Registration No. 333-150669

 

 

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

 

 

x 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)

 

 

Wells Fargo & Company
Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

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

 

 

Black Hills Corporation

(Exact name of obligor as specified in its charter)

 

 

625 Ninth Street
Rapid City, South Dakota 87701

TELEPHONE:  (605)  721-1700
 (Address, Including Zip Code, and Telephone Number, Including Area

Code, of Registrant’s Principal Executive Offices)

 

 

 

 

9% Notes due 2014

 

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.

 

                                                Federal Reserve Bank of San Francisco

                                                San Francisco, California 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.

 

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 and Fiduciary
                Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**

 

Exhibit 3.                                                See Exhibit 2

 

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 the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.

 

 

**   Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

 

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274.

 

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 Fort Worth and State of Texas on the 29th day of April, 2009.

 

 

		WELLS FARGO BANK, NATIONAL ASSOCIATION
		John C. Stohlmann
		Vice President

 

 

EXHIBIT 6

 

April 29, 2009

 

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
					John C. Stohlmann
					Vice President

 

 

Consolidated Report of Condition of

 

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business December 31, 2008, 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				$	11,932
Interest-bearing balances				15,623
Securities:
Held-to-maturity securities				0
Available-for-sale securities				73,363
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices				19,749
Securities purchased under agreements to resell				1,513
Loans and lease financing receivables:
Loans and leases held for sale				13,140
Loans and leases, net of unearned income		335,209
LESS: Allowance for loan and lease losses		8,273
Loans and leases, net of unearned income and allowance				326,936
Trading Assets				11,366
Premises and fixed assets (including capitalized leases)				4,347
Other real estate owned				1,031
Investments in unconsolidated subsidiaries and associated companies				427
Intangible assets
Goodwill				11,371
Other intangible assets				15,449
Other assets				32,711
Total assets				$		538,958
LIABILITIES
Deposits:
In domestic offices				$	308,404
Noninterest-bearing		75,417
Interest-bearing		232,987
In foreign offices, Edge and Agreement subsidiaries, and IBFs				38,446
Noninterest-bearing		991
Interest-bearing		37,455
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices				45,153
Securities sold under agreements to repurchase				28,427

 

 

		Dollar Amounts
		In Millions
Trading liabilities		7,240
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)		43,555
Subordinated notes and debentures		12,971
Other liabilities		12,957
Total liabilities		$	497,153
Minority interest in consolidated subsidiaries		154
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		520
Surplus (exclude all surplus related to preferred stock)		28,659
Retained earnings		16,644
Accumulated other comprehensive income		(4,172		)
Other equity capital components		0
Total equity capital		41,651
Total liabilities, minority interest, and equity capital		$	538,958

 

I, Howard I. Atkins, EVP & CFO 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.

 

Howard I. Atkins

EVP & CFO

 

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.

 

Dave Hoyt
John Stumpf	Directors
Carrie Tolstedt