EX-25.1 9 dex251.htm STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939

EXHIBIT 25.1


 

FORM T-1

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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) ¨

 


 

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

 

New York   13-5160382

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 

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

 


 

QUALITY DISTRIBUTION, LLC

(Exact name of obligor as specified in its charter)

 

Delaware   04-3668323

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

 

QD CAPITAL CORPORATION

(Exact name of obligor as specified in its charter)

 

Delaware   02-0692668

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

 

3802 Corporex Park Drive

Tampa, Florida

  33619
(Address of principal executive offices)   (Zip code)

 

Senior Subordinated Notes

(Title of the indenture securities)

 



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.

 

Name


  

Address


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

   Washington, D.C. 20429

New York Clearing House Association

   New York, New York 10005

 

  (b) Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

2. Affiliations with Obligor.

 

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

 

None.

 

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 with Registration Statement No. 33-31019.)

 

  6. The consent of the Trustee required by Section 321(b) of the Act.

 

  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.

 

- 2 -


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 17th day of August, 2004.

 

THE BANK OF NEW YORK

By:  

/S/ KISHA A. HOLDER

   

Name: KISHA A. HOLDER

   

Title:   ASSISTANT VICE PRESIDENT

 

- 3 -


EXHIBIT 6

 

CONSENT OF THE TRUSTEE

 

Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of Quality Distribution, LLC 9% Senior Subordinated Notes due 2010, The Bank of New York, hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

 

THE BANK OF NEW YORK

By:

 

/S/ KISHA A. HOLDER

Name:

 

KISHA A. HOLDER

Title:

 

ASSISTANT VICE PRESIDENT

 

New York, New York

August 17, 2004

 


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, 2004, 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

   $ 2,589,012

Interest-bearing balances

     8,872,373

Securities:

      

Held-to-maturity securities

     1,382,393

Available-for-sale securities

     21,582,893

Federal funds sold and securities purchased under agreements to resell

      

Federal funds sold in domestic offices

     792,900

Securities purchased under agreements to resell

     932,155

Loans and lease financing receivables:

      

Loans and leases held for sale

     555,415

Loans and leases, net of unearned income

     36,884,850

LESS: Allowance for loan and lease losses

     628,457

Loans and leases, net of unearned income and allowance

     36,256,393

Trading Assets

     3,654,160

Premises and fixed assets (including capitalized leases)

     929,969

Other real estate owned

     319

Investments in unconsolidated subsidiaries and associated companies

     247,156

Customers’ liability to this bank on acceptances outstanding

     215,581

Intangible assets

      

Goodwill

     2,687,623

Other intangible assets

     752,283

Other assets

     7,905,137
    

Total assets

   $ 89,355,762
    

LIABILITIES

      

Deposits:

      

In domestic offices

   $ 33,940,195

Noninterest-bearing

     13,973,047

Interest-bearing

     19,967,148

In foreign offices, Edge and Agreement subsidiaries, and IBFs

     22,717,175

Noninterest-bearing

     447,242

Interest-bearing

     22,269,933

Federal funds purchased and securities sold under agreements to repurchase

      

Federal funds purchased in domestic offices

     442,904

Securities sold under agreements to

repurchase

     671,802

Trading liabilities

     2,452,604

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

     10,779,148

Bank’s liability on acceptances executed and outstanding

     217,705

Subordinated notes and debentures

     2,390,000

Other liabilities

     7,230,967
    

Total liabilities

   $ 80,842,500
    

Minority interest in consolidated subsidiaries

     141,523

EQUITY CAPITAL

      

Perpetual preferred stock and related surplus

     0

Common stock

     1,135,284

Surplus

     2,080,657

Retained earnings

     5,021,014

Accumulated other comprehensive income

     134,784

Other equity capital components

     0
    

Total equity capital

     8,371,739
    

Total liabilities minority interest and equity capital

   $ 89,355,762
    

 


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.

 

Thomas J. Mastro,
Senior Vice President and Comptroller

 

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.

 

Thomas A. Renyi

    

Gerald L. Hassell

  

Directors

Alan R. Griffith