EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
FOR STATEMENTS OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939
OF CORPORATIONS DESIGNATED TO ACT AS TRUSTEES
AMERICAN NATIONAL BANK AND TRUST COMPANY
OF CHICAGO
(Name of Trustee)
36-0727623
(I.R.S. employer identification No.)
120 SOUTH LASALLE STREET, CHICAGO, IL
(Address of principal executive offices)
60603
(zip code)
EVEREST
HEALTHCARE SERVICES CORPORATION
(Name of obligor)
DELAWARE 36-4045521
(State or other jurisdiction of (I.R.S. employer identification No.)
incorporation or organization)
101 North Scoville
Oak Park, Illinois 60302
(Address of principal executive offices) (zip code)
9.75% Senior Subordinated Notes
DUE 2008
(Title of Indenture Securities)
GENERAL
1. General information. Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Comptroller of the Currency, Washington, D.C.
Director of Financial Institutions, State of Illinois, Springfield,
Illinois (as to Trust Department only).
Chicago Clearing House Association, 164 West Jackson Boulevard,
Chicago, Illinois.
Federal Deposit Insurance Corporation, Washington, D.C.
The Board of Governors of the Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to execute corporate trust powers.
The trustee is authorized to execute corporate trust powers.
2. Affiliations with obligor and underwriters. If the obligor or any
underwriter for the obligor is an affiliate of the trustee, describe each
affiliation.
No such affiliation exists. See Note, page 4 hereof.
12. Indebtedness of the Obligor to the Trustee.
As of May 31, 1998:
Nature of Indebtedness Amount Outstanding Date Due
---------------------- ------------------ --------
None
13. Defaults by the Obligor.
None.
15. Foreign Trustee.
Not applicable.
2
16. List of Exhibits.
Exhibit 1 A copy of the existing Articles of Association of the trustee.
(Filed herewith).
Exhibit 1(a) A copy of Certificate of Change of Name.*
Exhibit 2 A copy of the Certificate of Authority to commence business.*
Exhibit 3 A copy of the authorization to exercise corporate trust powers.*
Exhibit 4 A copy of existing by-laws of the trustee. (Filed herewith).
Exhibit 5 None.
Exhibit 6 The Consent of the trustee required by Section 321(b) of the Act.
(Filed herewith).
Exhibit 7 A copy of the latest report of condition of the trustee published
pursuant to law or requirements of its supervising authority.
(Filed herewith).
* These Exhibits are hereby incorporated by reference to Exhibits bearing
identical Exhibit numbers submitted by this trustee in its statement of
eligibility and qualification filed with Securities and Exchange Commission
with respect to the Indianapolis Power & Light Company First Mortgage
Bonds, 5/1/8/% Series due July 1996, Securities and Exchange Commission
Registration No. 2-24581.
3
NOTE
The answer to item 2 is based on incomplete information. To the best of our
knowledge and belief, however, there is no person, firm or corporation
ordinarily engaged in underwriting securities of the obligor:
(1) which is an affiliate of the trustee;
(2) of which any director or executive officer of the trustee is a
director, officer, partner, employee, appointee or representative;
(3) which individually owns, beneficially, more that 1% of the outstanding
Common Stock of the trustee or First Chicago NBD Corporation;
(4) whose securities are owned beneficially by the trustee as collateral
security for obligations in default.
This statement may therefore be considered as correct unless amended
contemporaneously with the filing by the obligor of the Amendment or Supplement
to its Registration Statement disclosing underwriters for the Indenture
securities.
4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a corporation
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 Chicago,
State of Illinois, on the 2/nd/ day of June, 1998.
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
By: /s/ Anjali Gottreich
------------------------------------
Its: Assistant Vice President
------------------------------------
5
State of Illinois )
County of Cook )
The Undersigned, Anjali Gottreich, hereby certifies that she is a duly
----------------
appointed and qualified Assistant Vice President of American National Bank and
------------------------
Trust Company of Chicago, a corporation duly organized and existing as a
national banking association under the laws of the United States of America, and
has authority to execute this Certificate.
She further certifies that attached to this certificate are true and
correct copies of Amended Articles of Association and the By-Laws of said
Association, that said Articles and By-Laws were duly adopted by the Board of
Directors of said Association, and that said Amended Articles and By-Laws have
never been repealed and are still in full force and effect.
She further certifies that the Seal affixed to this certificate is the
corporate seal of said Association.
In witness whereof, the undersigned has set her hand and has affixed the
corporate seal of said association, this 2/nd/ day of June, 1998.
------------------------
By: /s/ Anjali Gottreich
--------------------------------------
Its: Assistant Vice President
(Seal)
6
EXHIBIT 1
_____________________________________________________________________________
_____________________________________________________________________________
Amended Articles of Association
of
American National Bank
and Trust Company of Chicago
(AS AMENDED AND RESTATED FEBRUARY 2, 1996)
CHARTER NO. 13216
7
_______________________________________________________________________________
_______________________________________________________________________________
Amended Articles of Association
of
American National Bank and Trust Company
of Chicago
Charter No. 13216
First. The title of this Association, which shall carry on the business of
banking under the laws of the United States, shall be "American National Bank
and Trust Company of Chicago."
Second. The place where the main banking house or office of this Association
shall be located, its operations of discount and deposit carried on, and its
general business conducted, shall be Chicago, County of Cook, State of Illinois.
Third. The Board of Directors of this Association shall consist of such number
of its shareholders, not less than five nor more than twenty-five, as from time
to time shall be determined by a majority of the votes to which all of its
shareholders are at the time entitled. By vote of a majority of the full Board
of Directors, the Board may increase such number, within such maximum limit, by
not more than two and appoint a person or persons to fill the resulting vacancy
or vacancies between meetings of the shareholders. A majority of the Board of
Directors shall be necessary to constitute a quorum for the transaction of
business.
Fourth. The regular annual meeting of the shareholders of this Association
shall be held at its main banking hours, or such other convenient place as shall
be duly authorized by the Board of Directors, on such day of each year as is
specified therefor in the By-Laws of the Association, at which meeting a Board
of Directors shall be elected; but, if no such election shall be held on that
day, it may be held on any subsequent day, in accordance with the provisions of
the banking laws of the United States.
Fifth. The amount of capital stock of this Association shall be divided into
2,000,000 shares of common stock of the par value of Ten Dollars ($10) each; but
said capital stock may be increased or decreased from time to time, in
accordance with the provisions of the laws of the United States.
If the capital stock is increased by the sale of additional shares thereof, each
shareholder shall be entitled to subscribe for such additional shares in
proportion to the number of shares of said capital stock owned by him at the
time the increase is authorized by the shareholders, unless another time
subsequent to the date of the shareholders' meeting is specified in a resolution
adopted by the shareholders at the time the increase is authorized. The Board
of Directors shall have the power to prescribe a reasonable period of time
within which the pre-emptive rights to subscribe to the new shares of capital
stock must be exercised.
8
If the capital stock is increased by a stock dividend, each shareholder shall be
entitled to his proportionate amount of such increase in accordance with the
number of shares of capital stock owned by him at the time the increase is
authorized by the shareholders, unless another time subsequent to the date of
the shareholders' meeting is specified in a resolution adopted by the
shareholders at the time the increase is authorized.
Sixth. The Board of Directors shall appoint one of its members President of
this Association, who shall be Chairman of the Board; but the Board of Directors
may appoint a Director, in lieu of the President, to be Chairman of the Board,
who shall perform such duties as may be designated by the Board of Directors.
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 pertinent to the office of President, except such as
the President only is authorized by law to perform; to appoint a Cashier and
such other officers as may be required to transact the business of this
Association; to fix the salaries to be paid to all officers of this Association;
and to dismiss such officers, or any of them.
The Board of Directors shall have the power to define the duties of officers and
employees of this Association, to require bonds from them, and to fix the
penalty thereof; to regulate the manner in which Directors shall be elected or
appointed, and to appoint judges of the election; to make all by-laws that it
may be lawful for them to make 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 it may be lawful for a Board of Directors to do and
perform.
Any person made a party to any action, suit or other proceeding, civil or
criminal, by reason of the fact that he is or was a director, officer, or
employee of the Association shall be indemnified by the Association against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorney's fees, actually and necessarily incurred by him in connection with the
defense of such proceeding, or in connection with any appeal therein, except in
relation to (i) any matter as to which it shall be adjudged in such proceeding
that he is liable for negligence or misconduct in the performance of his duties
to the Association, provided that in the case of a criminal action, suit, or
proceeding, a conviction or judgment shall not be deemed in adjudication that
the director, officer, or employee is liable for negligence or misconduct in the
performance of his duties to the Association if it shall be determined that he
was acting in good faith in what he considered to be the best interests of the
Association and without reasonable cause to know that his acts were illegal; or
(ii) any matter settled or compromised unless it shall be determined that there
is not reasonable ground for such person being adjudged liable for negligence or
misconduct in the performance of his duties to the Association. All such
determinations hereunder shall be made by a majority of those members of the
Board of Directors who were not parties to such proceeding, or by one or more
disinterested persons to whom the question shall be referred by the Board of
Directors. Such right of indemnification shall not be deemed exclusive of any
other rights to which such director, officer, or employee may be entitled apart
from this provision.
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
9
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 at their respective addresses
as shown upon the books of the 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.
* * *
Certified to be a true copy of the Articles of Association of American National
Bank and Trust Company of Chicago, as amended, now in force and effect.
Date: June 2, 1998
(Seal)
10
EXHIBIT 4
_______________________________________________________________________________
_______________________________________________________________________________
By-Laws
of
[LOGO]
American National Bank
and Trust Company of Chicago
(AS AMENDED AND RESTATED FEBRUARY 2, 1996)
CHARTER NO. 13216
_______________________________________________________________________________
_______________________________________________________________________________
February, 1996
11
TABLE OF CONTENTS
-----------------
Page
----
Article I Meetings of Shareholders............................ 1
Article II Directors........................................... 2
Article III Officers............................................ 4
Article IV Transfers of Real Estate............................ 5
Article V Contracts and Voting................................ 5
Article VI Authority to Sell Stocks, Bonds, etc................ 6
Article VII Stock Certificates & the Transfer Thereof........... 6
Article VIII Increase of Stock................................... 7
Article IX Banking Hours....................................... 7
Article X Seal................................................ 8
Article XI Trust Department.................................... 8
Article XII Amendments of By-Laws............................... 9
12
BY-LAWS
OF
AMERICAN NATIONAL BANK AND TRUST COMPANY
OF CHICAGO
(AS AMENDED AND RESTATED FEBRUARY 2, 1996)
CHARTER NO. 13216
ARTICLE I
MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of shareholders shall be held
on the first Friday of February each year or at such other date as is from time
to time designated by the Board of Directors (the "Board"), for the purpose of
electing directors and the transaction of such other business as may come before
the meeting. If the election of directors shall not be held on the day
designated for the annual meeting, or at any adjournment thereof, the Board
shall cause the election to be held at a meeting of the shareholders as soon
thereafter as possible.
SECTION 2. SPECIAL MEETINGS. The Board, or shareholders owning in the
aggregate not less than 10 percent of the stock of the Bank, may call a special
meeting of shareholders at any time for the purpose or purposes stated in the
call of the meeting.
SECTION 3. PLACE OF MEETINGS. Shareholder meetings shall be held at the main
banking office of the Bank or at such other convenient place established by the
Board.
SECTION 4. NOTICE OF MEETINGS. The Chairman of the Board or the Secretary
shall give written notice stating the place, day and hour of each meeting of
shareholders and, in case of a special meeting, the purpose or purposes for
which the meeting is called. Such notice shall be delivered not less than ten,
nor more than forty days before the date of the meeting, either personally or by
mail to each shareholder of record entitled to vote at such meeting. If mailed,
such notices shall be deemed to be delivered when deposited in the United States
mail, addressed to the shareholder at his address as it appears on the records
of the Bank with postage thereon prepaid. Such notice may be waived in writing.
SECTION 5. PRESIDING OFFICER. The Chairman of the Board, if present, shall
preside at all shareholder meetings. In the Chairman's absence, the President,
if present, shall preside. In the absence of the Chairman and President, the
shareholders may elect a Chairman pro tem to preside at the meeting.
13
SECTION 6. QUORUM; MAJORITY VOTE. A majority of the outstanding shares of
stock, represented in person or by proxy, shall constitute a quorum at any
meeting of the shareholders, provided that if less than a majority of the
outstanding shares of stock are represented at said meeting, a majority of the
shares of stock so represented may adjourn the meeting from time to time without
further notice. If a quorum is present, the affirmative vote of the majority of
shares represented at the meeting shall be the act of the shareholders.
SECTION 7. PROXIES. Proxies may be secured for annual and special meetings,
shall be dated, and shall be filed with the Secretary of the Bank before or at
the time of the meeting. At all meetings of the shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his attorney-in-fact.
No proxy shall be valid eleven months from the date of its execution, unless
otherwise provided in the proxy. No officer or employee of the Bank may act as
proxy.
SECTION 8. VOTING RIGHTS. Each outstanding share shall be entitled to one vote
on each matter submitted to a vote at a meeting of shareholders.
SECTION 9. CONSENT OF SHAREHOLDERS IN LIEU OF ANNUAL OR SPECIAL MEETING.
Unless otherwise restricted by the Articles of Association or by law, any action
which may be taken at any annual or special shareholder meeting may be taken
without a meeting, without prior notice and without a vote, if written consent
setting forth the action so taken shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those shareholders who did not give written consent.
ARTICLE II
DIRECTORS
SECTION 1. AUTHORITY. The property and business of the Bank shall be managed
by the Board, which shall have all of the powers conferred by law, the Articles
of Association and these by-laws.
SECTION 2. NUMBER. The Board shall at all times consist of not less than five
nor more than twenty-five individuals. The exact number within such minimum and
maximum limits shall 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 the 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; or
(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.
14
SECTION 3. TERM OF OFFICE. Each director shall hold office from the date of
his election or appointment until the next annual shareholder meeting. Any
director ceasing to be the owner of the amount of stock required by law or in
any other manner becoming disqualified, shall thereby vacate his office as
director. A director who is an officer of the Bank or one of its affiliates
shall not stand for re-election to the Board at the annual meeting coincident
with or next following the date of his retirement or other termination of
employment from the Bank or such affiliate. A director who is not an officer of
the Bank or any such affiliate shall not stand for re-election to the Board at
the annual meeting of the Bank held in the third year following the year in
which he retired from his principal occupation; provided, however, that no
director shall be eligible for re-election at the annual meeting of the Bank
next following his 73rd birthday. The Board may fill any vacancy which occurs in
the Board at any regular meeting of the Board or at a special meeting called for
that purpose.
SECTION 4. COMPENSATION. By resolution, the Board may provide that a
reasonable fee be paid to any of its members or to the members of any duly
authorized committee for services rendered. No such payment shall preclude any
director from serving the Bank in any other capacity and receiving compensation
therefor.
SECTION 5. REGULAR MEETINGS. Regular meetings of the Board shall be held on
such dates, times and locations as determined by the Chairman of the Board and
communicated to the directors in writing by the beginning of each calendar year
for that calendar year.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board may be held at any
time and at any place upon the call of the Chairman of the Board or upon the
call of at least three directors. Notice of special meetings shall state the
meeting's purpose, and shall be given to each director in person, by facsimile
transmission, by telephone, by overnight delivery service, or by U.S. first
class mail addressed to his usual place of business or to his residence.
Personal notice or notice by facsimile transmission or telephone shall be given
not later than the second day before the meeting. A director's attendance at a
special meeting shall constitute a waiver of notice of such meeting, except when
the director attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
SECTION 7. QUORUM; MAJORITY VOTE. A quorum of directors shall be required to
transact business at any regular or special meeting of the Board. A majority of
the directors shall constitute a quorum. Each director shall be entitled to one
vote. A vote by a majority of the directors present at any regular or special
meeting of the Board at which a quorum is present shall be required to approve
any matter or proposal at any such meeting.
SECTION 8. PRESIDING OFFICER. The Chairman of the Board, if present, shall
preside at all meetings of the Board. The President, if present, shall preside
at meetings of the Board in the Chairman's absence. In the absence of both the
Chairman and the President, the Board shall designate another one of their
members to so preside.
SECTION 9. MINUTES OF MEETING. The Board shall appoint a Secretary, who need
not be a member of the Board, to take minutes at any regular or special meeting
of the Board. If the
15
Secretary is not present at any such meeting, the Chairman of the Board may
designate a secretary pro tem to take minutes at the meeting. The Secretary or
secretary pro tem shall record the actions and proceedings at each regular or
special meeting of the Board as minutes of the meeting and shall maintain such
minutes in a minute book of proceedings of such meetings of the Board. Minutes
of each such meeting shall be signed by the presiding officer and secretary of
each meeting.
SECTION 10. PARTICIPATION IN MEETINGS BY TELEPHONE. Unless otherwise
restricted by the Articles of Association or by law, members of the Board or any
committee designated by the Board may participate in a meeting of the Board or
committee by means of conference telephone or similar communications equipment
which allows each person participating in the meeting to hear each other.
Participation in such a meeting shall constitute presence in person at such
meeting.
SECTION 11. CONSENT OF DIRECTORS IN LIEU OF MEETING. Unless otherwise provided
in the Articles of Association or by law, any action required to be taken at a
meeting of the Board or any action which may be taken at a regular or special
meeting of the Board or a committee thereof, may be taken without a meeting,
without prior notice and without a vote, if written consent setting forth the
action so taken is signed by all of the directors that would be necessary to
authorize or take such action at a regular or special meeting of the board.
SECTION 12. COMMITTEES. The Board may, from time to time, establish such
committees as it deems appropriate and as required by law. Any such committee
shall be comprised of such members, shall have such authority and shall conduct
its activities in such manner as is provided in the resolution establishing the
committee. The members of any such committee who are not officers of the Bank
shall receive such compensation as the Board determines from time to time. The
Chairman of the Board shall be an ex-officio member of all committees of the
Board.
ARTICLE III
OFFICERS
SECTION 1. OFFICER TITLES. The titles of the officers of the Bank may include
the Chairman of the Board, one or more Vice Chairmen of the Board, a President,
one or more Executive Vice Presidents, one or more Senior Vice Presidents, a
Chief Credit Officer, a Chief Trust Officer, a Chief Financial Officer, a
General Auditor, a General Counsel, one or more Vice Presidents, a Cashier, a
Secretary, one or more Assistant Secretaries, one or more Trust Officers, and
such other officers as may be appropriate for the prompt and orderly transaction
of the business of the Bank. Individuals appointed as Chairman and Vice
Chairman of the Board and President must be members of the Board. The same
person may hold any two or more offices. The Chairman of the Board and the
President shall have the authority to establish all officer titles below the
level of Senior Vice President.
SECTION 2. ELECTION OF OFFICERS. The Chairman of the Board and the President
shall be elected by the Board for the current year for which such Board was
elected and each shall hold his office for such year unless he shall resign,
become disqualified or be removed. Officers at the
16
level of Senior Vice President and above shall be elected by the Board. The
Chairman of the Board and the President shall have the authority to appoint all
other officers, and to further delegate such authority to other officers of the
Bank.
SECTION 3. AUTHORITY AND RESPONSIBILITY. The authorities and responsibilities
of all officers, in addition to those specifically prescribed herein, shall be
those usually pertaining to their respective offices, or as may be designated by
the Board or by the Chairman of the Board or by the President, or by any officer
of the Bank designated by one of the foregoing.
SECTION 4. MISCELLANEOUS. All officers and employees of the Bank who shall be
responsible for any moneys, funds or valuables of the Bank shall give bond, or
be covered by a blanket bond, in such penal sum and with such security as shall
be approved by the Board, conditioned for the faithful and honest discharge of
their duties as such officers or employees and that they will faithfully apply
and account for all such moneys, funds and valuables and deliver the same on
proper demand to the order of the Board of this Bank, or to the person or
persons authorized to receive the same.
SECTION 5. TERM OF OFFICE. Officers shall be appointed for an indefinite
term, and their employment may be terminated and/or they may be removed from
office at any time. The Bank's holding company, First Chicago NBD Corporation,
may terminate and/or remove the Chairman of the Board, the President and the
Chief Executive Officer. The Chairman of the Board, the President, and their
designates have the authority to terminate and/or remove all other officers.
The salary of any officer whose employment terminates shall cease as of the date
of his termination, and he shall cease to be an officer as of the date of
termination.
ARTICLE IV
TRANSFERS OF REAL ESTATE
The Chairman of the Board, the President and any Vice President or above of the
Bank shall have authority (without an order of the Board) to execute and deliver
on behalf of and in the name of the Bank, deeds or contracts for deeds conveying
any real estate owned by the Bank in its own right or in which the Bank has an
interest either with or without covenants of warranty, and the same shall be
attested to by any of such officers of the Bank other than the officers so
executing said instruments; provided, however, that deeds, contracts or leases
with respect to any real estate used by the Bank as its banking quarters, must
be executed by an executive vice president or above, or an officer designated by
an executive vice president or above. All releases of mortgages or trust deeds
shall be executed in the same manner as provided in the preceding sentence in
respect of transfers and conveyances of real estate in which this Bank has an
interest.
ARTICLE V
CONTRACTS AND VOTING
17
SECTION 1. EXECUTION OF INSTRUMENTS ON BEHALF OF BANK. Any officer of the Bank
and such other persons as may be authorized by the Chairman of the Board or the
President from time to time are severally and respectively authorized to execute
documents and take action(s) in the Bank's name in connection with transactions
conducted in the ordinary course of business including, without limitation, to
guarantee signatures, certify resolutions and/or agreements, endorse checks,
drafts and notes, sign orders for the deposit of securities and for the
withdrawal of securities deposited with the bank correspondents of this Bank.
Notwithstanding the foregoing, (i) all notes evidencing obligations of the Bank
must be executed and delivered by a Vice President of the Bank or above, or the
Cashier, (ii) letters of credit must be signed and issued by two designated
officers or by a designated officer and any employee who shall be authorized to
do so by the Chairman of the Board or the President.
SECTION 2. VOTING. The vote of this Bank as stockholder in any corporation in
which it may hold stock or upon any securities carrying voting rights which it
shall have the right to vote in its individual capacity as a Bank, shall be cast
at any stockholders' meeting by any Vice President or above, or the Cashier, in
person, or by some person or persons authorized by written proxy signed by one
of said officers. In all cases where shares of stock or other securities
carrying voting rights and owned by this Bank shall be held in the name of a
nominee of the Bank, any Vice President or above, or the Cashier may authorize
such nominee to vote such stock or other securities in person, either
unconditionally or upon such terms, limitations, or conditions as such officer
may direct, or any such officer may authorize such nominee to execute a proxy to
vote such shares of stock or other securities carrying voting rights, either
unconditionally or upon such terms, limitations or conditions as such officer
shall approve.
ARTICLE VI
AUTHORITY TO SELL STOCKS, BONDS, ETC.
Any two officers from the group consisting of Vice Presidents and above and the
Cashier or such officers as authorized from time to time by the Board, may at
any time jointly:
(1) Sell, assign, and transfer any and all United States registered bonds now
standing, or which may hereafter stand in the name of the Bank;
(2) Sell, assign, and transfer any and all notes, bonds, certificates of
indebtedness or obligations of any corporation, firm or individual, which notes,
bonds, certificates of indebtedness or obligations are now registered or may
hereafter be registered in the name of this Bank, or are payable or endorsed to
this Bank; or
(3) Sell, assign, and transfer to any assignee or transferee, for and on behalf
of this Bank and in its name, any and all shares of capital stock of any
corporation or corporations held by this Bank.
ARTICLE VII
18
STOCK CERTIFICATES AND THE TRANSFER THEREOF
SECTION 1. TRANSFERABILITY OF SHARES. Shares of stock of this Bank shall be
transferable only upon the books of the Bank, subject to the provisions of the
National Bank Act. The Bank shall maintain a transfer book in which all
transfers of such stock shall be recorded. Transfers of stock may be suspended
preparatory to any election or payment of any dividends.
SECTION 2. RECORD DATE. The Board shall have power to fix a date of record of
stock holdings for purposes of notices of shareholders' meetings, voting rights
at such meetings, the payment of dividends, or any other proper purpose.
SECTION 3. MISCELLANEOUS. All stock certificates shall be signed with a manual
or facsimile signature by any Vice President or above, and by another of such
officers or the Secretary or Cashier, and the seal of the Bank shall be
impressed thereon or a facsimile thereof printed thereon. Each certificate
shall also be signed manually by the Chief Financial Officer or General Auditor,
on behalf of the Bank as registrar, and by a duly authorized officer or employee
of the trust department as transfer agent. Each certificate shall recite on its
face that the stock represented thereby is transferable only upon the books of
the Bank by the holder thereof, or the holder's attorney, upon surrender of the
certificate, and when stock is transferred, the certificates thereof shall be
returned to the Bank, canceled, preserved, and new certificates issued. In case
of loss of any certificates a new one executed in the manner above provided,
shall be issued in lieu thereof upon proof satisfactory to the Chairman of the
Board, the President, any Executive Vice President, or the Chief Trust Officer
of such loss and upon appropriate indemnity if required by such officer.
ARTICLE VIII
INCREASE OF STOCK
In the event of any increase in the capital stock of this Bank, the preemptive
rights of the shareholders, if any, in respect of any such increased stock shall
be set forth in the Articles of Association. Any warrants or certificates
issuable to shareholders in connection with any increase of the capital stock of
this Bank shall be delivered to the respective shareholders entitled thereto,
either by hand or by mail, first-class postage prepaid, addressed to their
respective addresses as shown on the books of the Bank. If, in the event of sale
of additional shares, any subscription rights shall not have been exercised at
the expiration of the specified subscription period, such unsubscribed new
shares may be issued and sold at such price, not less than the par value
thereof, to such persons and on such terms as the Directors may determine.
ARTICLE IX
BANKING HOURS
The Bank shall be open for business during such days of the year and during such
hours of the day as the Chairman of the Board or the President or their
designate shall determine.
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ARTICLE X
SEAL
The seal of the Bank shall be circular in form and the words AMERICAN NATIONAL
BANK AND TRUST COMPANY OF CHICAGO-CORPORATE SEAL thereon. Such seal or a
facsimile thereof may be affixed to or printed on any instrument requiring the
same and attested by the Chief Financial Officer, the Cashier, the Secretary,
any Assistant Secretary, any Trust Officer, or any other officer thereunto
designated by the Board.
ARTICLE XI
TRUST DEPARTMENT
SECTION 1. EXERCISE OF FIDUCIARY POWERS. All fiduciary powers of the Bank
shall be exercised through the trust department, subject to all applicable laws
and governmental regulations. The Bank shall maintain separate books and records
for the trust department that are distinct from the other books and records of
the Bank.
SECTION 2. CHIEF TRUST OFFICER. All operations and fiduciary activities of the
trust department shall be the responsibility of the Chief Trust Officer, subject
to the powers and duties of the Board, the Committees appointed by the Board,
the Chairman of the Board, the President, and any Executive Vice President. The
Board may appoint one or more Vice Presidents and/or Trust Officers in addition
to the Chief Trust Officer to administer said trust department, who shall have
such powers and perform such duties as may be prescribed by these By-laws or as
may be delegated to them by the Chief Trust Officer, the Board, the Chairman of
the Board, the President, or any Executive Vice President.
SECTION 3. EXECUTION OF INSTRUMENTS. Any Trust Officer or above, the
Secretary, any Assistant Secretary, the Cashier, the Chief Financial Officer, or
any other officer or person appointed by the Chairman of the Board or the
President or their designate, for that purpose, or for the purpose of appointing
vault custodians may sign, execute, acknowledge, deliver and accept on behalf of
the Bank all checks against any trust department account or accounts and all
agreements, indentures, mortgages, deeds, conveyances, releases, transfers,
assignments, certificates, declarations, receipts, discharges, satisfactions,
settlements, petitions, schedules, accounts, affidavits, bonds, undertakings and
other instruments or documents in connection with the exercise of any of the
fiduciary powers of the Bank in the ordinary course of business of the trust
department.
SECTION 4. AUTHENTICATION OF INSTRUMENTS. All authentication or certificates
by the Bank as trustee under any mortgage, deed of trust or other instrument
securing bonds, notes, debentures or other obligations of any person or
corporation, and all certificates as registrar or
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transfer agent, and all certificates of deposit for stocks, bonds, or other
securities, and interim and trust certificates may be signed or countersigned on
behalf of the Bank by any of the officers designated in the preceding Section
hereof or by any other person appointed by the Chairman of the Board or the
President or their designate and when so signed shall be binding on the Bank as
the valid act of the Bank.
SECTION 5. VOTING. The vote of this Bank as stockholder in any corporation in
which it may hold capital stocks trustee or other fiduciary capacity may be cast
at the stockholders' meetings of such corporation by any Trust Officer or above,
the Secretary, any Assistant Secretary, in person or by some person authorized
by written proxy signed by one of said officers; provided, however, that such
proxy if given to any person not an officer or director of this Bank shall be
limited to a single meeting and shall either be limited to voting for trustees
or directors or shall direct how such proxy holder shall vote. The above
provision, however, shall not apply to stock held by this Bank under a written
agreement which expressly provides for the giving of proxies. Whenever this Bank
has been or may be appointed attorney in fact with power of substitution in and
about the transfer of shares of capital stock of any corporation, any Second
Vice President or above may substitute by proper written instrument an attorney
in fact to act in the place and stead of this Bank in and about such transfer.
ARTICLE XII
AMENDMENTS OF BY-LAWS
The Board may amend these By-laws in any respect to the extent permitted at law
at any regular or special meeting of the Board or shareholders duly called for
that purpose, by a vote of a majority of the Board or a majority of the
shareholders.
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EXHIBIT 6
CONSENT OF TRUST UNDER SECTION 321(b) OF THE
TRUST INDENTURE ACT OF 1939
The American National Bank and Trust Company of Chicago hereby
consents that reports of examination of said bank by Federal, State, Territorial
or District authorities may be furnished by such authorities to the Securities
and Exchange Commission upon its request therefor.
Such reports shall be used for the purposes and subject to the
limitations and conditions set forth in Section 321(b) of the Trust Indenture
Act of 1939.
Dated: June 2, 1998
AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO
By: /s/ Anjali Gottreich
--------------------------
Its: Assistant Vice President
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