EX-25.1 27 a2117322zex-25_1.htm EXHIBIT 25.1

 

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) o

 

 

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

 

 

 

New York

 

13-5160382

(Jurisdiction of incorporation
if not a U.S. national bank)

 

(I.R.S. Employer
Identification No.)

 

 

 

One Wall Street, New York, New York

 

10286

(Address of principal executive offices)

 

(Zip code)

 

 

TransDigm Inc.*

(Exact name of obligor as specified in its charter)

 

 

 

Delaware

 

34-1750032

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

26380 Curtiss Wright Parkway
Richmond Heights, Ohio

 

44143

(Address of principal executive offices)

 

(Zip code)

 

*See Additional Registrants below.

 

TransDigm Holding Company

(Exact name of obligor as specified in its charter)

 

 

 

Delaware

 

13-3733378

(State or other jurisdiction
of incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

 

26380 Curtiss Wright Parkway
Richmond Heights, Ohio

 

44143

(Address of principal executive offices)

 

(Zip code)

 

Champion Aerospace Inc.

(Exact name of obligor as specified in its charter)

 

 

 

Delaware

 

58-2623644

(State or other jurisdiction
of incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

 

1230 Old Norris Road
Liberty, South Carolina

 

29657

(Address of principal executive offices)

 

(Zip code)

 

Adams Rite Aerospace, Inc.

(Exact name of obligor as specified in its charter)

 

 

 

California

 

95-4056812

(State or other jurisdiction
of incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

 

4141 North Palm Street
Fullerton, California

 

92635

(Address of principal executive offices)

 

(Zip code)

 

ZMP, Inc.

(Exact name of obligor as specified in its charter)

 

 

 

California

 

95-4056651

(State or other jurisdiction
of incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

 

4141 North Palm Street
Fullerton, California

 

92635

(Address of principal executive offices)

 

(Zip code)

 

Christie Electronic Corp.

(Exact name of obligor as specified in its charter)

 

 

 

California

 

95-0987760

(State or other jurisdiction
of incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

8301 Imperial Drive
Waco, Texas

 

76712

(Address of principal executive offices)

 

(Zip code)

 

Marathon Power Technologies Company

(Exact name of obligor as specified in its charter)

 

 

 

Delaware

 

74-2707437

(State or other jurisdiction
of incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

 

8301 Imperial Drive
Waco, Texas

 

76712

(Address of principal executive offices)

 

(Zip code)

 

 

8 3/8% Senior Subordinated Notes due 2011

(Title of the Indenture securities)

 

 

 

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.

 

Superintendent of Banks of the
State of New York

2 Rector Street, New York, N.Y. 10006
and Albany, N.Y. 12203

Federal Reserve Bank of New York

 

33 Liberty Plaza, New York, N.Y. 10045

Federal Deposit Insurance Corporation

 

550 17th Street, N.W., Washington, D.C. 20429

New York Clearing House Association

 

New York, N.Y. 10005

 

(b)         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. (See Note on page 2.)

 

Item 16.              List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

1.

 

-

 

A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers.  (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

 

 

 

 

 

4.

 

-

 

A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed as Exhibit 25(a) to Registration Statement No. 333-102200.)

 

 

 

 

 

6.

 

-

 

The consent of the Trustee required by Section 321(b) of the Act.  (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

 

 

 

 

 

7.

 

-

 

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

 

NOTE

 

Inasmuch as this Form T-1 is being filed prior to the ascertainment by the Trustee of all facts on which to base a responsive answer to Item 2, the answer to said Item is based on incomplete information.

 

Item 2 may, however, be considered as correct unless amended by an amendment to this Form T-1.

 

 

SIGNATURE

 

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 28th day of August 2003.

 

 

 

THE BANK OF NEW YORK

 

 

 

 

 

 

 

 

 

 

By:

/s/ Joseph A. Lloret

 

 

Name:

Joseph A. Lloret

 

Title:

Assistant Treasurer

 

 

2

 

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2003, published
in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 

 

 

 

 

Dollar Amounts
In Thousands

 

ASSETS

 

 

 

 

 

Cash and balances due from depository institutions:

 

 

 

 

 

Noninterest-bearing balances and currency and coin

 

 

 

$

4,389,492

 

Interest-bearing balances

 

 

 

3,288,212

 

Securities:

 

 

 

 

 

Held-to-maturity securities

 

 

 

654,763

 

Available-for-sale securities

 

 

 

17,626,360

 

Federal funds sold in domestic offices

 

 

 

1,759,600

 

Securities purchased under agreements to resell

 

 

 

911,600

 

Loans and lease financing receivables:

 

 

 

 

 

Loans and leases held for sale

 

 

 

724,074

 

Loans and leases, net of unearned income

 

32,368,718

 

 

 

LESS: Allowance for loan and  lease losses

 

826,505

 

 

 

Loans and leases, net of unearned income and allowance

 

 

 

31,542,213

 

Trading Assets

 

 

 

7,527,662

 

Premises and fixed assets (including capitalized leases)

 

 

 

825,706

 

Other real estate owned

 

 

 

164

 

Investments in unconsolidated subsidiaries and associated companies

 

 

 

260,940

 

Customers’ liability to this bank on acceptances outstanding

 

 

 

225,935

 

Intangible assets

 

 

 

 

 

Goodwill

 

 

 

2,027,675

 

Other intangible assets

 

 

 

75,330

 

Other assets

 

 

 

4,843,295

 

Total assets

 

 

 

$

76,683,021

 

 

1

 

LIABILITIES

 

 

 

 

 

Deposits:

 

 

 

 

 

In domestic offices

 

 

 

$

33,212,852

 

Noninterest-bearing

 

12,997,086

 

 

 

Interest-bearing

 

20,215,766

 

 

 

In foreign offices, Edge and Agreement subsidiaries, and IBFs

 

 

 

24,210,507

 

Noninterest-bearing

 

595,520

 

 

 

Interest-bearing

 

23,614,987

 

 

 

Federal funds purchased in domestic offices

 

 

 

375,322

 

Securities sold under agreements to repurchase

 

 

 

246,755

 

Trading liabilities

 

 

 

2,335,466

 

Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)

 

 

 

959,997

 

Bank’s liability on acceptances executed and outstanding

 

 

 

227,253

 

Subordinated notes and debentures

 

 

 

2,090,000

 

Other liabilities

 

 

 

5,716,796

 

Total liabilities

 

 

 

$

69,374,948

 

Minority interest in consolidated subsidiaries

 

 

 

540,772

 

 

 

 

 

 

 

EQUITY CAPITAL

 

 

 

 

 

Perpetual preferred stock and related surplus

 

 

 

0

 

Common stock

 

 

 

1,135,284

 

Surplus

 

 

 

1,056,295

 

Retained earnings

 

 

 

4,463,720

 

Accumulated other comprehensive income

 

 

 

112,002

 

Other equity capital components

 

 

 

0

 

Total equity capital

 

 

 

6,767,301

 

Total liabilities minority interest and equity capital

 

 

 

$

76,683,021

 

 

2

 

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief.

 

Thomas J. Mastro,
Senior Vice President and Comptroller

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 Board of Governors of the Federal Reserve System and is true and correct.

 

Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith

 

Directors

 

3