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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)______________
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THE FIRST NATIONAL BANK OF SANTA FE
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANK 85-0067165
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
62 LINCOLN AVENUE WEST
SANTA FE, NEW MEXICO 87501-0609
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THOMAS K. KILLION (505) 992-2409
THE FIRST NATIONAL BANK OF SANTA FE
P.O. BOX 609
SANTA FE, NEW MEXICO 87504
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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US WEST CAPITAL FUNDING, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
COLORADO 84-1028672
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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US WEST, INC.
(EXACT NAME OF GUARANTOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 84-0926774
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
7800 EAST ORCHARD ROAD
ENGLEWOOD, COLORADO 80111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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GUARANTEED DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)
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GENERAL
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervision
authority to which it is subject.
Comptroller of the Currency, Washington, D.C. 20219
Federal Deposit Insurance Corporation, Washington, D.C. 20219
Federal Reserve Bank of Kansas City, Kansas City, Missouri 64198
(b) Whether it is authorized to exercise corporate trust powers. Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
ITEM 3. THROUGH ITEM 15. NOT APPLICABLE.
There is no existing default under any Indenture of the Obligor for
which the Trustee is the Indenture Trustee.
ITEM 16. LIST OF EXHIBITS
List below all exhibits filed as a part of this Statement of
Eligibility.
EXHIBIT
NUMBER
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1. A copy of the articles of association of the trustee now in effect.
2. A copy of the certificates of authority of the trustee to commence
business. (Incorporated herein by this reference to Exhibit 2 to
Form T-1, Statement of Eligibility and Qualification Under the Trust
Indenture Act of 1939, File No. 22-14889).
3. A copy of the authorization of the trustee to exercise corporate trust.
(Incorporated herein by this reference to Exhibit 3 to Form T-1,
Statement of Eligibility and Qualification Under the Trust Indenture
Act of 1939, File No. 22-14889).
4. A copy of the existing by-laws 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.
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the trustee, The First National Bank of Santa Fe, a national bank 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 Santa Fe, and State of New
Mexico, on the 21st of October, 1996.
The First National Bank of Santa Fe Trustee
by /s/ THOMAS K. KILLION
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Thomas K. Killion
Senior Vice President
and Trust Department Manager
Exhibit 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 in connection with the registration of Debt Securities by U.S. WEST
CAPITAL FUNDING, Inc. and the Guarantees of U.S. WEST, Inc. to be endorsed
thereon, we hereby consent that reports of examinations by Federal, State,
Territorial or District authorities may be furnished by such authorities to
the Securities and Exchange Commission upon request therefor.
The First National Bank of Santa Fe
by /s/ THOMAS K. KILLION
-------------------------------------
Thomas K. Killion
Senior Vice President
and Trust Department Manager
Dated: October 21, 1996
TABLE OF CONTENTS
Page
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ARTICLE I Title 1
ARTICLE II Place of Business 1
ARTICLE III Directors 1
ARTICLE IV Annual Meeting of Shareholders 2
ARTICLE V Nomination and Election of Directors 2
ARTICLE VI Capital Stock - Preemptive Rights -
Debt Obligations 3
ARTICLE VII Officers of Association 4
ARTICLE VIII Change of Location 4
ARTICLE IX Corporate Existence 5
ARTICLE X Special Meetings of Shareholders 5
ARTICLE XI Indemnification 5
ARTICLE XII Amendment of Articles of Association 6
EXHIBIT 1
THE FIRST NATIONAL BANK OF SANTA FE
CHARTER NO. 1750
ARTICLES OF ASSOCIATION
As Amended March, 1978
ARTICLE I
TITLE
The title of this Association shall be The First National Bank of Santa Fe.
ARTICLE II
PLACE OF BUSINESS
The main office of the Association shall be in Santa Fe, County of
Santa Fe, State of New Mexico. The general business of the Association shall
be conducted at its main office and its branches.
ARTICLE III
DIRECTORS
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.
ARTICLE IV
ANNUAL MEETING OF SHAREHOLDERS
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 therefor by the
Bylaws, but if no election is held on that day, it may be held on any
subsequent day according to the provisions of law; and all elections shall be
held according to such lawful regulations as may be prescribed by the Board
of Directors.
ARTICLE V
NOMINATION AND ELECTION 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 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
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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 shareholders; and
(e) the number of shares of capital stock 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
instructions, the vote tellers may disregard all votes cast for each such
nominee.
ARTICLE VI
CAPITAL STOCK - PREEMPTIVE RIGHTS - DEBT OBLIGATIONS
The authorized amount of capital stock of this Association shall be One
Million One Hundred Thousand Dollars ($1,100,000) shares of common stock of the
par value of Ten Dollars ($10.00) each; but said capital stock may be increased
or decreased 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 fix.
The Association, at any time and from time to time, may authorize and issue
debt obligations, whether or not subordinated, without the approval of the
shareholders.
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ARTICLE VII
OFFICERS OF ASSOCIATION
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 Chairman. The Board of Directors shall have the power
to appoint 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
the 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 affairs of the
Association; to make all Bylaws that it may be lawful for them to make; and
generally so do and perform all acts that it may be legal for a Board of
Directors to do and perform.
ARTICLE VIII
CHANGE OF LOCATION
The Board of Directors shall have the power to change the location of the
main office to any other place within the limits of Santa Fe County, without the
approval of the shareholders but
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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 location, without the approval of the shareholders but
subject to the approval of the Comptroller of the Currency.
ARTICLE IX
CORPORATE EXISTENCE
The corporate existence of this Association shall continue until terminated
in accordance with the laws of the United States.
ARTICLE X
SPECIAL MEETINGS OF SHAREHOLDERS
The Board of Directors of this Association, or any three or more
shareholders owning, in the aggregate, not less than 20 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 record at his address
as shown upon the books of this Association.
ARTICLE XI
INDEMNIFICATION
Any person, his heirs, executors or administrators, may be indemnified or
reimbursed by the Association for reasonable expenses actually incurred in
connection with any action, suit, or proceeding, civil or criminal, to which he
or they shall be made a party by reason of his being or having been a director,
officer or employee of the Association or of any firm, corporation, or
organization which he 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
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action, suit, or proceeding as to which he shall finally be adjudged to have
been guilty of or liable for negligence or willful misconduct in the
performance of his duties to the Association: And, provided further, that
no person shall be so indemnified or reimbursed in relation to any matter in
such action, suit or proceeding which has been made the subject of a
compromise settlement except with the approval of a court of competent
jurisdiction, or the holders of record of a majority of the outstanding
shares of the Association, or the Board of Directors, acting by vote of
directors not parties to the same or substantially the same action, suit or
proceeding, constituting a majority of the whole number of the directors.
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 as a matter of law.
ARTICLE XII
AMENDMENT OF ARTICLES OF ASSOCIATION
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 greater amount.
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF ASSOCIATION
OF
THE FIRST NATIONAL BANK OF SANTA FE
(hereinafter known as Banquest/First National Bank of Santa Fe)
In accordance with 12 U.S.C. 21a and 12 U.S.C. 30, The First National
Bank of Santa Fe has adopted Articles of Amendment to its Articles of
Association.
A. Article I of the Articles of Association states that the title of this
Association shall be The First National Bank of Santa Fe.
B. The amendment adopted by the shareholders of the association at a meeting of
shareholders held on March 16, 1984, and determined to be effective on June
30, 1984, provided for the deletion of Article First of the Articles of
Association and the substitution of the following therefor:
ARTICLE I
Title
The name of this Association shall be BANQUEST/FIRST NATIONAL BANK OF SANTA FE.
WAIVER OF NOTICE OF MEETING,
WAIVER OF MEETING
AMENDMENT OF ARTICLES OF ASSOCIATION
New Mexico Banquest Corporation owns 100% of the shares of stock in
Banquest/First National Bank of Santa Fe. By the signature of Edward B.
Bennett, Jr., Chairman of New Mexico Banquest Corporation, notice of a
shareholders' meeting for the purpose of electing directors and amending the
Articles of Association is waived and the requirement of a meeting for the
purpose of amending the Articles of Association is also waived.
The signature of Edward B. Bennett, Jr. indicates that New Mexico Banquest
Corporation votes all of its shares in favor of an amendment to the Articles of
Association. The amendment provides for the deletion of Article XI of the
current Articles of Association and substitution of the following therefor:
ARTICLE XI
INDEMNIFICATION
The Association shall indemnify any person made or threatened to be made a
party or a witness, to any proceeding whether civil, criminal, administrative or
investigative, by reason of the fact that the person is or was a director,
officer, employee or agent of the Association, or is or was serving at the
request of the Association as a director, officer, employee or agent of another
company, partnership, joint venture, trust or other enterprise against expenses
(including costs and attorneys' fees), judgments, penalties, fines, or amounts
paid in settlement actually and reasonably incurred by the person in connection
with the proceeding, to the fullest extent and under all the circumstances
permitted by the New Mexico Business Corporation Act, and not prohibited by
applicable bank regulation. The indemnification shall be made as authorized in
a specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances, as provided in the
New Mexico Business Corporation Act.
The foregoing right of indemnification is not exclusive of any other rights to
which a person seeking indemnification may be entitled under any bylaw, policy,
agreement, vote of stockholders or disinterested
directors or otherwise, and shall inure to the benefit of the heirs, devisees,
executors, administrators and personal representatives of the person. In
addition, the Board of Directors may, in the discretion of the Board of
Directors, authorize the purchase of a policy or policies of insurance against
any liability of the Association to indemnify any person as provided in this
Article, containing such terms and conditions as the Board may deem appropriate.
The policy or policies may include provisions for the direct indemnification of
directors, officers or other persons and for expenses of a kind not specifically
subject to indemnification as provided in this Article.
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Edward B. Bennett, Jr.
July 30, 1987
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Date
EXHIBIT 4
BYLAWS
BANQUEST/FIRST NATIONAL BANK OF SANTA FE
May 21, 1984
WBB/kf
BANQUEST/FIRST NATIONAL BANK OF SANTA FE
BYLAWS
ARTICLE I
MEETING OF SHAREHOLDERS
SECTION 1.1. ANNUAL MEETING. An annual meeting of shareholders shall be held
for the election of directors and for such other business as may properly
come before the meeting. The meeting shall be held each year on a day in
March designated by the board of directors at the bank's main office located
on the Plaza in the city of Santa Fe in Santa Fe County, unless otherwise
specified by the board of directors. If, from 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. Notice thereof shall be
given in the manner provided for the annual meeting.
SECTION 1.2 NOTICE. At least ten days prior to the date of every
shareholders' meeting, notice of the meeting shall be mailed, postage
prepaid, to each shareholder of record at the address above upon the books of
the bank. The notice shall state the time, place and purpose of the meeting.
Any shareholder may at any time waive any notice required to be given under
these bylaws of any shareholders' meeting. The presence of a shareholder in
person or proxy at any shareholders' meeting shall be deemed such a waiver.
SECTION 1.3. NOMINATIONS FOR DIRECTORS. Nominations for election to the
board of directors may be made by the board of directors or by any
shareholder of any outstanding class of capital stock of the bank entitled to
vote for the election of directors. Nominations, other than those made by or
on behalf of 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 shareholders called for the election of
directors. However, 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, at the chairman's
discretion, be disregarded and, upon his instructions, the vote tellers may
disregard all votes cast for each such nominee.
SECTION 1.4. QUORUM. A majority of stock issued and outstanding represented
in person or by proxy, shall be a quorum. Less than a quorum may adjourn any
meeting, from time to time, and the meeting may be held, as adjourned,
without further notice.
SECTION 1.5. PROXIES AND VOTING.
In any meeting of the shareholders, a record shall be made showing the names
of the shareholders represented by proxy and the number of shares held by
each, the date received and the names of the proxies.
Shareholders may vote at any meeting of the shareholders by proxies duly
authorized in writing, but no officer or employee of the bank shall act as
proxy. Proxies shall be valid only for the meeting specified.
Each outstanding share entitled to vote shall be entitled to one (1) vote on
each matter submitted to a vote and represented at a meeting of shareholders,
except as other-wise provided in the Articles of Association.
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SECTION 1.6. BUSINESS OF MEETING. The holders of a majority of the outstanding
shares entitled to vote and represented at the meeting may choose persons to
act as chairman and as secretary of the meeting.
The results of election shall be tabulated shoving the a number of shares voted
on each action taken, including the number of shares voted for each candidate
for director. The record of elections shall be delivered to the cashier who
shall include the returns in the minute book of the bank.
SECTION 1.7. 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 shareholders owning, in the aggregate,
not less than twenty (20) percent of the stock of the bank. Every such special
meeting, unless other-wise 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 his address appearing on the books of the bank, a notice
stating the time, place and purpose of the meeting.
ARTICLE II
DIRECTORS
SECTION 2.1. BOARD OF DIRECTORS. The board of directors (hereinafter referred
to as the "board") shall manage and administer the business and affairs of the
bank. Except as expressly limited by law, all corporate powers of the bank
shall be vested in and may be exercised by the board.
SECTION 2.2. NUMBER. The board of directors shall consist of not less than five
nor more than twenty-five members. The number will be determined by resolution
of a majority of the board.
SECTION 2.3. TERM OF OFFICE. A director elected at the annual meeting shall
hold office for one year from the day the oath of office is taken and until his
successor is elected and has qualified.
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SECTION 2.4 VACANCIES AND EXPANSION. Any vacancies occurring in the board
directors shall be filled by appointment by the remaining directors. Any
opening for director resulting from the board's decision to expand the number of
directors will be filled by appointment by the board.
The directors may not increase the number of directors to a number which exceeds
the limitations set by law. In no event shall the number of directors exceed
twenty-five. Any such appointment will require a majority vote by the board and
any director so appointed shall hold office until the next election.
SECTION 2.5. REMOVAL OF DIRECTORS. At a shareholders' meeting called expressly
for that purpose, one or more directors or the entire board of directors, may be
removed with or without cause, by a vote of the holders of a majority of the
shares present or represented and entitled to vote at an election of directors.
SECTION 2.6. QUALIFYING SHARES. Each director, in order to qualify, must own
not less than the legally required number of shares of capital stock of New
Mexico Banquest Corporation or New Mexico Banquest Investors Corporation and
said stock shall not be pledged or encumbered.
SECTION 2.7. ORGANIZATIONAL. Following the annual meeting of the shareholders,
the president of the bank shall notify promptly the directors-elect of their
election; and they shall meet within ten days from the date of the annual
meeting for the purpose of taking their oaths, organizing the new board,
certifying officers for the ensuing year and transacting such other business as
properly may come before the meeting.
SECTION 2.8. REGULAR MEETING. A regular meeting of the board of directors shall
be held, without notice, each month at the main office. When any regular
meeting of the board falls upon a holiday, the meeting shall be held on the next
banking day designated by the board.
SECTION 2.9. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by the chairman or president of the bank, or at the request of three
or more directors. Each member of the board of directors shall be given notice
by telegram, letter, or in person, stating the time and place of each such
meeting.
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SECTION 2.10. QUORUM. A majority of the members of the board of directors but
not less than a majority of the entire board shall constitute a quorum for the
transaction of business. If, at the time fixed for any meeting, including the
organizational meeting, a quorum is not present, the directors in attendance
may. adjourn the meeting from time to time until a quorum is present.
SECTION 2.11. WAIVER OF NOTICE. Any director may at any time waive any notice
of any directors' meetings required to be given under these bylaws. The
presence of a director in person at any directors' meeting shall be deemed such
a waiver.
SECTION 2.12. MINUTES. The minute book of the proceedings of the board of
directors shall include the proceedings of all regular and special meetings of
the board of directors, the bank's articles of association and bylaws and such
other matters as the board may from time to time direct the secretary to
include. The minutes of each meeting of the board shall be signed-by the
chairman and the secretary.
SECTION 2.13. COMMITTEES OF THE BOARD. The board of directors may delegate such
of its powers, but not any of its responsibilities, to such persons or
committees as the board may determine to assist in the bank's executive
direction, planning, control and communications.
ARTICLE III
OFFICERS AND EMPLOYEES
SECTION 3.1. CHAIRMAN. The board of directors shall appoint one of its members
to be chairman to serve at the pleasure of the board. Such person shall preside
at all - meetings of the board of directors. The chairman shall supervise the
carrying out of the policies adopted or approved by the board; shall have
general executive powers, as well as the specific powers conferred by these
bylaws; and shall have and may exercise such further powers and duties as from
time to time may be conferred upon or assigned by the board of directors.
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SECTION 3.2. PRESIDENT. The board of directors shall appoint one of its members
to be president of the bank. In the absence of the 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 an all other powers and
duties pertaining by law, regulation or practice to the office of president, or
imposed by these bylaws. The president shall also have and may exercise such
further powers and duties as from time to time may be conferred or assigned by
the board of directors.
SECTION 3.3. CHIEF EXECUTIVE OFFICER. The chief executive officer will be
either the president or the chairman as designated by the board of directors.
SECTION 3.4. VICE PRESIDENT. The board of directors may appoint one or more
vice presidents. Each vice president shall have such powers and duties as may
be assigned by the board of directors. One vice president shall be designated
by the board of directors, in the absence of the president, to perform all the
duties of the president.
SECTION 3.5. SECRETARY. The board of directors shall appoint a secretary who
shall keep accurate minutes of all meetings. The secretary shall attend to the
giving of all notices required by these bylaws to be given.
SECTION 3.6. CASHIER. The board of directors shall appoint a cashier who shall
be custodian of the corporate seal, records, documents and papers of the bank;
shall provide for the keeping of proper records of all transactions of the bank;
shall have and may exercise any and all other powers and duties pertaining by
law, regulation or practice, to the office of cashier, or imposed by these
bylaws.
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SECTION 3.7. OTHER OFFICERS. The board of directors may appoint one or more
assistant vice presidents, one or more trust officers, one or more assistant
secretaries, one or more assistant cashiers, one or more managers and assistant
managers of branches and such other officers as may be required or desirable to
transact the business of the bank. Such officers shall respectively exercise
such powers and perform such duties as pertain to their several offices, or as
may be conferred upon or assigned to them by the board of directors, the
chairman or the president.
SECTION 3.8. TENURE OF OFFICE. The chairman, president and all other officers
shall hold office for the current year for which the board was elected, unless
they shall resign, become disqualified or be removed by the board of directors,
the chairman or the president.
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ARTICLE IV
COMPANY AND BANK INTERACTION
SECTION 4.1. New Mexico Banquest Corporation and the bank have a common purpose
to assure a secure bank and to provide competitive and profitable customer
services.
Banquest, because of its responsibility to its stockholders, is obliged to
establish high managerial and operational standards and to provide the
technical, administrative and executive direction to accomplish these standards.
The bank, therefore, will cooperate in every way with Banquest in the adoption
of written policies and procedures and particularly the management of the
following activities and matters:
1. Internal auditing
2. Executive recruiting
3. Personnel and compensation
4. Dividends
5. Bank capital adequacy
6. Fixed asset investments
7. Standards or asset quality
8. Income tax planning
9. Marketing
10. Accounting standards
11. Securities and funds management
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ARTICLE V
STOCK. STOCK TRANSFERS AND DIVIDENDS
SECTION 5.1. THE STOCK CERTIFICATE. Certificates of stock shall be signed
manually or by facsimile process by the president or any designated vice
president, and by the secretary, assistant secretary, cashier, assistant
cashier, or any other officer appointed by the board of directors for that
purpose to be known as an authorized officer. Each certificate shall be
imprinted with the seal of the bank and shall state that the stock represented
thereby is transferable only upon the books of the bank.
SECTION 5.2. TRANSFER OF STOCK. Upon surrender to the bank of a certificate of
stock duly endorsed or accompanied by proper evidence of succession, assignment
or authority to transfer, it shall be the duty of the bank to issue a new
certificate to the person entitled thereto, and cancel the old certificate.
Every such transfer of stock shall be entered into the stockholder records of
the bank.
SECTION 5.3. DIVIDENDS. The board of directors may declare-and the bank may pay
a dividend quarterly in the manner and upon the-terms and conditions provided by
law.
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ARTICLE VI
AMENDMENTS TO THE BYLAWS
SECTION 6.1. AUTHORITY. The bylaws may be amended, altered or repealed at any
regular or special meeting of the board of directors, by a vote of a majority of
the whole number of directors.
ARTICLE VII
CORPORATE SEAL
SECTION 7.1. AUTHORITY. Those who have the authority to affix a corporate seal
of the bank and attest the same shall be the president, the cashier, or other
officer designated by the board of directors.
-10-
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 in connection with the registration of Debt Securities by U.S. WEST CAPITAL
FUNDING, Inc. and the Guarantees of U.S. WEST, Inc. to be endorsed thereon, we
hereby consent that reports of examinations by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.
The First National Bank of Santa Fe
by /s/ Thomas K. Killion
---------------------------------
Thomas K. Killion
Senior Vice President and
Trust Department Manager
Dated: October 21, 1996
EXHIBIT 7
STATEMENT OF FINANCIAL CONDITION 1995 ANNUAL REPORT
December 31, 1995 and 1994
1995 1994
ASSETS:
Cash and due from banks. . . . . . . . . . . . . . . . . $ 14,357,212 $ 20,253,339
Investment securities. . . . . . . . . . . . . . . . . . 39,023,521 50,575,525
Loans, net . . . . . . . . . . . . . . . . . . . . . . . 175,609,078 134,349,456
Premises and equipment, net. . . . . . . . . . . . . . . 3,915,398 3,750,703
Accrued interest receivable. . . . . . . . . . . . . . . 1,620,454 1,210,485
Other real estate owned. . . . . . . . . . . . . . . . . 321,043 393,636
Other assets . . . . . . . . . . . . . . . . . . . . . . 1,113,273 1,818,517
------------ ------------
Total Assets . . . . . . . . . . . . . . . . . . . . . . $ 235,959,979 $ 212,351,659
------------ ------------
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LIABILITIES AND STOCKHOLDER'S EQUITY:
Deposits
Non-interest bearing demand . . . . . . . . . . . . . $ 51,818,194 $ 51,340,152
Interest bearing. . . . . . . . . . . . . . . . . . . 150,402,703 138,548,593
------------ ------------
Total Deposits . . . . . . . . . . . . . . . . . . . . . 202,220,897 189,888,745
Federal funds purchased and securities
sold under repuchase agreements . . . . . . . . . . . . 3,696,680 4,594,068
Other borrowings . . . . . . . . . . . . . . . . . . . . 9,422,779 --
Accrued interest payable . . . . . . . . . . . . . . . . 736,712 399,004
Other liabilities. . . . . . . . . . . . . . . . . . . . 658,294 659,840
------------ ------------
Total Liabilities . . . . . . . . . . . . . . . . . . 216,735,362 195,541,657
------------ ------------
Stockholder's Equity
Common stock, $100 par value, 11,000 shares
authorized, issued and outstanding . . . . . . . . . 1,100,000 1,100,000
Capital surplus . . . . . . . . . . . . . . . . . . . 5,650,114 5,650,114
Unrealized gains (losses) on investment securities
available-for-sale, net of income tax effect . . . . 137,135 (583,605)
Undivided profits . . . . . . . . . . . . . . . . . . 12,337,368 10,643,493
------------ ------------
Total Stockholder's Equity. . . . . . . . . . . . . . . . . 19,224,617 16,810,002
------------ ------------
Total Liabilities and Stockholder's Equity. . . . . . . . . $ 235,959,979 $ 212,351,659
------------ ------------
------------ ------------
STATEMENT OF INCOME 1995 ANNUAL REPORT
December 31, 1995 and 1994
1995 1994
INTEREST INCOME:
Loans. . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,483,484 $ 11,156,417
Investment Securities
Taxable . . . . . . . . . . . . . . . . . . . . . . . 2,502,990 2,431,803
Non-taxable . . . . . . . . . . . . . . . . . . . . . 160,315 102,241
Federal funds sold and other . . . . . . . . . . . . . . 115,504 444,573
------------ ------------
Total Interest Income. . . . . . . . . . . . . . . . . . 18,262,293 14,135,034
INTEREST EXPENSE:
Deposits . . . . . . . . . . . . . . . . . . . . . . . . 4,455,002 3,468,132
Federal funds purchased and securities sold
under repurchase agreements . . . . . . . . . . . . . . 615,957 158,087
Other borrowings . . . . . . . . . . . . . . . . . . . . 247,202 --
------------ ------------
Total Interest Expense . . . . . . . . . . . . . . . . . 5,318,161 3,626,219
------------ ------------
Net Interest Income . . . . . . . . . . . . . . . . . . 12,944,132 10,508,815
------------ ------------
LOAN LOSS BENEFIT:. . . . . . . . . . . . . . . . . . . . . -- 300,000
------------ ------------
Net interest income after loan loss benefit. . . . . . . 12,944,132 10,808,815
------------ ------------
OTHER INCOME:
Service charges on deposit accounts. . . . . . . . . . . 1,183,625 1,122,132
Trust department fees. . . . . . . . . . . . . . . . . . 955,867 916,697
Other. . . . . . . . . . . . . . . . . . . . . . . . . . 420,521 906,605
------------ ------------
Total Other Income . . . . . . . . . . . . . . . . . . . 2,560,013 2,945,434
------------ ------------
OTHER EXPENSES:
Salaries and employee benefits . . . . . . . . . . . . . 5,970,753 5,435,052
Net occupancy. . . . . . . . . . . . . . . . . . . . . . 861,025 804,896
Data processing. . . . . . . . . . . . . . . . . . . . . 663,031 572,108
Legal and professional fees. . . . . . . . . . . . . . . 502,944 542,064
Premises and equipment . . . . . . . . . . . . . . . . . 303,166 285,922
Other. . . . . . . . . . . . . . . . . . . . . . . . . . 2,537,487 2,413,108
------------ ------------
Total Other Expenses . . . . . . . . . . . . . . . . . . 10,838,406 10,053,150
------------ ------------
Income before income tax expense . . . . . . . . . . . . 4,665,759 3,701,099
Income tax expense . . . . . . . . . . . . . . . . . . . 1,671,863 1,197,054
------------ ------------
Net income . . . . . . . . . . . . . . . . . . . . . . . $ 2,993,876 $ 2,504,045
------------ ------------
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