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Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 4.62M
Business-Combination Transaction
2: EX-2.1 Agreement and Plan of Merger HTML 438K
3: EX-3.1 Certificate of Incorporation of Kar Holdings, HTML 71K
Inc., as Amended
12: EX-3.10 Operating Agreement for A.D.E. of Knoxville, LLC, HTML 127K
as Amended
102: EX-3.100 Code of Regulations for Auto Disposal Systems, HTML 78K
Inc.
103: EX-3.101 Articles of Organization of Ads Ashland, LLC HTML 69K
104: EX-3.102 Operating Agreement for Ads Ashland, LLC HTML 117K
105: EX-3.103 Articles of Organization of Ads Priority Transport HTML 60K
Ltd.
106: EX-3.104 Operating Agreement for Ads Priority Transport HTML 118K
Ltd.
107: EX-3.105 Articles of Organization of Dent Demon, LLC HTML 71K
108: EX-3.106 Operating Agreement for Dent Demon, LLC HTML 115K
109: EX-3.107 Certificate of Incorporation of Sioux Falls Auto HTML 76K
Auction, Inc.
110: EX-3.108 By-Laws of Sioux Falls Auto Auction, Inc. HTML 107K
111: EX-3.109 Articles of Incorporation of Zabel & Associates, HTML 64K
Inc.
13: EX-3.11 Articles of Organization of Adesa Ark-La-Tex, LLC HTML 64K
112: EX-3.110 By-Laws of Zabel & Associates, Inc. HTML 107K
14: EX-3.12 Amended and Restated Operating Agreement for Adesa HTML 123K
Ark-La-Tex, LLC, as Amended
15: EX-3.13 Certificate of Formation of Adesa Arkansas, LLC HTML 99K
16: EX-3.14 Operating Agreement for Adesa Arkansas, LLC, as HTML 128K
Amended
17: EX-3.15 Certificate of Formation of Adesa Atlanta, LLC HTML 64K
18: EX-3.16 Amended and Restated Operating Agreement for Adesa HTML 122K
Atlanta, LLC, as Amended
19: EX-3.17 Articles of Organization of Adesa Birmingham, LLC HTML 82K
20: EX-3.18 Operating Agreement for Adesa Birmingham, LLC, as HTML 129K
Amended
21: EX-3.19 Articles of Organization-Conversion of Adesa HTML 69K
California, LLC
4: EX-3.2 By-Laws of Kar Holdings, Inc. HTML 160K
22: EX-3.20 Operating Agreement for Adesa California, LLC, as HTML 116K
Amended
23: EX-3.21 Articles of Organization of Adesa Charlotte, LLC HTML 72K
24: EX-3.22 Operating Agreement for Adesa Charlotte, LLC, as HTML 133K
Amended
25: EX-3.23 Articles of Organization of Adesa Colorado, LLC HTML 95K
26: EX-3.24 Operating Agreement for Adesa Colorado, LLC, as HTML 131K
Amended
27: EX-3.25 Articles of Organization of Adesa Dealer Services, HTML 72K
LLC
28: EX-3.26 Operating Agreement for Adesa Dealer Services, LLC HTML 117K
29: EX-3.27 Articles of Organization of Adesa Des Moines, LLC HTML 85K
30: EX-3.28 Operating Agreement for Adesa Des Moines, LLC, as HTML 132K
Amended
31: EX-3.29 Articles of Organization of Adesa Florida, LLC HTML 75K
5: EX-3.3 Amended and Restated Certificate of Incorporation HTML 69K
of Adesa, Inc.
32: EX-3.30 Operating Agreement for Adesa Florida, LLC, as HTML 129K
Amended
33: EX-3.31 Certificate of Formation of Adesa Impact Texas, HTML 83K
LLC
34: EX-3.32 Operating Agreement for Adesa Impact Texas, LLC, HTML 124K
as Amended
35: EX-3.33 Articles of Organization of Adesa Indianapolis, HTML 72K
LLC
36: EX-3.34 Operating Agreement for Adesa Indianapolis, LLC, HTML 131K
as Amended
37: EX-3.35 Articles of Organization of Adesa Lansing, LLC HTML 110K
38: EX-3.36 Operating Agreement for Adesa Lansing, LLC, as HTML 128K
Amended
39: EX-3.37 Articles of Organization of Adesa Lexington, LLC HTML 78K
40: EX-3.38 Operating Agreement for Adesa Lexington, LLC, as HTML 134K
Amended
41: EX-3.39 Articles of Organization of Adesa Mexico, LLC HTML 71K
6: EX-3.4 Amended and Restated By-Laws of Adesa, Inc. HTML 107K
42: EX-3.40 Operating Agreement for Adesa Mexico, LLC HTML 111K
43: EX-3.41 Certificate of Organization of Adesa Missouri, LLC HTML 91K
44: EX-3.42 Operating Agreement for Adesa Missouri, LLC, as HTML 120K
Amended
45: EX-3.43 Certificate of Formation of Adesa New Jersey, LLC HTML 68K
46: EX-3.44 Operating Agreement for Adesa New Jersey, LLC, as HTML 120K
Amended
47: EX-3.45 Articles of Organization of Adesa New York, LLC HTML 70K
48: EX-3.46 Operating Agreement for Adesa New York, LLC, as HTML 131K
Amended
49: EX-3.47 Articles of Organization of Adesa Ohio, LLC HTML 86K
50: EX-3.48 Operating Agreement for Adesa Ohio, LLC, as HTML 130K
Amended
51: EX-3.49 Articles of Organization of Adesa Oklahoma, LLC HTML 88K
7: EX-3.5 Articles of Organization of Adesa Corporation, LLC HTML 71K
52: EX-3.50 Operating Agreement for Adesa Oklahoma, LLC, as HTML 130K
Amended
53: EX-3.51 Certificate of Organization of Adesa Pennsylvania, HTML 132K
Inc.
54: EX-3.52 Operating Agreement for Adesa Pennsylvania, LLC HTML 115K
55: EX-3.53 Articles of Incorporation of Tri-State Auction HTML 89K
Co., Inc.
56: EX-3.54 By-Laws of Tri-State Auction Co., Inc. HTML 106K
57: EX-3.55 Certificate of Formation of Adesa Phoenix, LLC HTML 63K
58: EX-3.56 Amended and Restated Operating Agreement for Adesa HTML 122K
Phoenix, LLC, as Amended
59: EX-3.57 Certificate of Incorporation of Axle Holdings, HTML 68K
Inc., as Amended
60: EX-3.58 By-Laws of Axle Holdings, Inc. HTML 159K
61: EX-3.59 Articles of Organization of Adesa San Diego, LLC HTML 76K
8: EX-3.6 Operating Agreement for Adesa Corporation, LLC, as HTML 120K
Amended
62: EX-3.60 Amended and Restated Operating Agreement for Adesa HTML 119K
San Diego, LLC, as Amended
63: EX-3.61 Articles of Organization of Adesa-South Florida, HTML 62K
LLC
64: EX-3.62 Amended and Restated Operating Agreement for HTML 115K
Adesa-South Florida, LLC
65: EX-3.63 Articles of Organization of Adesa Southern HTML 72K
Indiana, LLC
66: EX-3.64 Operating Agreement for Adesa Southern Indiana, HTML 132K
LLC, as Amended
67: EX-3.65 Articles of Incorporation of Adesa Texas, Inc. HTML 82K
68: EX-3.66 Amended and Restated Code of By-Laws of Adesa HTML 109K
Texas, Inc.
69: EX-3.67 Articles of Organization of Adesa Virginia, LLC HTML 71K
70: EX-3.68 Operating Agreement for Adesa Virginia, LLC, as HTML 122K
Amended
71: EX-3.69 Certificate of Formation of Adesa Washington, LLC HTML 92K
9: EX-3.7 Articles of Incorporation of A.D.E. of Ark-La-Tex, HTML 74K
Inc.
72: EX-3.70 Operating Agreement for Adesa Washington, LLC, as HTML 130K
Amended
73: EX-3.71 Articles of Organization of Adesa Wisconsin, LLC HTML 103K
74: EX-3.72 Operating Agreement for Adesa Wisconsin, LLC, as HTML 129K
Amended
75: EX-3.73 Articles of Organization of Afc Cal, LLC HTML 69K
76: EX-3.74 Amended and Restated Operating Agreement for Afc HTML 93K
Cal, LLC
77: EX-3.75 Restated Certificate of Limited Partnership of HTML 141K
Asset Holdings Iii, L.P.
78: EX-3.76 Amended and Restated Partnership Agreement for HTML 231K
Asset Holdings Iii, L.P.
79: EX-3.77 Certificate of Organization of Auto Dealers HTML 100K
Exchange of Concord, LLC
80: EX-3.78 Operating Agreement for Auto Dealers Exchange of HTML 132K
Concord, LLC, as Amended
81: EX-3.79 Articles of Organization of Auto Dealers Exchange HTML 99K
of Memphis, LLC
10: EX-3.8 Amended and Restated Code of By-Laws of A.D.E. of HTML 109K
Ark-La-Tex, Inc.
82: EX-3.80 Operating Agreement for Auto Dealers Exchange of HTML 133K
Memphis, LLC, as Amended
83: EX-3.81 Articles of Organization of Automotive Finance HTML 72K
Consumer Division, LLC
84: EX-3.82 Operating Agreement for Automotive Finance HTML 115K
Consumer Division, LLC
85: EX-3.83 Articles of Amend. and Restate. of Articles of HTML 106K
Inc. of Automotive Finance Corp.
86: EX-3.84 Amended and Restated Code of By-Laws of Automotive HTML 80K
Finance Corporation
87: EX-3.85 Articles of Incorporation of Automotive Recovery HTML 90K
Services, Inc.
88: EX-3.86 Amended and Restated Code of By-Laws of Automotive HTML 108K
Recovery Services, Inc.
89: EX-3.87 Articles of Incorporation of Autovin, Inc. HTML 70K
90: EX-3.88 Amended and Restated Code of By-Laws of Autovin, HTML 108K
Inc.
91: EX-3.89 Articles of Incorporation of Par, Inc. HTML 96K
11: EX-3.9 Articles of Organization of A.D.E. of Knoxville, HTML 80K
LLC
92: EX-3.90 Amended and Restated Code of By-Laws of Par, Inc. HTML 109K
93: EX-3.91 Articles of Incorporation of Insurance Auto HTML 251K
Auctions, Inc.
94: EX-3.92 By-Laws of Insurance Auto Auctions, Inc. HTML 151K
95: EX-3.93 Articles of Incorporation of Insurance Auto HTML 107K
Auctions Corp.
96: EX-3.94 By-Laws of Insurance Auto Auctions Corp. HTML 98K
97: EX-3.95 Certificate of Incorporation of Iaa Acquisition HTML 65K
Corp.
98: EX-3.96 By-Laws of Iaa Acquisition Corp. HTML 107K
99: EX-3.97 Articles of Incorporation of Iaa Services, Inc. HTML 94K
100: EX-3.98 By-Laws of Iaa Services, Inc. HTML 101K
101: EX-3.99 Articles of Incorporation of Auto Disposal HTML 83K
Systems, Inc., as Amended
113: EX-4.1 Indenture (Floating Rate Senior Notes) HTML 701K
122: EX-4.10 Second Supplemental Indenture (Fixed Rate Senior HTML 75K
Notes)
123: EX-4.11 Second Supplemental Indenture (Senior Subordinated HTML 76K
Notes)
114: EX-4.2 Indenture (Fixed Rate Senior Notes) HTML 690K
115: EX-4.3 Indenture (Senior Subordinated Notes) HTML 757K
116: EX-4.4 Supplemental Indenture (Floating Rate Senior HTML 81K
Notes)
117: EX-4.5 Supplemental Indenture (Fixed Rate Senior Notes) HTML 81K
118: EX-4.6 Supplemental Indenture (Senior Subordinated Notes) HTML 81K
119: EX-4.7 Exchange and Registration Rights Agreement HTML 252K
120: EX-4.8 Registration Rights Agreement HTML 178K
121: EX-4.9 Second Supplemental Indenture (Floating Rate HTML 75K
Senior Notes)
124: EX-5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom HTML 99K
LLP
125: EX-10.1 Guarantee and Collateral Agreement HTML 287K
132: EX-10.10 Form of Conversion Stock Option Agreement HTML 93K
133: EX-10.11 Form of Amendment to Conversion Stock Option HTML 66K
Agreement
134: EX-10.12 Form of Rollover Stock Option Agreement HTML 101K
135: EX-10.13 Form of Conversion Agreement HTML 90K
136: EX-10.14 Stock Incentive Plan of Kar Holdings, Inc. HTML 109K
137: EX-10.15 Form of Nonqualified Stock Option Agreement HTML 97K
138: EX-10.16 Employment Agreement (John Nordin) HTML 105K
139: EX-10.17 Amendment to Employment Agreement (John Nordin) HTML 62K
140: EX-10.18 Financial Advisory Agreement (Goldman, Sachs & HTML 68K
Co.)
141: EX-10.19 Financial Advisory Agreement (Valueact Capital HTML 69K
Master Fund, L.P.)
126: EX-10.2 Credit Agreement HTML 611K
142: EX-10.20 Financial Advisory Agreement (Pcap, L.P.) HTML 69K
143: EX-10.21 2007 Incentive Plan Executive Management of HTML 69K
Insurance Auto Auctions, Inc.
144: EX-10.22 Amended and Restated Employment Agreement (Thomas HTML 104K
C. O'Brien)
145: EX-10.23 Limited Liability Company Agreement of Kar HTML 78K
Holdings Ii, LLC
146: EX-10.24 Amended and Restated Limited Liability Company HTML 338K
Agm'T of Axle Holdings Ii, LLC
147: EX-10.25 Amendment to Amend & Rest. Limited Liability Co. HTML 65K
Agm'T of Axle Holdings Ii, LLC
148: EX-10.26 First Amend. to Amend & Rest. Ltd. Liability Co. HTML 69K
Agm'T of Axle Holdings Ii, LLC
149: EX-10.27 2007 Annual Incentive Program for Kar Holdings HTML 71K
150: EX-10.28 Tax Sharing Agreement HTML 168K
151: EX-10.29 Trust Indenture HTML 311K
127: EX-10.3 Assumption Agreement HTML 108K
152: EX-10.30 Bond Purchase Agreement HTML 152K
153: EX-10.31 Lease Agreement HTML 272K
154: EX-10.32 Amended and Restated Purchase and Sale Agreement HTML 239K
155: EX-10.33 Amendment No. 1 to Amended and Restated Purchase HTML 75K
and Sale Agreement
156: EX-10.34 Amendment No. 2 to Amended and Restated Purchase HTML 70K
and Sale Agreement
157: EX-10.35 Amendment No. 3 to Amended and Restated Purchase HTML 72K
and Sale Agreement
158: EX-10.36 Third Amended and Restated Receivables Purchase HTML 865K
Agreement
128: EX-10.4 Intellectual Property Security Agreement HTML 127K
129: EX-10.5 Shareholders Agreement HTML 193K
130: EX-10.8 Financial Advisory Agreement (Kelso & Company, HTML 70K
L.P.)
131: EX-10.9 Conversion Option Plan of Kar Holdings, Inc. HTML 105K
159: EX-12.1 Statement of Computation of Ratio of Earnings to HTML 103K
Fixed Charges
160: EX-21.1 Subsidiaries of Kar Holdings, Inc. HTML 81K
161: EX-23.1 Consent of Kpmg LLP HTML 60K
162: EX-23.2 Consent of Pricewaterhousecoopers LLP HTML 58K
163: EX-25.1 Form T-1 (Floating Rate Senior Notes) HTML 132K
164: EX-25.2 Form T-1 (Fixed Rate Senior Notes) HTML 130K
165: EX-25.3 Form T-1 (Senior Subordinated Notes) HTML 130K
166: EX-99.1 Form of Letter to Clients HTML 71K
167: EX-99.2 Form of Letter to Brokers, Dealers HTML 66K
| Form T-1 (Floating Rate Senior Notes) |
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) |
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
| A National Banking Association | 94-1347393 | |
| (Jurisdiction of incorporation or organization if not a U.S. national bank) |
(I.R.S. Employer Identification No.) |
| 101 North Phillips Avenue Sioux Falls, South Dakota |
57104 | |
| (Address of principal executive offices) | (Zip code) |
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
(612) 667-4608
(Name, address and telephone number of agent for service)
KAR Holdings, Inc.
(Exact name of obligor as specified in its charter)
| Delaware | 20-8744739 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 13085 Hamilton Crossing Boulevard Carmel, Indiana |
46032 | |
| (Address of principal executive offices) | (Zip code) |
Floating Rate Senior Notes Due 2014
(Title of the indenture securities)
| 1 |
See Table 1 – List of additional registrants |
Table 1
TABLE OF ADDITIONAL REGISTRANTS
| Name of Additional Registrant* |
State or Other Jurisdiction of Incorporation or Formation |
Primary Standard Industrial Classification Code Number |
I.R.S Employer Identification Number | |||
| ADESA, Inc. |
Delaware | 5010 | 35-1842546 | |||
| ADESA Corporation, LLC |
Indiana | 5010 | 35-1842546 | |||
| A.D.E. of Ark-La-Tex, Inc. |
Louisiana | 5010 | 72-1417504 | |||
| A.D.E. of Knoxville, LLC |
Tennessee | 5010 | 62-1532205 | |||
| ADESA Ark-La-Tex, LLC |
Louisiana | 5010 | 72-1419175 | |||
| ADESA Arkansas, LLC |
Delaware | 5010 | 71-0844203 | |||
| ADESA Atlanta, LLC |
New Jersey | 5010 | 58-2563132 | |||
| ADESA Birmingham, LLC |
Alabama | 5010 | 63-0980470 | |||
| ADESA California, LLC |
California | 5010 | 91-1811682 | |||
| ADESA Charlotte, LLC |
North Carolina | 5010 | 56-1853746 | |||
| ADESA Colorado, LLC |
Colorado | 5010 | 84-1555543 | |||
| ADESA Dealer Services, LLC |
Indiana | 5010 | 26-1218111 | |||
| ADESA Des Moines, LLC |
Iowa | 5010 | 42-1486117 | |||
| ADESA Florida, LLC |
Florida | 5010 | 35-1842547 | |||
| ADESA Impact Texas, LLC |
Texas | 5010 | 20-5233403 | |||
| ADESA Indianapolis, LLC |
Indiana | 5010 | 35-1915228 | |||
| ADESA Lansing, LLC |
Michigan | 5010 | 38-3406149 | |||
| ADESA Lexington, LLC |
Kentucky | 5010 | 61-1184881 | |||
| ADESA Mexico, LLC |
Indiana | 5010 | 35-1842546 | |||
| ADESA Missouri, LLC |
Missouri | 5010 | 43-1811816 | |||
| ADESA New Jersey, LLC |
New Jersey | 5010 | 22-3339600 | |||
| ADESA New York, LLC |
New York | 5010 | 16-1307133 | |||
| ADESA Ohio, LLC |
Ohio | 5010 | 31-1334072 | |||
| ADESA Oklahoma, LLC |
Oklahoma | 5010 | 73-1607773 | |||
| ADESA Pennsylvania, LLC |
Pennsylvania | 5010 | 25-1801698 | |||
| ADESA Phoenix, LLC |
New Jersey | 5010 | 86-1000467 | |||
| ADESA San Diego, LLC |
California | 5010 | 41-2021208 | |||
| ADESA-South Florida, LLC |
Indiana | 5010 | 35-1930710 | |||
| ADESA Southern Indiana, LLC |
Indiana | 5010 | 35-1929359 | |||
| ADESA Texas, Inc. |
Texas | 5010 | 74-2757736 | |||
| ADESA Virginia, LLC |
Virginia | 5010 | 20-2751571 | |||
| ADESA Washington, LLC |
Washington | 5010 | 91-2069348 | |||
| ADESA Wisconsin, LLC |
Wisconsin | 5010 | 39-1846227 | |||
| AFC Cal, LLC |
California | 5010 | 20-8709089 | |||
| Asset Holdings III, L.P. |
Ohio | 5010 | 20-8709089 | |||
| Auto Dealers Exchange of Concord, LLC |
Massachusetts | 5010 | 13-4284567 | |||
| Auto Dealers Exchange of Memphis, LLC |
Tennessee | 5010 | 04-3165540 | |||
| Automotive Finance Consumer Division, LLC |
Indiana | 5010 | 26-1218186 | |||
| Automotive Finance Corporation |
Indiana | 5010 | 35-1699152 | |||
| Automotive Recovery Services, Inc. |
Indiana | 5010 | 35-2123607 | |||
| AutoVIN, Inc. |
Indiana | 5010 | 35-2086523 | |||
| PAR, Inc. |
Indiana | 5010 | 35-2062003 | |||
| Insurance Auto Auctions, Inc. |
Illinois | 5010 | 95-3790111 | |||
| Insurance Auto Auctions Corp. |
Delaware | 5010 | 95-4455113 | |||
| IAA Acquisition Corp. |
Delaware | 5010 | 36-4351076 | |||
| IAA Services, Inc. |
Illinois | 7549 | 36-4294285 | |||
| Auto Disposal Systems, Inc. |
Ohio | 5010 | 31-0954761 | |||
| ADS Ashland, LLC |
Ohio | 5010 | 31-0954761 | |||
| ADS Priority Transport Ltd. |
Ohio | 5010 | 31-0954761 | |||
| Dent Demon, LLC |
Indiana | 5010 | 26-1530430 | |||
| Sioux Falls Auto Auction, Inc. |
South Dakota | 5010 | 46-0412455 | |||
| Tri-State Auction Co., Inc. |
North Dakota | 5010 | 45-0255813 | |||
| Zabel & Associates, Inc. |
North Dakota | 5010 | 45-0446447 | |||
| Axle Holdings, Inc. |
Delaware | 5010 | 20-2835651 |
| * | Addresses and telephone numbers of principal executive offices are the same as those of KAR Holdings, Inc. |
| 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 | ||
| Treasury Department | ||
| Washington, D.C. | ||
| Federal Deposit Insurance Corporation | ||
| Washington, D.C. | ||
| Federal Reserve Bank of San Francisco | ||
| San Francisco, California 94120 | ||
| (b) |
Whether it is authorized to exercise corporate trust powers. | |
| The trustee is authorized to exercise corporate trust powers. | ||
| Item 2. | Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. |
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
| Item 15. | Foreign Trustee. Not applicable. |
| Item 16. | List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. |
| Exhibit 1. |
A copy of the Articles of Association of the trustee now in effect.* | |
| Exhibit 2. |
A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.** | |
| Exhibit 3. |
See Exhibit 2 | |
| Exhibit 4. |
Copy of By-laws of the trustee as now in effect.*** | |
| Exhibit 5. |
Not applicable. | |
| Exhibit 6. |
The consent of the trustee required by Section 321(b) of the Act. | |
| Exhibit 7. |
A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. | |
| Exhibit 8. |
Not applicable. | |
| Exhibit 9. |
Not applicable. | |
| * | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06. |
| ** | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721. |
| *** | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo 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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 22nd day of January 2008.
| WELLS FARGO BANK, NATIONAL ASSOCIATION |
| Vice President |
EXHIBIT 6
1/22/2008
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
| Very truly yours, |
| WELLS FARGO BANK, NATIONAL ASSOCIATION |
| /s/ Jane Schweiger |
| Jane Schweiger |
| Vice President |
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business September 30, 2007, filed in accordance with 12 U.S.C. §161 for National Banks.
| Dollar Amounts In Millions | |||||
| ASSETS |
|||||
| Cash and balances due from depository institutions: |
|||||
| Noninterest-bearing balances and currency and coin |
$ | 12,302 | |||
| Interest-bearing balances |
1,022 | ||||
| Securities: |
|||||
| Held-to-maturity securities |
0 | ||||
| Available-for-sale securities |
48,254 | ||||
| Federal funds sold and securities purchased under agreements to resell: |
|||||
| Federal funds sold in domestic offices |
15,276 | ||||
| Securities purchased under agreements to resell |
1,881 | ||||
| Loans and lease financing receivables: |
|||||
| Loans and leases held for sale |
21,274 | ||||
| Loans and leases, net of unearned income |
277,174 | ||||
| LESS: Allowance for loan and lease losses |
2,569 | ||||
| Loans and leases, net of unearned income and allowance |
274,605 | ||||
| Trading Assets |
5,557 | ||||
| Premises and fixed assets (including capitalized leases) |
4,240 | ||||
| Other real estate owned |
861 | ||||
| Investments in unconsolidated subsidiaries and associated companies |
421 | ||||
| Intangible assets |
|||||
| Goodwill |
9,718 | ||||
| Other intangible assets |
19,391 | ||||
| Other assets |
30,644 | ||||
| Total assets |
$ | 445,446 | |||
| LIABILITIES |
|||||
| Deposits: |
|||||
| In domestic offices |
$ | 269,857 | |||
| Noninterest-bearing |
68,381 | ||||
| Interest-bearing |
201,476 | ||||
| In foreign offices, Edge and Agreement subsidiaries, and IBFs |
59,766 | ||||
| Noninterest-bearing |
11 | ||||
| Interest-bearing |
59,755 | ||||
| Federal funds purchased and securities sold under agreements to repurchase: |
|||||
| Federal funds purchased in domestic offices |
12,491 | ||||
| Securities sold under agreements to repurchase |
6,758 | ||||
| Dollar Amounts In Millions | |||
| Trading liabilities |
3,109 | ||
| Other borrowed money |
|||
| (includes mortgage indebtedness and obligations under capitalized leases) |
26,482 | ||
| Subordinated notes and debentures |
10,896 | ||
| Other liabilities |
14,803 | ||
| Total liabilities |
$ | 404,162 | |
| Minority interest in consolidated subsidiaries |
57 | ||
| EQUITY CAPITAL |
|||
| Perpetual preferred stock and related surplus |
0 | ||
| Common stock |
520 | ||
| Surplus (exclude all surplus related to preferred stock) |
25,692 | ||
| Retained earnings |
14,509 | ||
| Accumulated other comprehensive income |
506 | ||
| Other equity capital components |
0 | ||
| Total equity capital |
41,227 | ||
| Total liabilities, minority interest, and equity capital |
$ | 445,446 | |
I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
| Howard I. Atkins | ||||||||||||||||
| EVP & CFO |
We, the undersigned directors, attest to the correctness of this Report of Condition 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.
| Michael Loughlin | ||||||
| John Stumpf | Directors | |||||
| Carrie Tolstedt |
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 1/25/08 | |||
| Filed on: | 1/24/08 | |||
| 9/30/07 | ||||
| 12/30/05 | ||||
| 5/26/05 | 15-12G | |||
| 3/3/04 | ||||
| 2/4/04 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 OPENLANE, Inc. 10-K 12/31/23 112:14M 11/02/23 OPENLANE, Inc. 10-Q 9/30/23 68:7.4M 8/03/23 OPENLANE, Inc. 10-Q 6/30/23 66:7.3M 5/03/23 OPENLANE, Inc. 10-Q 3/31/23 60:6.8M 3/22/23 OPENLANE, Inc. 10-Q/A 9/30/22 62:7.2M 3/22/23 OPENLANE, Inc. 10-Q/A 6/30/22 61:7M 3/22/23 OPENLANE, Inc. 10-Q/A 3/31/22 61:6.1M 3/09/23 OPENLANE, Inc. 10-K 12/31/22 111:15M 11/02/22 OPENLANE, Inc. 10-Q 9/30/22 62:9.3M 8/03/22 OPENLANE, Inc. 10-Q 6/30/22 58:7.4M 5/04/22 OPENLANE, Inc. 10-Q 3/31/22 59:6.4M 2/23/22 OPENLANE, Inc. 10-K 12/31/21 110:15M 11/03/21 OPENLANE, Inc. 10-Q 9/30/21 57:6.9M 8/04/21 OPENLANE, Inc. 10-Q 6/30/21 55:6.8M 5/05/21 OPENLANE, Inc. 10-Q 3/31/21 57:5.6M 2/18/21 OPENLANE, Inc. 10-K 12/31/20 105:14M 11/04/20 OPENLANE, Inc. 10-Q 9/30/20 68:9.7M 8/05/20 OPENLANE, Inc. 10-Q 6/30/20 67:8.8M |