EX-25 9 ch-subt_1.txt EXH. 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 MINNESOTA, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A U.S. National Banking Association 41-1592157 (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U.S. national Identification No.) bank) Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 (Address of principal executive offices) (Zip code) Stanley S. Stroup, General Counsel WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 (612) 667-1234 (Agent for Service) ----------------------------- REORGANIZED COMDISCO, INC.(1) AND NEW LEASING, INC.(1) (Exact name of obligor as specified in its charter) Delaware(1) Not Available(1) Delaware(1) Not Available(1) (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6111 North River Road Rosemont, Illinois 60018 (Address of principal executive offices) (Zip code) ----------------------------- 11% Subordinated Secured Notes Due 2005 (Title of the indenture securities) =============================================================================== (1)EXPLANATORY NOTE On July 16, 2001, Comdisco, Inc., a Delaware corporation ("Existing Comdisco"), and fifty of its domestic subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Code, as amended (the "Bankruptcy Code"), in the United States Bankruptcy Court for the Northern District of Illinois (Existing Comdisco and its domestic subsidiaries, in such capacity, the "Debtors," and the Bankruptcy Court, the "Court"). Since such time, the Debtors have continued to operate their businesses and manage their properties as debtors in possession. Under the terms and subject to the conditions set forth in the Disclosure Statement (the "Disclosure Statement") and an accompanying Joint Plan of Reorganization of the Debtors under Chapter 11 of the Bankruptcy Code (as amended or supplemented from time to time, the "Plan"), Existing Comdisco intends for certain newly formed entities - currently identified as Reorganized Comdisco, Inc. ("Reorganized Comdisco") and New Leasing Co., Inc. ("NLC" and, together with Reorganized Comdisco, the "Obligors") - to offer the Variable Rate Senior Secured Notes due 2004 (the "Notes") in an aggregate principal amount equal to $400,000,000. The Notes are to be issued under the terms and subject to the conditions set forth in the Plan, which contemplates certain reorganization transactions, including the formation of, or other reorganization transaction involving, Reorganized Comdisco and NLC. As a result, the legal entities that ultimately will be the co-issuers of the Notes are not yet formed or are not yet known. The Plan and the implementation thereof is subject to amendment and modification by the Debtors and approval by the Court and the various holders of claims against and interests in the Debtors. Accordingly, certain information regarding the Obligors contained in this statement on Form T-1 is subject to completion, amendment or modification. The Obligors, or Existing Comdisco on behalf of the Obligors, will provide such completed, amended or modified information by amendment to this statement. The information contained in this Explanatory Note was provided to Wells Fargo Bank Minnesota, National Association by Existing Comdisco. 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. The Board of Governors of the Federal Reserve System Washington, D.C. (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. Wells Fargo Bank incorporates by reference into this Form T-1 the exhibits attached hereto. Exhibit 1. a. A copy of the Articles of Association of the trustee now in effect.** Exhibit 2. a. A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.* b. A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis.* c. A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.* d. A copy of the letter dated May 12, 1983 from the Regional Counsel, Comptroller of the Currency, acknowledging receipt of notice of name change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association.* e. A copy of the letter dated January 4, 1988 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of "Norwest Bank Minnesota, National Association."* f. A copy of the letter dated July 10, 2000 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation effective July 8, 2000 of Norwest Bank Minnesota, National Association with various other banks under the title of "Wells Fargo Bank Minnesota, National Association."*** Exhibit 3. A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.* 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 exhibit number 25 filed with registration statement number 33-66026. ** Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 99.T3G to the Form T-3 dated July 13, 2000 of GB Property Funding Corp. file number 022-22473. *** Incorporated by reference to exhibit number 2f to the trustee's Form T-1 filed as exhibit 25.1 to the Current Report Form 8-K dated September 8, 2000 of NRG Energy Inc. file number 001-15891. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank Minnesota, 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 16th day of July, 2002. WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION /s/ Jane Schweiger ------------------------------------ Jane Y. Schweiger Assistant Vice President EXHIBIT 6 July 16, 2002 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 MINNESOTA, NATIONAL ASSOCIATION /s/ Jane Schweiger ------------------------------------ Jane Y. Schweiger Assistant Vice President Wells Fargo Bank Minnesota, N.A. FFIEC 031 ---------------------------------------- RC-1 Legal Title of Bank Minneapolis --------- --------------------------------------- 11 City --------- MN 55479 -------------------------------------- State Zip Code FDIC Certificate Number - 05208 Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for March 31, 2002 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC--Balance Sheet
Dollar Amounts in Thousands CFD Bil Mil Thou ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin (1) 0081 1,467,743 1.a b. Interest-bearing balances (2) 0071 60,337 1.b 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 0 2.a b. Available-for-sale securities (from Schedule RC-B, column D) 1773 1,733,290 2.b 3. Federal funds sold and securities purchased under agreements to resell: RCON a. Federal funds sold in domestic offices B987 13,784,954 3.a RCFD b. Securities purchased under agreements to resell (3) B989 365,710 3.b 4. Loans and leases financing receivables (from Schedule RC-C): a. Loans and leases held for sale 5369 13,923,626 4.a b. Loans and leases, net of unearned income B528 20,607,914 4.b --------------------- c. LESS: Allowance for loan and lease losses 3123 267,930 4.c -------------------- d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) B529 20,339,984 4.d 5. Trading assets (from Schedule RC-D) 3545 35,760 5 6. Premises and fixed assets (including capitalized leases) 2145 152,586 6 7. Other real estate owned (from Schedule RC-M) 2150 7,027 7 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 2130 0 8 9. Customers' liability to this bank on acceptances outstanding 2155 10,081 9 10. Intangible assets: a. Goodwill 3163 136,381 10.a b. Other intangible assets (from Schedule RC-M) 0426 2,725 10.b 11. Other assets (from Schedule RC-F) 2160 1,147,601 11 12. Total assets (sum of items 1 through 11) 2170 53,167,805 12 ----------------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. (3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.
Wells Fargo Bank Minnesota, N.A. FFIEC 031 ---------------------------------------- RC-1 Legal Title of Bank --------- 12 --------- FDIC Certificate Number - 05208
Schedule RC--Continued Dollar Amounts in Thousands Bil Mil Thou LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, RCON part I) 2200 23,310,487 13.a (1) Noninterest-bearing (1) 6631 12,702,289 13.a.1 (2) Interest-bearing 6636 10,608,198 13.a.2 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN from Schedule RC-E, part II) 2200 11,779,866 13.b (1) Noninterest-bearing 6631 5,884 13.b.1 (2) Interest-bearing 6636 11,773,982 13.b.2 14. Federal funds purchased and securities sold under agreements to repurchase: RCON a. Federal funds purchased in domestic offices (2) B993 2,016,420 14.a RCFD b. Securities sold under agreemetns to repurchase (3) B995 5,510,749 14.b 15. Trading liabilities (from Schedule RC-D) 3548 30,497 15 16. Other borrowed money (includes mortgage indebtedness and obligations 4.c under capitalized leases) (from Schedule RC-M) 3190 6,402,347 16 17. Not applicable 5 18. Bank's liability on acceptances executed and outstanding 2920 10,081 18 19. Subordinated notes and debentures (4) 3200 0 19 20. Other liabilities (from Schedule RC-G) 2930 830,929 20 21. Total liabilities (sum of items 13 through 20) 2948 49,891,376 21 22. Minority interest in consolidated subsidiaries 3000 0 22 EQUITY CAPITAL 23. Perpetual preferred stock and related surplus 3838 0 23 24. Common stock 3230 100,000 24 25. Surplus (exclude all surplus related to preferred stock) 3839 1,712,625 25 26. a. Retained earnings 3632 1,438,225 26.a b. Accumulated other comprehensive income (5) B530 25,579 26.b 27. Other equity capital components (6) A130 0 27 28. Total equity capital (sum of items 23 through 27) 3210 3,276,429 28 29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) 3300 53,167,805 29 Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed CFD Number for the bank by independent external auditors as of any date during 2001 6724 2 M.1 1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank management's assertion on the effectiveness of the bank's internal control over financial reporting by a certified public accounting firm 4 = Director's examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 5 = Director's examination of the bank performed by other external auditors (may be required by state chartering authority) 6 = Review of the bank's financial statements by external auditors 7 = Compilation of the bank's financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work -------------------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "other borrowed money." (3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity. (4) Includes limited-life preferred stock and related surplus. (5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. (6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.