EX-25.1 5 a2209365zex-25_1.htm EX-25.1

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) o

 


 

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)

 

Grace A. Gorka

U.S. Bank National Association

190 S. LaSalle Street

Chicago, IL  60603

(312) 332-6772

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

 

AAR Corp.

(Issuer with respect to the Securities)

 

Delaware

 

36-2334820

(State or other jurisdiction of incorporation or organization)

 

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

 

One AAR Place

1100 N. Wood Dale Road

Wood Dale, Illinois

 

60191

(Address of Principal Executive Offices)

 

(Zip Code)

 

Senior 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, 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 December 31, 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 Chicago, State of Illinois on the 4th of May, 2012.

 

 

By:

/s/ Grace A. Gorka

 

 

Grace A. Gorka

 

 

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. Acting Comptroller of the Currency

 


 

Exhibit 3

 

[LOGO] Comptroller of the Currency  Administrator of National Banks Washington, DC 20259 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, 1.962, 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. Acting Comptroller of the Currency

 

 

 

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: May 4, 2012

 

 

By:

/s/ Grace A. Gorka

 

 

Grace A. Gorka

 

 

Vice President

 

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Exhibit 7

 

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2011

 

($000’s)

 

 

 

12/31/2011

 

Assets

 

 

 

Cash and Balances Due From

 

$

13,960,499

 

Depository Institutions

 

 

 

Securities

 

69,485,200

 

Federal Funds

 

11,887

 

Loans & Lease Financing Receivables

 

204,182,862

 

Fixed Assets

 

5,472,961

 

Intangible Assets

 

12,446,662

 

Other Assets

 

24,910,739

 

Total Assets

 

$

330,470,810

 

 

 

 

 

Liabilities

 

 

 

Deposits

 

$

236,091,541

 

Fed Funds

 

7,936,151

 

Treasury Demand Notes

 

0

 

Trading Liabilities

 

377,634

 

Other Borrowed Money

 

34,507,710

 

Acceptances

 

0

 

Subordinated Notes and Debentures

 

5,945,617

 

Other Liabilities

 

10,944,902

 

Total Liabilities

 

$

295,803,555

 

 

 

 

 

Equity

 

 

 

Minority Interest in Subsidiaries

 

$

1,926,211

 

Common and Preferred Stock

 

18,200

 

Surplus

 

14,133,323

 

Undivided Profits

 

18,589,521

 

Total Equity Capital

 

$

34,667,255

 

 

 

 

 

Total Liabilities and Equity Capital

 

$

330,470,810

 

 

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