FORM T-l
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
(Exact name of trustee as specified in its charter)
| New York | 13-5160382 | |
| (State of incorporation if not a U.S. national bank) |
(I.R.S. employer identification no.) | |
| One Wall Street, New York, N.Y. | 10286 | |
| (Address of principal executive offices) | (Zip code) | |
Global Crossing (UK) Finance Plc
Global Crossing (UK) Telecommunications Limited
(Exact name of registrant as specified in its charter)
| England and Wales | None | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) | |
| Centennium House 100 Lower Thames street |
EC3R 6DL | |
| London, United Kingdom | (Zip code) | |
10.75% Senior Secured Notes due 2014
11.75% Senior Secured Notes due 2014
(Title of the notes)
| 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. |
| Name |
Address | |
| Superintendent of Banks of the State of New York |
2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203 | |
| Federal Reserve Bank of New York |
33 Liberty Plaza, New York, N.Y. 10045 | |
| Federal Deposit Insurance Corporation |
Washington, D.C. 20429 | |
| New York Clearing House Association |
New York, New York 10005 | |
| (b) | 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.
| 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 Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.) |
| 4. | A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.) |
| 6. | The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.) |
| 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. |
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SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 13th day of June, 2005.
| THE BANK OF NEW YORK | ||
| By: |
/s/ Helena Durr | |
| Name: |
HELENA DURR | |
| Title: |
ASSISTANT VICE PRESIDENT |
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EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31, 2004, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
| Dollar Amounts In Thousands | |||
| ASSETS |
|||
| Cash and balances due from depository institutions: |
|||
| Noninterest-bearing balances and currency and coin |
$ | 3,866,500 | |
| Interest-bearing balances |
8,455,170 | ||
| Securities: |
|||
| Held-to-maturity securities |
1,885,665 | ||
| Available-for-sale securities |
20,781,508 | ||
| Federal funds sold and securities purchased under agreements to resell |
|||
| Federal funds sold in domestic offices |
3,730,007 | ||
| Securities purchased under agreements to resell |
847,805 | ||
| Loans and lease financing receivables: |
|||
| Loans and leases held for sale |
0 | ||
| Loans and leases, net of unearned income |
36,195,743 | ||
| LESS: Allowance for loan and lease losses |
587,611 | ||
| Loans and leases, net of unearned income and allowance |
35,608,132 | ||
| Trading Assets |
4,174,521 | ||
| Premises and fixed assets (including capitalized leases) |
949,424 | ||
| Other real estate owned |
754 | ||
| Investments in unconsolidated subsidiaries and associated companies |
268,366 | ||
| Customers’ liability to this bank on acceptances outstanding |
52,800 | ||
| Intangible assets |
|||
| Goodwill |
2,746,404 | ||
| Other intangible assets |
758,137 | ||
| Other assets |
8,013,234 | ||
| Total assets |
$ | 92,138,427 | |
| LIABILITIES |
|||
| Deposits: |
|||
| In domestic offices |
$ | 41,480,131 | |
| Noninterest-bearing |
16,898,525 | ||
| Interest-bearing |
24,581,606 | ||
| In foreign offices, Edge and Agreement subsidiaries, and IBFs |
24,028,722 | ||
| Noninterest-bearing |
576,431 | ||
| Interest-bearing |
23,452,291 | ||
| Federal funds purchased and securities sold under agreements to repurchase |
|||
| Federal funds purchased in domestic offices |
1,040,432 | ||
| Securities sold under agreements to repurchase |
491,007 | ||
| Trading liabilities |
2,724,930 | ||
| Other borrowed money: |
4,780,573 | ||
| Not applicable |
|||
| Bank’s liability on acceptances executed and outstanding |
54,517 | ||
| Subordinated notes and debentures |
2,390,000 | ||
| Other liabilities |
6,901,014 | ||
| Total liabilities |
$ | 83,891,326 | |
| Minority interest in consolidated subsidiaries |
140,499 | ||
| EQUITY CAPITAL | |||
| Perpetual preferred stock and related surplus |
0 | ||
| Common stock |
1,135,284 | ||
| Surplus (exclude all surplus related to preferred stock) |
2,087,221 | ||
| Retained earnings |
4,892,420 | ||
| Accumulated other comprehensive income |
-8,323 | ||
| Other equity capital components |
0 | ||
| Total equity capital |
8,106,602 | ||
| Total liabilities, minority interest, and equity capital |
$ | 92,138,427 | |
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I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
| /s/ Thomas J. Mastro, | ||
| Thomas J. Mastro, | ||
| Senior Vice President and Comptroller | ||
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.
| /s/ Thomas A. Renyi |
||||
| Thomas A. Renyi |
||||
| /s/ Gerald L. Hassell |
Directors | |||
| Gerald L. Hassell |
||||
| /s/ Alan R. Griffith |
||||
| Alan R. Griffith |
||||
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THE BANK OF NEW YORK
SIGNING AUTHORITY
Real Property
Real Property owned by the Bank in its own right shall not be deeded, conveyed, mortgaged, assigned or transferred except when duly authorized by a resolution of the Board. The Board may from time-to-time authorize officers to deed, convey, mortgage, assign, or transfer real property owned by the Bank in its own right with such maximum values as the Board may fix in its authorizing resolution.
Senior Signing Powers
Subject to the exception provided in “Real Property”, the Chairman, the President, any Vice Chairman of the Board, any Senior Executive Vice President and any Executive Vice President is authorized to accept, endorse, execute or sign any document, instrument or paper in the name of, or on behalf of, the Bank in all transactions arising out of, or in connection with, the normal course of the Bank’s business or in any fiduciary, representative or agency capacity and, when required, to affix the seal of the Bank thereto. In such instances as in the judgement of the Chairman, the President, any Vice Chairman of the Board, any Senior Executive Vice President or any Executive Vice President may be proper and desirable, any one of said officers may authorize in writing from time-to-time any other officer to have the powers set forth in this section applicable only to the performance or discharge of the duties of such officer within his or her particular division or function. Any officer of the Bank authorized in or pursuant to “Limited Signing Powers”, to have any of the powers set forth therein, other than the officer signing pursuant to “Senior Signing Powers”, is authorized to attest to the seal of the Bank on any documents requiring such seal.
Limited Signing Powers
Subject to the exception provided in “Real Property”, in such instances as in the judgement of the Chairman, the President, any Vice Chairman of the Board, any Senior Executive Vice President, or any Executive Vice President may be proper and desirable, any one of said officers may authorize in writing from time-to-time any other officer, employee or individual to have the limited signing powers or limited power to affix the seal of the Bank to specified classes of documents set forth in a resolution of the Board applicable only to the performance or discharge of the duties of such officer, employee or individual within his or her division or function.
Power of Attorney
All powers of attorney on behalf of the Bank shall be executed by any officer of the Bank jointly with the Chairman of the Board, the President, any Vice Chairman, any Senior Executive Vice President, any Executive Vice President or any Senior Vice President or Managing Director. Any such power of attorney may, however, be executed by any officer or officers or person or persons who may be specifically authorized to execute the same by the Board of Directors and, at foreign branches only, by any two officers provided one of such officers is the Branch Manager.
Auditor
The Auditor or any officer designated by the Auditor is authorized to certify in the name of, or on behalf of the Bank, in its own right or in a fiduciary or representative capacity, as to the accuracy and completeness of any account, schedule of assets, or other document, instrument or paper requiring such certification.
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THE BANK OF NEW YORK
SIGNING AUTHORITY DESCRIPTIONS
The various signing powers delegated to certain Bank employees are indicated by these code letters which appear next to the names of individuals.
SENIOR SIGNING POWERS (Section 6.2 of the By-laws as designated by the Resolution of the Board of Directors)
| (X) | The Chairman, the President, any Vice Chairman of the Board, any Senior Executive Vice President, any Executive Vice President or any Senior Vice President is authorized to accept, endorse, execute or sign any document, instrument or paper in the name of, or on behalf of, the Bank in all transactions arising out of, or in connection with, the normal course of the Bank’s business or in any fiduciary, representative or agency capacity and, when required, to affix the seal of the Bank thereto. In such instances as in the judgement of the Chairman, the President, any Vice President of the board, any Senior Executive Vice President or any Executive Vice President may be proper and desirable, any one of said officers may authorize in writing from time-to-time any other officer to have the powers set forth in this section applicable only to the performance or discharge of the duties of such officer within his or her particular division or function. Any officer of the Bank authorized in or pursuant to Section 6.3 of the By-laws (Limited Signing Powers) to have any of the powers set forth therein, other than the officer signing pursuant to this Section 6.2, is authorized to attest to the seal of the Bank on any documents requiring such seal. |
LIMITED SIGNING POWERS (Section 6.3 of the By-laws as designated by Resolution of the Board of Directors)
| (A) | All signing authority set forth in paragraphs (B) through (I) below except Level C which must be specifically designated. |
| (B) | Certain documents and instruments: |
| B1 | Individuals authorized to accept, endorse, execute or sign any: bill receivable; certification; contract, document or other instrument evidencing, embodying a commitment with respect to, or reflecting the terms or conditions of, a loan or an extension of credit by the Bank; note; and document, instrument or paper of any type, including stock and bond powers, required for purchasing, selling, transferring, exchanging or otherwise disposing of or dealing in foreign currency or any form of securities, including options and futures thereon; in each case in transactions arising out of, or in connection with, the normal course of the Bank’s business. |
| B2 | Individuals authorized to endorse, execute or sign any certification; disclosure notice required by law; document, instrument or paper of any type required for judicial, regulatory or administrative proceedings or filings; legal opinions. |
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THE BANK OF NEW YORK
SIGNING AUTHORITY DESCRIPTIONS (Continued)
| (C) | Money movement authorizations: |
Individuals authorized to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; internal transfers resulting in a change of beneficial ownership; in each case;
| C1 |
in excess of $100,000,000 with single authorization for all transactions | |
| C2 |
in excess of $100,000,000* | |
| C3 |
in an amount up to $100,000,000 | |
| C4 |
in an amount up to $10,000,000 | |
| C5 |
in an amount up to $5,000,000 | |
| C6 |
in an amount up to $1,000,000 | |
| C7 |
in an amount up to $250,000 | |
| C8 |
in an amount up to $50,000 | |
| C9 |
in an amount up to $5,000 |
* Dual authorization is required by any combination of senior officer and/or Sector Head approved designee, for non-exempt transactions. Single authorization required for exempt transactions.
| (D) | Contractual payments/services: |
Individuals authorized to accept, endorse, execute or sign any contract obligating the Bank for the payment of money or the provision of services;
| D1 |
in an amount up to $1,000,000 | |
| D2 |
in an amount up to $250,000 | |
| D3 |
in an amount up to $50,000 | |
| D4 |
in an amount up to $5,000 |
| (E) | Individuals authorized to accept, endorse, execute or sign any: guarantee of signature to assignments of stocks, bonds, or other instruments; certification required for transfers and deliveries of stocks, bonds or other instruments; document, instrument or paper of any type required in connection with any Individual Retirement Account or Keogh Plan or similar plan. |
| (F) | Individuals authorized to accept, endorse, execute or sign any certificate of authentication as bond, unit investment trust or debenture trustee and on behalf of the Bank as registrar and transfer agent. |
| (G) | Individuals authorized to accept, endorse, execute or sign any bankers acceptance; letter of credit; and bill of lading. |
| (H) | Individuals authorized to accept, endorse, execute or sign any document, instrument or paper of any type required in connection with the ownership, management or transfer of real or personal property held by the Bank in trust or in connection with any transaction with respect to which the Bank is acting in any fiduciary, representative or agency capacity, including the acceptance of such fiduciary, representative or agency account. |
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THE BANK OF NEW YORK
SIGNING AUTHORITY DESCRIPTIONS (Continued)
| (I) | Securities movements. |
Individuals authorized to effect internal/external securities movements;
| (I1) | Individuals authorized to effect the external movement of free delivery securities and internal transfers resulting in changes of beneficial ownership. |
| (I2) | Individuals authorized to effect the movement of securities versus payment at market or contract value. |
| (J) | Individuals authorized either to sign on behalf of the Bank or to affix the seal of the Bank to, any of the following classes of documents: Trust Indentures, Escrow Agreements, Pooling and Servicing Agreements, Collateral Agency Agreements, Custody Agreements, Trustee’s Deeds, Executor’s Deeds, Personal Representative’s Deeds, Other Real Estate Deeds for property not owned by the Bank in its own right, Corporate Resolutions, Mortgage Satisfactions, Mortgage Assignments, Trust Agreements, Loan Agreements, Trust and Estate Accountings, Probate Petitions, Responsive pleadings in litigated matters, Petitions in Probate Court with respect to Accountings, Contracts for providing customers with Bank products or services. |
| (N) | Individuals authorized to accept, endorse, execute or sign internal transactions only, (i.e., general ledger tickets); does not include the authority to authorize external money movements, internal money movements or internal free deliveries that result in changes of beneficial ownership. |
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| THE BANK OF NEW YORK |
One Canada Square London E14 5AL |
THE BANK OF NEW YORK—LONDON STAFF
SIGNING POWERS
March 2005 Amendment No. 6—ADDITIONS
| /s/ Brazier Clare BRAZIER CLARE Non Officer Authority Codes: A, C1, J, N |
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| /s/ Durr Helena DURR HELENA Assistant Vice President Authority Codes: A, C1, J, N |
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| /s/ Porter Tim PORTER TIM Assistant Vice President Authority Codes: A, C1, J, N |
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| /s/ Scully Paul SCULLY PAUL Assistant Vice President Authority Codes: A, C1, J, N |
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| /s/ Tinnelly Breige TINNELLY BREIGE Assistant Vice President Authority Codes: A, C1, J, N |
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| /s/ Yarde Paul YARDE PAUL Assistant Treasurer Authority Codes: A, C1, J, N |
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