EX-25 7 dp29485_ex25.htm EXHIBITS 25
Exhibit 25
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)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association
94-1347393
(Jurisdiction of incorporation or
(I.R.S. Employer
organization if not a U.S. national
Identification No.)
bank)
  
   
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)
_____________________________

THE AES CORPORATION
(Exact name of obligor as specified in its charter)

DELAWARE
54-11263725
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
   
4300 Wilson Boulevard, Suite 1100
  
Arlington, Virginia
22203
(Address of principal executive offices)
(Zip code)

_____________________________
7.375% Senior Notes due 2021
(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.

Item15. 
Foreign Trustee.    Not applicable.

Item16. 
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 26th day of March, 2012.


 
WELLS FARGO BANK, NATIONAL ASSOCIATION
  
   
   
/s/ Lynn M. Steiner
  
Lynn M. Steiner
  
Vice President
  
 
 
 
 
 
EXHIBIT 6


March 26, 2012



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.


 
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
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2011, filed in accordance with 12 U.S.C. §161 for National Banks.
 
ASSETS
        
Dollar Amounts
In Millions
  
Cash and balances due from depository institutions:
            
Noninterest-bearing balances and currency and coin
         $ 19,751  
Interest-bearing balances
           23,384  
Securities:
              
Held-to-maturity securities
           0  
Available-for-sale securities
           195,800  
Federal funds sold and securities purchased under agreements to resell:
              
Federal funds sold in domestic offices
           4,151  
Securities purchased under agreements to resell
           23,225  
Loans and lease financing receivables:
              
Loans and leases held for sale
           28,417  
Loans and leases, net of unearned income
     711,276          
LESS: Allowance for loan and lease losses
     16,360          
Loans and leases, net of unearned income and allowance
             694,916  
Trading Assets
             56,692  
Premises and fixed assets (including capitalized leases)
             7,977  
Other real estate owned
             4,485  
Investments in unconsolidated subsidiaries and associated companies
             607  
Direct and indirect investments in real estate ventures
             99  
Intangible assets
                
Goodwill
             21,252  
Other intangible assets
             22,891  
Other assets
             57,843  
Total assets
           $ 1,161,490  
                 
LIABILITIES
                
Deposits:
                
In domestic offices
           $ 832,749  
Noninterest-bearing
     234,375          
Interest-bearing
     598,374          
In foreign offices, Edge and Agreement subsidiaries, and IBFs
             72,904  
Noninterest-bearing
     2,140          
Interest-bearing
     70,764          
Federal funds purchased and securities sold under agreements to repurchase:
                
Federal funds purchased in domestic offices
             2,591  
Securities sold under agreements to repurchase
             13,050  

 
 
 
 
   
Dollar Amounts
In Millions
  
Trading liabilities
     23,460  
Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases)
     39,703  
Subordinated notes and debentures
     18,609  
Other liabilities
     33,933  
Total liabilities
   $ 1,036,999  
         
EQUITY CAPITAL
        
Perpetual preferred stock and related surplus
     0  
Common stock
     519  
Surplus (exclude all surplus related to preferred stock)
     99,326  
Retained earnings
     18,744  
Accumulated other comprehensive income
     4,769  
Other equity capital components
     0  
Total bank equity capital
     123,358  
Noncontrolling (minority) interests in consolidated subsidiaries
     1,133  
Total equity capital
     124,491  
Total liabilities, and equity capital
   $ 1,161,490  

I, Timothy J. Sloan, 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.
 
Timothy J. Sloan
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.
 

John Stumpf
Directors
Carrie Tolstedt
  
Michael Loughlin