Form SEC-1836 Form T-1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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)
(Exact name of trustee as specified in its charter)
(Jurisdiction of incorporation of organization if not a U.S. national bank) (I.R.S. Employer Identification Number)

(Address of principal executive offices)

(Zip Code)

(Name, address and telephone number of agent for service)
(Exact name of obligor as specified in its charter)
(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

(Address of principal executive offices)

(Zip Code)

(Title of the indenture securities)

SEC1836 (01-07)

Potential persons who are to respond to the collection of information contained in
this Form are not required to respond unless the Form displays a currently valid
OMB control number.

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.

(b)

Whether it is authorized to exercise corporate trust powers.

Item 2. Affiliations with the obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
Instructions.
1. The term “affiliate” is defined in Rule 0-2 of the General Rules and Regulations under the
Act. Attention is also directed to Rule 7a-26.
2. Include the name of each such affiliate and the names of all intermediary affiliates, if any.
Indicate the respective percentage of voting securities or other bases of control giving rise to
affiliation.
Item 3. Voting securities of the trustee.
Furnish the following information as to each class of voting securities of the trustee:
As of

(Insert date within 31 days).
Col. A
Title of Class

Col B
Amount Outstanding

Instruction. The term “voting security” is defined in Section 303(16) of the Act.
Item 4. Trusteeships under other indentures.
If the trustee is a trustee under another indenture under which any other securities, or
certificates or interest or participation in any other securities, of the obligor are outstanding,
furnish the following information:
(a)

Title of the securities outstanding under each such other indenture.

(b)

A brief statement of the facts relied upon as a basis for the claim that no conflicting
interest within the meaning of Section 310(b)(1) of the Act arises as a result of the
trusteeship under any such other indenture, including a statement as to how the
indenture securities will rank as compared with the securities issued under such
other indenture.

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Item 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 connection and state the nature of such connection.
Instructions.
1. Notwithstanding General Instruction F, the term “underwriter” as used in this item does not
refer to any person who is not currently engaged in the business of underwriting.
2. The term “employee,” “appointee,” and “representative,” as used in this item, do not include
connections in the capacity of transfer agent, registrant, custodian, paying agent, fiscal agent,
escrow agent, or depositary, or in any other similar capacity or connections in the capacity of
trustee, whether under an indenture or otherwise.
Item 6. Voting securities of the trustee owned by the obligor or its officials.
Furnish the following information as to the voting securities of trustee owned beneficially by
the obligor and each director, partner, and executive officer of the obligor:
As of

(Insert date within 31 days).

Instructions.
1. Names of persons who do not own beneficially any of the securities specified may be
omitted.
2. No information need be given in any case where the amount of voting securities of the
trustee, owned beneficially by the obligor and its directors, partners, and executive officers,
taken as a group, does not exceed 1 percent of the outstanding voting securities of the trustee.
Col. A

Name of Owner

Col. B

Col. C

Col. D

Title of Class

Amount Owned
Beneficially

Percent of Voting
Securities Represented by
Amount given in Col. C

Item 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 such
underwriter:
As of

(Insert date within 31 days).

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Instructions.
1. Instruction 1 to Item 6 shall be applicable to this item.
2. The name of each director, partner, or executive officer required to be given in Column A
shall be set forth under the name of the underwriter of which he is a director, partner, or
executive officer.
3. No information need be given in any case where the amount of voting securities of the trustee
owned beneficially by an underwriter and its directors, partners, and executive officers, taken
as a group, does not exceed 1 percent of the outstanding voting securities of the trustee.
Col. A

Name of Owner

Col. B

Col. C

Col. D

Title of Class

Amount Owned
Beneficially

Percent of Voting
Securities Represented by
Amount given in Col. C

Item 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:
As of

(Insert date within 31 days).

Instructions.
1. As used in this item, the term “securities” includes only such securities as are generally
known as corporate securities, but shall not include any note or other evidence of
indebtedness issued to evidence an obligation to repay monies lent to a person by one or
more banks, trust companies, or banking firms, or any certificate of interest or participation
in any such note or evidence of indebtedness.
2. For the purposes of this item the trustee shall not be deemed the owner of holder of (a) any
security which it holds as collateral security (as trustee or otherwise) for an obligation which
is not in default, or (b) any security which it holds as collateral security under the indenture
to be qualified, irrespective of any default thereunder, or (c) any security which it holds as
agent for collection, or as custodian, escrow agent or depositary, of in any similar
representative capacity.
3. No information will be furnished under this item as to holdings by the trustee of securities
already issued under the indenture to be qualified or securities issued under any other
indenture under which the trustee is also a trustee.
4. No information need be given with respect to any class of securities where the amount of
securities of the class which the trustee owns beneficially or holds as collateral security for
obligations in default does not exceed 1 percent of the outstanding securities of the class.

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Col. A

Col. B

Title of Class

Whether the Securities
Are Voting or
Nonvoting Securities

Col. C
Amount Owned
Beneficially or Held as
Collateral Security for
Obligations in Default

Col. D
Percentage of
Class Represented
by Amount Given
In Col. C

Item 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:
As of
Col. A

Title of Issuer
And Title of Class

(Insert date within 31 days).
Col. B

Amount Outstanding

Col. C
Amount Owned
Beneficially or Hold
as Collateral Security
for Obligations in
Default by Trustee

Col. D
Percentage of Class
Represented by Amount
Given in Col. C

Instruction. Instructions 1, 2, and 4 to Item 8 shall be applicable to this item.
Item 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 securities 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:
As of
Col. A

Title of Issuer
And Title of Class

(Insert date within 31 days).
Col. B

Amount Outstanding

Col. C
Amount Owned
Beneficially or Hold as
Collateral Security for
Obligations in Default
by Trustee

Col. D
Percentage of
Class Represented
by Amount Given
in Col. C

Instruction. Instructions 1, 2, and 4 to Item 8 shall be applicable to this item.
Item 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
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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:
As of

(Insert date within 31 days).

Col. A

Title of Issuer
And Title of Class

Col. B

Amount Outstanding

Col. C
Amount Owned
Beneficially or Hold as
Collateral Security for
Obligations in Default
by Trustee

Col. D
Percentage of
Class Represented
by Amount Given
in Col. C

Instructions 1, 2, and 4 to Item 8 shall be applicable to this item.
Item 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:
As of

(Insert date within 31 days).

Col. A
Nature of Indebtedness

Col. B
Amount Outstanding

Col. C
Date Due

Instructions.
1. No information need be provided as to: (a) the ownership of securities issued under any
indenture, or any security or securities having a maturity of more than one year at the time of
acquisition by the indenture trustee; (b) disbursements made in the ordinary course of
business in the capacity of trustee of an indenture, transfer agent, registrant, custodian,
paying agent, fiscal agent or depositary, or other similar capacity; (c) Indebtedness created as
a result of services rendered or premises rented; or indebtedness created as a result of goods
or securities sole in a cash transaction; (d) the ownership of stock or of other securities of a
corporation organized under Section 25(a) of the Federal Reserve Act, as amended, which is
directly or indirectly a creditor of an obligor upon the indenture securities; or (e) the
ownership of any drafts, bills of exchange, acceptances, or obligations which fall within the
classification of self-liquidating paper.
2. Information should be given as to the general type of indebtedness, such as lines of credit,
commercial paper, long-term notes, mortgages, etc.
Item 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.

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(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.

Item 14. Affiliations with the Underwriters.
If any underwriter is an affiliate of the trustee, describe each such affiliation.
Instruction.
1. The term “affiliate” as defined in Rule 0-2 of the General Rules and Regulations under the
Act. Attention is directed to Rule 7a-26.
2. Include the name of each such affiliate and the names of all intermediate affiliates, if any.
Indicate the respective percentage of voting securities or other bases of control giving rise to
the affiliation.
Item 15. Foreign Trustee.
Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole
trustee under indentures qualified under the Act.
Item 16. List of exhibits.
List below all exhibits filed as a part of this statement of eligibility.
Instruction. Subject to Rule 7a-29 permitting incorporation of exhibits by reference, the
following exhibits are to be filed as a part of the statement of eligibility of the trustee. Such
exhibits shall be appropriately lettered or numbered for convenient reference. Exhibits
incorporated by reference may be referred to by the designation given in the previous filing.
Where exhibits are incorporated by reference the reference shall be made in the list of exhibits
called for under Item 16. If the certificate of authority to commence business (Exhibit 2) and/or
the certificate to exercise corporate trust powers (Exhibit 3) is contained in another exhibit, a
statement to that effect shall be made, identifying the exhibit in which such certificates are
included. If an applicable exhibit is not in English, a translation in English shall also be filed. In
response to Exhibit 7, foreign trustees shall provide financial information sufficient to provide
the information required by Section 310(a)(2) of the Act.
1. A copy of the articles of association of the trustee as now in effect
2. A copy of the certificate of authority of the trustee to commence business, if not contained in
the articles of association.
3. A copy of the authorization of the trustee to exercise corporate trust powers, if such
authorization is not contained in the documents specified in paragraph (1) or (2) above.
4. A copy of the existing bylaws of the trustee, or instruments corresponding thereto.
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5. A copy of each indenture referred to in Item 4, if the obligor is in default.
6. The consents of United States institutional trustees required by Section 321(b) of the Act.
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.
8. A 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.
9. Foreign trustees are required to file a consent to service of process on Form F-X [§269.5 of
this chapter].

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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee,

,

a

[state form of organization] organized and existing under the laws

of

, has duly caused this statement of eligibility to be signed on its

behalf by the undersigned, thereunto duly authorized, all in the City of
State [or other jurisdiction] of
(Year)

, on the

, and
day of

,

.

(Trustee)
By:

(Name and Title)

Instruction. The name of each person signing the statement of eligibility shall be typed or printed
beneath the signature.

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UNITED STATES
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
Securities Act of 1933 File No:
(If application to determine eligibility of trustee for delayed offering pursuant to Section 305(b)(2))

GENERAL INSTRUCTIONS
A.

Rule as to the Use of Form T-1.

Form T-1 shall be used for statements of eligibility of corporations designated to act as trustees
under trust indentures to be qualified pursuant to Sections 305 or 307 of the Trust Indenture Act
of 1939. Form T-1 also shall be used for statements of eligibility of foreign trustees under trust
indentures to be qualified pursuant to Sections 305 or 307, where a prior order has been issued
pursuant to Section 310(a)(1) or 304(d), or the Commission has promulgated a rule under such
sections permitting the trustee to act as a sole trustee under the indenture to be qualified. Finally,
Form T-1 shall be used for applications to determine the eligibility of a trustee pursuant to
Section 305(b)(2) of the Act.
B.

Obligations Deemed to be in Default.

Item 13 requires disclosure of defaults of the obligor on securities issued under indentures
under which the applicant is trustee.
If the obligor is not in default, the applicant is required to provide responses to Items 1, 2 and
16 of Form T-1. In addition, Item 15 would be applicable to foreign trustees. If the obligor is in
default, the applicant must respond to all of the items in Form T-1.
An obligor shall be deemed to be in default upon the occurrence of acts or conditions as
defined in the indenture, but exclusive of any period of grace or requirement of notice.
C.

Application of General Rules and Regulations.

The General Rules and Regulations under the Trust Indenture Act of 1939 are applicable to
statements of eligibility of this Form. Attention is particularly directed to Rules 0-1 and 0-2 as to
the meaning of terms used in the rules and regulations. Attention is also directed to Rule 5a-3
regarding the filing of statements of eligibility and qualification and to Rule 7a-16 regarding the
inclusion of items, the differentiation between items and answers, and the omission of
instructions.

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D.

Scope of Items and Instructions.

The items and instructions require information only as to the trustee, unless the context
clearly shows otherwise.
E.

Calculation of Percentages of Securities.

The percentages of securities required by this Form are to be calculated in accordance with
provisions of Rule 10b-1.
F.

Items Relating to Underwriters.

Wherever any item of the Form requires information with respect to an underwriter for the
obligor, the information is to be given as to every person who, within one year prior to the date
of filing the statement of eligibility and qualification, acted as an underwriter of any security of
the obligor outstanding on the date of filing the statement and as to every proposed principal
underwriter of the securities proposed to be offered. The term “principal underwriter” means an
underwriter in privity of contract with the issuer of the securities as to which he is an
underwriter.
G.

Coordination with Delayed Offering Registration Statement.

When the Form T-1 is used for applications to determine the eligibility of a trustee pursuant
to Section 305(b)(2), the following provisions shall apply:
1. The file number under the Securities Act of 1933 for the delayed offering registration
statements to which the application applies shall be placed in the upper right hand corner of
the cover page of the Form T-1.
2. The description of the indentured securities included under the “Title of Securities” should
specify whether the application relates to a single tranche or to all of the securities registered
pursuant to the delayed offering registration statement.

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