4.6. Vice Presidents. The Board may appoint one or more Vice
Presidents. Each Vice President shall have such powers and duties as may be
assigned to the Vice President by the Board or any of the above named officers
of the Association.
Section 4.7. Secretary. The Board shall appoint a Secretary or other
designated officer who shall be Secretary of the Board and of the Association,
and who shall keep accurate minutes of all meetings. The Secretary shall attend
to the giving of all notices required by these Bylaws. The Secretary shall be
custodian of the corporate seal, records, documents and papers of the
Association. The Secretary shall also perform such other duties as may be
assigned, from time to time, by the Board. The offices and duties of Secretary
and Cashier may be combined.
Section 4.8. Cashier. The Board shall appoint a Cashier of the Association.
The Cashier shall provide for the keeping of proper records of all transactions
of the Association, and shall have and may exercise any and all other powers and
duties which by law, regulation or practice, pertain to the office of Cashier,
or conferred by these
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Bylaws. The Cashier shall also perform such other duties as may be
assigned, from time to time, by the Board. The offices and duties of Secretary
and Cashier may be combined.
Section 4.9. Other Officers. In addition to the above named officers,
the Board may appoint other persons as officers, including but not limited to
Controller, Second Vice Presidents, Assistance Vice Presidents, Trust Officers,
Assistant Secretaries, Assistant Cashiers, Managers and Assistant Managers of
Branches and such other officers and Attorneys-in-fact as from time to time may
appear to the Board to be required or desirable to transact the business of the
Association. Such officers shall respectively exercise such powers and perform
such duties as pertain to their several divisions and/or offices, or as may be
conferred upon or assigned by the Board, the President or Executive Vice
Presidents.
Section 4. 10. Clerks and Aunts. The Board empowers the President and
such officers as the President may designate to appoint Paying Tellers,
Receiving Tellers, Note Tellers, Vault Custodians, bookkeepers and other clerks,
agents and employees as they may deem advisable for the prompt and orderly
transaction of the business of the Association, and to define their duties,
conditions of employment, fix salaries to be paid and dismiss them.
ARTICLE V
TRUST DIVISION
Section 5.1. Trust Division. There shall be a division of the Association
known as the Trust Division which shall perform both fiduciary and non-fiduciary
responsibilities of the Association.
Section 5.2. Senior Trust Officer. There shall be a Senior Trust
Officer of this Association whose duties shall be to manage, supervise and
direct all the activities of the Trust Division. The Senior Trust Officer shall
do or cause to be done all things necessary or proper in carrying on the
business of the Trust Division in accordance with provisions of law and
applicable regulations. The Senior Trust Officer shall act pursuant to opinion
of counsel where such opinion is deemed necessary. Opinions of counsel shall be
retained on file in connection with all important matters pertaining to
fiduciary activities. The Senior Trust Officer shall be responsible for all
assets and documents held by the Association in connection with fiduciary
matters being administered by the Trust Division.
The Board may appoint such officers of the Trust Division as it may
deem necessary, with such duties as may be assigned.
Section 5.3. Trust Division Files. There shall be maintained in the
Trust Division files containing all fiduciary records necessary to assure that
its fiduciary responsibilities have been properly undertaken and discharged.
Section 5.4. Trust Investments. Funds held in a fiduciary capacity
shall be invested in accordance with the instrument establishing the fiduciary
relationship and local law. Where such instrument does not specify the character
and class of investments to be made and does not vest in the Association a
discretion in the matter, funds held pursuant to such instrument shall be
invested in investments in which corporate fiduciaries may invest under local
law.
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ARTICLE VI
STOCK AND STOCK CERTIFICATES
Section 6.1. Transfers. Shares of stock shall be transferable on the
books of the Association, and a transfer record shall be kept in which all
transfers of stock shall be recorded. Every person becoming a shareholder by
such transfer shall, in proportion to their shares, succeed to all rights and
liabilities of the prior holder of such shares.
Section 6.2. Stock Certificates. Certificates of stock shall bear the
signature of the President (which may be engraved, printed or impressed), and
shall be signed manually or by facsimile process by the Secretary, Assistant
Secretary, Cashier, Assistant Cashier, or any other officer duly appointed by
the Board as an authorized officer, and the seal of the Association shall be
engraved thereon. Each certificate shall recite on its face that the stock
represented thereby is transferable only upon the records of the Association
properly endorsed.
ARTICLE VII
CORPORATE SEAL
Section 7.1. The President, the Cashier, the Secretary, or any
Assistant Cashier or Assistant Secretary, or other officer thereunto designated
by the Board, shall have authority to affix the corporate seal to any document
requiring such seal, and to attest the same. Such seal shall be substantially in
the following form:
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1. Fiscal Year. The fiscal year of the Association
shall be the calendar year.
Section 8.2. Execution of Instruments. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered or accepted
in behalf of the Association by the Chairman, or the President, or any Executive
Vice President, or any Senior Vice Presidents, or any Vice President, or the
Secretary, or the Cashier, or, if in connection with the exercise of fiduciary
powers of the Association, by any of said officers or by any Trust Officer. Any
such instrument may also be executed, acknowledged, verified, delivered or
accepted in behalf of the Association in such other manner and by such other
officers as the Board may from time to time direct. The provisions of this
Section 8.2 are supplementary to any other provisions of these Bylaws.
Section 8.3. Records. The Articles of Association, the Bylaws,
and the proceedings of all meetings of the shareholders, the Board,
standing committees of the Board, shall be recorded in appropriate
6
<PAGE>
minute books provided for that purpose. The minutes of each meeting shall be
signed by the Secretary, Cashier or other officer appointed to act as Secretary
of the meeting.
Section 8.4 Payment of Ransom. Any funds paid to accomplish the
release, whether or not achieved, of a director, officer or other employee of
the Association (or any subsidiary of the Association) or any member of their
family as the result of a ransom demand, shall be considered as an expense to
the Association in its efforts to safeguard the lives of any director, officer
or other employee which the Association considers to be its obligation. In no
way shall such funds so paid be considered as remuneration to the person so
ransomed, nor to the person receiving the ransom demand.
ARTICLE IX
BYLAWS
Section 9.1. Inspection. A copy of the Bylaws, with all amendments
thereto, shall at all times be kept in a convenient place at the Head Office of
the Association, and shall be open for inspection to all shareholders, during
banking hours.
Section 9.2. Amendments. The Bylaws may be amended, altered or repealed at
any meeting of the Board, by a vote of a majority of the whole number of the
directors.
I, Gary L. Anderson, CERTIFY that: (1) 1 am the duly constituted
Secretary of Zions First National Bank, and as such officer am the official
custodian of its records; (2) the foregoing Bylaws are the Bylaws of said
Association, and all of them, as now lawfully are in force and effect.
IN TESTIMONY WHEREOF, I have hereunto affixed my official signature and
the seal of the said Association, in the City of Salt Lake, on this 15th day of
September 1994.
/s/ Gary L. Anderson
--------------------
7
<PAGE>
AMENDMENT TO THE BYLAWS OF ZIONS FIRST NATIONAL BANK
April 10, 1996
"RESOLVED, that the Board of Directors hereby adopts the following as
an amendment to the Restated Bylaws of Zions First National Bank dated September
15, 1994. The following is a new Section 8.5 of the Restated Bylaws of Zions
First National Bank:
Section 8.5. Law to Govern Corporate Procedure. To the extent not
inconsistent with federal banking statutes and regulations, or safe and
sound banking practices, Zions First National Bank elects to follow the
corporate governance procedures of the State of Utah.
8
EXHIBIT 6
A copy of the consent of the United States institutional trustee required
by Section 321(b) of the Act.
<PAGE>
CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE TRUST INDENTURE ACT
December 5, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between Union
Financial Services-1, Inc., a Nevada corporation, and Zions First National Bank,
a national banking association, the undersigned, in accordance with Section
321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the
reports of examinations of the undersigned, made by Federal or State authorities
authorized to make such examinations, may be furnished by such authorities to
the Securities and Exchange Commission upon its request therefor.
Very truly yours,
ZIONS FIRST NATIONAL BANK
By /s/ Dale M. Gibbons
----------------------
Secretary
EXHIBIT 7
A copy of the latest report of the conditions of the trustee published
pursuant to law or the requirements of its supervising or examining authority.
<PAGE>
Consolidated Report of Condition for insured Commercial
and State-Chartered Savings Banks for September 30, 1997
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
<TABLE>
<CAPTION>
Schedule RC - Balance Sheet
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C>
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1) ................... 3,338,092
b. Interest-bearing balances (2) ............................................ 4,097
2. Securities:
a. Held-to-maturity securities (from Schedule RG-8, column A) ............... 1,342,941
b. Available-for-sale securities (from Schedule RG-B, column D) ............. 353,313
3. Federal funds sold and securities purchased under agreements to resell ...... 1,308,420
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income
(from Schedule RC-C) ......................................... 2,743,433
b. LESS: Allowance for loan and lease losses .................... 46,874
c. LESS: Allocated transfer risk reserve ........................ 0
d. Loans and leases, net of unearned income, allowance and reserve
(item 4.a minus 4.15 and 4.c) ........................................... 2,696,559
5. Trading assets (from Schedule RC-D) ......................................... 223,561
6. Premises and fixed assets (including capitalized leases) .................... 55,168
7. Other real estate owned (from Schedule RC-M) ................................ 2,535
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) ....................................................... 13,439
9. Customers' liability to this bank on acceptances outstanding ................ 910
10. Intangible assets (from Schedule RG-M) ..................................... 30,417
11. Other assets (from Schedule RC-F) .......................................... 143,376
12. Total assets (sum of items 1 through 11) ................................... 6,512,828
- -------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
Schedule RC - Continued
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RG-E,
part I) ............................................................... 3,364,481
(1) Noninterest-bearing (1) ............................... 774,739
(2) Interest-bearing ...................................... 2,589,742
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from
Schedule RC-E, part II) ............................................... 138,725
(1) Noninterest-bearing ................................... 0
(2) Interest-bearing ...................................... 138,725
14. Federal funds purchased and securities sold under agreements to
repurchase ............................................................ 1,946,506
15. a. Demand notes issued to the U.S. Treasury ............................... 0
b. Trading liabilities (from Schedule RC-D) ............................... 212,617
16 Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases):
a. With a remaining maturity of one year or less ........................... 71
b. With a remaining maturity of more than one year through three
years ................................................................. 42,039
c. With a remaining maturity of more than three years ...................... 162,246
17. Not applicable
18. Bank's liability on acceptances executed and outstanding ................... 910
19. Subordinated notes and debentures (2) ...................................... 200,000
20. Other liabilities (from Schedule RC-G) ..................................... 69,535
21. Total liabilities (sum of items 13 through 20) ............................. 6,137,130
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus .............................. 0
24. Common stock ............................................................... 15,000
25. Surplus (exclude all surplus related to preferred stock) ................... 59,602
26. a. Undivided profits and capital reserves .................................. 302,672
b. Net unrealized holding gains (losses) on available-for-sale
securities(1,576)
27. Cumulative foreign currency translation adjustments ........................ 0
28. Total equity capital (sum of items 23 through 27) .......................... 375,698
29. Total liabilities and equity capital (sum of items 21 and 28) .............. 6,512,828
- -------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
</TABLE>
