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EXHIBIT 25.1
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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)
WELLS FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
<Table>
NOT APPLICABLE 87-0131890
(JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION
IF NOT A U.S. NATIONAL BANK) NO.)
299 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
</Table>
NOT APPLICABLE
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
ATA HOLDINGS CORP.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
<Table>
INDIANA 35-1617970
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION
OF INCORPORATION OR NO.)
ORGANIZATION)
7337 WEST WASHINGTON STREET
INDIANAPOLIS, INDIANA 46231
(ADDRESS OR PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
</Table>
$273,297,000
SENIOR NOTES DUE 2009 AND
SENIOR NOTES DUE 2010
(TITLE OF SECURITIES)
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<Table>
Item 1. General Information. Furnish the following information as to the
trustee:
(a) Name and address of each examining of supervising authority to which
it is subject.
Comptroller of the Currency, Washington, D.C. 20230; Federal Reserve
Bank of San Francisco, San Francisco, CA 94120; Federal Deposit Insurance
Corporation, Washington, D.C. 20429.
(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.
Neither the obligor nor any underwriter for the obligor is an affiliate
of the Trustee.
Item 16. List of Exhibits. List below all exhibits filed as part of this
statement of eligibility and qualification.
Exhibit 1: copy of the articles of association as now in effect
Exhibit 2: certificate of authority to commence business including a
certificate of the Comptroller of the Currency evidencing
the change of the Trustee's name
Exhibit 3: copy of the authorization of the trustee to exercise
corporate trust powers
Exhibit 4: copy of the bylaws of the trustee
Exhibit 5: Not applicable
Exhibit 6: Not applicable
Exhibit 7: A copy of the latest report published pursuant to law or its
supervising or examining authority
Exhibit 8: Not applicable
Exhibit 9: Not applicable
</Table>
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the trustee, Wells Fargo Bank Northwest, National Association, a national
banking association organized and existing under the laws of the United States,
has duly caused this statement of eligibility and qualification to be signed on
its behalf by the undersigned thereunder duly authorized, all in the City of
Salt Lake City, and State of Utah, on the 28th day of April, 2004.
WELLS FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION, TRUSTEE
By MICHAEL D. HOGGAN
..................................
MICHAEL D. HOGGAN
VICE PRESIDENT
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EXHIBIT 1
ARTICLES OF ASSOCIATION
OF
WELLS FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION
(As Amended)
FIRST. The name and title of this Association shall be Wells Fargo Bank
Northwest, National Association; the Association in conjunction with its said
legal name may also use Wells Fargo Bank Northwest, N.A.
SECOND. The place where the main banking house or office of this Association
shall be located shall be Ogden, County of Weber, State of Utah. Its general
business and its operations of discount and deposit shall also be carried on in
said city, and the branch or branches established or maintained by it in
accordance with the provisions of Section 36 of Title 12, United States Code.
The Board of Directors shall the power to change the location of the main office
of this Association (i) to any other authorized branch location within the
limits of Ogden, Utah, without the approval of the shareholders of this
Association and upon notice to the Comptroller of the Currency or, (ii) to any
other place within Ogden, Utah, or within thirty (30) miles of Ogden, Utah, with
the approval of the shareholders and the Comptroller of the Currency. The Board
of Directors shall have the power to change the location of any branch or
branches of this Association to any other location, without the approval of the
shareholders of this Association but subject to the approval of the Comptroller
of the Currency.
THIRD. The Board of Directors of the consolidated association shall consist
of not less than five (5) nor more than twenty-five (25) of its shareholders.
FOURTH. There shall be an annual meeting of the shareholders the purpose of
which shall be the election of Directors and the transaction of whatever other
business may be brought before said meeting. It shall be held at the main office
of the Bank or other convenient place as the Board of Directors may designate,
on the third Monday of March of each year, but if no election is held on that
day, it may be held on any subsequent day according to such lawful rules 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 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 instructions, the
voting inspectors may disregard all votes cast for each such nominee.
FIFTH. The authorized amount of capital stock of this Association shall be
One Hundred Million Dollars ($100,000,000.00), divided into 4,000,000 shares of
common stock of the par value of Twenty-five Dollars ($25.00) each; provided,
however, that said capital stock may be increased or decreased from time to
time, in accordance with the provision of the laws of the United States. The
shareholders of this Association shall not have any pre-emptive rights to
acquire unissued shares of this Association.
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SIXTH. (1) The Board of Directors shall appoint one of its members President
of this Association. It may also appoint a Chairman of the Board, and one or
more Vice Chairman. The Board of Directors shall have the power to appoint
one or more Vice Presidents, at least one of whom shall also be a member of
the Board of Directors, and who shall be authorized, in the absence of the
President, to perform all acts and duties pertaining to the office of the
President; to appoint a Cashier and such other officers and employees as may
be required to transact the business of this Association; to fix the salaries
to be paid to such officers or employees and appoint others to take their
place.
(2) The Board of Directors shall have the power to define the duties of
officers and employees of this Association and to require adequate bonds
from them for the faithful performance of their duties; to make all By-Laws
that may be lawful for the general regulation of the business of this
Association and the management of its affairs, and generally to do and
perform all acts that may be lawful for a Board of Directors to do and
perform.
(3) Each person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, administrative or investigative (other than an action by or
in the right of the Association) by reason of the fact that he 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,
fiduciary or agent of another corporation, partnership, joint venture,
trust, estate or other enterprise or was acting in furtherance of the
Association's business shall be indemnified against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Association; provided,
however, no indemnification shall be given to a person adjudged guilty of,
or liable for, willful misconduct, gross neglect of duty, or criminal acts
or where there is a final order assessing civil money penalties or requiring
affirmative action by such person in the form of payments to the
Association. The termination of any action, suit or proceeding by judgment,
order, settlement, or its equivalent, shall not of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Association.
(4) Each person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the
right of the Association (such action or suit being known as a 'derivative
proceeding') to procure a judgment in its favor by reason of the fact that
he 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, fiduciary or agent of another corporation, partnership, joint
venture, trust, estate or other enterprise shall be indemnified against
expenses (including attorney's fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Association; provided, however, that no
indemnification shall be given where there is a final order assessing civil
money penalties or requiring affirmative action by such person in the form
of payments to the Association; and provided further that no indemnification
shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence or misconduct in
the performance of his duty to the Association, unless and only to the
extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall
deem proper.
(5) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in (3) or (4) of this Article or in
defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorney's fees) actually and reasonably
incurred by him in connection therewith.
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(6) Any indemnification under (3) or (4) of this Article (unless ordered
by a court) shall be made by the Association only as authorized in the
specific case upon a reasonable determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in (3) or (4) of
this Article. Such determination shall be made (a) by the Board of Directors
by a majority vote of a quorum consisting of directors who were not parties
to such action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in written opinion, or (c) by the
stockholders.
(7) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Association in advance of the final
disposition of such action, suit or proceeding as authorized in the manner
provided in (6) of this Article (i) if the Board of Directors determines, in
writing, that (1) the director, officer, employee or agent has a substantial
likelihood or prevailing on the merits; (2) in the event the director,
officer, employee or agent does not prevail, he or she will have the
financial capability or reimburse the Association; and (3) payment of
expenses by the Association will not adversely affect its safety and
soundness; and (ii) upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Association as authorized in this Article.
(8) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled
under any By-Law, agreement, vote of shareholders or disinterested directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure
to the benefit of the heirs, executors, successors in interest, and
administrators of such a person.
SEVENTH. This Association shall have succession from the date of its
organization certificate until such time as it be dissolved by the act of its
shareholders in accordance with the provisions of the banking laws of the United
States, or until its franchise becomes forfeited by reason of violation of law,
or until terminated by either a general or a special act of Congress, or until
its affairs be placed in the hands of a receiver and finally wound up by him.
EIGHTH. The Board of Directors of this Association, or any three or more
shareholders owning, in the aggregate, not less than ten per centum of the stock
of this Association, may call a special meeting of shareholders at any time:
Provided, however, that unless otherwise provided by law, not less than ten days
prior to the date fixed for any such meeting, a notice of the time, place and
purpose of the meeting shall be given by first-class mail, postage prepaid, to
all shareholders of record of this Association. These Articles of Association
may be amended at any regular or special meeting of the Shareholders by the
affirmative vote of the shareholders owning at least a majority of the stock of
this Association, subject to the provisions of the banking laws of the United
States. The notice of any shareholders' meeting, at which an amendment to the
Articles of Association of this Association is to be considered shall be given
as hereinabove set forth.
6
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EXHIBIT 2
CERTIFICATE
TREASURY DEPARTMENT )
Office of ) ss:
Comptroller of the Currency )
I, Thomas G. DeShazo, Deputy Comptroller of the Currency, do hereby certify
that:
Pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., the
Comptroller of the Currency charters and exercises regulatory and supervisory
authority over all national banking associations;
On December 9, 1881, The First National Bank of Ogden, Ogden, Utah was chartered
as a National Banking Association under the laws of the United States and under
Charter No. 2597;
The document hereto attached is a true and complete copy of the Comptroller
Certificate issued to The First National Bank of Ogden, Ogden, Utah, the
original of which certificate was issued by this Office on December 9, 1881;
On October 2, 1922, in connection with a consolidation of The First Bank of
Ogden, Ogden, Utah, and The Utah National Bank of Ogden, Ogden, Utah, the title
was charged to 'The First & Utah National Bank of Ogden'; on January 18, 1923,
The First & Utah National Bank of Ogden changed its title to 'First Utah
National Bank of Ogden'; on January 19, 1926, the title was changed to 'First
National Bank of Ogden'; and on February 24, 1934, the title was changed to
'First Security Bank of Utah, National Association'; and
First Security Bank of Utah, National Association, Ogden, Utah, continues to
hold a valid certificate to do business as a National Banking Association.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused the seal of
Office of the Comptroller of the Currency to be affixed to these presents at the
Treasury Department, in the City of Washington and District of Columbia, this
fourth day of April, A.D. 1972.
THOMAS G. DESHAZO
Deputy Comptroller of the Currency
7
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TREASURY DEPARTMENT
Comptroller of the Currency,
Washington, December 9th, 1881
WHEREAS, by satisfactory evidence presented to the undersigned it has been made
to appear that 'The First National Bank of Ogden' in Ogden City in the County of
Weber, and Territory of Utah has complied with all the provisions of the Revised
Statutes of the United States, required to be complied with before an
association shall be authorized to commence the business of Banking. Now,
therefore, I, John Jay Knox, Comptroller of the Currency, do hereby certify that
'The First National Bank of Ogden' in Ogden City in the County of Weber, and
Territory of Utah is authorized to commence the business of Banking, as provided
in Section Fifty-one hundred and sixty-nine of the Revised Statutes of the
United States.
IN TESTIMONY WHEREOF, witness my hand and seal of office this 9th day of
December, 1881.
JOHN JAY KNOX
Comptroller of the Currency
8
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EXHIBIT 3
FEDERAL RESERVE BOARD
WASHINGTON, D.C.
I, S.R. Carpenter, Assistant Secretary of the Federal Reserve Board, do hereby
certify that it appears from the records of the Federal Reserve Board that:
(1) Pursuant to authority vested in the Federal Reserve Board by an Act of
Congress approved December 23, 1913, known as the Federal Reserve Act, as
amended, the Federal Reserve Board has heretofore granted to the First National
Bank of Ogden, Ogden, Utah, the right to act when not in contravention of State
or local law, as trustee, executor, administrator, registrar of stocks and
bonds, guardian of estates, assignee, receiver, committee of estates of
lunatics, or in any other fiduciary capacity in which State banks, trust
companies or other corporations which come into competition with national banks
are permitted to act under the laws of the State of Utah;
(2) On February 24, 1934, the First National Bank of Ogden, Ogden, Utah,
changed its title to First Security Bank of Utah, National Association, under
the provisions of an Act of Congress approved May 1, 1886, whereby all of the
rights, liabilities and powers of such national bank under its old name devolved
upon and inured to the bank under its new name; and
(3) Pursuant to the permission heretofore granted by the Federal Reserve
Board to the First National Bank of Ogden, Ogden, Utah, as aforesaid, and by
virtue of the change in the title of such bank, the First Security Bank of Utah,
National Association has authority to act, when not in contravention of State or
local law, as trustee, executor, administrator, registrar of stocks and bonds,
guardian of estates of lunatics, or in any other fiduciary capacity in which
State banks, trust companies or other corporations which come into competition
with national banks are permitted to act under the laws of the State of Utah,
subject to regulations prescribed by the Federal Reserve Board.
IN WITNESS WHEREOF, I have hereunto subscribed my name and caused the seal
of the Federal Reserve Board to be affixed at the City of Washington, in the
District of Columbia, on the 1st day of March, 1934.
S.R. CARPENTER
Assistant Secretary, Federal Reserve
Board.
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FEDERAL RESERVE BOARD
WASHINGTON
ADDRESS OFFICIAL CORRESPONDENCE TO
THE FEDERAL RESERVE BOARD
March 1, 1934.
First Security Bank of Utah, National Association,
Ogden, Utah.
Dear Sirs:
Reference is made to the change in the name of the First National Bank of
Ogden, Ogden, Utah, pursuant to the provisions of the Act of May 1, 1886, to
First Security Bank of Utah, National Association, and there is inclosed a
certificate issued by the Federal Reserve Board showing the trust powers
heretofore granted to the bank under its former name and that it is authorized
to exercise such powers under its new name.
Very truly yours,
S.R. CARPENTER
S.R. Carpenter,
Assistant Secretary.
Enclosure
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[LOGO OF COMPTROLLER OF THE CURRENCY]
- --------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks
- --------------------------------------------------------------------------------
LICENSING UNIT (APPLICATIONS)
50 Fremont Street, Suite 3900
San Francisco, CA 94105
(415) 545-5900, FAX (415) 545-5925
June 20, 1996
Board of Directors
FIRST SECURITY BANK OF UTAH, N.A.
c/o First Security Corporation
Attn: Brad D. Hardy, EVP
Post Office Box 30006
Salt Lake City, Utah 84130
RE: MERGER -- FIRST SECURITY BANK OF IDAHO, N.A., BOISE, IDAHO INTO FIRST
SECURITY BANK OF UTAH, N.A., OGDEN, UTAH, UNDER THE TITLE OF FIRST SECURITY
BANK, N.A., ODGEN, UTAH. CONTROL NO: 96-WE-02-010
Dear Members of the Board:
This letter is the OFFICIAL CERTIFICATION of the Comptroller of the Currency to
merge First Security Bank of Idaho, National Association, Boise, Idaho into
First Security Bank of Utah, National Association, Ogden, Utah, EFFECTIVE AS OF
JUNE 21, 1996. THE RESULTING BANK TITLE IS FIRST SECURITY BANK, NATIONAL
ASSOCIATION AND CHARTER NUMBER IS 2597.
This is also the official authorization given to First Security Bank, National
Association to operate the branches of the target institution and to operate the
main office of the target institution as a branch. Branches of a national bank
target are not listed since they are automatically carried over to the resulting
bank and retain their current OCC branch numbers.
Please be advised that the Charter Certificate for the merged bank, First
Security Bank of Idaho, National Association, MUST BE RETURNED TO THE WESTERN
DISTRICT OFFICE for cancellation.
Very truly yours,
ROBERT G. TORNBORG
Robert G. Tornborg
Acting Director of Bank Supervision -- Compliance and Analysis
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[LOGO OF COMPTROLLER OF THE CURRENCY]
- --------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks
- --------------------------------------------------------------------------------
Large Bank Licensing, LIC #3-8
Washington, DC 20219
May 1, 2001
Mr. Brad D. Hardy
Executive Vice President
First Security Corporation
Post Office Box 30006
Salt Lake City, Utah 84130
Dear Mr. Hardy:
This is to confirm that the Officer of the Comptroller of the Currency (OCC)
received your April 20, 2001 letter concerning the title change by First
Security Bank, National Association, accompanied by the appropriate amendment to
the Bank's articles of association. The OCC has recorded that as of April 21,
2001, the title of First Security Bank, National Association, Ogden, Utah,
Charter NR 2597, changed to Wells Fargo Bank Northwest, National Association.
As a result of the Garn-St. Germain Depository Institutions Act of 1982, the OCC
is no longer responsible for the approval of nations bank name changes nor does
it maintain official records on the use of alternate titles. The retention of
the rights to any previously used title is the responsibility of the Bank's
board of directors. Legal counsel should be consulted to determine whether or
not the new title, or previously used title, could be challenged by competing
institutions under the provisions of federal or state law.
Sincerely,
RICHARD T. ERB
Richard T. Erb
Licensing Manager
2001-ML-04-0001
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EXHIBIT 4
BY-LAWS OF
WELLS FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION
Organized under the National Banking laws of the United States.
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1.1 Annual Meeting. The regular annual meeting of the shareholders
for the election of directors and the transaction of whatever other business may
properly come before the meeting shall be held at the main office of the
Association in Ogden, or such other place as the Board of Directors may
designate, at 10:30 a.m., on the fourth Monday of April in each year. If for any
cause the annual meeting of shareholders for the election of directors is not
held on the date fixed in this by-law, such meeting may be held on some other
day, notice thereof having been given in accordance with the requirements of 12
U.S.C. 'SS'75, and the meeting conducted according to the provisions of these
by-laws.
Section 1.2 Special Meetings. Except as otherwise specifically provided by
statute, special meetings of shareholders may be called for any purpose at any
time by the Board of Directors, by the President, or by any one or more
shareholders owning in the aggregate not less than twenty-five percent of the
then outstanding shares, as provided in Article Ninth of the Articles of
Association.
Section 1.3 Notice of Meetings. A notice of each annual or special
shareholders' meeting, setting forth the time, place, and purpose of the
meeting, shall be given, by first-class mail, postage prepaid, to each
shareholder of record at least ten days prior to the date on which such meeting
is to be held; but any failure to mail such notice of any annual meeting, or any
irregularity therein, shall not affect the validity of such annual meeting or of
any of the proceedings thereat. Notwithstanding anything in these by-laws to the
contrary, a valid shareholders' meeting may be held without notice whenever
notice thereof shall be waived in writing by all shareholders, or whenever all
shareholders shall be present or represented at the meeting.
Section 1.4 Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business, and may transact any business except such as may, under
the provisions of law, the Articles of Association, or these by-laws, require
the vote of holders of a greater number of shares. If, however, such majority
shall not be present or represented at any meeting of the shareholders, the
shareholders entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of voting stock shall be
present. At any such adjourned meeting at which the requisite amount of voting
stock shall be represented, any business may be transacted which might have been
transacted at the meeting as originally called.
Section 1.5 Proxies and Voting Rights. At each meeting of the shareholders
each shareholder having the right to vote shall be entitled to vote in person or
by proxy appointed by an instrument in writing subscribed by such shareholder,
which proxy shall be valid for that meeting or any adjournments thereof, shall
be dated, and shall be filed with the records of the meeting. No officer or
employee of this Association may act as proxy. Each shareholder shall have one
vote for each share of stock having voting power which is registered in his name
on the books of the Association. Voting for the election of directors and voting
upon any other matter which may be brought before any shareholders' meeting may,
but need not, be by ballot, unless voting by ballot be requested by a
shareholder present at the meeting.
Section 1.6 Proceedings and Record. The Chairman of the Board shall preside
at all meetings of the shareholders or, in case of his absence or inability to
act, the President or, in case of the
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absence or inability to act of both of them, any Vice President may preside at
any such meeting. The presiding officer shall appoint a person to act as
secretary of each shareholders' meeting; provided, however, that the
shareholders may appoint some other person to preside at their meetings or to
act as secretary thereof. A record of all business transacted shall be made of
each shareholders' meeting showing, among other things, the names of the
shareholders present and the number of shares of stock held by each, the names
of the shareholders represented by proxy and the number of shares held by each,
the names of the proxies, the number of shares voted on each motion or
resolution and the number of shares voted for each candidate for director. This
record shall be entered in the minute book of the Association and shall be
subscribed by the secretary of the meeting.
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 the Board.
Section 2.2 Number and Qualifications. The Board shall consist of not less
than five nor more than twenty-five persons, 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) 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.
Each director shall, during the full term of his directorship, be a citizen
of the United States, and at least two-thirds of the directors shall have
resided in the state in which the main office of the Association is located, or
within one hundred miles of the location of the office of the Association, for
at least one year immediately preceding their election, and shall be residents
of the state in which the main office of the Association is located or within a
one-hundred-mile territory of the location of the Association during their
continuance in office. Each director, during the full term of his directorship,
shall own a minimum of $1,000 par value of stock of this Association or an
equivalent interest, as determined by the Comptroller of the Currency, in any
company which has control over this Association within the meaning of Section 2
of the Bank Holding Company Act of 1956, as amended.
Section 2.3 Organization Meeting. A meeting of the newly elected Board shall
be held at the main office of this Association, without notice, immediately
following the adjournment of the annual meeting of the shareholders, or at such
other time and at such other place to which said meeting may be adjourned. No
business shall be transacted at any such meeting until a majority of the
directors elected shall have taken an oath of office as prescribed by law, and
no director elected shall participate in the business transacted at any such
meeting of the Board until he shall have taken said oath. If at any such meeting
there is not a quorum of the directors present who shall have taken the oath of
office, the members present may adjourn the meeting from time to time until a
quorum is secured. At such meeting of the newly elected Board, if a quorum is
present, the directors may elect officers for the ensuing year and transact any
and all business which may be brought before them.
Section 2.4 Regular Meetings. The regular meetings of the Board may be held
at such time and place as shall from time to time be determined by the Board.
When any regular meeting of the Board falls upon a holiday, the meeting shall be
held on the next banking business day.
Section 2.5 Special Meetings. Special meetings of the Board may be called by
the Chairman of the Board, the President, the Cashier or the Secretary, and
shall be called at the request of one-third or more of the directors.
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Section 2.6 Notice of Meetings. Each member of the Board shall be given not
less than one day's notice by telephone, telegram, letter, or in person, stating
the time and place of any regular or special meeting; such notice may, but need
not, state the purpose of said meeting. Notwithstanding anything in these
by-laws to the contrary, a valid directors' meeting may be held without notice
whenever notice thereof shall be waived in writing by all of the directors, or
whenever all of the directors are present at the meeting.
Section 2.7 Quorum and Voting. A majority of the directors shall constitute
a quorum at all directors' meetings. Except where the vote of a greater number
of directors is required by the Articles of Association, these by-laws or under
provisions of law, the vote of a majority of the directors at a meeting at which
a quorum is present shall be sufficient to transact business.
Section 2.8 Proceedings and Record. The Chairman of the Board, if such
officer shall have been designated by the Board, shall preside at all meetings
thereof, and in his absence or inability to act (or if there shall be no
Chairman of the Board) the President, and in his absence or inability to act any
other director appointed chairman of the meeting pro tempore, shall preside at
meetings of the directors. The Cashier, or Secretary, or any other person
appointed by the Board, shall act as secretary of the Board and shall keep
accurate minutes of all meetings.
Section 2.9 Electronic Communications. A conference among directors by any
means of communication through which the directors may simultaneously hear each
other during the conference constitutes a Board meeting, if the same notice is
given of the conference as would be required for a meeting, and if the number of
directors participating in the conference would be sufficient to constitute a
quorum at a meeting. A director may participate in a regular or special Board
meeting by any means of communication through which the director, other
directors so participating and all directors physically present at the meeting
may simultaneously hear each other during the meeting. Participation in a
meeting by any means referred to in this Section 2.9 constitutes presence in
person at the meeting.
Section 2.10 Action Without a Meeting. Any action required or permitted to
be taken at a meeting of the Board of the Association may be taken without a
meeting by written action signed by all of the directors.
Section 2.11 Vacancies. Any vacancy in the Board may be filled by
appointment at any regular or special meeting of the Board by the remaining
directors in accordance with the laws of the United States, and any director so
appointed shall hold his place until the next election.
ARTICLE III
COMMITTEES OF THE BOARD
Section 3.1 Executive Committee. The Board may appoint annually or more
often an Executive Committee consisting of three or more directors. In the event
an Executive Committee is appointed, the Executive Committee shall have the
power to approve, review, and delegate authority to make loans and otherwise
extend credit and to purchase and sell bills, notes, bonds, debentures and other
legal investments and to establish and review general loan and investment
policies. In addition, when the Board is not in session, the Executive Committee
shall have the power to exercise all powers of the Board, except those that
cannot legally be delegated by the Board. The Executive Committee shall keep
minutes of its meetings, and such minutes shall be submitted at the next regular
meeting of the Board at which a quorum is present.
Section 3.2 Trust Committees. The Board shall appoint a Trust Audit
Committee which shall make or cause to be made by auditors responsible only to
the Board suitable audits of the Trust Department consistent with law and
regulation and at such time shall ascertain and report to the Board whether said
Department has been administered in accordance with applicable laws and
regulations and sound fiduciary principles. Every report to the Board under this
section, together with the action taken thereon, shall be noted in the minutes
of the Board. The Board shall from time to time appoint such other committees of
such membership and with such powers and duties as it is required to appoint
under the provisions of Regulation 9 issued by the Comptroller of the Currency
relating to the trust powers of national banks, or any amendments thereto, and
may
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appoint such other committees of such membership and with such powers and duties
as the Board may provide and as are permitted by said Regulation 9, or any
amendments thereto.
Section 3.3 Other Committees. The Board, by a majority vote of the whole
Board, may create from its own members or (to the extent permitted by applicable
statutes, laws and regulations) from its own members and/or officers or
employees of the Association such other committees as it may from time to time
deem necessary, and may designate the name and term of existence and prescribe
the duties thereof.
Section 3.4 Proceedings and Record. Each committee appointed by the Board
may hold regular meetings at such time or times as may be fixed by the Board or
by the committee itself. Special meetings of any committee may be called by the
chairman or vice chairman or any two members thereof. The Board may, at the time
of the appointment of any committee, designate alternate or advisory members,
designate its chairman, vice chairman, and secretary, or any one or more
thereof, and the committee itself may appoint such of said officers as have not
been so designated by the Board if they deem such appointment necessary or
advisable. The secretary may but need not be a member of the committee. The
Board may at any time prescribe or change the number of members whose presence
is required to constitute a quorum at any or all meetings of a committee. The
quorum so prescribed need not be a majority of the members of the committee. If
no quorum is prescribed by the Board, the presence of a majority of the members
of the committee shall be required to constitute a quorum. Each committee shall
keep such records of its meetings and proceedings as may be required by law or
applicable regulations and may keep such additional records of its meetings and
proceedings as it deems necessary or advisable, and each committee may make such
rules of procedure for the conduct of its own meetings and the method of
discharge of its duties as it deems advisable. Each committee appointed by the
Board may appoint subcommittees composed of its own members or other persons and
may rely on information furnished to it by such subcommittees or by statistical
or other fact-finding departments or employees of this Association, provided
that final action shall be taken in each case by the committee.
ARTICLE IV
OFFICERS AND EMPLOYEES
Section 4.1 Appointment of Officers. The Board shall appoint a President,
one or more Vice Presidents and a Cashier or Secretary and may appoint a
Chairman of the Board and such other officers as from time to time may appear to
the Board to be required or desirable to transact the business of the
Association. Only directors shall be eligible for appointment as President or
Chairman of the Board. If a director other than the President is appointed
Chairman of the Board, the Board shall designate either of these two officers as
the chief executive officer of this Association. The chief executive officer,
any Executive Vice President, and any other officer authorized by resolution of
the Board, acting singly, may appoint other officers below the rank of Executive
Vice President, and any Senior Vice President appointed by the Board, acting
singly, may appoint other officers below the rank of Senior Vice President, by
filing a written notice of such officer appointments with the Cashier, Secretary
or an Assistant Secretary appointed by the Board.
Section 4.2 Tenure of Office. Officers shall hold their respective offices
for the current year for which they are appointed unless they resign, become
disqualified or are removed. Any officer appointed by the Board may be removed
at any time by the affirmative vote of a majority of the full Board or in
accordance with authority granted by the Board. Any officer appointed by the
chief executive officer may be removed at any time by the filing of a written
notice of such officer removal by the chief executive officer with the Cashier
or Secretary. During the year between its organization meetings, the Board may
appoint additional officers and shall promptly fill any vacancy occurring in any
office required to be filled.
Section 4.3 Chief Executive Officer. The chief executive officer shall
supervise the carrying out of policies adopted or approved by the Board, shall
have general executive powers as well as the
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specific powers conferred by these by-laws, and shall also have and may exercise
such further powers and duties as from time to time may be conferred upon or
assigned to him by the Board.
Section 4.4 Cashier or Secretary. The Cashier or Secretary shall attend to
the giving of all notices required by these by-laws to be given; shall be
custodian of the corporate seal, records, documents and papers of the
Association; shall provide for the keeping of proper records of all transactions
of the Association; 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 by-laws; and shall also perform such other duties as may be
assigned from time to time by the Board.
Section 4.5 General Authority and Duties. Officers shall have the general
powers and duties customarily vested in the office of such officers of a
corporation and shall also exercise such powers and perform such duties as may
be prescribed by the Articles of Association, by these by-laws, or by the laws
or regulations governing the conduct of the business of national banking
associations, and shall exercise such other powers and perform such other duties
not inconsistent with the Articles of Association, these by-laws or laws or
regulations as may be conferred upon or assigned to them by the Board or the
chief executive officer.
Section 4.6 Employees and Agents. Subject to the authority of the Board, the
chief executive officer, or any other officer of the Association authorized by
him, may appoint or dismiss all or any employees and agents and prescribe their
duties and the conditions of their employment, and from time to time fix their
compensation.
Section 4.7 Bonds of Officers and Employees. The officers and employees of
this Association shall give bond with security to be approved by the Board in
such penal sum as the Board shall require, conditioned for the faithful and
honest discharge of their respective duties and for the faithful application and
accounting of all monies, funds and other property which may come into their
possession or may be entrusted to their care or placed in their hands. In the
discretion of the Board in lieu of having individual bonds for each officer and
employee, there may be substituted for the bonds provided for herein a blanket
bond covering all officers and employees providing coverage in such amounts and
containing such conditions and stipulations as shall be approved by the chief
executive officer of this Association but subject to the supervision and control
of the Board.
ARTICLE V
STOCK AND STOCK CERTIFICATES
Section 5.1 Transfers. Shares of stock shall be transferable only on the
books of the Association upon surrender of the certificate for cancellation, and
a transfer book shall be kept in which all transfers of stock shall be recorded.
Section 5.2 Stock Certificates. Certificates of stock shall be signed by the
chief executive officer, the President or a Vice President and the Cashier,
Secretary, or any other officer appointed by the Board for that purpose, and
shall be sealed with the corporate seal. Each certificate shall recite on its
face that the stock represented thereby is transferable only upon the books of
the Association properly endorsed, and shall meet the requirements of 12 U.S.C.
'SS'52, as amended.
Section 5.3 Dividends. Transfers of stock shall not be suspended preparatory
to the declaration of dividends and, unless an agreement to the contrary shall
be expressed in the assignments, dividends shall be paid to the shareholders in
whose name the stock shall stand at the time of the declaration of the dividends
or on such record date as may be fixed by the Board.
Section 5.4 Lost Certificates. In the event of loss or destruction of a
certificate of stock, a new certificate may be issued in its place upon proof of
such loss or destruction and upon receipt of an acceptable bond or agreement of
indemnity as may be required by the Board.
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ARTICLE VI
CORPORATE SEAL
Section 6.1 Form. The corporate seal of the Association shall have inscribed
thereon the name of the Association.
Section 6.2 Authority to Impress. The chief executive officer, the
President, the Cashier, the Secretary, or the Assistant Cashier, or other
officer designated by the Board, shall have authority to impress or affix the
corporate seal to any document requiring such seal, and to attest the same.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1 Banking Hours. The days and hours during which this Association
shall be open for business shall be fixed from time to time by the Board, the
chief executive officer, or the President, consistent with national and state
laws governing banking and business transactions.
Section 7.2 Execution of Written Instruments. All instruments, documents, or
agreements relating to or affecting the property or business and affairs of this
Association, or of this Association when acting in any representative or
fiduciary capacity, shall be executed, acknowledged, verified, delivered or
accepted in behalf of this Association by the chief executive officer, the
President, any Executive Vice President, any person specifically designated by
the Board as an 'Executive Officer' of this Association, or by such other
officer, officers, employees, or designated signers, as the Board may from time
to time direct.
Section 7.3 Records. The Articles of Association, these by-laws, and any
amendments thereto, and the proceedings of all regular and special meetings of
the directors and of the shareholders shall be recorded in appropriate minute
books provided for the purpose. The minutes of each meeting shall be signed by
the person appointed to act as secretary of the meeting.
Section 7.4 Fiscal Year. The fiscal year of the Association shall be the
calendar year.
Section 7.5 Corporate Governance Procedures. In accordance with 12 C.F.R.
Section 7.2000, to the extent not inconsistent with applicable federal banking
statutes or regulations or bank safety and soundness, this Association
designates and elects to follow the corporate governance procedures of the
Delaware General Corporation Law, as amended from time to time.
Section 7.6 Indemnification. The Association may make or agree to make
indemnification payments to an institution-affiliated party, as defined at 12
USC 1813(u), for an administrative proceeding or civil action initiated by any
federal banking agency, that are reasonable and consistent with the requirements
of 12 USC 1828(k) and its implementing regulations.
The Association may indemnify an institution-affiliated party for damages
and expenses, including the advancement of expenses and legal fees, in cases
involving an administrative proceeding or civil action not initiated by a
federal banking agency, in accordance with the provisions set forth in the
Association's Articles of Association, which provisions are in accordance with
the Delaware General Corporation Law, provided such payments are consistent with
safe and sound banking practices.
ARTICLE VIII
BY-LAWS
Section 8.1 Inspection. A copy of these by-laws, with all amendments
thereto, shall at all times be kept in a convenient place at the main office of
the Association, and shall be open for inspection to all shareholders during
banking hours.
Section 8.2 Amendments. These by-laws may be changed or amended at any
regular or special meeting of the Board by a vote of a majority of the full
Board or at any regular or special meeting of shareholders by the vote of the
holders of a majority of the stock issued and outstanding and entitled to vote
thereat.
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Wells Fargo Bank Northwest, N.A. FFIEC 031
- --------------------------------- RC-1
Legal Title of Bank
----------
Salt Lake City 12
- ---------------------------------- ----------
City
UT 84130
- ----------------------------------
State Zip Code
Transmitted to InterCept on 01/29/2004. Confirmation Number -- 0016112
FDIC Certificate Number -- 13718
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 2003
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.
SCHEDULE RC -- BALANCE SHEET
<Table>
<Caption>
DOLLAR AMOUNTS IN THOUSANDS RCFD BIL | MIL | THOU
ASSETS
1. Cash and balances due from depository institutions (from
Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1) 0081 619,711 1.a
b. Interest-bearing balances (2) 0071 124,527 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B,
column A) 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B,
column D) 1773 2,542,964 2.b
3. Federal funds sold and securities purchased under agreement RCON
to resell:
a. Federal funds sold in domestic offices B967 6,654,814 3.a
RCFD
b. Securites purchased under agreement to resell (3) B969 0 3.b
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale 5369 5,000,000 4.a
b. Loans and leases, net for unearned income B528 8,296,580 4.b
c. LESS: Allowance for loan and lease losses 3123 303,653 4.c
d. Loans and leases, net of unearned income and allowance B529 7,992,927 4.d
(item 4.b minus 4.c)
5. Trading assets (from Schedule RC-D) 3545 2,466 5
6. Premises and fixed assets (including capitalized leases) 2145 136,637 6
7. Other real estate owned (from Schedule RC-M) 2150 15,741 7
8. Investments in unconsolidated subsidiaries and associated 2130 13,192 8
companies (from Schedule RC-M)
9. Customers' liability to this bank on acceptances outstanding 2155 336 9
10. Intangible assets:
a. Goodwill 3163 8,040 10.a
b. Other intangible assets (from Schedule RC-M) 0425 0 10.b
11. Other assets (from Schedule RC-F) 2160 529,310 11
12. Total assets (sum of items 1 through 11) 2170 23,640,665 12
</Table>
- ---------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) Includes all securities resale agreements in domestic and foreign offices,
regardless of maturity.
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Wells Fargo Bank Northwest, N.A. FFIEC 031
- --------------------------------- RC-2
Legal Title of Bank
Transmitted to InterCept on 01/29/2004. Confirmation Number -- 0016112
FDIC Certificate Number -- 13718
----------
13
----------
SCHEDULE RC -- CONTINUED
<Table>
<Caption>
DOLLAR AMOUNTS IN THOUSANDS BIL | MIL | THOU
LIABILITIES
13. Deposits.
a. In domestic offices (sum of totals of column A and C RCON 15,796,848 13.a
from Schedule RC-E, part 1) 2200
(1) Noninterest-bearing (1) 6631 3,180,250 13.a.1
(2) Interest bearing 6636 12,616,598 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, RCFN
and IBFs
(from schedule RC-E, part II) 2200 5,455,456 13.b
(1) Noninterest-bearing 6631 0 13.b.1
(2) Interest-bearing 6636 5,455,456 13.b.2
14. Federal funds purchased and securities sold under RCON
agreements to repurchase:
a. Federal funds purchased in domestic offices (2) B993 0 14.a
RCFD
b. Securities sold under agreements to repurchase (3) B995 377,583 14.b
15. Treading liabilities (from Schedule RC-D) 3548 133 15
16. Other borrowed money (includes mortgage indebtedness and 3190 1,209 16
obligations under capitalized leases) (from Schedule RC-M)
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 2920 336 18
19. Subordinated notes and debentures (4) 3200 34,198 19
20. Other liabilities (from Schedule RC-G) 2930 337,657 20
21. Total liabilities (sum of item 13 through 20) 2948 22,003,420 21
22. Minority interest in consolidated subsidiaries 3000 0 22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 3838 0 23
24. Common stock 3230 64,307 24
25. Surplus (exclude all surplus related to preferred stock) 3839 386,282 25
26. a. Retained earnings 3632 1,085,532 26.a
b. Accumulated other comprehensive income (5) B530 101,124 26.b
27. Other equity capital components (6) A130 0 27
28. Total equity capital (sum of item 23 through 27) 3210 1,637,245 28
29. Total liabilities, minority interest, and equity capital 3300 23,640,665 29
(sum of item 21, 22, and 28)
Memorandum
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the RCFD Number M.1
statement below that best describes the most comprehensive 6724 N/A
level of auditing work performed for the bank by
independent external auditors as of any date during 2002
</Table>
- ---------
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Attestation on bank management's assertion on the effectiveness of the
bank's internal control over financial reporting by a certified public
accounting firm
4 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
5 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)
6 = Review of the bank's financial statements by external auditors
7 = Compilation of the bank's financial statements by external auditors
8 = Other audit procedures (excluding tax preparation work)
9 = No external audit work
- ---------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposit.
(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16,
'other borrowed money.'
(3) Includes all securities repurchase agreements in domestic and foreign
offices, regardless of maturity.
(4) Includes limited-life preferred stock and related surplus.
(5) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, cumulative
foreign currency translation adjustments, and minimum pension liability
adjustments.
(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.
20