EX-25 10 ex25-2form_s3.htm EXHIBIT 25.2

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

55402

(Address of principal executive offices)

(Zip Code)

 

Richard Prokosch

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

(651) 495-3918

(Name, address and telephone number of agent for service)

 

Wendy’s/Arby’s Group, Inc.

(Issuer with respect to the Securities)

 

Delaware

38-0471180

(State or other jurisdiction of incorporation
or organization)

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

 

1155 Perimeter Center West, 12th Floor

Atlanta, GA

30338

(Address of Principal Executive Offices)

(Zip Code)

 

 

Subordinated Debt Securities

(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 September 30, 2008 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

 

*

Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

**

Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-145601 filed on August 21, 2007.

 

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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 St. Paul, State of Minnesota on the 7th of November, 2008.

 

 

 

 

By: 

/s/ Richard Prokosch

 

 

 

Name:  Richard Prokosch

Title:    Vice President

 

 

 

By: 



/s/ Raymond Haverstock

 

 

Name:  Raymond Haverstock

Title:    Vice President

 

 

 

 

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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: November 7, 2008

 

 

 

By: 

/s/ Richard Prokosch

 

 

 

Name:  Richard Prokosch

Title:    Vice President

 

 

 

By: 



/s/ Raymond Haverstock

 

 

Name:  Raymond Haverstock

Title:    Vice President

 

 

 

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Exhibit 7

 

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2008

 

($000’s)

 

 

 

9/30/2008

Assets

 

Cash and Balances Due From
Depository Institutions

$

7,232,911

 

Securities

 

36,927,854

 

Federal Funds

 

3,517,817

 

Loans & Lease Financing Receivables

 

165,651,532

 

Fixed Assets

 

3,030,773

 

Intangible Assets

 

12,172,606

 

Other Assets

 

14,063,317

 

Total Assets

$

242,596,810

Liabilities

 

 

 

Deposits

$

147,640,677

 

Fed Funds

 

13,500,584

 

Treasury Demand Notes

 

0

 

Trading Liabilities

 

488,249

 

Other Borrowed Money

 

43,752,578

 

Acceptances

 

0

 

Subordinated Notes and Debentures

 

7,379,967

 

Other Liabilities

 

6,540,570

 

Total Liabilities

$

219,302,625

Equity

 

 

 

Minority Interest in Subsidiaries

$

1,679,593

 

Common and Preferred Stock

 

18,200

 

Surplus

 

12,057,621

 

Undivided Profits

 

9,538,771

Total Equity Capital

$

23,294,185

 

 

 

Total Liabilities and Equity Capital

$

242,596,810

 

---------------------------------------------------------------------------------

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/ Richard Prokosch

 

Richard Prokosch

 

Vice President

 

Date: November 7, 2008

 

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