<PAGE>
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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AMERICAN STOCK TRANSFER & TRUST COMPANY
(Exact name of trustee as specified in its charter)
New York 13-3439945
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
40 Wall Street 10005
New York, New York (Zip Code)
(Address of trustee's
principal executive offices)
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UBIQUITEL OPERATING COMPANY
(Exact name of obligor as specified in its character)
Delaware 23-3024747
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1 Bala Plaza, Suite 402
Bala Cynwyd, Pennsylvania 19004
(Address of principal executive (Zip Code)
offices)
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14% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2010
(Title of the Indenture Securities)
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Exhibit 25.1
-2-
GENERAL
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.
New York State Banking Department, Albany, New York
b. Whether it is authorized to exercise corporate trust
powers.
The Trustee is authorized to exercise corporate
trust powers.
2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.
If the obligor or any underwriter for the obligor is an
affiliate of the trustee, describe each such affiliation.
None.
3. VOTING SECURITIES OF THE TRUSTEE.
Furnish the following information as to each class of voting
securities of the trustee:
As of June 30, 2000
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COL. A COL. B
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Title of Class Amount Outstanding
-------------------------------------------------------------
Common Shares - par value $600 per share. 1,000 shares
4. TRUSTEESHIPS UNDER OTHER INDENTURES.
None.
5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE
OBLIGOR OR UNDERWRITERS.
None.
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Exhibit 25.1
-3-
6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
None.
7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR
THEIR OFFICIALS.
None.
8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
None.
9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
None.
10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF
CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
None.
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.
None.
12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
None.
13. DEFAULTS BY THE OBLIGOR.
None.
14. AFFILIATIONS WITH THE UNDERWRITERS.
None.
15. FOREIGN TRUSTEE.
Not applicable.
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Exhibit 25.1
-4-
16. LIST OF EXHIBITS.
T-1.1 - A copy of the Organization Certificate of American
Stock Transfer & Trust Company, as amended to date
including authority to commence business and exercise
trust powers was filed in connection with the
Registration Statement of Live Entertainment, Inc.,
File No. 33-54654, and is incorporated herein by
reference.
T-1.4 - A copy of the By-Laws of American Stock Transfer &
Trust Company, as amended to date was filed in
connection with the Registration Statement of Live
Entertainment, Inc., File No. 33-54654, and is
incorporated herein by reference.
T-1.6 - The consent of the Trustee required by Section 312(b)
of the Trust Indenture Act of 1939. Exhibit A.
T-1.7 - A copy of the latest report of condition of the
Trustee published pursuant to law or the requirements
of its supervising or examining authority. - Exhibit
B.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, American Stock Transfer & Trust Company, a corporation organized
and existing under the laws of the State of New York, 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 New York,
and State of New York, on the 30th day of June, 2000.
AMERICAN STOCK TRANSFER
& TRUST COMPANY
Trustee
By: /s/ Herb Lemmer
_____________________
Vice President
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Exhibit 25.1
EXHIBIT A
Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust Indenture Act
of 1939, and subject to the limitations therein contained, American Stock
Transfer & Trust Company hereby consents that reports of examinations of
said corporation by Federal, State, Territorial or District authorities
may be furnished by such authorities to you upon request therefor.
Very truly yours,
AMERICAN STOCK TRANSFER
& TRUST COMPANY
By /s/ Herb Lemmer
____________________
Vice President
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Exhibit 25.1
EXHIBIT B
AMERICAN STOCK TRANSFER & TRUST COMPANY
40 WALL ST.
NEW YORK, NY 10005
CONSOLIDATED REPORT OF CONDITION AND INCOME FOR A BANK WITH DOMESTIC
OFFICES ONLY AND TOTAL ASSETS OF LESS THAN $100 MILLION REPORT AT CLOSE OF
BUSINESS ON DECEMBER 31, 1999
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
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<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
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<S> <C>
ASSETS
1. Cash and balances due from depository institutions:
a. Noninterest-bearing balances and currency and coin 1,502
b. Interest-bearing balances
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)
b. Available-for-sale securities (from Schedule RC-B, column D) 2,989
3. Federal funds sold and securities purchased under agreements to resell
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C)
b. LESS: Allowance for loan and lease losses
c. LESS: Allocated transfer risk reserve
d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a
minus 4.b and 4.c)
5. Trading assets
6. Premises and fixed assets (including capitalized leases) 4,282
7. Other real estate owned (from Schedule RC-M)
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M)
9. Customers' liability to this bank on acceptances outstanding
10. Intangible assets (from Schedule RC-M)
11. Other asssets (from Schedule RC-F) 7,439
12. Total assets (sum of items 1 through 11) 16,212
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Exhibit 25.1
SCHEDULE RC - CONTINUED
DOLLAR AMOUNTS IN THOUSANDS
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LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule
RC-E)
(1) Noninterest-bearing
(2) Interest-bearing
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(1) Noninterest-bearing
(2) Interest-bearing
14. Federal funds purchased and securities sold under agreements to repurchase
15. a. Demand notes issued to the U.S. Treasury
b. Trading liabilities
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
a. With a remaining maturity of one year or less
b. With a remaining maturity of more than one year through three years
c. With a remaining maturity of more than three years
17. Not applicable
18. Bank's liability on acceptances executed and outstanding
19. Subordinated notes and debentures
20. Other liabilities (from Schedule RC-G) 6,170
21. Total liabilities (sum of items 13 through 20) 6,170
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus
24. Common stock 600
25. Surplus (exclude all surplus related to preferred stock) 9,289
26. a. Undivided profits and capital reserves 153
b. Net unrealized holding gains (losses) on available-for-sale securities
c. Accumulated net gains (losses) on cash flow hedges.
27. Cumulative foreign currency translation adjustments
28. Total equity capital (sum of items 23 through 27) 10,042
29. Total liabilities and equity capital (sum of items 21 and 28) 16,212
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