Exhibit 25.1
UNITED STATES
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) ¨
THE BANK OF NEW YORK MELLON TRUST COMPANY,
NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
| 95-3571558 | ||
(Jurisdiction of incorporation if not a U.S. national bank) | (I.R.S. Employer Identification No.) |
| 700 South Flower Street, | ||
| Suite 500 | ||
| Los Angeles, CA | 90017 | |
| (Address of principal executive offices) | (Zip code) |
Rhea L. Murphy, Legal Department
The Bank of New York Mellon Trust Company, National Association
700 South Flower Street, Suite 500
Los Angeles, California 90017
(213) 630-6476
(Name, address and telephone number of agent for service)
CASE NEW HOLLAND INC.
(Exact name of obligor as specified in its charter)
| Delaware | 39-1982756 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| Tower B, 10th Floor | ||
| World Trade Center, Amsterdam Airport | ||
| Schiphol Boulevard 217 | ||
| Amsterdam, The Netherlands | 1118 BH | |
| (Address of principal executive offices) | (Zip code) |
7 3/4% Senior Notes due 2013
(Title of the indenture securities)
GUARANTORS
Exact Name of Obligor as Specified in its Charter | State or Other Jurisdiction of | I.R.S. Employer Identification Number | Address of Principal Executive Offices | |||
| BLI Group, Inc. | Delaware | 51-0363222 | World Trade Center, Amsterdam Airport, Tower B, 10th Floor, Schiphol Boulevard 217 1118 BH Amsterdam, The Netherlands | |||
| Blue Leaf I.P., Inc. | Delaware | 51-0363221 | World Trade Center, Amsterdam Airport, Tower B, 10th Floor, Schiphol Boulevard 217 1118 BH Amsterdam, The Netherlands | |||
| CNH America LLC | Delaware | 76-0433811 | World Trade Center, Amsterdam Airport, Tower B, 10th Floor, Schiphol Boulevard 217 1118 BH Amsterdam, The Netherlands | |||
| CNH Australia Pty Ltd. | New South Wales, Australia | None | World Trade Center, Amsterdam Airport, Tower B, 10th Floor, Schiphol Boulevard 217 1118 BH Amsterdam, The Netherlands | |||
| CNH Belgium N.V. | Belgium | None | World Trade Center, Amsterdam Airport, Tower B, 10th Floor, Schiphol Boulevard 217 1118 BH Amsterdam, The Netherlands | |||
| CNH Canada, Ltd. | Canada | None | World Trade Center, Amsterdam Airport, Tower B, 10th Floor, Schiphol Boulevard 217 1118 BH Amsterdam, The Netherlands | |||
| CNH Deutschland GmbH | Germany | None | World Trade Center, Amsterdam Airport, Tower B, 10th Floor, Schiphol Boulevard 217 1118 BH Amsterdam, The Netherlands | |||
| CNH Global N.V. | The Netherlands | None | World Trade Center, Amsterdam Airport, Tower B, 10th Floor, Schiphol Boulevard 217 1118 BH Amsterdam, The Netherlands | |||
| CNH International S.A. | Switzerland | None | World Trade Center, Amsterdam Airport, Tower B, 10th Floor, Schiphol Boulevard 217 1118 BH Amsterdam, The Netherlands | |||
| CNH Trade N.V. | The Netherlands | None | World Trade Center, Amsterdam Airport, Tower B, 10th Floor, Schiphol Boulevard 217 1118 BH Amsterdam, The Netherlands | |||
| CNH U.K. Limited | England and Wales, United Kingdom | None | World Trade Center, Amsterdam Airport, Tower B, 10th Floor, Schiphol Boulevard 217 1118 BH Amsterdam, The Netherlands | |||
| Fiatallis North America LLC | Delaware | 39-1158150 | World Trade Center, Amsterdam Airport, Tower B, 10th Floor, Schiphol Boulevard 217 1118 BH Amsterdam, The Netherlands | |||
| HFI Holdings, Inc. | Delaware | 76-0436954 | World Trade Center, Amsterdam Airport, Tower B, 10th Floor, Schiphol Boulevard 217 1118 BH Amsterdam, The Netherlands | |||
| New Holland Holding Limited | England and Wales, United Kingdom | None | World Trade Center, Amsterdam Airport, Tower B, 10th Floor, Schiphol Boulevard 217 1118 BH Amsterdam, The Netherlands | |||
| New Holland Tractor Limited N.V. | Belgium | None | World Trade Center, Amsterdam Airport, Tower B, 10th Floor, Schiphol Boulevard 217 1118 BH Amsterdam, The Netherlands |
| 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. 20219
Federal Reserve Bank, San Francisco, California 94105
Federal Deposit Insurance Corporation, Washington, D.C. 20429
| (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.
Pursuant to General Instruction B of the Form T-1, no responses are included for Items 3-15 of this Form T-1 because the Obligor is not in default as provided under Item 13.
| Item 16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
| 1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, National Association. (Exhibit 1 to Form T-1 filed on September 8, 2008 with Registration Statement No. 333-135006). |
| 2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed on January 11, 2005 with Registration Statement No. 333-121948). |
| 3. | A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed on September 8, 2008 with Registration Statement No. 333-135006). |
| 4. | A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed on October 28, 2009 with Registration Statement No. 333-162713). |
| 6. | The consent of the trustee required by Section 321(b) of the Act. |
| 7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, The Bank of New York Mellon Trust Company, National Association, a 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 Chicago, and State of Illinois on the day of March, 2010.
THE BANK OF NEW YORK MELLON TRUST COMPANY,
NATIONAL ASSOCIATION
| By: | /s/ M. Callahan | |
| Name: M. Callahan | ||
| Title: Vice President |
EXHIBIT 6
The consent of the Trustee required by Section 321 (b) of the Act
March , 2010
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of an indenture by and among Case New Holland Inc., the Guarantors named therein, and The Bank of New York Mellon Trust Company, National Association, as trustee, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal, State, Territorial, or District authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
| The Bank of New York Mellon Trust Company, National Association | ||||
| By: | /s/ M. Callahan | |||
| Name: | M. Callahan | |||
| Title: | Vice President | |||
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
At the close of business December 31, 2009, published in accordance with Federal regulatory authority instructions.
| Dollar Amounts in Thousands | |||
ASSETS | |||
Cash and balances due from depository institutions: | |||
Noninterest-bearing balances and currency and coin | 1,576 | ||
Interest-bearing balances | 267 | ||
Securities: | |||
Held-to-maturity securities | 16 | ||
Available-for-sale securities | 601,754 | ||
Federal funds sold and securities purchased under agreements to resell: | |||
Federal funds sold | 78,000 | ||
Securities purchased under agreements to resell | 0 | ||
Loans and lease financing receivables: | |||
Loans and leases held for sale | 0 | ||
Loans and leases, net of unearned income | 0 | ||
LESS: Allowance for loan and lease losses | 0 | ||
Loans and leases, net of unearned income and allowance | 0 | ||
Trading assets | 0 | ||
Premises and fixed assets (including capitalized leases) | 11,186 | ||
Other real estate owned | 0 | ||
Investments in unconsolidated subsidiaries and associated companies | 2 | ||
Direct and indirect investments in real estate ventures | 0 | ||
Intangible assets: | |||
Goodwill | 856,313 | ||
Other intangible assets | 244,779 | ||
Other assets | 154,682 | ||
Total assets | $ | 1,948,575 | |
| LIABILITIES | ||
Deposits: | ||
In domestic offices | 532 | |
Noninterest-bearing | 532 | |
Interest-bearing | 0 | |
Not applicable | ||
Federal funds purchased and securities sold under agreements to repurchase: | ||
Federal funds purchased | 0 | |
Securities sold under agreements to repurchase | 0 | |
Trading liabilities | 0 | |
Other borrowed money: | ||
(includes mortgage indebtedness and obligations under capitalized leases) | 268,691 | |
Not applicable | ||
Not applicable | ||
Subordinated notes and debentures | 0 | |
Other liabilities | 219,066 | |
Total liabilities | 488,289 | |
Not Applicable | ||
EQUITY CAPITAL | ||
Perpetual preferred stock and related surplus | 0 | |
Common stock | 1,000 | |
Surplus (exclude all surplus related to preferred stock) | 1,121,520 | |
Not Applicable | ||
Retained earnings | 337,084 | |
Accumulated other comprehensive income | 682 | |
Other equity capital components | 0 | |
Not Available | ||
Total bank equity capital | 1,460,286 | |
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |
Total equity capital | 1,460,286 | |
Total liabilities and equity capital | 1,948,575 | |
I, Karen Bayz, Managing Director of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
| Karen Bayz | ) | Managing Director |
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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.
Troy Kilpatrick, MD | ) | |||
Frank P. Sulzberger, MD | ) | Directors (Trustees) | ||
William D. Lindelof, MD | ) |