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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) ____
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CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470
(I.R.S. employer identification no.)
399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)
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NORTEL NETWORKS LIMITED NORTEL NETWORKS CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)
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CANADA 62-12-62580 DELAWARE 62-16-29620
(State or other juris- (I.R.S. employer (State or other juris- (I.R.S. employer
diction of incorporation identification no.) diction of incorporation identification no.)
or organization) or organization)
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8200 DIXIE ROAD, SUITE 100 NORTEL NETWORKS PLAZA
BRAMPTON, ONTARIO, NASHVILLE, TENNESSEE
CANADA L6T 5P6 UNITED STATES 37228-1397
(Address of principal executive offices)
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DEBT SECURITIES AND WARRANTS TO PURCHASE DEBT SECURITIES
(Title of the indenture securities)
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Item 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.
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Name Address
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Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, NY
33 Liberty Street
New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
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(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.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of
Eligibility.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in
effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to
commence business. (Exhibit 2 to T-1 to Registration Statement No.
2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate
trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1
to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
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Exhibit 6 - The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration
Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A.
(as of June 30, 1996 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, 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 December, 2000.
CITIBANK, N.A.
By /s/ John J. Byrnes
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John J. Byrnes
Vice President
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Exhibit 7
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF Citibank,
N.A. of New York in the State of New York, at the close of business on September
30, 2000, published in response to call made by Comptroller of the Currency,
under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller
of the Currency Northeastern District.
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ASSETS
Thousands of dollars
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin $ 8,554,000
Interest-bearing balances 15,678,000
Held-to-maturity securities 0
Available-for-sale securities 38,563,000
Federal funds sold and securities purchased under
agreements to resell 5,150,000
Loans and lease financing receivables:
Loans and Leases, net of
unearned income $244,199,000
LESS: Allowance for loan
and lease losses 4,655,000
Loans and leases, net of
unearned income, allowance,
and reserve 239,544,000
Trading assets 34,918,000
Premises and fixed assets (including
capitalized leases) 3,875,000
Other real estate owned 305,000
Investments in unconsolidated
subsidiaries and associated
companies 1,214,000
Customers' liability to this bank
on acceptances outstanding 1,364,000
Intangible assets 5,935,000
Other assets 13,898,000
TOTAL ASSETS $ 368,998,000
LIABILITIES
Deposits:
In domestic offices $ 48,906,000
Noninterest-bearing $14,055,000
Interest-bearing 34,851,000
In foreign offices, Edge and
Agreement subsidiaries, and
IBFs 214,027,000
Noninterest-bearing 13,763,000
Interest-bearing 200,264,000
Federal funds purchased and
securities sold under
agreements to repurchase 11,479,000
Demand notes issued to the
U.S. Treasury 0
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Trading liabilities 24,753,000
Other borrowed money (includes
mortgage indebtedness and
obligations under capitalized
leases):
With a remaining maturity of one
year or less 12,574,000
With a remaining maturity of more
than one year through three years 4,281,000
With a remaining maturity of more
than three years 2,544,000
Bank's liability on acceptances
executed and outstanding 1,404,000
Subordinated notes and debentures 8,200,000
Other liabilities 14,355,000
TOTAL LIABILITIES $ 342,523,000
EQUITY CAPITAL
Perpetual preferred stock
and related surplus 0
Common stock $ 751,000
Surplus 11,254,000
Undivided profits and capital reserves 15,349,000
Net unrealized holding gains (losses)
on available-for-sale securities (8,000)
Accumulated net gains (losses)
on cash flow hedges 0
Cumulative foreign currency
translation adjustments (871,000)
TOTAL EQUITY CAPITAL $ 26,475,000
TOTAL LIABILITIES AND
EQUITY CAPITAL $ 368,998,000
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I, Roger W. Trupin, Controller 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.
ROGER W. TRUPIN
CONTROLLER
We, the undersigned directors, attest to the correctness of this Report of
Condition.
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.
ALAN S. MacDonald
WILLIAM R. RHODES
VICTOR J. MENEZES
DIRECTORS
