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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
---- SECTION 305(b) (2)
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A U.S. NATIONAL BANKING ASSOCIATION 41-1592157
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)
SIXTH STREET AND MARQUETTE AVENUE
Minneapolis, Minnesota 55479
(Address of principal executive offices) (Zip code)
Stanley S. Stroup, General Counsel
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234
(Agent for Service)
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NRG ENERGY, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 41-1724239
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1221 NICOLLET MALL
SUITE 300
MINNEAPOLIS, MINNESOTA 55403
(Address of principal executive offices) (Zip code)
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8.25% SENIOR NOTES DUE 2010
(Title of the indenture securities)
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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.
Federal Deposit Insurance Corporation
Washington, D.C.
The Board of Governors of the Federal Reserve System
Washington, D.C.
(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. Norwest Bank
incorporates by reference into this Form T-1
the exhibits attached hereto.
Exhibit 1. a. A copy of the Articles of Association of the
trustee now in effect.***
Exhibit 2. a. A copy of the certificate of authority of
the trustee to commence business issued June
28, 1872, by the Comptroller of the Currency
to The Northwestern National Bank of
Minneapolis.*
b. A copy of the certificate of the Comptroller
of the Currency dated January 2, 1934,
approving the consolidation of The
Northwestern National Bank of Minneapolis
and The Minnesota Loan and Trust Company of
Minneapolis, with the surviving entity being
titled Northwestern National Bank and Trust
Company of Minneapolis.*
c. A copy of the certificate of the Acting
Comptroller of the Currency dated January
12, 1943, as to change of corporate title of
Northwestern National Bank and Trust Company
of Minneapolis to Northwestern National Bank
of Minneapolis.*
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d. A copy of the letter dated May 12, 1983 from
the Regional Counsel, Comptroller of the
Currency, acknowledging receipt of notice of
name change effective May 1, 1983 from
Northwestern National Bank of Minneapolis to
Norwest Bank Minneapolis, National
Association.*
e. A copy of the letter dated January 4, 1988
from the Administrator of National Banks for
the Comptroller of the Currency certifying
approval of consolidation and merger
effective January 1, 1988 of Norwest Bank
Minneapolis, National Association with
various other banks under the title of
"Norwest Bank Minnesota, National
Association."*
f. A copy of the letter dated July 10, 2000
from the Administrator of National Banks for
the Comptroller of the Currency certifying
approval of consolidation effective July 8,
2000 of Norwest Bank Minnesota, National
Association with various other banks under
the title of "Wells Fargo Bank Minnesota,
National Association."
Exhibit 3. A copy of the authorization of the trustee to
exercise corporate trust powers issued January 2,
1934, by the Federal Reserve Board.*
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 exhibit number 25 filed with
registration statement number 33-66026.
** Incorporated by reference to exhibit number 25 filed with
registration statement number 333-38528
*** Incorporated by reference to exhibit T3G filed with registration
statement number 022-22473
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wells Fargo Bank Minnesota, 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 7th day of September 2000.
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
/s/ Jane Y. Schweiger
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Jane Y. Schweiger
Corporate Trust Officer
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EXHIBIT 2f
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[LOGO]
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Comptroller of the Currency
Administrator of National Banks
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Large Bank Licensing, MS 3-8
250 E Street. S.W.
Washington, DC 20219
July 10, 2000
Mr. James E. Hanson
Manager
Wells Fargo & Company
Sixth & Marquette - N9305-152
Minneapolis, Minnesota 55479
Dear Mr. Hanson:
This letter is the official certification of the Comptroller of the Currency
(OCC) of the consolidation of Norwest Bank Minnesota North, National
Association, Duluth, Minnesota, Charter Nr. 3626, and Norwest Bank Minnesota
South, National Association, Rochester, Minnesota, Charter Nr. 2088, with
Norwest Bank Minnesota, National Association, Minneapolis, Minnesota, Charter
Nr. 2006 under the charter of Norwest Bank Minnesota, National Association,
Minneapolis, Minnesota, Charter Nr. 2006 and with the resulting title of Wells
Fargo Bank Minnesota, National Association, effective July 8, 2000.
This letter is also the official authorization given to Wells Fargo Bank
Minnesota, N.A., Charter Nr. 2006, to operate the former head offices of Norwest
Bank Minnesota North, N.A. and Norwest Bank Minnesota South, N.A. as branches at
the following locations:
Popular Name: Duluth Main Office
Branch Number: l18525A
Address: 230 West Superior Street
Duluth, Minnesota
Popular Name: Rochester Main Office
Branch Number: l18526A
Address: 2 l First Street Southwest
Rochester, Minnesota
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Branch authorizations previously granted to the consolidating banks
automatically convey to Wells Fargo Bank Minnesota, N.A., the resulting bank,
and will not be reissued. Please furnish a copy of this certificate to personnel
responsible for branch administration.
Certification of Consolidation
Wells Fargo Bank Minnesota, N.A./Norwest Bank Minnesota North, N.A and Norwest
Bank Minnesota South, N.A.
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The QCC also authorizes the resulting bank, should the consolidation occur
between Call Report dates, to recalculate its legal lending limit. The new
lending limit should be calculated by using data from the last Call Report of
the individual banks filed prior to consummating the consolidation, as adjusted
for the combination. The resulting bank will then file a new Call Report and
begin calculating its legal lending limit according to 12 C.F.R. 32.4(a) at the
end of the quarter following consummation of the consolidation.
In the event of questions, please contact Licensing Analyst Abel Reyna at (202)
874-5060 or by e-mail at: [email protected].
Sincerely,
[SEAL]
/s/ Richard T. Erb
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Richard T. Erb
Licensing Manager
Control Nr. 2000-ML-02-0015
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EXHIBIT 6
September 7, 2000
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 MINNESOTA,
NATIONAL ASSOCIATION
/s/ Jane Y. Schweiger
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Jane Y. Schweiger
Corporate Trust Officer
