EX-25.1 5 dex251.htm STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939

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

 

 

x CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE

PURSUANT TO SECTION 305(b) (2)

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

A National Banking Association   94-1347393

(Jurisdiction of incorporation or

organization if not a U.S. national bank)

  

(I.R.S. Employer

Identification No.)

 

101 North Phillips Avenue

Sioux Falls, South Dakota

   57104
(Address of principal executive offices)   (Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

 

 

HEADWATERS INCORPORATED

(Exact name of obligor as specified in its charter)

 

Delaware   87-0547337

State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

10653 South River Front Parkway, Suite 300

South Jordan, UT 84095

(Address of principal executive offices)

 

 

14.75% Convertible Senior Subordinated Notes due 2014

(Title of the indenture securities)

 

 

 

Item 1. General Information. Furnish the following information as to the trustee:

 

  (a)

Name and address of each examining or supervising authority to which it is subject.

 

      

Comptroller of the Currency

      

Treasury Department

      

Washington, D.C.

 

      

Federal Deposit Insurance Corporation

      

Washington, D.C.

 

      

Federal Reserve Bank of San Francisco

      

San Francisco, California 94120

 

  (b)

Whether it is authorized to exercise corporate trust powers.

 

      

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

 

      

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

 

     Exhibit 1.    A copy of the Articles of Association of the trustee now in effect.*
     Exhibit 2.    A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
     Exhibit 3.    See Exhibit 2
     Exhibit 4.    Copy of By-laws of the trustee as now in effect.***
     Exhibit 5.    Not applicable.
     Exhibit 6.    The consent of the trustee required by Section 321(b) of the Act.
     Exhibit 7.    A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
     Exhibit 8.    Not applicable.
     Exhibit 9.    Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 28th day of May, 2009.

 

WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Lynn M. Steiner
Lynn M. Steiner
Vice President

EXHIBIT 6

May 28, 2009

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

 

Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Lynn M. Steiner
Lynn M. Steiner
Vice President

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business March 31, 2009, filed in accordance with 12 U.S.C. §161 for National Banks.

 

     Dollar Amounts
In Millions

ASSETS

   

Cash and balances due from depository institutions:

   

Noninterest-bearing balances and currency and coin

    $ 12,028

Interest-bearing balances

      10,631

Securities:

   

Held-to-maturity securities

      0

Available-for-sale securities

      102,802

Federal funds sold and securities purchased under agreements to resell:

   

Federal funds sold in domestic offices

      7,380

Securities purchased under agreements to resell

      1,122

Loans and lease financing receivables:

   

Loans and leases held for sale

      28,411

Loans and leases, net of unearned income

      332,448

LESS: Allowance for loan and lease losses

      10,240

Loans and leases, net of unearned income and allowance

      322,208

Trading Assets

      11,401

Premises and fixed assets (including capitalized leases)

      4,281

Other real estate owned

      1,172

Investments in unconsolidated subsidiaries and associated companies

      438

Intangible assets

   

Goodwill

      11,381

Other intangible assets

      13,099

Other assets

      25,816
      
  

Total assets

    $ 552,170
      
  

LIABILITIES

   

Deposits:

   

In domestic offices

    $ 316,654

Noninterest-bearing

      76,832

Interest-bearing

      239,822

In foreign offices, Edge and Agreement subsidiaries, and IBFs

      55,774

Noninterest-bearing

      1,002

Interest-bearing

      54,772

Federal funds purchased and securities sold under agreements to repurchase:

   

Federal funds purchased in domestic offices

      32,172

Securities sold under agreements to repurchase

      13,234

 

     Dollar Amounts
In Millions		  

Trading liabilities

      7,432  

Other borrowed money

   

(includes mortgage indebtedness and obligations under capitalized leases)

      46,503  

Subordinated notes and debentures

      16,011  

Other liabilities

      19,122  
        

Total liabilities

    $ 506,902  

EQUITY CAPITAL

   

Perpetual preferred stock and related surplus

      0  

Common stock

      520  

Surplus (exclude all surplus related to preferred stock)

      29,112  

Retained earnings

      17,471  

Accumulated other comprehensive income

      (2,007 )

Other equity capital components

      0  
        

Total equity capital

      45,096  

Noncontrolling (minority) interests in consolidated subsidiaries

      172  
        

Total equity capital

      45,268  
        

Total liabilities, minority interest, and equity capital

    $ 552,170  
        

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Howard I. Atkins

EVP & CFO    

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Dave Hoyt

John Stumpf                                             Directors

Carrie Tolstedt

 

     Dollar Amounts
In Millions

Trading liabilities

      8,921

Other borrowed money

   

(includes mortgage indebtedness and obligations under capitalized leases)

      70,870

Subordinated notes and debentures

      11,059

Other liabilities

      15,330
      

Total liabilities

    $ 470,410

Minority interest in consolidated subsidiaries

      161  

EQUITY CAPITAL

   

Perpetual preferred stock and related surplus

      0  

Common stock

      520  

Surplus (exclude all surplus related to preferred stock)

      27,993  

Retained earnings

      17,428  

Accumulated other comprehensive income

      (1,659 )

Other equity capital components

      0  
        

Total equity capital

      44,282  
        

Total liabilities, minority interest, and equity capital

    $ 514,853  
        

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Howard I. Atkins

EVP & CFO    

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Michael Loughlin

John Stumpf                                             Directors

Carrie Tolstedt