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)

Richard Prokosch

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

(651) 495-3918

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

 

 

Sonic Automotive, Inc.

(Issuer with respect to the Securities)

 

 

 

Delaware   56-2010790
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

6415 Idlewild Road, Suite 109

Charlotte, North Carolina

  28212
(Address of Principal Executive Offices)   (Zip Code)

6% Senior Secured Convertible Notes

(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.*

 

  3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

 

  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 March 31, 2009 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 333-145601 filed on August 21, 2007.

 

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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 1st of July, 2009.

 

By:  

/s/ Richard Prokosch

  Richard Prokosch
  Vice President

 

By:  

/s/ Raymond Haverstock

  Raymond Haverstock
  Vice President

 

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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: July 1, 2009

 

By:  

/s/ Richard Prokosch

  Richard Prokosch
  Vice President

 

By:  

/s/ Raymond Haverstock

  Raymond Haverstock
  Vice President

 

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 3/31/2009

($000’s)

 

     3/31/2009

Assets

  

Cash and Balances Due From Depository Institutions

   $ 6,290,222

Securities

     37,422,789

Federal Funds

     3,418,378

Loans & Lease Financing Receivables

     180,410,691

Fixed Assets

     4,527,063

Intangible Assets

     12,182,455

Other Assets

     14,275,149
      

Total Assets

   $ 258,526,747

Liabilities

  

Deposits

   $ 175,049,211

Fed Funds

     10,281,149

Treasury Demand Notes

     0

Trading Liabilities

     745,122

Other Borrowed Money

     34,732,595

Acceptances

     0

Subordinated Notes and Debentures

     7,779,967

Other Liabilities

     6,523,925
      

Total Liabilities

   $ 235,111,969

Equity

  

Minority Interest in Subsidiaries

   $ 1,650,987

Common and Preferred Stock

     18,200

Surplus

     12,642,020

Undivided Profits

     9,103,571
      

Total Equity Capital

   $ 23,414,778

Total Liabilities and Equity Capital

   $ 258,526,747

 

 

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

 

U.S. Bank National Association
By:  

/s/ Richard Prokosch

  Vice President
Date: July 1, 2009

 

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