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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
o | 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 (Jurisdiction of incorporation or organization if not a U.S. national bank) | 94-1347393 (I.R.S. Employer Identification No.) | |
101 North Phillips Avenue Sioux Falls, South Dakota (Address of principal executive offices) | 57104 (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)
FOSTER WHEELER LLC1
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 22-3803814 (I.R.S. Employer Identification No.) | |
Perryville Corporate Park Clinton, New Jersey (Address of principal executive offices) | 08809-4000 (Zip code) |
10.359% Senior Secured Notes due 2011, Series A
(Title of the indenture securities)
- (1)
- See Table 1—List of additional obligors
Address of each of the Guarantors listed below isPerryville Corporate Park, Clifton, New Jersey 08809-4000.
| Subsidiary Guarantor | Jurisdiction of Incorporation | I.R.S. Employer Identification Number | |||
---|---|---|---|---|---|---|
1. | Continental Finance Company Ltd. | Bermuda | Not applicable | |||
2. | Energy Holdings, Inc. | Delaware | 32-0100498 | |||
3. | Equipment Consultants, Inc. | Delaware | 22-1899985 | |||
4. | Financial Services S.a.r.l. | Luxembourg | Not applicable | |||
5. | Foster Wheeler Holdings Ltd. | Bermuda | 22-3814170 | |||
6. | Foster Wheeler Asia Limited | Delaware | 22-2428000 | |||
7. | Foster Wheeler Capital & Finance Corporation | Delaware | 22-3486371 | |||
8. | Foster Wheeler Constructors, Inc. | Delaware | 22-2749540 | |||
9. | Foster Wheeler Development Corporation | Delaware | 22-2109044 | |||
10. | FW Energie B.V. | Netherlands | Not applicable | |||
11. | Foster Wheeler Energy Corporation | Delaware | 22-2023682 | |||
12. | Foster Wheeler Energy Manufacturing, Inc. | Delaware | 22-3293071 | |||
13. | Foster Wheeler Energy Services, Inc. | California | 76-0271671 | |||
14. | Foster Wheeler Enviresponse, Inc. | Delaware | 22-2574074 | |||
15. | Foster Wheeler Environmental Corporation | Texas | 75-2512450 | |||
16. | Foster Wheeler Europe Limited | England | Not applicable | |||
17. | Foster Wheeler Facilities Management, Inc. | Delaware | 22-3144074 | |||
18. | Foster Wheeler Inc. | Delaware | 22-3800664 | |||
19. | Foster Wheeler Intercontinental Corporation | Delaware | 13-2884486 | |||
20. | Foster Wheeler International Corporation | Delaware | 13-6152983 | |||
19. | Foster Wheeler International Holdings, Inc. | Delaware | 22-3800663 | |||
20. | Foster Wheeler Ltd. | Bermuda | 22-3802649 | |||
21. | Foster Wheeler Middle East Corporation | Delaware | 22-3229745 | |||
22. | Foster Wheeler North America Corp. | Delaware | 22-3248302 | |||
23. | Foster Wheeler Power Corporation | Delaware | 22-2180356 | |||
24. | Foster Wheeler Power Systems, Inc. | Delaware | 22-2271893 | |||
25. | Foster Wheeler Pyropower, Inc. | New York | 95-3565932 | |||
26. | Foster Wheeler Real Estate Development Corp. | Delaware | 22-2571704 | |||
27. | Foster Wheeler Realty Services, Inc. | Delaware | 22-3800667 | |||
28. | Foster Wheeler USA Corporation | Delaware | 22-2023683 | |||
29. | Foster Wheeler Virgin Islands, Inc. | Delaware | 22-3235076 | |||
30. | Foster Wheeler Zack, Inc. | Delaware | 22-3388258 | |||
31. | FW Hungary Licensing Limited Liability Company | Hungary | 12562895-2-18 | |||
32. | FW Mortshal, Inc. | Delaware | 33-0383026 | |||
33. | HFM International, Inc. | Delaware | 22-2933225 | |||
34. | PGI Holdings, Inc. | Delaware | 32-0100496 | |||
35. | Process Consultants, Inc. | Delaware | 22-1830450 | |||
36. | Pyropower Operating Services Company, Inc. | California | 33-0249382 | |||
37. | Perryville III Trust | New York | Not applicable |
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.
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
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 T-3 dated March 3, 2004 of Trans-Lux Corporation 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 T-3 dated March 3, 2004 of Trans-Lux Corporation 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 T-3 dated March 3, 2004 of Trans-Lux Corporation 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-3 dated August 24, 2004 of Digital River, Inc. file number 333-118519.
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 October 2004.
WELLS FARGO BANK, NATIONAL ASSOCIATION | ||
/S/ JEFFERY T. ROSE Jeffery T. Rose Corporate Trust Officer |
EXHIBIT 6
October 14, 2004
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/ JEFFERY T. ROSE Jeffery T. Rose Corporate Trust Officer |
Table 1
SIGNATURE