================================================================================
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)
-------------------------------------------------------
UNION BANK OF CALIFORNIA, NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
94-0304228
I.R.S. Employer Identification No.
- --------------------------------------------------------------------------------
400 California Street
San Francisco, California 94104
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
- --------------------------------------------------------------------------------
Sonia N. Flores
Union Bank of California, N.A.
475 Sansome Street
Corporate Trust - 12th Floor
San Francisco, CA 94111
(415) 296-6754
(Name, address and telephone number of agent for service)
ORMAT FUNDING CORP.
(Issuer with respect to the Securities)
- --------------------------------------------------------------------------------
Delaware 88-0326081
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
980 Gregg Street
Sparks, Nevada 89431
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
- --------------------------------------------------------------------------------
8 1/4 % Senior Secured Exchange Notes due December 30, 2020
(Title of the Indenture Securities)
================================================================================
FORM T-1
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
Washington, D.C.
b) Whether it is authorized to exercise corporate trust powers.
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
In answering this item, the trustee has relied, in part, upon information
furnished by the obligor and the underwriters, and the trustee disclaims
responsibility for the accuracy or completeness of such information. The
trustee has also examined its own books and records for the purpose of
answering this item.
ITEMS 3-15 Items 3-15 are not applicable because to the best of the Trustee's
knowledge, the obligor is not in default under any Indenture for
which the Trustee acts as Trustee.
ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this
statement of eligibility and qualification.
1. A copy of the Articles of Association of the Trustee.*
2. A copy of the certificate of authority of the Trustee to commence
business.*
3. A copy of the certificate of authority of the Trustee to exercise
corporate trust powers.*
4. A copy of the existing bylaws of the Trustee.*
5. A copy of each Indenture referred to in Item 4. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939. Attached as Exhibit 6.
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. Attached as Exhibit 7.
* Exhibits 1 through 3 are incorporated by reference to T-1 as
presented on S-4 Registration No. 333-103873 filed with the SEC.
NOTE
The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, Union Bank of California, 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 and qualification to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of San Francisco, State of California on the 13th. day of December,
2004.
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Sonia N. Flores
---------------------------------
Vice President
2
EXHIBIT 6
CONSENT OF THE TRUSTEE
REQUIRED BY SECTION 321(b) OF THE ACT
December 13, 2004
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of an indenture for senior indebtedness
between Ormat Funding Corp. (the "Company") and Union Bank of California, N.A.
(the "Trustee"), the undersigned, in accordance with Section 321(b) of the Trust
Indenture Act of 1939, as amended, hereby consents that reports of examinations
of the undersigned by federal, state, territorial, or district authorities
authorized to make such examinations may be furnished by such authorities to the
Securities and Exchange Commission upon request therefor.
Sincerely,
Union Bank of California, N.A.
By: /s/ Sonia N. Flores
------------------------------
Corporate Trust Vice President
Exhibit 7
Page 1
Consolidated Report of Condition of
Union Bank of California, National Association
of San Francisco in the State of California, at the close of business September
30, 2004, published in response to call made by the Comptroller of the Currency,
under Title 12, United States Code, Section 161. Charter 21541
- ---------------------------------------------------------------------------------------
BALANCE SHEET
Dollar Amounts
In Thousands
ASSETS
Cash and balances due from depository institutions:
Non-interest-bearing balances and currency and coin $ 2,229,301
Interest-bearing balances 529,538
Securities:
Held-to-maturity securities 0
Available-for-sale securities 11,992,261
Federal funds sold and securities purchased under agreements to resell:
Fderal funds sold in domestic offices 1,045,275
Securities purchased under agreements to resell 0
Loans and lease financing receivables:
Loans and leases held for sale 144,994
Loans and leases, net of unearned income 27,835,406
LESS: Allowance for loan and lease losses 397,853
Loans and leases, net of unearned income and allowance 27,437,553
Trading assets 310,774
Premises and fixed assets 489,724
Other real estate owned 10,607
Investments in unconsolidated subsidiaries and associated companies 73
Customers' liability to this bank on acceptances outstanding 64,752
Intangible assets:
Goodwill 320,835
Other intangible assets 62,203
Other assets 1,831,747
---------
Total assets 46,469,637
----------
Exhibit 7
Page 2
LIABILITIES
Deposits:
In domestic offices 36,964,924
Noninterest-bearing 19,025,718
Interest-bearing 17,939,206
In foreign offices, Edge and Agreement subsidiaries, and IBFs 3,365,668
Noninterest-bearing 719,578
Interest-bearing 2,646,090
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 525,930
Securities sold under agreements to repurchase 122,934
Trading liabilities 108,545
Other borrowed money 149,576
Bank's liability on acceptances executed and outstanding 64,752
Subordinated notes and debentures 100,000
Other liabilities 901,086
Total liabilities 42,303,415
----------
Minority interest in consolidated subsidiaries 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 604,577
Surplus 1,250,772
Retained earnings 2,331,420
Accumulated other comprehensive income -20,547
Other equity capital components 0
----------
Total equity capital 4,166,222
----------
Total liabilities, minority interest, and equity capital 46,469,637
----------
