EX-25.1 6 a2125610zex-25_1.htm EXHIBIT 25.1

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

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)

 
    
Not Applicable
(Jurisdiction of incorporation or organization if not a U.S. national bank)		   94-1347393
(I.R.S. Employer Identification No.)

420 Montgomery Street
San Francisco, CA
(Address of principal executive offices)
 
94163
(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-172
Sixth and Marquette, 17th Floor
Minneapolis, MN 55479
(agent for services)

FIRST REGIONAL BANCORP
(Exact name of obligor as specified in its charter)

 
    
CALIFORNIA
(State or other jurisdiction of incorporation or organization)		   95-3582843
(I.R.S. Employer Identification No.)

1801 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA
(Address of principal executive offices)
 
90067
(Zip code)

6% CONVERTIBLE SUBORNIDATED DEBENTURES DUE 2023
(Title of the indenture securities)

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,
        Treasury Department
        Washington, D.C. 20230

        Federal Deposit Insurance Corporation
        Washington, D.C. 20429

        Federal Reserve Bank of San Francisco
        San Francisco, CA 94120

            (b)   Whether it is authorized to exercise corporate trust powers.

        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. Wells Fargo Bank incorporates by reference into this Form T-1 exhibits attached hereto.

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 for Wells Fargo Bank, National Association, dated November 28, 2001. *

Exhibit 3.
 
A copy of the authorization of the trustee to exercise corporate trust powers. A copy of the Comptroller of the Currency Certificate of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank, National Association, dated November 28, 2001. *

Exhibit 4.
 
Copy of By-laws of the trustee as now in effect. *

Exhibit 5.
 
Not applicable.

Exhibit 6.
 
The consents of United States institutional trustees required by Section 321(b) of the Act.

Exhibit 7.
 
Attached is 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 exhibit number 25 filed with registration statement number 333-87398.

SIGNATURE

        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 Los Angeles and State of California on the day of 24th of December, 2003.

 
    
    WELLS FARGO BANK, NATIONAL ASSOCIATION

 
 
/s/  JEANIE MAR      
Name: Jeanie Mar
Title: Vice President

Exhibit 6

December 24, 2003

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 thereof.

 
    
    Very truly yours,

 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION

 
 
/s/  JEANIE MAR      
Jeanie Mar
Vice President

Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 420 Montgomery Street, San Francisco, CA 94163
And Foreign and Domestic Subsidiaries,
at the close of business September 30, 2003, filed in accordance with 12 U.S.C. §161 for National Banks.

 
   Dollar Amounts
In Millions
  
ASSETS        
Cash and balances due from depository institutions:        
  Noninterest-bearing balances and currency and coin   $ 8,567  
  Interest-bearing balances     1,428  
Securities:        
  Held-to-maturity securities     0  
  Available-for-sale securities     13,007  
Federal funds sold and securities purchased under agreements to resell:        
  Federal funds sold in domestic offices     176  
  Securities purchased under agreements to resell     58  
Loans and lease financing receivables:        
  Loans and leases held for sale     36,220  
  Loans and leases, net of unearned income     137,569  
  LESS: Allowance for loan and lease losses     1,267  
  Loans and leases, net of unearned income and allowance     136,302  
Trading Assets     6,839  
Premises and fixed assets (including capitalized leases)     1,515  
Other real estate owned     82  
Investments in unconsolidated subsidiaries and associated companies     285  
Customers' liability to this bank on acceptances outstanding     76  
Intangible assets        
  Goodwill     5,379  
  Other intangible assets     6,233  
Other assets     8,209  
   
 

Total assets
 
$
224,376
 
   
 

LIABILITIES
 
 
 
 
Deposits:        
  In domestic offices   $ 121,516  
      Noninterest-bearing     30,651  
      Interest-bearing     90,865  
  In foreign offices, Edge and Agreement subsidiaries, and IBFs     17,499  
      Noninterest-bearing     3  
      Interest-bearing     17,496  
Federal funds purchased and securities sold under agreements to repurchase:        
  Federal funds purchased in domestic offices     33,033  
  Securities sold under agreements to repurchase     383  
Trading liabilities     4,855  
Other borrowed money        
  (includes mortgage indebtedness and obligations under capitalized leases)     13,466  
Bank's liability on acceptances executed and outstanding     76  
Subordinated notes and debentures     6,905  
Other liabilities     7,160  
   
 

Total liabilities
 
$
204,893
 
         

Minority interest in consolidated subsidiaries
 
 
41
 

EQUITY CAPITAL
 
 
 
 
Perpetual preferred stock and related surplus     0  
Common stock     520  
Surplus (exclude all surplus related to preferrd stock)     13,289  
Retained earnings     5,811  
Accumulated other comprehensive income     (178 )
Other equity capital components     0  
   
 

Total equity capital
 
 
19,442
 
   
 

Total liabilities, minority interest, and equity capital
 
$
224,376
 
   
 

I, James E. Hanson, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

James E. Hanson
Vice President

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

 
    
Carrie L. Tolstedt
Howard Atkins
Clyde Ostler		  
Directors