EX-25.1 6 a2194497zex-25_1.htm EXHIBIT 25.1

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

 

(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)

 

Minnesota

 

54-1163725

(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)

 

 

Senior Debt Securities

(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 14th day of September, 2009.

 

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

 

 

 

 

/s/ Jayne Sillman

 

Jayne Sillman

 

Vice President

 


 

EXHIBIT 6

 

September 14, 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/ Jayne Sillman

 

Jayne Sillman

 

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 June 30, 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

 

 

 

$

11,493

 

Interest-bearing balances

 

 

 

1,906

 

Securities:

 

 

 

 

 

Held-to-maturity securities

 

 

 

0

 

Available-for-sale securities

 

 

 

104,426

 

Federal funds sold and securities purchased under agreements to resell:

 

 

 

 

 

Federal funds sold in domestic offices

 

 

 

255

 

Securities purchased under agreements to resell

 

 

 

1,553

 

Loans and lease financing receivables:

 

 

 

 

 

Loans and leases held for sale

 

 

 

32,219

 

Loans and leases, net of unearned income

 

328,138

 

 

 

LESS: Allowance for loan and lease losses

 

9,887

 

 

 

Loans and leases, net of unearned income and allowance

 

 

 

318,251

 

Trading Assets

 

 

 

9,021

 

Premises and fixed assets (including capitalized leases)

 

 

 

4,256

 

Other real estate owned

 

 

 

1,398

 

Investments in unconsolidated subsidiaries and associated companies

 

 

 

428

 

Direct and indirect investments in real estate ventures

 

 

 

62

 

Intangible assets

 

 

 

 

 

Goodwill

 

 

 

11,487

 

Other intangible assets

 

 

 

16,326

 

Other assets

 

 

 

26,540

 

 

 

 

 

 

 

Total assets

 

 

 

$

539,621

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Deposits:

 

 

 

 

 

In domestic offices

 

 

 

$

325,417

 

Noninterest-bearing

 

80,231

 

 

 

Interest-bearing

 

245,186

 

 

 

In foreign offices, Edge and Agreement subsidiaries, and IBFs

 

 

 

77,411

 

Noninterest-bearing

 

1,201

 

 

 

Interest-bearing

 

76,210

 

 

 

Federal funds purchased and securities sold under agreements to repurchase:

 

 

 

 

 

Federal funds purchased in domestic offices

 

 

 

10,243

 

Securities sold under agreements to repurchase

 

 

 

4,293

 

 


 

 

 

 

 

Dollar Amounts

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

Trading liabilities

 

 

 

5,930

 

Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)

 

 

 

23,653

 

Subordinated notes and debentures

 

 

 

15,714

 

Other liabilities

 

 

 

27,200

 

 

 

 

 

 

 

Total liabilities

 

 

 

$

489,861

 

 

 

 

 

 

 

EQUITY CAPITAL

 

 

 

 

 

Perpetual preferred stock and related surplus

 

 

 

0

 

Common stock

 

 

 

520

 

Surplus (exclude all surplus related to preferred stock)

 

 

 

30,594

 

Retained earnings

 

 

 

19,594

 

Accumulated other comprehensive income

 

 

 

(1,133

)

Other equity capital components

 

 

 

0

 

 

 

 

 

 

 

Total bank equity capital

 

 

 

49,575

 

Noncontrolling (minority) interests in consolidated subsidiaries

 

 

 

185

 

 

 

 

 

 

 

Total equity capital

 

 

 

49,760

 

 

 

 

 

 

 

Total liabilities, and equity capital

 

 

 

$

539,621

 

 

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.

 

John Stumpf

Directors

Carrie Tolstedt

 

 

Michael Loughlin