SEC Info - Aep Texas Central Co, et al. - ‘S-3/A’ on 2/27/12

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Aep Texas Central Co, et al. – ‘S-3/A’ on 2/27/12 – ‘EX-25.1’

On: Monday, 2/27/12, at 4:35pm ET · Private-to-Public: Document/Exhibit `¶` – Release Delayed · Accession #: 905148-12-569 · File #s: 333-179092, -01

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/27/12  Aep Texas Central Co              S-3/A¶                15:6.6M                                   Sidley Austin LLP/FA
          AEP Transition Funding III LLC

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Pre-Effective Amendment to Registration Statement   HTML   1.20M 
                          for Securities Offered Pursuant to a                   
                          Transaction                                            
15: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML     23K 
 2: EX-1.1      Underwriting Agreement                              HTML    179K 
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     14K 
 4: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML    201K 
 5: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    619K 
 6: EX-5.1      Opinion re: Legality                                HTML     23K 
 7: EX-8.1      Opinion re: Tax Matters                             HTML     19K 
 8: EX-24.2     Power of Attorney                                   HTML     12K 
 9: EX-25.1     Statement re: Eligibility of Trustee -- Form T-1|2  HTML     51K 
10: EX-99.1     Miscellaneous Exhibit                               HTML    329K 
11: EX-99.2     Miscellaneous Exhibit                               HTML    153K 
12: EX-99.3     Miscellaneous Exhibit                               HTML     56K 
13: EX-99.4     Miscellaneous Exhibit                               HTML     81K 
14: EX-99.5     Miscellaneous Exhibit                               HTML    430K

‘EX-25.1’ — Statement re: Eligibility of Trustee — Form T-1|2

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

C: C: C:

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)

_______________________________________________________

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	55402
(Address of principal executive offices)	(Zip Code)

Melissa A. Rosal

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Chicago, Illinois 60603

(312) 332-7496

(Name, address and telephone number of agent for service)

	AEP TEXAS CENTRAL TRANSITION
AEP TEXAS CENTRAL COMPANY	FUNDING III LLC
(Exact name of Registrant and Sponsor as specified in its charter)	(Exact name of Registrant and Issuing Entity as specified in its charter)

TEXAS	DELAWARE
(State or other jurisdiction of incorporation or organization)	(State or other jurisdiction of incorporation or organization)

76-0830689	45-4223169
(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)

1 RIVERSIDE PLAZA COLUMBUS, OHIO 43215 (614) 716-1000	539 NORTH CARANCAHUA ST, SUITE 1700 CORPUS CHRISTI, TEXAS 78401 (361) 881-5399

Senior Secured Transition

Bonds

(Title of the Indenture Securities)

FORM T-1

Item 1.

GENERAL INFORMATION. Furnish the following information as to the Trustee.

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.

AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Item 3.

Voting securities of the trustee.

Not applicable.

Item 4.

Trusteeships under other indentures.If the trustee is a trustee under another indenture under which any other securities, of certificates or 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.

AEP Texas Central Transition Funding LLC, Series 2002-1 Transition Bonds issued under an indenture dated as of February 7, 2002.

(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.

Amounts received with respect to the Series 2002-1 Transition Bonds and the Senior Secured Transition Bonds are secured by separate pari passu collateral and neither the Series 2002-1 Transition Bonds nor the Senior Secured Transition Bonds will have access to the other bond’s funds, as agreed upon in the amended and restated intercreditor agreement, expected to be dated as of the same date as the Indenture.

Items 5-15

Items 5-15 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.

A copy of the Articles of Association of the Trustee.*

A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

A copy of the existing bylaws of the Trustee.**

A copy of each Indenture referred to in Item 4. Not applicable.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

Report of Condition of the Trustee as of December 31, 2011 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

A copy of any order 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.

Foreign trustees are required to file a consent to serve of process of Form F-X [§269.5 of this chapter]. Not applicable.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, 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 Chicago, State of Illinois on the 17th of February, 2012.



	By:	/s/ *Melissa A. Rosal*
		Melissa A. Rosal
		Vice President

Exhibit 2

Exhibit 3

Exhibit 6

CONSENT

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: February 17, 2012



	By:	/s/ *Melissa A. Rosal*
		Melissa A. Rosal
		Vice President

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2011

($000’s)

	12/31/2011
Assets
Cash and Balances Due From	$	13,960,499
Depository Institutions
Securities		69,485,200
Federal Funds		11,887
Loans & Lease Financing Receivables		204,182,862
Fixed Assets		5,472,961
Intangible Assets		12,446,662
Other Assets		24,910,739
Total Assets	$	330,470,810
Liabilities
Deposits	$	236,091,541
Fed Funds		7,936,151
Treasury Demand Notes		0
Trading Liabilities		377,634
Other Borrowed Money		34,507,710
Acceptances		0
Subordinated Notes and Debentures		5,945,617
Other Liabilities		10,944,902
Total Liabilities	$	295,803,555
Equity
Minority Interest in Subsidiaries	$	1,926,211
Common and Preferred Stock		18,200
Surplus		14,133,323
Undivided Profits		18,589,521
Total Equity Capital	$	34,667,255

Total Liabilities and Equity Capital	$	330,470,810

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-3/A’ Filing	Date	Other Filings

Filed on:	2/27/12	None on these Dates
	2/17/12
	12/31/11
	5/5/10
	11/15/05
	2/7/02
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/28/24  AEP Texas Central Transi… III LLC 10-K       12/31/23   17:487K
 3/29/23  AEP Texas Central Transi… III LLC 10-K       12/31/22   17:506K
 3/25/22  AEP Texas Central Transi… III LLC 10-K       12/31/21   17:439K
 3/26/21  AEP Texas Central Transi… III LLC 10-K       12/31/20   18:425K

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Filing Submission 0000905148-12-000569 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)