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Exhibit 25.1
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FORM T-1
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) |__|
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THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
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EARTHWATCH INCORPORATED
(Exact name of obligor as specified in its charter)
Delaware 31-1420852
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1900 Pike Road 80501
Longmont, Colorado (Zip code)
(Address of principal executive offices)
========================
12-1/2% Senior Notes due 2005
(Title of the indenture securities)
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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.
<TABLE>
<CAPTION>
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Name Address
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<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York, N.Y.
New York 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
</TABLE>
(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 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
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. 33-
44051.)
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 15th day of September, 2000.
THE BANK OF NEW YORK
By: \S\STEPHEN J. GIURLANDO
--------------------------------
Name: STEPHEN J. GIURLANDO
Title: VICE PRESIDENT
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Exhibit 7
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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,
1999, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
ASSETS Dollar Amounts
In Thousands
<S> <C>
Cash and balances due from depository
institutions:
Noninterest-bearing balances and currency and
coin........................................... $ 3,247,576
Interest-bearing balances....................... 6,207,543
Securities:
Held-to-maturity securities..................... 827,248
Available-for-sale securities................... 5,092,464
Federal funds sold and Securities purchased
under agreements to resell...................... 5,306,926
Loans and lease financing receivables:
Loans and leases, net of unearned
income...............37,734,000
LESS: Allowance for loan and
lease losses............575,224
LESS: Allocated transfer risk
reserve........................13,278
Loans and leases, net of unearned income,
allowance, and reserve......................... 37,145,498
Trading Assets................................... 8,573,870
Premises and fixed assets (including capitalized
leases)......................................... 723,214
Other real estate owned.......................... 10,962
Investments in unconsolidated subsidiaries and
associated companies............................ 215,006
Customers' liability to this bank on acceptances
outstanding..................................... 682,590
Intangible assets................................ 1,219,736
Other assets..................................... 2,542,157
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Total assets..................................... $71,794,790
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</TABLE>
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<PAGE>
<TABLE>
<S> <C>
LIABILITIES
Deposits:
In domestic offices............................. $27,551,017
Noninterest-bearing............................. 11,354,172
Interest-bearing................................ 16,196,845
In foreign offices, Edge and Agreement
subsidiaries, and IBFs......................... 27,950,004
Noninterest-bearing............................. 639,410
Interest-bearing................................ 27,310,594
Federal funds purchased and Securities sold
under agreements to repurchase.................. 1,349,708
Demand notes issued to the U.S.Treasury.......... 300,000
Trading liabilities.............................. 2,339,554
Other borrowed money:
With remaining maturity of one year or less..... 638,106
With remaining maturity of more than one year
through three years............................ 449
With remaining maturity of more than
three years.................................... 31,080
Bank's liability on acceptances executed and
outstanding..................................... 684,185
Subordinated notes and debentures................ 1,552,000
Other liabilities................................ 3,704,252
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Total liabilities................................ 66,100,355
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EQUITY CAPITAL
Common stock..................................... 1,135,284
Surplus.......................................... 866,947
Undivided profits and capital reserves........... 3,765,900
Net unrealized holding gains (losses) on
available-for-sale securities................... (44,599)
Cumulative foreign currency translation
adjustments..................................... (29,097)
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Total equity capital............................. 5,694,435
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Total liabilities and equity capital............. $71,794,790
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</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Thomas J. Mastro
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We, the undersigned directors, attest to the correctness of this Report of
Condition 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 Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi )
Alan R. Griffith ) Directors
Gerald L. Hassell )
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