Exhibit 25.1
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)
FIRST UNION NATIONAL BANK
(Exact Name of Trustee as Specified in its Charter)
22-1147033
(I.R.S. Employer Identification No.)
2 FIRST UNION CENTER, CHARLOTTE, NORTH CAROLINA
(Address of Principal Executive Offices)
28288-0201
(Zip Code)
FIRST UNION NATIONAL BANK
ONE WORLD TRADE CENTER, 47/TH/ FLOOR
NEW YORK, NEW YORK 10048
ATTENTION: CORPORATE TRUST ADMINISTRATION
(212) 938-0779
(Name, address and telephone number of Agent for Service)
YOUNG BROADCASTING INC.
(Exact Name of Obligor as Specified in its Charter)
DELAWARE
(State or other jurisdiction of Incorporation or Organization)
13-3339681
(I.R.S. Employer Identification No.)
YOUNG BROADCASTING OF LANSING, INC.
(Exact Name of Obligor as Specified in its Charter)
Michigan
(State or other jurisdiction of Incorporation or Organization)
38-2826434
(I.R.S. Employer Identification No.)
YOUNG BROADCASTING OF ALBANY, INC.
(Exact Name of Obligor as Specified in its Charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
14-1718758
(I.R.S. Employer Identification No.)
WINNEBAGO TELEVISION CORPORATION
(Exact Name of Obligor as Specified in its Charter)
Illinois
(State or other jurisdiction of Incorporation or Organization)
36-2239648
(I.R.S. Employer Identification No.)
YOUNG BROADCASTING OF NASHVILLE, INC.
(Exact Name of Obligor as Specified in its Charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
62-1391810
(I.R.S. Employer Identification No.)
YOUNG BROADCASTING OF LOUISIANA, INC.
(Exact Name of Obligor as Specified in its Charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
13-3464633
(I.R.S. Employer Identification No.)
YOUNG BROADCASTING OF KNOXVILLE, INC.
(Exact Name of Obligor as Specified in its Charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
51-0356702
(I.R.S. Employer Identification No.)
YOUNG BROADCASTING OF GREEN BAY, INC.
(Exact Name of Obligor as Specified in its Charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
51-0356704
(I.R.S. Employer Identification No.)
YOUNG BROADCASTING OF RICHMOND, INC.
(Exact Name of Obligor as Specified in its Charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
51-0356703
(I.R.S. Employer Identification No.)
WKRN, G.P.
(Exact Name of Obligor as Specified in its Charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
13-3577063
(I.R.S. Employer Identification No.)
KLFY, L.P.
(Exact Name of Obligor as Specified in its Charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
51-0325249
(I.R.S. Employer Identification No.)
WATE, G.P.
(Exact Name of Obligor as Specified in its Charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
51-0356837
(I.R.S. Employer Identification No.)
YBK, INC.
(Exact Name of Obligor as Specified in its Charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
51-0356705
(I.R.S. Employer Identification No.)
HONEY BUCKET FILMS, INC.
(Exact Name of Obligor as Specified in its Charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
13-4062522
(I.R.S. Employer Identification No.)
LAT, INC.
(Exact Name of Obligor as Specified in its Charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
51-0325252
(I.R.S. Employer Identification No.)
YBT, INC.
(Exact Name of Obligor as Specified in its Charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
51-0325250
(I.R.S. Employer Identification No.)
YOUNG BROADCASTING OF DAVENPORT, INC.
(Exact Name of Obligor as Specified in its Charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
13-3858546
(I.R.S. Employer Identification No.)
YOUNG BROADCASTING OF SIOUX FALLS, INC.
(Exact Name of Obligor as Specified in its Charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
13-3884783
(I.R.S. Employer Identification No.)
YOUNG BROADCASTING OF RAPID CITY, INC.
(Exact Name of Obligor as Specified in its Charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
13-3884784
(I.R.S. Employer Identification No.)
YOUNG BROADCASTING OF LOS ANGELES, INC.
(Exact Name of Obligor as Specified in its Charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
13-3914036
(I.R.S. Employer Identification No.)
FIDELITY TELEVISION, INC.
(Exact Name of Obligor as Specified in its Charter)
California
(State or other jurisdiction of Incorporation or Organization)
95-6140187
(I.R.S. Employer Identification No.)
YOUNG BROADCASTING OF SAN FRANCISCO, INC.
(Exact Name of Obligor as Specified in its Charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
52-2242171
(I.R.S. Employer Identification No.)
ADAM YOUNG INC.
(Exact Name of Obligor as Specified in its Charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
13-1516500
(I.R.S. Employer Identification No.)
599 LEXINGTON AVENUE, NEW YORK, NEW YORK
(Address of Principal Executive Offices)
10022
(Zip Code)
10% SENIOR SUBORDINATED NOTES DUE 2011
(Title of Indenture Securities)
Application relates to all securities registered pursuant
to the delayed offering registration statement
(Title of Indenture Securities)
1. General information.
Furnish the following information as to the trustee:
a) Name and address of each examining or supervisory authority to which it is
subject:
Comptroller of the Currency
United States Department of the Treasury
Washington, D.C. 20219
Federal Reserve Bank
Richmond, Virginia 23219
Federal Deposit Insurance Corporation
Washington, D.C. 20429
b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
3. Voting securities of the trustee.
Furnish the following information as to each class of voting securities of
the trustee:
Not applicable - see answer to Item 13.
4. Trusteeships under other indentures.
If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:
Not applicable - see answer to Item 13.
5. Interlocking directorates and similar relationships with the obligor or
underwriters.
If the trustee or any of the directors or executive officers of the trustee
is a director, officer, partner, employee, appointee, or representative of the
obligor or of any underwriter for the obligor, identify each such person having
any such connection and state the nature of each such connection.
Not applicable - see answer to Item 13.
6. Voting securities of the trustee owned by the obligor or its
officials.
Furnish the following information as to the voting securities of the trustee
owned beneficially by the obligor and each director, partner, and executive
officer of the obligor:
Not applicable - see answer to Item 13.
7. Voting securities of the trustee owned by underwriters or their officials.
Furnish the following information as to the voting securities of the trustee
owned beneficially by each underwriter for the obligor and each director,
partner, and executive officer of each such underwriter:
Not applicable - see answer to Item 13.
8. Securities of the obligor owned or held by the trustee.
Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for obligations in default by the
trustee:
Not applicable - see answer to Item 13.
9. Securities of underwriters owned or held by the trustee.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor, furnish
the following information as to each class of securities of such underwriter any
of which are so owned or held by the trustee:
Not applicable - see answer to Item 13.
10. Ownership or holdings by the trustee of voting securities of certain
affiliates or security holders of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the trustee (1) owns 10 percent or more of the voting stock of the obligor or
(2) is an affiliate, other than a subsidiary, of the obligor, furnish the
following information as to the voting securities of such person:
Not applicable - see answer to Item 13.
11. Ownership or holdings by the trustee of any securities of a person owning
50 percent or more of the voting securities of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such person
any of which are so owned or held by the trustee:
Not applicable - see answer to Item 13.
12. Indebtedness of the obligor to the trustee.
Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:
Not applicable - see answer to Item 13.
13. Defaults by the obligor.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.
None.
(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
None
14. Affiliations with the underwriters.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not applicable - see answer to Item 13.
15. Foreign trustee.
Identify the order or rule pursuant to which the trustee is authorized to
act as sole trustee under indentures qualified or to be qualified under the Act.
Not applicable - trustee is a national banking association organized under
the laws of the United States.
16. List of Exhibits.
List below all exhibits filed as part of this statement of eligibility.
__ 1. Copy of Articles of Association of the trustee as now in effect.*
__ 2. Copy of the Certificate of the Comptroller of the Currency dated March 4,
1998, evidencing the authority of the trustee to transact business. **
__ 3. Copy of the Certification of Fiduciary Powers of the trustee by the
Office of the Comptroller of the Currency dated April 7, 1999.***
X 4. Copy of existing by-laws of the trustee.
- --
__ 5. Copy of each indenture referred to in Item 4, if the obligor is in
default.
-Not Applicable.
X 6. Consent of the trustee required by Section 321(b) of the Act.
- --
X 7. Copy of report of condition of the trustee at the close of business on
- -- December 31, 2000, published pursuant to the requirements of its
supervising authority.
__ 8. Copy of any order pursuant to which the foreign trustee is authorized to
act as sole trustee under indentures qualified or to be qualified under the
Act.
- Not Applicable
__ 9. Consent to service of process required of foreign trustees pursuant to
Rule 10a-4 under the Act.
- Not Applicable
________________________
*Previously filed with the Securities and Exchange Commission on March
16, 1998 as an Exhibit to Form T-1 in connection with Registration Statement
Number 333-47985, ** and filed with the Securities and Exchange Commission on
July 15, 1998 as an Exhibit to Form T-1 in connection with Registration
Statement Number 333-59145, *** and filed with the Securities and Exchange
Commission on May 20, 1999 in connection with Registration Statement Number 333-
78927 and incorporated herein by reference.
NOTE
The trustee disclaims responsibility for the accuracy or completeness of
information contained in this Statement of Eligibility and Qualification not
known to the trustee and not obtainable by it through reasonable investigation
and as to which information it has obtained from the obligor and has had to rely
or will obtain from the principal underwriters and will have to rely.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939,the trustee,
First Union National Bank, a national banking association organized and existing
under the laws of the United States of America, has duly caused this Statement
of Eligibility and Qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York and State of New York, on
the 26/th/ day of April, 2001.
First Union National Bank
By: s/David Massa
-----------------
David Massa
Vice President
Exhibit 4
BY-LAWS OF
FIRST UNION NATIONAL BANK
Charter No. 1
Effective June 20, 2000
BY-LAWS OF
FIRST UNION NATIONAL BANK
ARTICLE I
Meetings of Shareholders
------------------------
Section 1.1 Annual Meeting. The annual meeting of the shareholders for the
--------------------------
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the third Tuesday of April in
each year, commencing with the year 1998, except that the Board of Directors
may, from time to time and upon passage of a resolution specifically setting
forth its reasons, set such other date for such meeting during the month of
April as the Board of Directors may deem necessary or appropriate; provided,
however, that if an annual meeting would otherwise fall on a legal holiday, then
such annual meeting shall be held on the second business day following such
legal holiday. The holders of a majority of the outstanding shares entitled to
vote which are represented at any meeting of the shareholders may choose persons
to act as Chairman and as Secretary of the meeting.
Section 1.2 Special Meetings. Except as otherwise specifically provided by
----------------------------
statute, special meetings of the shareholders may be called for any purpose at
any time by the Board of Directors or by any three or more shareholders owning,
in the aggregate, not less than ten percent of the stock of the Association.
Every such special meeting, unless otherwise provided by law, shall be called by
mailing, postage prepaid, not less than ten days prior to the date fixed for
such meeting, to each shareholder at his address appearing on the books of the
Association, a notice stating the purpose of the meeting.
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 stockholder
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
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 such 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 vote tellers may disregard all votes cast for each such
nominee.
Section 1.4 Judges of Election. The Board may at any time appoint from
------------------------------
among the shareholders three or more persons to serve as Judges of Election at
any meeting of shareholders; to act as judges and tellers with respect to all
votes by ballot at such meeting and to file with the Secretary of the meeting a
Certificate under their hands, certifying the result thereof.
Section 1.5 Proxies. Shareholders may vote at any meeting of the
-------------------
shareholders by proxies duly authorized in writing, but no officer or employee
of this Association shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting. Proxies
shall be dated and shall be filed with the records of the meeting.
Section 1.6 Quorum. A majority of the outstanding capital stock,
------------------
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.
ARTICLE II
Directors
---------
Section 2.1 Board of Directors. The Board of Directors (hereinafter
------------------------------
referred to as the "Board"), shall have power to manage and administer the
business and affairs of the Association. Except as expressly limited by law,
all corporate powers of the Association shall be vested in and may be exercised
by said Board.
Section 2.2 Number. The Board shall consist of not less than five nor more
------------------
than twenty-five directors, 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 of Directors may not
increase the number of directors to a number which, (1) exceeds by more than two
the number of directors last elected by shareholders where such number was
fifteen or less, and (2) to a number which exceeds by more than four the number
of directors last elected by shareholders where such number was sixteen or more,
but in no event shall the number of directors exceed twenty-five.
Section 2.3 Organization Meeting. The Secretary of the meeting upon
--------------------------------
receiving the certificate of the judges, of the result of any election, shall
notify the directors-elect of their election and of the time at which they are
required to meet at the Main Office of the Association for the purpose of
organizing the new Board and electing and appointing officers of the Association
for the succeeding year. Such meeting shall be held as soon thereafter as
practicable. If, at the time fixed for such meeting, there shall not be a
quorum present, the directors present may adjourn the meeting from time to time,
until a quorum is obtained.
Section 2.4 Regular Meetings. Regular meetings of the Board of Directors
----------------------------
shall be held at such place and time as may be designated by resolution of the
Board of Directors. Upon adoption of such resolution, no further notice of such
meeting dates or the places or times thereof shall be required. Upon the
failure of the Board of Directors to adopt such a resolution, regular meetings
of the Board of Directors shall be held, without notice, on the third Tuesday in
February, April, June, August, October and December, commencing with the year
1997, at the main office or at such other place and time as may be designated by
the Board of Directors. When any regular meeting of the Board would otherwise
fall on a holiday, the meeting shall be held on the next business day unless the
Board shall designate some other day.
Section 2.5 Special Meetings. Special meetings of the Board of Directors
----------------------------
may be called by the President of the Association, or at the request of three
(3) or more directors. Each member of the Board of Directors shall be given
notice stating the time and place, by telegram, letter, or in person, of each
such special meeting.
Section 2.6 Quorum. A majority of the directors shall constitute a quorum
------------------
at any meeting, except when otherwise provided by law; but a less number may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice.
Section 2.7 Vacancies. When any vacancy occurs among the directors, the
---------------------
remaining members of the Board, in accordance with the laws of the United
States, may appoint a director to fill such vacancy at any regular meeting of
the Board, or at a special meeting called for that purpose.
Section 2.8 Advisory Boards. The Board of Directors may appoint Advisory
---------------------------
Boards for each of the states in which the Association conducts operations.
Each such Advisory Board shall consist of as many persons as the Board of
Directors may determine. The duties of each Advisory Board shall be to consult
and advise with the Board of Directors and senior officers of the Association in
such state with regard to the best interests of the Association and to perform
such other duties as the Board of Directors may lawfully delegate.
The senior officer in such state, or such officers as directed by such senior
officer, may appoint advisory boards for geographic regions within such state
and may consult with the State Advisory Boards prior to such appointments.
ARTICLE III
Committees of the Board
-----------------------
Section 3.1 The Board of Directors, by resolution adopted by a majority of
-----------
the number of directors fixed by these By-Laws, may designate two or more
directors to constitute an Executive Committee and other committees, each of
which, to the extent authorized by law and provided in
such resolution, shall have and may exercise all of the authority of the Board
of Directors and the management of the Association. The designation of any
committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility or
liability imposed upon it or any member of the Board of Directors by law. The
Board of Directors reserves to itself alone the power to act on (1) dissolution,
merger or consolidation, or disposition of substantially all corporate property,
(2) designation of committees or filling vacancies on the Board of Directors or
on a committee of the Board (except as hereinafter provided), (3) adoption,
amendment or repeal of By-laws, (4) amendment or repeal of any resolution of the
Board which by its terms is not so amendable or repealable, and (5) declaration
of dividends, issuance of stock, or recommendations to stockholders of any
action requiring stockholder approval.
The Board of Directors or the Chairman of the Board of Directors of the
Association may change the membership of any committee at any time, fill
vacancies therein, discharge any committee or member thereof either with or
without cause at any time, and change at any time the authority and
responsibility of any such committee.
A majority of the members of any committee of the Board of Directors may
fix such committee's rules of procedure. All action by any committee shall be
reported to the Board of Directors at a meeting succeeding such action, except
such actions as the Board may not require to be reported to it in the resolution
creating any such committee. Any action by any committee shall be subject to
revision, alteration, and approval by the Board of Directors, except to the
extent otherwise provided in the resolution creating such committee; provided,
however, that no rights or acts of third parties shall be affected by any such
revision or alteration.
ARTICLE IV
Officers and Employees
----------------------
Section 4.1 Officers. The officers of the Association may be a Chairman of
--------------------
the Board, a Vice Chairman of the Board, one or more Chairmen or Vice Chairmen
(who shall not be required to be directors of the Association), a President, one
or more Vice Presidents, a Secretary, a Cashier or Treasurer, and such other
officers, including officers holding similar or equivalent titles to the above
in regions, divisions or functional units of the Association, as may be
appointed by the Board of Directors. The Chairman of the Board and the
President shall be members of the Board of Directors. Any two or more offices
may be held by one person, but no officer shall sign or execute any document in
more than one capacity.
Section 4.2 Election, Term of Office, and Qualification. Each officer
-------------------------------------------------------
shall be chosen by the Board of Directors and shall hold office until the annual
meeting of the Board of Directors held next after his election or until his
successor shall have been duly chosen and qualified, or until his death, or
until he shall resign, or shall have been disqualified, or shall have been
removed from office.
Section 4.2(a) Officers Acting as Assistant Secretary. Notwithstanding
-----------------------------------------------------
Section 1 of these By-laws, any Senior Vice President, Vice President, or
Assistant Vice President shall have, by virtue of his office, and by authority
of the By-laws, the authority from time to time to act as an Assistant Secretary
of the Bank, and to such extent, said officers are appointed to the office of
Assistant Secretary.
Section 4.3 Chief Executive Officer. The Board of Directors shall
-----------------------------------
designate one of its members to be the President of this Association, and the
officer so designated shall be an ex officio member of all committees of the
Association except the Examining Committee, and its Chief Executive Officer
unless some other officer is so designated by the Board of Directors.
Section 4.4 Duties of Officers. The duties of all officers shall be
------------------------------
prescribed by the Board of Directors. Nevertheless, the Board of Directors may
delegate to the Chief Executive Officer the authority to prescribe the duties of
other officers of the corporation not inconsistent with law, the charter, and
these By-laws, and to appoint other employees, prescribe their duties, and to
dismiss them. Notwithstanding such delegation of authority, any officer or
employee also may be dismissed at any time by the Board of Directors.
Section 4.5 Other Employees. The Board of Directors may appoint from time
---------------------------
to time such tellers, vault custodians, bookkeepers, and other clerks, agents,
and employees as it may deem advisable for the prompt and orderly transaction of
the business of the Association, define their duties, fix the salary to be paid
them, and dismiss them. Subject to the authority of the Board of Directors, the
Chief Executive Officer or any other officer of the Association authorized by
him, may appoint and dismiss all such tellers, vault custodians, bookkeepers and
other clerks, agents, and employees, prescribe their duties and the conditions
of their employment, and from time to time fix their compensation.
Section 4.6 Removal and Resignation. Any officer or employee of the
-----------------------------------
Association may be removed either with or without cause by the Board of
Directors. Any employee other than an officer elected by the Board of Directors
may be dismissed in accordance with the provisions of the preceding Section 4.5.
Any officer may resign at any time by giving written notice to the Board of
Directors or to the Chief Executive Officer of the Association. Any such
resignation shall become effective upon its being accepted by the Board of
Directors, or the Chief Executive Officer.
ARTICLE V
Fiduciary Powers
----------------
Section 5.1 Capital Management Group. There shall be an area of this
------------------------------------
Association known as the Capital Management Group which shall be responsible for
the exercise of the fiduciary powers of this Association. The Capital
Management Group shall consist of four service areas: Fiduciary Services, Retail
Services, Investments and Marketing. The Fiduciary Services unit shall consist
of personal trust, employee benefits, corporate trust and operations. The
General Office for the Fiduciary Services unit shall be located in Charlotte,
N.C., with City Trust Offices located in such cities within the State of North
Carolina as designated by the Board of Directors.
Section 5.2 Trust Officers. There shall be a General Trust Officer of this
--------------------------
Association whose duties shall be to manage, supervise and direct all the
activities of the Capital Management Group. Further, there shall be one or more
Senior Trust Officers designated to assist the General Trust Officer in the
performance of his duties. They shall do or cause to be done all things
necessary or proper in carrying out the business of the Capital Management Group
in accordance with provisions of applicable law and regulation.
Section 5.3 General Trust Committee. There shall be a General Trust
------------------------------------
Committee composed of not less than four (4) members of the Board of Directors
or officers of this Association who
shall be appointed annually, or from time to time, by the Board of Directors of
this Association. Each member shall serve until his successor is appointed. The
Board of Directors or the Chairman of the Board may change the membership of the
General Trust Committee at any time, fill any vacancies therein, or discharge
any member thereof with or without cause at any time. The General Trust
Committee shall counsel and advise on all matters relating to the business or
affairs of the Capital Management Group and shall adopt overall policies for the
conduct of the business of the Capital Management Group, including, but not
limited to: general administration, investment policies, new business
development, and review for approval of major assignments of functional
responsibilities. The General Trust Committee shall appoint the members of the
following subcommittees: the Investment Policy Committee, Personal Trust
Administration Committee, Account Review Committee, and Corporate and
Institutional Accounts Committee. The General Trust Committee shall meet at
least quarterly or as called for by its Chairman or any three (3) members of the
Committee. A quorum shall consist of three (3) members. In carrying out its
responsibilities, the General Trust Committee shall review the fiduciary
activities of the Capital Management Group and may assign the administration and
performance of any fiduciary powers or duties to any officers or employees of
the Capital Management Group or to the Investment Policy Committee, Personal
Trust Administration Committee, Account Review Committee, or Corporate and
Institutional Accounts Committee, or other committees it may designate. One of
the methods to be used in the review process will be the scrutiny of the Reports
of Examination by the Office of the Comptroller of the Currency and the reports
of the Audit Division of First Union Corporation, as they relate to the
activities of the Capital Management Group. The Chairman of the General Trust
Committee shall be appointed by the Chairman of the Board of Directors. The
Chairman of the General Trust Committee shall cause to be recorded in
appropriate minutes all actions taken by the Committee. The minutes shall be
signed by its Secretary, approved by its Chairman and submitted to the Board of
Directors at its next regularly scheduled meeting following a meeting of the
General Trust Committee. The Board of Directors retains responsibility for the
proper exercise of this Association's fiduciary powers.
Section 5.4 Investment Policy Committee. There shall be an Investment
----------------------------------------
Policy Committee composed of not less than seven (7) officers and/or employees
of this Association, who shall be appointed annually or from time to time by the
General Trust Committee. Each member shall serve until his or her successor is
appointed. Meetings shall be called by the Chairman or by any two (2) members
of the Committee. A quorum shall consist of five (5) members. The Investment
Policy Committee shall exercise such fiduciary powers and perform such duties as
may be assigned to it by the General Trust Committee. All actions taken by the
Investment Policy Committee shall be recorded in appropriate minutes, signed by
the Secretary thereof, approved by its Chairman, and submitted to the General
Trust Committee at its next ensuing regular meeting for its review and
approval."
Section 5.5 Personal Trust Administration Committee. There shall be a
----------------------------------------------------
Personal Trust Administration Committee composed of not less than five (5)
officers and/or employees of this Association, who shall be appointed annually
or from time to time by the General Trust Committee. Each member shall serve
until his or her successor is appointed. Meetings shall be called by the
Chairman or by any three (3) members of the Committee. A quorum shall consist
of three (3) members. The Personal Trust Administration Committee shall
exercise such fiduciary powers and perform such duties as may be assigned to it
by the General Trust Committee. All actions taken by the Personal Trust
Administration Committee shall be recorded in appropriate minutes, signed by the
Secretary thereof, approved by its Chairman, and submitted to the General Trust
Committee at its next ensuing regular meeting for its review and approval."
Section 5.6 Account Review Committee. There shall be an Account Review
-------------------------------------
Committee composed of not less than four (4) officers and/or employees of this
Association, who shall be appointed annually or from time to time by the General
Trust Committee. Each member shall serve until his or her successor is
appointed. Meetings shall be called by the Chairman or by any two (2) members
of the Committee. A quorum shall consist of three (3) members. The Account
Review Committee shall exercise such fiduciary powers and perform such duties as
may be assigned to it by the General Trust Committee. All actions taken by the
Account Review Committee shall be recorded in appropriate minutes, signed by the
Secretary thereof, approved by its Chairman, and submitted to the General Trust
Committee at its next ensuing regular meeting for its review and approval."
Section 5.7 Corporate and Institutional Accounts Committee. There shall be
-----------------------------------------------------------
a Corporate and Institutional Accounts Committee composed of not less than five
(5) officers and/or employees of this Association, who shall be appointed
annually or from time to time by the General Trust Committee. Each member shall
serve until his or her successor is appointed. Meetings shall be called by the
Chairman or by any two (2) members of the Committee. A quorum shall consist of
three (3) members. The Corporate and Institutional Accounts Committee shall
exercise such fiduciary powers and perform such duties as may be assigned to it
by the General Trust Committee. All actions taken by the Corporate and
Institutional Accounts Committee shall be recorded in appropriate minutes,
signed by the Secretary thereof, approved by its Chairman, and submitted to the
General Trust Committee at its next ensuing regular meeting for its review and
approval."
ARTICLE VI
Stock and Stock Certificates
----------------------------
Section 6.1 Transfers. Shares of stock shall be transferable on the books
---------------------
of the Association, and a transfer book shall be kept in which all transfers of
stock shall be recorded. Every person becoming a shareholder by such transfer
shall, in proportion to his shares, succeed to all rights and liabilities of the
prior holder of such shares.
Section 6.2 Stock Certificates. Certificates of stock shall bear the
------------------------------
signature of the Chairman, the Vice Chairman, the President, or a Vice President
(which may be engraved, printed, or impressed), and shall be signed manually or
by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant
Cashier, or any other officer appointed by the Board of Directors for that
purpose, to be known as an Authorized Officer, and the seal of the Association
shall be engraved thereon. Each certificate shall recite on its face that the
stock represented thereby is transferable only upon the books of the Association
properly endorsed.
ARTICLE VII
Corporate Seal
--------------
Section 7.1 The President, the Cashier, the Secretary, or any Assistant
-----------
Cashier, or Assistant Secretary, or other officer thereunto designated by the
Board of Directors shall have authority to affix the corporate seal to any
document requiring such seal, and to attest the same. Such seal shall be
substantially in the following form.
ARTICLE VIII
Miscellaneous Provisions
------------------------
Section 8.1 Fiscal Year. The fiscal year of the Association shall be the
-----------------------
calendar year.
Section 8.2 Execution of Instruments. All agreements, indentures,
------------------------------------
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, notices,
applications, schedules, accounts, affidavits, bonds, undertakings, proxies, and
other instruments or documents may be signed, executed, acknowledged, verified,
delivered or accepted in behalf of the Association by the Chairman of the Board,
the Vice Chairman of the Board, any Chairman or Vice Chairman, the President,
any Vice President or Assistant Vice President, the Secretary or any Assistant
Secretary, the Cashier or Treasurer or any Assistant Cashier or Assistant
Treasurer, or any officer holding similar or equivalent titles to the above in
any regions, divisions or functional units of the Association, or, if in
connection with the exercise of fiduciary powers of the Association, by any of
said officers or by any Trust Officer or Assistant Trust Officer (or equivalent
titles); provided, however, that where required, any such instrument shall be
attested by one of said officers other than the officer executing such
instrument. Any such instruments may also be executed, acknowledged, verified,
delivered or accepted in behalf of the Association in such other manner and by
such other officers as the Board of Directors may from time to time direct. The
provisions of this Section 8.2 are supplementary to any other provision of these
By-laws.
Section 8.3 Records. The Articles of Association, the By-laws, and the
-------------------
proceedings of all meetings of the shareholders, the Board of Directors,
standing committees of the Board, shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by the
Secretary, Cashier, or other officer appointed to act as Secretary of the
meeting.
ARTICLE IX
By-laws
-------
Section 9.1 Inspection. A copy of the By-laws, with all amendments
----------------------
thereto, shall at all times be kept in a convenient place at the Head Office of
the Association, and shall be open for inspection to all shareholders, during
banking hours.
Section 9.2 Amendments. The By-laws 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.
Exhibit A
---------
First Union National Bank
Article X
Emergency By-laws
In the event of an emergency declared by the President of the United States
or the person performing his functions, the officers and employees of this
Association will continue to conduct the affairs of the Association under such
guidance from the directors or the Executive Committee as may be available
except as to matters which by statute require specific approval of the Board of
Directors and subject to conformance with any applicable governmental directives
during the emergency.
OFFICERS PRO TEMPORE AND DISASTER
Section 1. The surviving members of the Board of Directors or the
Executive Committee shall have the power, in the absence or disability of any
officer, or upon the refusal of any officer to act, to delegate and prescribe
such officer's powers and duties to any other officer, or to any director, for
the time being.
Section 2. In the event of a state of disaster of sufficient severity to
prevent the conduct and management of the affairs and business of this
Association by its directors and officers as contemplated by these By-laws, any
two or more available members of the then incumbent Executive Committee shall
constitute a quorum of that Committee for the full conduct and management of the
affairs and business of the Association in accordance with the provisions of
Article II of these By-laws; and in addition, such Committee shall be empowered
to exercise all of the powers reserved to the General Trust Committee under
Section 5.3 of Article V hereof. In the event of the unavail- ability, at such
time, of a minimum of two members of the then incumbent Executive Committee, any
three available directors shall constitute the Executive Committee for the full
conduct and management of the affairs and business of the Association in
accordance with the foregoing provisions of this section. This By-law shall be
subject to implementation by resolutions of the Board of Directors passed from
time to time for that purpose, and any provisions of these By-laws (other than
this section) and any resolutions which are contrary to the provisions of this
section or to the provisions of any such implementary resolutions shall be
suspended until it shall be determined by an interim Executive Committee acting
under this section that it shall be to the advantage of this Association to
resume the conduct and management of its affairs and business under all of the
other provisions of these By-laws.
Officer Succession
BE IT RESOLVED, that if consequent upon war or warlike damage or disaster,
the Chief Executive Officer of this Association cannot be located by the then
acting Head Officer or is unable to assume or to continue normal executive
duties, then the authority and duties of the Chief Executive Officer shall,
without further action of the Board of Directors, be automatically assumed by
one of the following persons in the order designated:
Chairman
President
Division Head/Area Administrator - Within this officer class, officers
shall take seniority on the basis of length of service in such office or,
in the event of equality, length of service as an officer of the
Association.
Any one of the above persons who in accordance with this resolution assumes
the authority and duties of the Chief Executive Officer shall continue to serve
until he resigns or until five-sixths of the other officers who are attached to
the then acting Head Office decide in writing he is unable to perform said
duties or until the elected Chief Executive Officer of this Association, or a
person higher on the above list, shall become available to perform the duties of
Chief Executive Officer of the Association.
BE IT FURTHER RESOLVED, that anyone dealing with this Association may
accept a certification by any three officers that a specified individual is
acting as Chief Executive Officer in accordance with this resolution; and that
anyone accepting such certification may continue to consider it in force until
notified in writing of a change, said notice of change to carry the signatures
of three officers of the Association.
Alternate Locations
The offices of the Association at which its business shall be conducted
shall be the main office thereof in each city which is designated as a City
Office (and branches, if any), and any other legally authorized location which
may be leased or acquired by this Association to carry on its business. During
an emergency resulting in any authorized place of business of this Association
being unable to function, the business ordinarily conducted at such location
shall be relocated elsewhere in suitable quarters, in addition to or in lieu of
the locations heretofore mentioned, as may be designated by the Board of
Directors or by the Executive Committee or by such persons as are then, in
accordance with resolutions adopted from time to time by the Board of Directors
dealing with the exercise of authority in the time of such emergency, conducting
the affairs of this Association. Any temporarily relocated place of business of
this Association shall be returned to its legally authorized location as soon as
practicable and such temporary place of business shall then be discontinued.
Acting Head Offices
BE IT RESOLVED, that in case of and provided because of war or warlike
damage or disaster, the General Office of this Association, located in
Charlotte, North Carolina, is unable temporarily to continue its functions, the
Raleigh office, located in Raleigh, North Carolina, shall automatically and
without further action of this Board of Directors, become the "Acting Head
Office of this Association";
BE IT FURTHER RESOLVED, that if by reason of said war or warlike damage or
disaster, both the General Office of this Association and the said Raleigh
Office of this Association are unable to carry on their functions, then and in
such case, the Asheville Office of this Association, located in Asheville, North
Carolina, shall, without further action of this Board of Directors, become the
"Acting Head Office of this Association"; and if neither the Raleigh Office nor
the Asheville Office can carry on their functions, then the Greensboro Office of
this Association, located in Greensboro, North Carolina, shall,
without further action of this Board of Directors, become the "Acting Head
Office of this Association"; and if neither the Raleigh Office, the Asheville
Office, nor the Greensboro Office can carry on their functions, then the
Lumberton Office of this Association, located in Lumberton, North Carolina,
shall, without further action of this Board of Directors, become the "Acting
Head Office of this Association". The Head Office shall resume its functions at
its legally authorized location as soon as practicable.
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, and in connection with the proposed issue of Young Broadcasting Inc. 10%
Senior Subordinated Notes due 2011, First Union National Bank, hereby consents
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.
FIRST UNION NATIONAL BANK
By: s/ David Massa
--------------------
David Massa
Vice President
New York, New York
April 26, 2001
REPORT OF CONDITION EXHIBIT 7
Consolidating domestic and foreign subsidiaries of the First Union National
Bank, Charlotte, North Carolina, at the close of business on December 31, 2000
published in response to call made by Comptroller of the Currency, under title
12, United States Code, Section 161. Charter Number 22693 Comptroller of the
Currency.
Statement of Resources and Liabilities
ASSETS
Thousand of Dollars
-------------------
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin......... 10,052,000
Interest bearing balances.................................. 3,207,000
Securities................................................... /////////
Held-to-maturity securities................................ 1,529,000
Available-for-sale securities.............................. 46,184,000
Federal funds sold and securities purchases to resell........ 6,010,000
Loans and lease financing receivables:
Loans and leases, net of unearned income................... 131,252,000
LESS: Allowance for loan and lease losses.................. 1,706,000
LESS: Allocated transfer risk reserve...................... 0
Loans and leases, net of unearned income, allowance, and
reserve.................................................... 129,546,000
Trading assets............................................... 16,578,000
Premises and fixed assets (including capitalized leases)..... 2,849,000
Other real estate owned...................................... 91,000
Investment in unconsolidated subsidiaries and associated..... //////////
companies.................................................... 264,000
Customer's liability to this bank on acceptances outstanding. 873,000
Intangible assets............................................ 2,791,000
Other assets................................................. 11,863,000
Total assets................................................. 231,837,000
LIABILITIES
Deposits:
In domestic offices..................................... 134,399,000
Noninterest-bearing................................... 21,026,000
Interest-bearing...................................... 113,373,000
In foreign offices, Edge and Agreement subsidiaries,
and IBFs................................................ 12,567,000
Noninterest-bearing................................... 48,000
Interest-bearing...................................... 12,519,000
Federal funds purchased and securities sold under agreements
to repurchase ............................................... 21,452,000
Demand notes issued to the U.S. Treasury..................... 979,000
Trading liabilities.......................................... 9,919,000
Other borrowed money:........................................ /////////
With a remaining maturity of one year or less........... 14,559,000
With a remaining maturity of more than 1 year thru
3 yrs................................................... 4,649,000
With a maturity of more than three years................ 2,928,000
Not applicable .............................................. ////////
Bank's liability on acceptances executed and outstanding..... 879,000
Subordinated notes and debentures............................ 5,992,000
Other liabilities............................................ 8,310,000
Total liabilities............................................ 216,633,000
Not applicable............................................... ///////////
EQUITY CAPITAL
Perpetual preferred stock and related surplus............... 161,000
Common Stock................................................ 455,000
Surplus..................................................... 13,306,000
Undivided profits and capital reserves...................... 1,467,000
Net unrealized holding gains (losses) on available-for-sale
securities................................................. (178,000)
Accumulated net gains (loses on cash flow hedges 0
Cumulative foreign currency translation adjustments......... (7,000)
Total equity capital........................................ 15,204,000
Total liabilities and equity capital........................ 231,837,000