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SECURITIES XXX XXXXXXXX XXXXXXXXXX
XXXXXXXXXX, X.X. 00000
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FORM T-1
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STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED,
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2)
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FIRST UNION NATIONAL BANK
(Exact name of Trustee as specified in its charter)
000 XXXXX XXXXX XXXXXX, 0XX XX.
XXXXXXXXX, XX 00000-0000 00-0000000
(Address of principal executive office) (Zip Code) (I.R.S. Employer Identification No.)
XXXXXXXX X. XXXXXXX
000 XXXX XXXX XXXXXX,
XXXXXXXX, XXXXXXXX 00000
(000) 000-0000
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RAILWORKS CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 00-0000000
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
0000 XXXXXXXXXX XXXXX
XXXXX 000
XXXXXXXXX, XX 00000
(Address of principal executive offices) (Zip Code)
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11.50% SENIOR SUBORDINATED NOTES DUE 2009
(Title of the indenture securities)
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1. GENERAL INFORMATION.
(a) The following are the names and addresses of each examining or
supervising authority to which the Trustee is subject:
The Comptroller of the Currency, Washington, D.C.
Federal Reserve Bank of Richmond, Richmond, Virginia.
Federal Deposit Insurance Corporation, Washington, D.C.
Securities and Exchange Commission, Division of Market Regulation,
Washington, D.C.
(b) The Trustee is authorized to exercise corporate trust powers.
2. AFFILIATIONS WITH OBLIGOR.
The obligor is not an affiliate of the Trustee.
3. VOTING SECURITIES OF THE TRUSTEE.
Response not required. (See answer to Item 13)
4. TRUSTEESHIPS UNDER OTHER INDENTURES.
Response not required. (See answer to Item 13)
5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
Response not required. (See answer to Item 13)
6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
Response not required. (See answer to Item 13)
7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS.
Response not required. (See answer to Item 13)
8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Response not required. (See answer to Item 13)
9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
Response not required. (See answer to Item 13)
10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
Response not required. (See answer to Item 13)
11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON OWNING 50
PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
Response not required. (See answer to Item 13)
12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
Response not required. (See answer to Item 13)
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13. DEFAULTS BY THE OBLIGOR.
A. None
B. None
14. AFFILIATIONS WITH THE UNDERWRITERS.
Response not required. (See answer to Item 13)
15. FOREIGN TRUSTEE.
Trustee is a national banking association organized under the laws of the
United States.
16. LIST OF EXHIBITS.
(1) *Articles of Incorporation.
(2) Certificate of Authority of the Trustee to conduct business. No
Certificate of Authority of the Trustee to commence business is
furnished since this authority is continued in the Articles of
Association of the Trustee.
(3) *Certificate of Authority of the Trustee to exercise corporate trust
powers.
(4) *By-Laws.
(5) Inapplicable.
(6) Consent by the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939 as amended. Included at Page 5 of this Form T-1
Statement.
(7) *Report of condition of Trustee. (Incorporated herein by reference per
SEC registration number 333- 76965).
(8) Inapplicable.
(9) Inapplicable.
* Exhibits thus designated have heretofore been filed with the Securities and
Exchange Commission, have not been amended since filing are incorporated
herein by reference (See Exhibit T-1 Registration Number 333- 76965).
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, FIRST UNION NATIONAL BANK, 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
Richmond, and in the Commonwealth of Virginia on the 20th day of May, 1999.
FIRST UNION NATIONAL BANK
(Trustee)
BY:
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EXHIBIT T-1 (6)
CONSENT OF TRUSTEE
Under Section 321(b) of the Trust Indenture Act of 1939 and in connection
with the issuance by Railworks Corporation 11.50% Senior Subordinated Notes due
2009, First Union National Bank, as the Trustee herein named, hereby consents
that reports of examinations of said Trustee by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities and
Exchange Commission upon requests therefor.
FIRST UNION NATIONAL BANK
BY:
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Dated: May 20, 1999
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