EX-25.1 96 g27995exv25w1.htm EX-25.1 exv25w1
         
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)
Donald T. Hurrelbrink
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3918
(Name, address and telephone number of agent for service)
AURORA DIAGNOSTICS HOLDINGS, LLC
AURORA DIAGNOSTICS FINANCING, INC.
(Co-issuers with respect to the Securities)
     
Delaware   20-4918072
Delaware   27-4131102
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
11025 RCA Center Drive, Suite 300    
Palm Beach Gardens, Florida   33410
(Address of Principal Executive Offices)   (Zip Code)
10.750% SENIOR NOTES DUE 2018
(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, attached as Exhibit 2.
          3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.
          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 June 30, 2011 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 333-166527 filed on May 5, 2010.

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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 24th of August, 2011.
         
     
  By:   /s/ Donald T. Hurrelbrink    
    Donald T. Hurrelbrink   
    Vice President   
 

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Exhibit 2
(LOGO)
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATE OF CORPORATE EXISTENCE
1, John Walsh, Acting Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations.
2. “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate.
     
 
  IN TESTIMONY WHERE OF, I have
 
  hereunto subscribed my name and caused
 
  my seal of office to be affixed to these
 
  presents at the Treasury Department, in the
 
  City of Washington and District of
 
  Columbia, this September 9, 2010.
(LOGO)
  (SIGNATURE)
   
  Acting Comptroller of the Currency

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Exhibit 3
(LOGO)
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATE OF FIDUCIARY POWERS
I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations,
2. “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat.668, 12 U.S.C. 92 a, and that the authority so granted remains in full force and effect on the date of this Certificate.
     
 
  IN TESTIMONY WHERE OF, I have
 
  hereunto subscribed my name and caused
 
  my seal of office to be affixed to these
 
  presents at the Treasury Department, in the
 
  City of Washington and District of
 
  Columbia, this September 9, 2010.
(LOGO)
  (SIGNATURE)
   
  Acting Comptroller of the Currency

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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: August 24, 2011
         
     
  By:   /s/ Donald T. Hurrelbrink    
    Donald T. Hurrelbrink   
    Vice President   

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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2011
($000’s)
         
    6/30/2011  
Assets
       
Cash and Balances Due From
  $ 15,249,371  
Depository Institutions
       
Securities
    63,952,096  
Federal Funds
    15,876  
Loans & Lease Financing Receivables
    190,017,874  
Fixed Assets
    5,231,718  
Intangible Assets
    13,050,819  
Other Assets
    22,581,835  
 
     
Total Assets
  $ 310,099,589  
 
       
Liabilities
       
Deposits
  $ 218,820,466  
Fed Funds
    7,695,079  
Treasury Demand Notes
    0  
Trading Liabilities
    550,498  
Other Borrowed Money
    33,124,842  
Acceptances
    0  
Subordinated Notes and Debentures
    7,679,246  
Other Liabilities
    8,693,748  
 
     
Total Liabilities
  $ 276,563,879  
 
       
Equity
       
Minority Interest in Subsidiaries
  $ 1,821,732  
Common and Preferred Stock
    18,200  
Surplus
    14,136,872  
Undivided Profits
    17,558,906  
 
     
Total Equity Capital
  $ 33,535,710  
 
       
Total Liabilities and Equity Capital
  $ 310,099,589  

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