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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
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)o
U.S. BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
31-0841368
(I.R.S. Employer Identification No.)
800 Nicollet Mall Minneapolis, Minnesota (Address of principal executive offices) | 55402 (Zip Code) |
Jack Ellerin
U.S. Bank National Association
1349 West Peachtree Street
Suite 1050
Atlanta, Georgia 30309
(404) 898-8830
(Name, address and telephone number of agent for service)
Oglethorpe Power Corporation
(An Electric Membership Corporation)
(Exact name of obligor as specified in its charter)
Georgia (State or other jurisdiction of incorporation or organization) | 58-1211925 (I.R.S. Employer Identification No.) | |
2100 East Exchange Place Tucker, Georgia (Address of principal executive offices) | 30084-5336 (Zip Code) |
6.10% First Mortgage Bonds, Series 2009 A due 2019
(Title of the indenture securities)
- (a)
- Name and address of each examining or supervising authority to which it is subject.
Furnish the following information as to the trustee:
- (b)
- Whether it is authorized to exercise corporate trust powers.
Comptroller of the Currency
Washington, D.C.
Federal Deposit Insurance Company
Washington, D.C.
The Board of Governors of the Federal Reserve System
Washington, D.C.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Items 3.–15. Items 3–15 are not applicable because the obligor is not in default under any indenture under which U.S. Bank National Association (the "Trustee") acts as trustee.
- 1.
- A copy of the articles of association of the Trustee as now in effect. (Exhibit 25.1 to Amendment No. 2 to Form S-4, Registration Number 333-128217, filed by Revlon Consumer Products Corp.)
- 2.
- A copy of the certificate of authority of the Trustee to commence business, is contained in the articles of association referred to in Paragraph 1 above.
- 3.
- A copy of the authorization of the Trustee to exercise corporate trust powers. (Exhibit 25.1 to Form S-3ASR, Registration Number 333-155592, filed by ONEOK, Inc.)
- 4.
- A copy of the existing by-laws of the Trustee as now in effect. (Exhibit 25.1 to Form S-4, Registration Number 333-145601, filed by iPCS, Inc.)
- 5.
- A copy of each indenture referred to in Item 4, if the obligor is in default.
- 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 as of the close of business on December 31, 2008, attached as Exhibit 7.
List below all exhibits filed as a part of this statement of eligibility; provided that exhibits identified in parentheses are filed with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and 17 C.F.R. 229.10(d).
Not Applicable.
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, U.S. 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta, State of Georgia, on the 11th day of May, 2009.
U.S. BANK NATIONAL ASSOCIATION | ||||
By: | /s/ JACK ELLERIN | |||
Jack Ellerin |
3
Exhibit 6
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION, hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: May 11, 2009
U.S. BANK NATIONAL ASSOCIATION | ||||
By: | /s/ JACK ELLERIN Jack Ellerin Vice President |
1
Exhibit 7
REPORT OF CONDITION
(ATTACHED)
2
U.S. Bank National Association 425 Walnut Street Cincinnati, Ohio FDIC Certificate Number: 6548 | FFIEC 031 Consolidated Report of Condition for December 31, 2008 |
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 2008
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the quarter.
Schedule RC—Balance Sheet | C400 |
Dollar Amounts in Thousands | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
ASSETS | ||||||||||
1. | Cash and balances due from depository institutions (from Schedule RC-A): | RCFD | ||||||||
a. Non-interest bearing balances and currency and coin | 0081 | 6,858,463 | 1.a | |||||||
b. Interest-bearing balances | 0071 | 1,219,101 | 1.b | |||||||
2. | Securities: | |||||||||
a. Held-to-maturity securities (from Schedule RC-B, column A) | 1754 | 53,156 | 2.a | |||||||
b. Available-for-sale securities (from Schedule RC-B, column D) | 1773 | 37,401,955 | 2.b | |||||||
3. | Federal funds sold and securities purchased under agreements to resell: | RCON | ||||||||
a. Federal funds sold in domestic offices | B987 | 3,290,350 | 3.a | |||||||
RCFD | ||||||||||
b. Securities purchased under agreements to resell | B989 | 0 | 3.b | |||||||
4. | Loans and lease financing receivables (from Schedule RC-C): | |||||||||
a. Loans and leases held for sale | 5369 | 3,208,281 | 4.a | |||||||
b. Loans and leases, net of unearned income | B528 | 180,552,323 | 4.b | |||||||
c. Allowance for loan and lease losses | 3123 | 3,323,564 | 4.c | |||||||
d. Loans and leases, net of unearned income and allowance | B529 | 177,228,759 | ||||||||
5. | Trading assets (from Schedule RC-D) | 3545 | 1,980,567 | 5 | ||||||
6. | Premises and fixed assets (including capitalized leases) | 2145 | 1,760,596 | 6 | ||||||
7. | Other real estate owned (from Schedule RC-M) | 2150 | 667,873 | 7 | ||||||
8. | Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) | 2130 | 113,510 | 8 | ||||||
9. | Not applicable | 2155 | N/A | 9 | ||||||
10. | Intangible assets: | 10 | ||||||||
a. Goodwill | 3163 | 8,558,925 | 10.a | |||||||
b. Other intangible assets (from Schedule RC-M) | 0426 | 3,936,115 | 10.b | |||||||
11. | Other assets (from Schedule RC-F) | 2160 | 15,497,940 | 11 | ||||||
12. | Total assets | 2170 | 261,775,591 | 12 |
3
U.S. Bank National Association 425 Walnut Street Cincinnati, Ohio FDIC Certificate Number: 6548 | FFIEC 031 Consolidated Report of Condition for December 31, 2008 |
Schedule RC—Continued
Dollar Amounts in Thousands | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
13. | Deposits: | RCON | ||||||||
a. In domestic offices: | 2200 | 145,018,465 | 13.a | |||||||
(1) Noninterest-bearing | 6631 | 38,061,240 | 13.a.1 | |||||||
(2) Interest-bearing | 6636 | 106,957,225 | 13.a.2 | |||||||
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) | RCFN 2200 | 26,961,583 | 13.b | |||||||
(1) Noninterest-bearing | 6631 | 0 | 13.b.1 | |||||||
(2) Interest-bearing | 6636 | 26,961,583 | 13.b.2 | |||||||
14. | Federal funds purchased and securities sold under agreements to repurchase: | RCON | ||||||||
a. Federal funds purchased in domestic offices | B993 | 2,369,052 | 14.a | |||||||
RCFD | ||||||||||
b. Securities sold under agreements to repurchase | B995 | 9,492,889 | 14.b | |||||||
15. | Trading liabilities (from Schedule RC-D) | 3548 | 1,919,265 | 15 | ||||||
16. | Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) | 3190 | 39,187,106 | 16 | ||||||
17. | Not applicable | |||||||||
18. | Not applicable | 18 | ||||||||
19. | Subordinated notes and debentures | 3200 | 7,329,967 | 19 | ||||||
20. | Other liabilities (from Schedule RC-G) | 2930 | 6,647,510 | 20 | ||||||
21. | Total liabilities | 2948 | 238,925,837 | 21 | ||||||
22. | Minority interest in consolidated subsidiaries | 3000 | 1,664,422 | 22 | ||||||
23. | Perpetual preferred stock and related surplus | 3838 | 0 | 23 | ||||||
24. | Common stock | 3230 | 18,200 | 24 | ||||||
25. | Surplus (exclude all surplus related to preferred stock) | 3839 | 12,597,620 | 25 | ||||||
26. | Not available | |||||||||
a. Retained earnings | 3632 | 11,428,058 | 26.a | |||||||
b. Accumulated other comprehensive income | B530 | -2,858,546 | 26.b | |||||||
27. | Other equity capital components | A130 | 0 | 27 | ||||||
28. | Total equity capital | 3210 | 21,185,332 | 28 | ||||||
29. | Total liabilities, minority interest, and equity capital | 3300 | 261,775,591 | 29 | ||||||
|
| RCFD 6724 | NR | M.1 |
4
- Item 1. General information.
Item 2. Affiliations with Obligor.
Items 3.–15. Items 3–15 are not applicable because the obligor is not in default under any indenture under which U.S. Bank National Association (the "Trustee") acts as trustee.
Item 16. List of Exhibits.