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

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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 MELLON

TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

 

    

95-3571558

(State of incorporation

if not a U.S. national bank)

    

(I.R.S. employer

identification no.)

700 South Flower Street

Suite 500

Los Angeles, California

    

90017

(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.)

Quality Distribution, Inc.

(Exact name of obligor as specified in its charter)

 

Florida

    

59-3239073

(State or other jurisdiction of

incorporation or organization)

    

(I.R.S. employer

identification no.)

American Transinsurance Group, Inc.

(Exact name of obligor as specified in its charter)


Delaware

    

23-2613934

(State or other jurisdiction of

incorporation or organization)

    

(I.R.S. employer

identification no.)

Boasso America Corporation

(Exact name of obligor as specified in its charter)

 

Louisiana

    

72-1176189

(State or other jurisdiction of

incorporation or organization)

    

(I.R.S. employer

identification no.)

Chemical Leaman Corporation

(Exact name of obligor as specified in its charter)

 

Pennsylvania

    

23-2021808

(State or other jurisdiction of

incorporation or organization)

    

(I.R.S. employer

identification no.)

EnviroPower, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware

    

23-2735584

(State or other jurisdiction of

incorporation or organization)

    

(I.R.S. employer

identification no.)

Fleet Transport Company, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware

    

23-2848144

(State or other jurisdiction of

incorporation or organization)

    

(I.R.S. employer

identification no.)

Mexico Investments, Inc.

(Exact name of obligor as specified in its charter)

 

Florida

    

59-3433851

(State or other jurisdiction of

incorporation or organization)

    

(I.R.S. employer

identification no.)


MTL of Nevada

(Exact name of obligor as specified in its charter)

 

Nevada    

88-0350589

(State or other jurisdiction of

incorporation or organization)

   

(I.R.S. employer

identification no.)

QD Risk Services, Inc.

(Exact name of obligor as specified in its charter)

 

Florida     80-0388660

(State or other jurisdiction of

incorporation or organization)

   

(I.R.S. employer

identification no.)

Power Purchasing, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware

    23-2611487

(State or other jurisdiction of

incorporation or organization)

   

(I.R.S. employer

identification no.)

Quala Systems, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware     23-2343087

(State or other jurisdiction of

incorporation or organization)

   

(I.R.S. employer

identification no.)

Quality Carriers, Inc.

(Exact name of obligor as specified in its charter)

 

Illinois     36-2590063

(State or other jurisdiction of

incorporation or organization)

   

(I.R.S. employer

identification no.)

Transplastics, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware     23-2932792

(State or other jurisdiction of

incorporation or organization)

   

(I.R.S. employer

identification no.)


4041 Park Oaks Boulevard, Suite 200

Tampa, Florida

   

33610

(Address of principal executive offices)    

(Zip code)

 

 

10% Senior Notes due 2013

and Guarantees of 10% Senior Notes due 2013

(Title of the indenture securities)

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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     

Comptroller of the Currency

United States Department of the Treasury

   Washington, D.C. 20219   

Federal Reserve Bank

   San Francisco, California 94105   
Federal Deposit Insurance Corporation    Washington, D.C. 20429   

 

  (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 articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

 

  2.

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

 

  3.

A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

 

  4.

A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

 

  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. 333-152875).

 

  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.


SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a 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 Jacksonville, and State of Florida, on the 5th day of April, 2010.

 

THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A.

By:  

/S/   GERALDINE CRESWELL

Name:    GERALDINE CRESWELL

      Title:      VICE PRESIDENT


EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

At the close of business December 31, 2009, published in accordance with Federal regulatory authority instructions.

 

ASSETS

   Dollar
Amounts
in Thousands

Cash and balances due from depository institutions:

  

Noninterest-bearing balances and currency and coin

     1,576

Interest-bearing balances

     267

Securities:

  

Held-to-maturity securities

     16

Available-for-sale securities

     601,754

Federal funds sold and securities purchased under agreements to resell:

  

Federal funds sold

     78,000

Securities purchased under agreements to resell

     0

Loans and lease financing receivables:

  

Loans and leases held for sale

     0

Loans and leases, net of unearned income

     0

LESS: Allowance for loan and lease losses

     0

Loans and leases, net of unearned income and allowance

     0

Trading assets

     0

Premises and fixed assets (including capitalized leases)

     11,186

Other real estate owned

     0

Investments in unconsolidated subsidiaries and associated companies

     2

Direct and indirect investments in real estate ventures

     0

Intangible assets:

  

Goodwill

     856,313

Other intangible assets

     244,779

Other assets

     154,682

Total assets

   $ 1,948,575

LIABILITIES

  

Deposits:

  

In domestic offices

     532

Noninterest-bearing

     532

Interest-bearing

     0

Not applicable

  

Federal funds purchased and securities sold under agreements to repurchase:

  

Federal funds purchased

     0


Securities sold under agreements to repurchase

   0

Trading liabilities

   0

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

   268,691

Not applicable

  

Not applicable

  

Subordinated notes and debentures

   0

Other liabilities

   219,066

Total liabilities

   488,289

Not Applicable

  

EQUITY CAPITAL

  

Perpetual preferred stock and related surplus

   0

Common stock

   1,000

Surplus (exclude all surplus related to preferred stock)

   1,121,520

Not Applicable

  

Retained earnings

   337,084

Accumulated other comprehensive income

   682

Other equity capital components

   0

Not Available

  

Total bank equity capital

   1,460,286

Noncontrolling (minority) interests in consolidated subsidiaries

   0

Total equity capital

   1,460,286

Total liabilities and equity capital

   1,948,575

I, Karen Bayz, Managing Director of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Karen Bayz        )            Managing Director

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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.

 

Troy Kilpatrick, President      )     
Frank P. Sulzberger, MD      )      Directors (Trustees)
William D. Lindelof, MD      )