EXHIBIT 25.1
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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM T-1
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STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)
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SUNTRUST BANK
(Exact name of trustee as specified in its charter)
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
30TH FLOOR 30308 ▇▇-▇▇▇▇▇▇▇
ATLANTA, GEORGIA (Zip Code) (I.R.S. employer identification number)
(Address of principal executive offices)
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▇. ▇. ▇▇▇▇▇▇▇▇▇
SUNTRUST BANK
▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇.▇.
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
(Name, address and telephone number of agent for service)
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MOVIE GALLERY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE ▇▇-▇▇▇▇▇▇▇
(State or other jurisdiction (IRS employer identification no.)
of incorporation or organization)
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(Address of principal executive offices) (Zip Code)
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11% SENIOR NOTES DUE 2012
(Title of the indenture securities)
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1. General information.
Furnish the following information as to the trustee--
Name and address of each examining or supervising authority to
which it is subject.
DEPARTMENT OF BANKING AND FINANCE,
STATE OF GEORGIA
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
FEDERAL RESERVE BANK OF ATLANTA
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
FEDERAL DEPOSIT INSURANCE CORPORATION
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇
Whether it is authorized to exercise corporate trust powers.
YES.
2. Affiliations with obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
NONE.
3-12. NO RESPONSES ARE INCLUDED FOR ITEMS 3 THROUGH AND INCLUDING 12.
RESPONSES TO THOSE ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN
GENERAL INSTRUCTION B AND AS SET FORTH IN ITEM 13(b) BELOW, THE OBLIGOR
IS NOT IN DEFAULT WITH RESPECT TO ANY SECURITIES ISSUED PURSUANT TO ANY
INDENTURE UNDER WHICH SUNTRUST BANK IS TRUSTEE.
13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to
the securities under this indenture. Explain the nature of any
such default.
THERE IS NOT AND HAS NOT BEEN ANY DEFAULT UNDER THIS
INDENTURE.
(b) If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, or is a trustee for more than one outstanding
series of securities under the indenture, state whether there
has been a default under any such indenture or series,
identify the indenture or series affected, and explain the
nature of any such default.
THERE HAS NOT BEEN ANY DEFAULT UNDER ANY INDENTURE OF THE
OBLIGOR UNDER WHICH SUNTRUST BANK IS TRUSTEE.
14-15. NO RESPONSES ARE INCLUDED FOR ITEMS 14 AND 15. RESPONSES TO THOSE ITEMS
ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND AS
SET FORTH IN ITEM 13(b) ABOVE, THE OBLIGOR IS NOT IN DEFAULT WITH
RESPECT TO ANY SECURITIES ISSUED PURSUANT TO ANY INDENTURE UNDER WHICH
SUNTRUST BANK IS TRUSTEE.
16. List of Exhibits.
List below all exhibits filed as a part of this statement of
eligibility; exhibits identified in parentheses are filed with the
Commission and are incorporated herein by reference as exhibits hereto
pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as
amended, and Rule 24 of the Commission's Rules of Practice.
(1) A copy of the Articles of Amendment and Restated Articles of
Incorporation of the trustee as now in effect (Exhibit 1 to
Form T-1, Registration No. 333-104621 filed by AMVESCAP PLC).
(2) A copy of the certificate of authority of the trustee to
commence business (Exhibit 2 to Form T-1, Registration No.
333-32106 filed by Sabre Holdings Corporation).
(3) A copy of the authorization of the trustee to exercise
corporate trust powers (Exhibits 2 and 3 to Form T-1,
Registration No. 333-32106 filed by Sabre Holdings
Corporation).
(4) A copy of the existing by-laws of the trustee (as amended and
restated August 13, 2002) (Exhibit 4 to Form T-1, Registration
No. 333-104621 filed by AMVESCAP PLC).
(5) Not applicable.
(6) The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939.
(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 as of the close of business
on December 31, 2003.
(8) Not applicable.
(9) Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, SunTrust Bank, a banking corporation organized and existing under the
laws of the State of Georgia, 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 Atlanta and the State of Georgia, on the __th day
of July, 2005.
SUNTRUST BANK
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇▇▇▇▇
Vice President
EXHIBIT 1 TO FORM T-1
ARTICLES OF AMENDMENT AND RESTATED
ARTICLES OF INCORPORATION
OF
SUNTRUST BANK
(Incorporated by reference to Exhibit 1 to Form T-1,
Registration No. 333-104621 filed by AMVESCAP PLC)
EXHIBIT 2 TO FORM T-1
CERTIFICATE OF AUTHORITY
OF
SUNTRUST BANK TO COMMENCE BUSINESS
(Incorporated by reference to Exhibit 2 to Form T-1,
Registration No. 333-32106 filed by Sabre Holdings Corporation)
EXHIBIT 3 TO FORM T-1
AUTHORIZATION
OF
SUNTRUST BANK TO EXERCISE CORPORATE TRUST POWERS
(Incorporated by reference to Exhibits 2 and 3 to Form T-1,
Registration No. 333-32106 filed by Sabre Holdings Corporation)
EXHIBIT 4 TO FORM T-1
BY-LAWS
OF
SUNTRUST BANK
(Incorporated by reference to Exhibit 4 to Form T-1,
Registration No. 333-104621 filed by AMVESCAP PLC)
EXHIBIT 5 TO FORM T-1
(INTENTIONALLY OMITTED. NOT APPLICABLE)
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 in connection with the proposed issuance of 11% Senior Notes due 2012 of
Movie Gallery, Inc., SunTrust Bank hereby consents that reports of examinations
by Federal, State, Territorial or District Authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.
SUNTRUST BANK
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇▇▇▇▇
Vice President
EXHIBIT 7 TO FORM T-1
REPORT OF CONDITION
(ATTACHED)
SUNTRUST BANK FFIEC 031
---------------------------------------- RC-1
Legal Title of Bank [12]
ATLANTA
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State Zip Code
FDIC Certificate Number - 00867
Transmitted to Fidelity as 0031590 on 04/29/2005.
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 2005
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 RCFD Bil | Mil | Thou
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ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1) ....................... 0081 3,993,970 1.a
b. Interest-bearing balances (2) ................................................ 0071 20,192 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 21,024,250 2.b
3. Federal funds sold and securities purchased under agreements to resell: RCON
a. Federal funds sold in domestic offices ....................................... B987 2,177,025 3.a
RCFD
b. Securities purchased under agreements to resell (3) .......................... B989 3,747,661 3.b
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale ............................................... 5369 6,888,845 4.a
b. Loans and leases, net of unearned income ............. B528 89,951,995 4.b
c. LESS: Allowance for loan and lease losses ............ 3123 849,668 4.c
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)... B529 89,102,327 4.d
5. Trading assets (from Schedule RC-D) ............................................. 3545 1,364,169 5
6. Premises and fixed assets (including capitalized leases) ........................ 2145 1,431,061 6
7. Other real estate owned (from Schedule RC-M) .................................... 2150 14,138 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 6,651 9
10. Intangible assets:
a. Goodwill ..................................................................... 3163 890,754 10.a
b. Other intangible assets (from Schedule RC-M).................................. 0426 621,476 10.b
11. Other assets (from Schedule RC-F)................................................ 2160 4,880,553 11
12. Total assets (sum of items 1 through 11) ........................................ 2170 136,163,072 12
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(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.
SUNTRUST BANK FFIEC 031
---------------------------------------- RC-1
Legal Title of Bank [13]
FDIC Certificate Number - 00867
Transmitted to Fidelity as 0031590 on 04/29/2005.
SCHEDULE RC -- CONTINUED
Dollar Amounts in Thousands RCFD Bil | Mil | Thou
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LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E RCON
part I)....................................................................... 2200 85,962,439 13.a
(1) Noninterest-bearing (1) ............................ 6631 9,000,414 3.a.1
(2) Interest-bearing ................................... 6636 76,962,025 3.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN
(from Schedule RC-E, part II) ................................................ 2200 6,819,087 13.b
(1) Noninterest-bearing ................................ 6631 0 3.b.1
(2) Interest-bearing ................................... 6636 6,819,087 13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase: RCON
a. Federal funds purchased in domestic offices (2) .............................. B993 3,670,035 14.a
RCFD
b. Securities sold under agreements to repurchase (3) ........................... B995 8,292,077 14.b
15. Trading liabilities (from Schedule RC-D) ........................................ 3548 660,992 15
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases) (from Schedule RC-M) ........................................ 3190 14,134,976 16
17. Not applicable
18. Bank's liability on acceptances executed and outstanding ........................ 2920 6,651 18
19. Subordinated notes and debentures(4) ............................................ 3200 2,849,494 19
20. Other liabilities (from Schedule RC-G) .......................................... 2930 2,889,660 20
21. Total liabilities (sum of items 13 through 20) .................................. 2948 125,285,411 21
22. Minority interest in consolidated subsidiaries .................................. 3000 470,788 22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus ................................... 3838 0 23
24. Common stock .................................................................... 3230 21,600 24
25. Surplus (exclude all surplus related to preferred stock) ........................ 3839 3,745,215 25
26. a. Retained earnings ............................................................ 3632 6,095,959 26.a
b. Accumulated other comprehensive income (5) ................................... B530 544,099 26.b
27. Other equity capital components (6) ............................................. A130 0 27
28. Total equity capital (sum of items 23 through 27) ............................... 3210 10,406,873 28
29. Total liabilities, minority interest, and equity capital (sum of
items 21, 22, and 28)............................................................ 3300 136,163,072 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 for
the bank by...................................................................... RCFD NUMBER
independent external auditors as of any date during 2004......................... 6724 2 M. 1
1 = Independent audit of the bank conducted in 4 = Director's examination of the bank conducted in
accordance with generally accepted auditing standards accordance with generally accepted auditing standards
by a certified public accounting firm which submits a by a certified public accounting firm (may be
report on the bank required by state chartering authority)
2 = Independent audit of the bank's parent holding 5 = Directors' examination of the bank performed by
company conducted in accordance with generally other external auditors (may be required by state
accepted auditing standards by a certified public chartering authority)
accounting firm which submits a report on the
consolidated holding company (but not on the bank 6 = Review of the bank's financial statements by
separately) external auditors
3 = Attestation on bank management's assertion on the 7 = Compilation of the bank's financial statements by
effectiveness of the bank's internal control over external auditors
financial reporting by a certified public accounting
firm 8 = Other audit procedures (excluding tax preparation
work)
9 = No external audit work
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(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 ▇▇▇▇▇▇,
cumulative foreign currency translation adjustments, and minimum
pension liability adjustments.
(6) Includes treasury stock and unearned Employee Stock Ownership Plan
shares.
EXHIBIT 8 TO FORM T-1
(INTENTIONALLY OMITTED. NOT APPLICABLE)
EXHIBIT 9 TO FORM T-1
(INTENTIONALLY OMITTED. NOT APPLICABLE)