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Language Line, Inc., et al. – ‘S-4’ on 9/2/04 – EX-25.1

On:  Thursday, 9/2/04, at 11:22am ET   ·   Accession #:  1193125-4-151061   ·   File #s:  333-118753, -01, -02, -03, -04, -05, -06, -07

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/02/04  Language Line, Inc.               S-4                   49:7.2M                                   RR Donnelley/FA
          Envok, LLC
          Language Line Services, Inc.
          On Line Interpreters, Inc.
          Language Line, LLC
          Language Line Dominican Republic, LLC
          Language Line Panama, LLC
          Language Line Costa Rica, LLC

Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   2.43M 
                          Business-Combination Transaction                       
 2: EX-1.1      Purchase Agreement Dated as of June 3, 2004         HTML    182K 
 3: EX-3.1      Certificate of Incorporation                        HTML     28K 
12: EX-3.10     By-Laws of Language Line Services, Inc.             HTML     68K 
13: EX-3.11     Certificate of Formation of Language Line           HTML     24K 
                          Dominican Republic, LLC                                
14: EX-3.12     Amended and Restated Limited Liability Company      HTML     41K 
                          Agreement                                              
15: EX-3.13     Certificate of Formation of Language Line Panama,   HTML     24K 
                          LLC, Dated October 12, 2001                            
16: EX-3.14     Amended and Restated Limited Liability Company      HTML     41K 
                          Agreement                                              
17: EX-3.15     Certificate of Formation of Language Line Costa     HTML     23K 
                          Rica, LLC                                              
18: EX-3.16     Amended and Restated Limited Liability Company      HTML     41K 
                          Agreement                                              
 4: EX-3.2      By-Laws of Language Line                            HTML     72K 
 5: EX-3.3      Certificate of Formation of Language Line, LLC      HTML     25K 
                          Dated February 26, 1999                                
 6: EX-3.4      Second Amended and Restated Limited Liability       HTML     41K 
                          Company Agreement                                      
 7: EX-3.5      Certificate of Formation of Envok, LLC, Dated July  HTML     24K 
                          24, 2001                                               
 8: EX-3.6      Amended and Restated Limited Liability Company      HTML     41K 
                          Agreement                                              
 9: EX-3.7      Certificate of Incorporation of on Line             HTML     81K 
                          Interpreters, Inc., Dated January 22                   
10: EX-3.8      By-Laws of on Line Interpreters, Inc.               HTML     67K 
11: EX-3.9      Certificate of Incorporation of Language Line       HTML     30K 
                          Services, Inc., Dated December 5                       
19: EX-4.1      Indenture Dated as of June 11, 2003                 HTML    563K 
20: EX-4.2      Registration Rights Agreement                       HTML    116K 
21: EX-4.3      Joinder Agreement Dated June 11, 2003               HTML     22K 
22: EX-4.4      First Supplemental Indenture, Dated as of June 11,  HTML     32K 
                          2003                                                   
23: EX-5.1      Opinion of Kirkland & Ellis LLP                     HTML     27K 
24: EX-8.1      Opinion of Kirkland & Ellis LLP Regarding Federal   HTML     23K 
                          Tax                                                    
25: EX-10.1     Agreement and Plan of Merger Dated April 14, 2004   HTML    407K 
34: EX-10.10    Incentive Units Agreement...Jeanne Anderson         HTML     75K 
35: EX-10.11    Incentive Units Agreement...Dennis Bailey           HTML     75K 
36: EX-10.12    Incentive Units Agreement...Phil Speciale           HTML     75K 
37: EX-10.13    Credit Agreement                                    HTML    667K 
38: EX-10.14    Security Agreement                                  HTML    221K 
39: EX-10.15    Guarantee, Dated June 11, 2004                      HTML     59K 
40: EX-10.16    Trademark Security Agreement                        HTML     27K 
41: EX-10.17    Amended and Restated Promissory Note Secured by     HTML     29K 
                          Deed of Trust...Dennis G. Dracup                       
42: EX-10.18    Amended and Restated Promissory Note...Matthew T.   HTML     29K 
                          Gibbs Ii and Kathy Gibbs                               
43: EX-10.19    Amendment to the Deed of Trust and Assignment of    HTML     25K 
                          Rents...Dennis G. Dracup                               
26: EX-10.2     Preferred Securities Purchase Agreement Dated as    HTML    392K 
                          of June 11, 2004                                       
44: EX-10.20    Amended and Restated Unit Plege                     HTML     45K 
                          Agreement...Matthew and Kathy Gibbs                    
27: EX-10.3     Registration Rights Agreement Dated June 11,2004    HTML    130K 
28: EX-10.4     Executive Employment Agreement Between Language     HTML     99K 
                          Line, Inc. and Dennis Dracup                           
29: EX-10.5     Executive Employment Agreement Dated June 11,       HTML     85K 
                          2004... Matthew Gibbs                                  
30: EX-10.6     Non-Competition, Non-Solicitation Agreement Dated   HTML     42K 
                          June 11, 2004...Dennis Dracup                          
31: EX-10.7     Non-Competition, Non-Solicitation                   HTML     41K 
                          Agreement...Matthew Gibbs                              
32: EX-10.8     Incentive Securities Agreement Dated June 11,       HTML     71K 
                          2004...Dennis and Christine Dracup                     
33: EX-10.9     Incentive Securities Agreement Dated June 11,       HTML     70K 
                          2004... Matthew Gibbs                                  
45: EX-12.1     Statement Regarding Computation of Ratio of         HTML     36K 
                          Earnings to Fixed Charges                              
46: EX-21.1     Subsidiaries of Language Line, Inc.                 HTML     24K 
47: EX-23.1     Consent of Independent Registered Public            HTML     19K 
                          Accounting Firm                                        
48: EX-25.1     Form T-1                                            HTML     42K 
49: EX-99.1     Form of Letter of Transmittal                       HTML     25K 


EX-25.1   —   Form T-1


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Form T-1  

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) ¨

 


 

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)

 


 

Language Line, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware   20-0997805

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

 

Language Line, LLC

(Exact name of obligor as specified in its charter)

 

Delaware   05-0504190

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

 


Envok, LLC

(Exact name of obligor as specified in its charter)

 

Delaware   77-0580224

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

 

On Line Interpreters, Inc.

(Exact name of obligor as specified in its charter)

 

Illinois   36-4060569

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

 

Language Line Services, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware   77-0586710

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

 

Language Line Dominican Republic, LLC

(Exact name of obligor as specified in its charter)

 

Delaware   77-0584558

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

 

Language Line Panama, LLC

(Exact name of obligor as specified in its charter)

 

Delaware   77-0584557

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

 

- 2 -


Language Line Costa Rica, LLC

(Exact name of obligor as specified in its charter)

 

Delaware   16-1621521

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

 

One Lower Ragsdale Drive, Building 2

Monterey, California

  93940
(Address of principal executive offices)   (Zip code)

 


 

11-1/8% Senior Subordinated Notes due 2012

(Title of the indenture securities)

 


 

- 3 -


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. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

 

- 4 -


  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.

 

- 5 -


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 30th day of July, 2004.

 

THE BANK OF NEW YORK
By:  

/S/    VAN K. BROWN

   

Name:

 

VAN K. BROWN

   

Title:

 

VICE PRESIDENT

 

- 6 -


Dates Referenced Herein   and   Documents Incorporated by Reference

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