EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
HSBC Bank USA
(Exact name of trustee as specified in its charter)
New York 13-2774727
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
140 Broadway, New York, NY 10005-1180
(212) 658-1000 (Zip Code)
(Address of principal executive offices)
Warren L. Tischler
Senior Vice President
HSBC Bank USA
140 Broadway
New York, New York 10005-1180
Tel: (212) 658-5167
(Name, address and telephone number of agent for service)
360NETWORKS INC.
(Exact name of obligor as specified in its charter)
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Nova Scotia, Canada 4813 Not applicable
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number Identification No.)
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1500-1066 West Hastings Street
Vancouver, British Columbia
Canada V6E 3X1
(604) 681-1994
(Address, including Zip code, and telephone number, including area code
of registrant's principal executive offices)
13% Senior Notes due 2008 - $600,000,000
13% Senior Notes due 2008 - Euro 200,000,000
(Title of Indenture Securities)
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EXHIBIT 25.1
General
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to
which it is subject.
State of New York Banking Department.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System,
Washington, D.C.
(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
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EXHIBIT 25.1
Item 16. List of Exhibits
Exhibit
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T1A(i) (1) Copy of the Organization Certificate of HSBC Bank USA.
T1A(ii) (1) Certificate of the State of New York Banking
Department dated December 31, 1993 as to the authority
of HSBC Bank USA to commence business as amended
effective on March 29, 1999.
T1A(iii) Not applicable.
T1A(iv) (1) Copy of the existing By-Laws of HSBC Bank USA as
adopted on January 20, 1994 as amended on October 23,
1997.
T1A(v) Not applicable.
T1A(vi) (2) Consent of HSBC Bank USA required by Section 321(b) of
the Trust Indenture Act of 1939. T1A(vii) Copy of the
latest report of condition of the trustee (March 31,
2000), published pursuant to law or the requirement of
its supervisory or examining authority. T1A(viii) Not
applicable. T1A(ix) Not applicable.
(1) Exhibits previously filed with the Securities and Exchange Commission
with registration No. 022-22429 and incorporated herein by reference
thereto.
(2) Exhibit previously filed with the Securities and Exchange Commission
with Registration No. 33-53693 and incorporated herein by reference
thereto.
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EXHIBIT 25.1
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HSBC Bank USA, a banking corporation and trust company organized 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 14th day of July, 2000.
HSBC BANK USA
By: /s/ JAMES H. FOLEY
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James M. Foley
Assistant Vice President
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EXHIBIT 25.1
Exhibit T1A (vii)
Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
Expires March 31, 2002
Federal Financial Institutions Examination Council
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Please refer to page i,
Table of Contents, for
the required disclosure
of estimated burden. [1]
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Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices--FFIEC 031
Report at the close of business March 31, 2000 (19980930)
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(RCRI 9999)
This report is required by law; 12 U.S.C.ss.324 (State This report form is to be filed by banks with branches and
member banks); 12 U.S.C.ss.1817 (State nonmember banks); and consolidated subsidiaries in U.S. territories and possessions,
12 U.S.C. ss.161 (National banks). Edge or Agreement subsidiaries, foreign branches, consolidated
foreign subsidiaries, or International Banking Facilities.
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Submission of Reports
Each Bank must prepare its Reports of Condition and Income For electronic filing assistance, contact EDS Call report
either: Services, 2150 N. Prospect Ave., Milwaukee, WI 53202, telephone
(800) 255-1571.
(a) in electronic form and then file the computer data
file directly with the banking agencies' collection To fulfill the signature and attestation requirement for the
agent, Electronic Data System Corporation (EDS), by Reports of Condition and Income for this report date, attach this
modem or computer diskette; or signature page to the hard-copy f the completed report that the
bank places in its files.
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b) in hard-copy (paper) form and arrange for another
party to convert the paper report to automated for.
That party (if other than EDS) must transmit the
bank's computer data file to EDS.
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FDIC Certificate Number 0 0 5 8 9
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(RCRI 9030)
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NOTE: The Reports of Condition and Income must be signed by an
authorized officer and the Report of Condition must be attested to
by not less than two directors (trustees) for State nonmember
banks and three directors for State member and National Banks.
I, Gerald A. Ronning, Executive VP & Controller
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Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that these Reports of
Condition and Income (including the supporting schedules) 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 believe.
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/s/ Gerald A. Ronning
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Signature of Officer Authorized to Sign Report
5/9/00
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Date of Signature
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`http://WWW.BANKING.US.HSBC.COM HSBC Bank USA
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Primary Internet Web Address of Bank (Home Page), if any (TEXT 4087) Legal Title of Bank (TEXT 9010)
Buffalo
(Example: www.examplebank.com) -------------------------------------------------------
City (TEXT 9130)
N.Y. 14203
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State Abbrev. (TEXT 9200) ZIP Code (TEXT 9220)
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EXHIBIT 25.1
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency
