EX-25.1 7 g88901a1exv25w1.txt FORM T-1 FOR RAILAMERICA 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) ________ ---------------------------------------- JPMORGAN CHASE BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) -------------------------------------------- RAILAMERICA, INC. (Exact name of obligor as specified in its charter) DELAWARE 65-0328006 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 5300 BROKEN SOUND BLVD., N.W. BOCA RATON, FLORIDA 33487 (Address of principal executive offices) (Zip Code) ---------------------------------------------------------- DEBT SECURITIES (Title of the indenture securities) ================================================================================ GENERAL 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. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor and Guarantors. If the obligor or any Guarantor is an affiliate of the trustee, describe each such affiliation. None. - 2 - Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration statement No. 333-76894, which is incorporated by reference.) 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement 333-76894, which is incorporated by reference.) 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 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. 8. Not applicable. 9. Not applicable. - 3 - SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, 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 14th day of May, 2004. JPMORGAN CHASE BANK By /s/ L. O'Brien -------------------------------------- L. O'Brien Vice President - 4 - Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF JPMorgan Chase Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 2003, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts in Millions --------------- ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin .............. $ 19,429 Interest-bearing balances ....................................... 9,602 Securities: Held to maturity securities .......................................... 176 Available for sale securities ........................................ 53,625 Federal funds sold and securities purchased under agreements to resell Federal funds sold in domestic offices .......................... 26,067 Securities purchased under agreements to resell ................. 80,099 Loans and lease financing receivables: Loans and leases held for sale .................................. 20,359 Loans and leases, net of unearned income ........................ $163,864 Less: Allowance for loan and lease losses ....................... 3,151 Loans and leases, net of unearned income and allowance ....................................................... 160,713 Trading Assets ....................................................... 197,197 Premises and fixed assets (including capitalized leases) ............. 6,010 Other real estate owned .............................................. 128 Investments in unconsolidated subsidiaries and associated companies .. 828 Customers' liability to this bank on acceptances outstanding ......... 225 Intangible assets Goodwill ..................................................... 2,315 Other Intangible assets ...................................... 4,997 Other assets ......................................................... 46,892 -------- TOTAL ASSETS ......................................................... $628,662 ========
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LIABILITIES Deposits In domestic offices ............................................. $ 190,249 Noninterest-bearing ............................................. $ 74,112 Interest-bearing ................................................ 116,137 In foreign offices, Edge and Agreement subsidiaries and IBF's .......................................... 136,496 Noninterest-bearing ............................................. $ 6,355 Interest-bearing ................................................ 130,141 Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices ..................... 4,639 Securities sold under agreements to repurchase .................. 71,995 Trading liabilities .................................................. 128,738 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) ....................... 23,496 Bank's liability on acceptances executed and outstanding ............. 225 Subordinated notes and debentures .................................... 8,028 Other liabilities .................................................... 26,985 TOTAL LIABILITIES .................................................... 590,851 Minority Interest in consolidated subsidiaries ....................... 320 EQUITY CAPITAL Perpetual preferred stock and related surplus ........................ 0 Common stock ......................................................... 1,785 Surplus (exclude all surplus related to preferred stock) ............ 16,318 Retained earnings .................................................... 19,590 Accumulated other comprehensive income ............................... (202) Other equity capital components ...................................... 0 TOTAL EQUITY CAPITAL ................................................. 37,491 --------- TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL ............. $ 628,662 =========
I, Joseph L. Sclafani, E.V.P. & Controller 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. JOSEPH L. SCLAFANI 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. WILLIAM B. HARRISON JR. ) WILLIAM H. GRAY, III ) DIRECTORS HELENE L. KAPLAN ) - 6 -