Form T-3 For Applications For Qualification Of Indentures Under The Trust Indenture Act (SEC1919) {T-3}

UNITED STATES002 SECURITIES AND EXCHANGE COMMISSION002 Washington, D.C. 20549002 FORM T-3 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES002 UNDER THE TRUST INDENTURE ACT OF 1939002 (Name of applicant) (Address of principal executive offices) Securities to be Issued Under the Indenture to be Qualified Title of Class003Amount Approximate date of proposed public offering: Name and address of agent for service: GENERAL 1.General Information. Furnish the following information as to the applicant:(a)Form of organization.(b)State or other sovereign power under the laws of which organized.Instruction227Item 1(a). Only a statement as to the legal form of organization is required, such as, 223A corporation,222222 223An unincorporated association,222222 223A common law trust,222222 or other appropriate statement. 2.Securities Act exemption applicable. State briefly the facts relied upon by the applicant as a basis for the claim that registration ofthe indenture securities under the Securities Act of 1933 is not required.Instructions227226Item 2. 1.If the exemption provided by section 3(a)(9) of the Securities Act of 1933 is being claimed by the applicant, there should beincluded information as to whether there have been or are to be any sales of securities of the same class by the applicant or by orthrough an underwriter at or about the same time as the transaction for which the exemption is claimed and a statement as to anyconsideration which has been or is to be given, directly or indirectly, to any person in connection with the transaction and the natureof any services rendered or to be rendered, directly or indirectly, for such consideration. A statement should also be included as tothe nature of any cash payment made or to be made by any holder of the outstanding securities.2.If the exemption provided by section 3(a)(10) of the Securities Act of 1933 is being claimed by the applicant, a brief statementshould be given as to the terms and conditions of issuance of the securities to be issued under the indenture to be qualified, includingthe basis of exchange of any such securities offered or to be offered for a consideration other than cash only. The court or other state, territorial or federal authority approving such terms and conditions should be clearly identified and in the case of an authority otherthan a court, the statutory provisions concerning the power to grant such approval should be cited. A brief statement should also bePersons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. American LegalNet, Inc. www.FormsWorkFlow.com given as to the manner in which notice of a right to appear at the hearing on the fairness of the plan before such court or other authority has been or will be given to, all persons to whom it is proposed to issue securities in such exchange. AFFILIATIONS 3. Affiliates. Furnish a list or diagram of all affiliates of the applicant and indicate the respective percentages of voting securities orother bases of control.Instructions227Item 3. 1.Attention is directed to the definition of the term 223affiliate222222 in Reg. 247260.0-2 of the General Rules and Regulations under the Act. The term 223voting security222222 is defined in section 303(16) of the Act. See also Rule 7a-26.2.If the indenture securities are to be issued in connection with, or pursuant to, a plan of acquisition, succession or reorganization, theinformation shall also be given, so far as practicable, as of the status to exist upon consummation of the plan.3.The list or diagram shall be so prepared as to show clearly the relationship of each affiliate to the applicant and to the other affiliates named.4.The name of any foreign affiliate, other than a parent, may be omitted if disclosure would be detrimental to the applicant. TheCommission may, in its discretion, call for justification that such disclosure would be detrimental. The number of such affiliatesomitted pursuant to this instruction should be stated.MANAGEMENT AND CONTROL 4.Directors and executive officers. List the names and complete mailing addresses of all directors and executive officers of theapplicant and all persons chosen to become directors or executive officers. Indicate all offices with the applicant held or to be held byeach person named.Name Address003 Office Instruction227Item 4. Attention is directed to the definition of the terms 223director222222 and 223executive officer222222 in sections 303(5) and 303(6) of the Act. 5.Principal owners of voting securities. Furnish the following information as to each person owning 10 percent or more of thevoting securities of the applicant.As of (Insert date within 31 days) Col. A Col. B Col. C Col. D Name and Complete Title of Percentage of Voting Mailing Address Class Owned Amount Owned Securities Owned Instructions227Item 5. 1.If the indenture securities are to be issued in connection with, or pursuant to a plan of acquisition, succession or reorganization, theinformation shall also be given, so far as practicable, as of the status to exist upon consummation of the plan on the basis of presentholdings and commitments.2.The amount to be set forth in column C as to each person named in column A shall include all securities owned by each such personregardless of the type of ownership. For example, there shall be included (a) the amount owned of record,whether owned benefi-cially or otherwise, and (b) the amount owned beneficially or otherwise but not of record.UNDERWRITERS 6.Underwriters. Give the name and complete mailing address of (a) each person who within three years prior to the date of filing theapplication, acted as an underwriter of any securities of the obligor which were outstanding on the date of filing the application, and (b)each proposed principal underwriter of the securities proposed to be offered. As to each person specifed in (a), give the title of each classof securities underwritten.Instruction227Item 6. See Section 303(4) of the Act for the definition of the term 223underwriter.222222The term 223principal underwriter,222222 as used in this item, means an underwriter in privity of contract with the issuer of the securities as to which he is an underwriter. 2002 American LegalNet, Inc. www.FormsWorkFlow.com I CAPITAL SECURITIES 7.Capitalization.(a)Furnish the following information as to each authorized class of securities of the applicant.As of (Insert date within 31 days) Col. A Col. B Col. C Title of Class Amount Authorized Amount Outstanding (b)Give a brief outline of the voting rights of each class of voting securities referred to in paragraph (a) above.Instructions227Item 7(a). 1.As used in this item, the term 223securities222222 includes only such securities as are generally known as corporate securities, but does notinclude any note or other evidence of indebtedness issued to evidence an obligation to repay monies lent to a person by one or morebanks, trust companies, or banking firms, or any certificate of interest or participation in any such note or evidence of indebtedness.2.In the case of funded debt, the term 223authorized222222 means authorized by the indenture. Guarantees, warrants, and rights shall not beincluded in the table, but correlative information as to such securities, if any, shall be set forth in a note to the table. Include as towarrants a brief indication of the date and price at which exercisable, and if variable, a brief explanation of the possible variations.3.Indicate by notes any material changes since the date of the table.INDENTURE SECURITIES 8.Analysis of indenture provisions. Insert at this point the analysis of indenture provisions required under section 305(a)(2) of theAct.Instruction227Item 8. What is required is such information as will reasonably inform the investor from an investment standpoint and not from the standpoint of obtaining a full and complete legal description in regard to the matters specified. The analysis should be expressed in condensed or summarized form. 9.Other obligors. Give the name and complete mailing address of any person, other than the applican