EX-25.1 10 a2141453zex-25_1.htm EXHIBIT 25.1
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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
(Address of principal executive offices)
 
55402
(Zip Code)

Michael M. Hopkins
U.S. Bank National Association
225 Asylum Street
Hartford, CT 06103
(860) 241-6820
(Name, address and telephone number of agent for service)

Equinox Holdings, Inc.
(Issuer with respect to the Securities)


Delaware

 

13-4034296
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

895 Broadway, 3rd floor
New York, NY
(Address of Principal Executive Offices)

 

10003
(Zip Code)

9.0% Senior Notes due 2009
(Title of the Indenture Securities)



FORM T-1

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
        Washington, D.C.

    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

Items  3-15  Items 3-15 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.

    1.
    A copy of the Articles of Association of the Trustee.*

    2.
    A copy of the certificate of authority of the Trustee to commence business.*

    3.
    A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

    4.
    A copy of the existing bylaws of the Trustee.*

    5.
    A copy of each Indenture referred to in Item 4. Not applicable.

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

    7.
    Report of Condition of the Trustee as of December 31, 2003, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

*
Incorporated by reference to Registration Number 333-67188.

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NOTE

        The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.

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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 Hartford, State of Connecticut on the 4th of August, 2004.

      U.S. BANK NATIONAL ASSOCIATION

 

 

 

By:

/s/  
MICHAEL M. HOPKINS      
Michael M. Hopkins
Vice President

By:

/s/  
ELIZABETH C. HAMMER      
Elizabeth C. Hammer
Vice President

 

 

 

4



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: August 4, 2004

    U.S. BANK NATIONAL ASSOCIATION

 

 

By:

/s/  
MICHAEL M. HOPKINS      
Michael M. Hopkins
Vice President

By:

 

/s/  
ELIZABETH C. HAMMER      
Elizabeth C. Hammer
Vice President

 

5



Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2004
($000's)

 
  3/31/2004
Assets      
  Cash and Due From Depository Institutions   $ 7,180,778
  Federal Reserve Stock     0
  Securities     45,038,794
  Federal Funds     2,593,702
  Loans & Lease Financing Receivables     116,474,594
  Fixed Assets     1,789,213
  Intangible Assets     10,532,022
  Other Assets     7,996,466
   
    Total Assets   $ 191,605,569
Liabilities      
  Deposits   $ 126,605,087
  Fed Funds     5,698,785
  Treasury Demand Notes     3,981,328
  Trading Liabilities     252,912
  Other Borrowed Money     23,295,560
  Acceptances     148,067
  Subordinated Notes and Debentures     5,807,310
  Other Liabilities     5,587,914
   
    Total Liabilities   $ 171,376,963
Equity      
  Minority Interest in Subsidiaries   $ 1,005,645
  Common and Preferred Stock     18,200
  Surplus     11,677,397
  Undivided Profits     7,527,364
   
    Total Equity Capital   $ 20,228,606

Total Liabilities and Equity Capital

 

$

191,605,569


To the best of the undersigned's determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By: /s/  FRANK P. LESLIE III      
Vice President
   

Date: May 25, 2004

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FORM T-1
NOTE
SIGNATURE
Exhibit 6 CONSENT
Exhibit 7 U.S. Bank National Association Statement of Financial Condition As of 3/31/2004 ($000's)