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)
------------------------
FIRST TRUST NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
▇▇-▇▇-▇▇▇▇▇
I.R.S. Employer
Identification No.)
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (Zip code)
(Address of principal
executive offices)
------------------------
▇. ▇. ▇▇▇▇▇▇▇
FIRST TRUST NATIONAL ASSOCIATION
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
TELEPHONE (▇▇▇) ▇▇▇-▇▇▇▇
(Name, address, and telephone number of agent for service)
------------------------
INTERNATIONAL LEASE FINANCE
CORPORATION
(Exact name of obligor as specified in its charter)
CALIFORNIA ▇▇-▇▇▇▇▇▇▇
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1999 AVENUE OF THE STARS 90067
39TH FLOOR (Zip code)
LOS ANGELES, CALIFORNIA
(Address of principal executive offices)
DEBT SECURITIES
(Title of Indenture Securities)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2
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.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each such
affiliation.
The obligor is not an affiliate of the trustee.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
Furnish the following information as to each class of voting securities of
the Trustee:
AS OF FEBRUARY 10, 1997
COL. B
COL. A AMOUNT
TITLE OF CLASS OUTSTANDING
------------------------------------------------------------ -------------
Not applicable by virtue of response to Item 13.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
If the Trustee is a Trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:
(A) Title of the securities outstanding under each such other indenture.
Not applicable by virtue of response to Item 13.
(B) A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310(b)(1) of the act
arises as a result of the Trusteeship under any such other indenture, including
a statement as to how the indenture securities will rank as compared with the
securities issued under such other indenture.
Not applicable by virtue of response to Item 13.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
If the Trustee or any of the directors or executive officers of the Trustee
is a director, officer, partner, employee, appointee, or representative of the
obligor or of any underwriter for the obligor, identify each such person having
any such connection and state and nature of each such connection.
Not applicable by virtue of response to Item 13.
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
Furnish the following information as to the voting securities of the
Trustee owned beneficially by the obligor and each director, partner and
executive officer of the obligor.
1
3
AS OF FEBRUARY 10, 1997
COL. A COL. B COL. C COL. D
PERCENTAGE
OF VOTING
SECURITIES
REPRESENTED
BY AMOUNT
TITLE OF AMOUNT OWNED GIVEN IN
NAME OF OWNER CLASS BENEFICIALLY COL. C
------------------------------------------- -------- ------------ -----------
Not applicable by virtue of response to Item 13.
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
Furnish the following information as to the voting securities of the
Trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter.
AS OF FEBRUARY 10, 1997
COL. A COL. B COL. C COL. D
PERCENTAGE
OF VOTING
SECURITIES
REPRESENTED
BY AMOUNT
TITLE OF AMOUNT OWNED GIVEN IN
NAME OF OWNER CLASS BENEFICIALLY COL. C
------------------------------------------- -------- ------------ -----------
Not applicable by virtue of response to Item 13.
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for obligations in default by the
Trustee:
AS OF FEBRUARY 10, 1997
COL. A COL. B COL. C COL. D
WHETHER
THE
SECURITIES
ARE AMOUNT OWNED
VOTING BENEFICIALLY OR HELD PERCENT OF CLASS
OR AS COLLATERAL SECURITY REPRESENTED BY
NONVOTING FOR OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS SECURITIES DEFAULT BY TRUSTEE IN COL. C
------------------------------------ --------- ---------------------- ----------------
Not applicable by virtue of response to Item 13.
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
If the Trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor, furnish
the following information as to each class of securities of such underwriter any
of which are so owned or held by the Trustee.
2
4
AS OF FEBRUARY 10, 1997
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
AS COLLATERAL SECURITY REPRESENTED BY
AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN
NAME OF ISSUER AND TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
----------------------------------- ----------- ---------------------- ----------------
Not applicable by virtue of response to Item 13.
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
If the Trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the Trustee (1) owns 10 percent or more of the voting securities of the obligor
or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the
following information as to the voting securities of such person.
AS OF FEBRUARY 10, 1997
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
AS COLLATERAL SECURITY REPRESENTED BY
AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN
NAME OF ISSUER AND TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
----------------------------------- ----------- ---------------------- ----------------
Not applicable by virtue of response to Item 13.
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
If the Trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
Trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such person
any of which are so owned or held by the Trustee.
AS OF FEBRUARY 10, 1997
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
AS COLLATERAL SECURITY REPRESENTED BY
AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN
NAME OF ISSUER AND TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
----------------------------------- ----------- ---------------------- ----------------
Not applicable by virtue of response to Item 13.
3
5
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
Except as noted in the instructions, if the obligor is indebted to the
Trustee, furnish the following information:
AS OF FEBRUARY 10, 1997
COL. A COL. B COL. C
NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
---------------------------------------------- ------------------ ----------
Not applicable by virtue of response to Item 13.
ITEM 13. DEFAULTS BY THE OBLIGOR.
(A) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.
There is not nor has there been a default with respect to the securities
under this indenture.
(B) If the Trustee is a Trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
There is not nor has there been a default with respect to the securities
under this indenture. The trustee is not a trustee under another indenture under
which securities are outstanding.
14. AFFILIATIONS WITH THE UNDERWRITERS.
If any underwriter is an affiliate of the Trustees, describe each such
affiliation.
Not applicable by virtue of response to Item 13.
ITEM 15. FOREIGN TRUSTEE.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be qualified
under the act.
Not applicable.
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of eligibility.
1. A copy of the Articles of Association of First Trust National
Association as now in effect, incorporated herein by reference to Exhibit 1 to
T-1; Registration No. 333-19025.
2. A copy of the certificate of authority to commence business,
incorporated herein by reference to Exhibit 2 to T-1; Registration No. 33-64175.
3. A copy of the certificate of authority to exercise corporate trust
powers, incorporated herein by reference to Exhibit 3 to T-1; Registration No.
33-64175.
4. A copy of the existing By-Laws of First Trust National Association as
now in effect, incorporated herein by reference to Exhibit 4 to T-1;
Registration No. 33-64175.
5. Not applicable by virtue of response to Item 13.
4
6
6. The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939, incorporated herein by reference to Exhibit 6 to T-1;
Registration No. 33-64175.
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,
filed herewith.
8. Not applicable.
9. Not applicable.
5
7
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, First Trust 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 Chicago, and State of
Illinois, as of the 10th day of February, 1997.
FIRST TRUST NATIONAL ASSOCIATION
By: /s/ ▇.▇. ▇▇▇▇▇▇▇
------------------------------------
▇.▇. ▇▇▇▇▇▇▇
Vice President and
Assistant Secretary
6
8
EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVING BANKS FOR SEPTEMBER 30, 1996
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
ASSETS
RCON C200 (LESS THAN)
---- ------- -----------
DOLLAR AMOUNT IN
THOUSANDS
1. Cash and balances due from depository institutions (from
Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1)....... 0081 75,779 1.a
b. Interest-bearing balances(2)................................ 0071 0 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-8, column
A)............................................................. 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-8, column
D)............................................................. 1773 3,231 2.b
3. Federal funds sold and securities purchased under agreements to
resell:
a. Federal funds sold.......................................... 0276 0 3.a
b. Securities purchased under agreements to resell............. 0277 0 3.b
4. Loans and Lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C).......................................................... 2122 0 4.a
b. LESS: Allowance for loan and lease losses................... 3123 0 4.b
c. LESS: Allocated transfer risk reserve....................... 3128 0 4.c
d. Loans and leases, net of unearned income, allowances, and
reserve (item 4.a minus 4.b and 4.c)........................... 2125 0 4.d
5. Trading assets................................................. 3545 0 5.
6. Premises and fixed assets (including capitalized leases)....... 2145 112 6.
7. Other real estate owned (from Schedule RC-M)................... 2150 0 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)................................. 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding... 2155 0 9.
10. Intangible assets (from Schedule RC-M)......................... 2143 26,407 10.
11. Other assets (from Schedule RC-F).............................. 2160 2,692 11.
12. Total assets (sum of items 1 through 11)....................... 2170 108,221 12.
------------------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
FIRST TRUST OF ILLINOIS, N.A.*
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
*Please note. As of midnight, December 31, 1996
First Trust of Illinois, N.A., changed its name to First Trust National
Associaton.
9
RCON C200 (LESS THAN)
---- ------- -----------
DOLLAR AMOUNT IN
THOUSANDS
LIABILITIES
13. Deposits
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E).............................................. 2200 0 13.a
(1) Noninterest-bearing(1)................................... 6631 0 13.a.1
(2) Interest-bearing......................................... 6636 0 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs...........................................................
(1) Noninterest-bearing......................................
(2) Interest-bearing.........................................
14. Federal funds purchased and securities sold under agreements to
repurchase:
a. Federal funds purchased..................................... 0278 0 14.a
b. Securities sold under agreements to repurchase.............. 0279 0 14.b
15. a. Demand notes issued to the U.S. Treasury.................... 2840 0 15.a
b. Trading liabilities......................................... 3548 0 15.b
16. Other borrowed money:
a. With a remaining maturity of one year or less............... 2332 0 16.a
b. With a remaining maturity of more than one year............. 2333 0 16.b
17. Mortgage indebtedness and obligations under capitalized
leases......................................................... 2910 0 17.
18. Bank's liability on acceptances executed and outstanding....... 2920 0 18.
19. Subordinated notes and debentures.............................. 3200 0 19.
20. Other liabilities (from Schedule RC-G)......................... 2930 1,730 20.
21. Total liabilities (sum of items 13 through 20)................. 2948 1,730 21.
22. Limited-life preferred stock and related surplus............... 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.................. 3838 0 23.
24. Common stock................................................... 3230 1,000 24.
25. Surplus (exclude all surplus related to preferred stock)....... 3839 106,712 25.
26. a. Undivided profits and capital reserves...................... 3632 (1,221) 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities..................................................... 8434 0 26.b
27. Cumulative foreign currency translation adjustments............
28. Total equity capital (sum of items 23 through 27).............. 3210 106,491 28.
29. Total liabilities, limited-life preferred stock, and equity
capital
(sum of items 21, 22, and 28).................................. 3300 108,221 29.
MEMORANDUM
To be reported only with the March Report of Condition.
Indicate in the box at the right the number of the statement
below
that best describes the most comprehensive level of auditing
work
performed for the bank by independent external auditors as of
any
date during 1995............................................... 6724 N/A M.1
[ ] Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank.
[ ] Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
[ ] Director's examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
10
[ ] Director's examination of the bank performed by other external auditors
(may be required by state chartering authority)
[ ] Review of the bank's financial statements by external auditors
[ ] Compilation of the bank's financial statements by external auditors
[ ] Other audit procedures (excluding tax preparation work)
[ ] No external audit work
------------------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.