exv25w1

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) |__|


Delaware		58-2422929
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification no.)

233 Peachtree St. NE, Suite 1700
Atlanta, Georgia		30303
(Address of principal executive offices)		(Zip code)

9-3/8% Senior Subordinated Secured Notes due 2009
(Title of the indenture securities)

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.


Name		Address

Superintendent of Banks of the State of		2 Rector Street, New York,
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		Washington, D.C. 20429

New York Clearing House Association		New York, New York 10005

If the obligor is an affiliate of the trustee, describe each such affiliation.

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).

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.)

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

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.)

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.

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 15th day of December, 2003.


		Dollar Amounts
ASSETS		In Thousands
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin	$	3,688.426
	Interest-bearing balances		4,380,259
Securities:
	Held-to-maturity securities		270,396
	Available-for-sale securities		21,509.356
Federal funds sold in domestic offices			1,269,945
Securities purchased under agreements to resell			5,320,737
Loans and lease financing receivables:
	Loans and leases held for sale		629,178
	Loans and leases, net of unearned income...............38,241,326
	LESS: Allowance for loan and lease losses............813,502
	Loans and leases, net of unearned income and allowance		37,427,824
Trading Assets			6,323,529
Premises and fixed assets (including capitalized leases)			938,488
Other real estate owned			431
Investments in unconsolidated subsidiaries and associated companies			256,230
Customers’ liability to this bank on acceptances outstanding			191,307
Intangible assets
	Goodwill		2,562,478
	Other intangible assets		798,536
Other assets			6,636,012

Total assets		$	92,203,132


		Dollar Amounts
		In Thousands
LIABILITIES
Deposits:
	In domestic offices	$	35,637,801
	Noninterest-bearing...............15,795,823
	Interest-bearing...............19,841,978
	In foreign offices, Edge and Agreement subsidiaries, and IBFs		23,759,599
	Noninterest-bearing...............599,397
	Interest-bearing...............23,160,202
Federal funds purchased in domestic offices			464,907
Securities sold under agreements to repurchase			693,638
Trading liabilities			2,634,445
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			11,168,402
Bank’s liability on acceptances executed and outstanding			193,690
Subordinated notes and debentures			2,390,000
Other liabilities			6,573,955

Total liabilities		$	83,516,437

Minority interest in consolidated subsidiaries			519,418
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,284
Surplus			2,057,234
Retained earnings			4,892,597
Accumulated other comprehensive income			82,162
Other equity capital components			0

Total equity capital			8,167,277

Total liabilities minority interest and equity capital		$	92,203,132

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.


		THE BANK OF NEW YORK

		By:		/s/ ROBERT A. MASSIMILLO

		Name:		ROBERT A. MASSIMILLO
		Title:		VICE PRESIDENT


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

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New York		13-5160382
(State of incorporation		(I.R.S. employer
if not a U.S. national bank)		identification no.)

One Wall Street, New York, N.Y		10286
(Address of principal executive offices)		(Zip code)