EX-25.2 6 y93340exv25w2.htm EX-25.2 exv25w2
Exhibit 25.2
 
 
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)
 
UNION BANK, 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)
General Counsel
Union Bank, National Association
400 California Street
Corporate Trust — 12th Floor
San Francisco, CA 94104
(415) 765-2945
(Name, address and telephone number of agent for service)
Ormat Technologies, Inc.
(Exact Name of Obligor as Specified in the Charter)
     
Delaware   88-0326081
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
6225 Neil Road    
Reno, Nevada   89511
(Address of Principal Executive Offices)   (Zip Code)
Subordinated Debt Securities of Ormat Technologies, Inc.
(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.
Office of the Comptroller of the Currency
Washington, D.C. 20219
  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 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.   Not applicable.
 
  6.   The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939.
 
  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.   Not Applicable
 
  9.   Not Applicable
 
  *   Incorporated by reference to exhibit of the same number to the trustee’s Form T-1 filed as Exhibit 25.1 to Form S-3 Registration No. 333-165578.

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SIGNATURE
     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, Union 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 San Francisco, State of California on the 8th day of November, 2011.
             
    Union Bank, National Association    
 
            
 
  By:   /s/ Douglas J. Schlafer
 
    
 
           Douglas J. Schlafer    
 
           Vice President    

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EXHIBIT 6
CONSENT OF THE TRUSTEE
REQUIRED BY SECTION 321(b) OF THE ACT
November 8, 2011
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the proposed issuance of Subordinated Debt Securities of Ormat Technologies, Inc, 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, N.A.
         
By:
  /s/ Douglas J. Schlafer
 
    
 
  Douglas J. Schlafer    
 
  Vice President    

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Exhibit 7
Page 1
Consolidated Report of Condition of
UnionBanCal Corporation and Subsidiaries
of San Francisco in the State of California, at the close of business June 30, 2011, published in response to call made by the Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter 21541
         
    Dollar Amounts  
    In Millions  
ASSETS
        
Cash and due from banks
   $ 1,233  
Interest bearing deposits in banks (includes $24 at June 30, 2011 related to consolidated variable interest entities (VIEs))
     2,477  
Federal funds sold and securities purchased under resale agreements
     78  
 
      
Total cash and cash equivalents
     3,788  
Trading account assets:
        
Pledged as collateral
     1  
Held in portfolio
     897  
Securites available for sale:
        
Pledged as collateral
     340  
Held in portfolio
     17,758  
Securities held to maturity (Fair value: June 30, 2011, $1,610)
     1,332  
Loans:
        
Loans, excluding Federal Deposit Insurance Corporation (FDIC) covered loans
     47,718  
FDIC covered loans
     1,249  
 
      
Total loans held for investment
     48,967  
Allowance for loan losses
     (826 )
 
      
Loans net
     48,141  
Premises and equipment, net
     686  
Intangible assets
     407  
Goodwill
     2,447  
FDIC indemnification asset
     650  
Other assets (includes $272 at June 30, 2011 related to consolidated VIEs)
     3,646  
 
      
Total assets
   $ 80,093  
 
      
 
        
LIABILITIES
        
Deposits:
        
Noninterest bearing
   $ 17,708  
Interest-bearing
     39,473  
 
      
Total deposits
     57,181  
Commercial paper and other short-term borrowings
     2,838  
Long-term debt (includes $8 at June 30, 2011 related to consolidated VIEs)
     7,069  
Trading account liabilities
     730  

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    Dollar Amounts  
    In Millions  
Other liabilities (includes $2 at June 30, 2011 related to consolidated VIEs)
     1,338  
 
      
Total liabilities
     69,156  
 
      
Commitments, contingencies and guarantees — See Note 13
        
 
        
EQUITY
        
UNBC Stockholder’s Equity:
        
Preferred stock:
        
Authorized 5,000,000 shares; no shares issed of outstanding
     —  
Common stock, par value $1 per share:
        
Authorized 300,000,000 shares; 136,330,829 shares issued
     136  
Additional paid-in capital
     5,199  
Retained earnings
     5,945  
Accumulated other comprehensive loss
     (613 )
 
      
Total UNBC stockholder’s equity
     10,667  
Noncontrolling interests
    270  
 
      
 
        
Total equity
     10,937  
 
      
Total liabilities and equity
   $ 80,093  
 
      

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