Exhibit 25.1
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) o
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
| | |
New York (State of incorporation if not a U.S. national bank) | | 13-5160382 (I.R.S. employer identification no.) |
| | |
One Wall Street, New York, N.Y. (Address of principal executive offices) | | 10286 (Zip code) |
Avago Technologies Finance Pte. Ltd.
(Exact name of obligor as specified in its charter)
(See attached pages for additional obligors)
| | |
Republic of Singapore
| | Not Applicable
|
(State or other jurisdiction of
| | (I.R.S. employer
|
incorporation or organization) | | identification no.) |
| | |
1 Yishun Avenue 7, Singapore 768923
| | |
Tel: (65) 6755-7888
| | 768923
|
(Address of principal executive offices) | | (Zip code) |
10-1/8% Senior Notes due 2013
Senior Floating Rate Notes due 2013
Guarantees of 10-1/8% Senior Notes due 2013
Guarantees of Senior Floating Rate Notes due 2013
(Title of Indenture Securities)
TABLE OF ADDITIONAL OBLIGORS
| | | | | | | | | | |
| | | | Primary | | | | |
| | State or Other | | Standard | | | | Address, Including Zip Code and |
| | Jurisdiction of | | Industrial | | I.R.S. Employer | | Telephone Number, |
Exact Name as | | Incorporation or | | Classification | | Identification | | Including Area Code, of Principal |
Specified in its Charter | | Organization | | Number | | Number | | Executive Offices |
| | | | | | | | | | |
Avago Technologies U.S. Inc. | | Delaware | | | 3674 | | | 20-3387670 | | 350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400 |
| | | | | | | | | | |
Avago Technologies Wireless (U.S.A.) Manufacturing Inc. | | Delaware | | | 3674 | | | 20-3514362 | | 350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400 |
| | | | | | | | | | |
Avago Technologies ECBU IP (Singapore) Pte. Ltd. | | Singapore | | | 3674 | | | Not Applicable | | 1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888 |
| | | | | | | | | | |
Avago Technologies Enterprise IP (Singapore) Pte. Ltd. | | Singapore | | | 3674 | | | Not Applicable | | 1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888 |
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| | | | | | | | | | |
| | | | Primary | | | | |
| | State or Other | | Standard | | | | Address, Including Zip Code and |
| | Jurisdiction of | | Industrial | | I.R.S. Employer | | Telephone Number, |
Exact Name as | | Incorporation or | | Classification | | Identification | | Including Area Code, of Principal |
Specified in its Charter | | Organization | | Number | | Number | | Executive Offices |
Avago Technologies Fiber IP (Singapore) Pte. Ltd. | | Singapore | | | 3674 | | | Not Applicable | | 1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888 |
| | | | | | | | | | |
Avago Technologies General IP (Singapore) Pte. Ltd. | | Singapore | | | 3674 | | | Not Applicable | | 1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888 |
| | | | | | | | | | |
Avago Technologies International Sales Pte. Limited | | Singapore | | | 3674 | | | Not Applicable | | 1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888 |
| | | | | | | | | | |
Avago Technologies Manufacturing (Singapore) Pte. Ltd. | | Singapore | | | 3674 | | | Not Applicable | | 1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888 |
| | | | | | | | | | |
Avago Technologies Sensor IP Pte. Ltd. | | Singapore | | | 3674 | | | Not Applicable | | 1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888 |
| | | | | | | | | | |
Avago Technologies Wireless IP (Singapore) Pte. Ltd. | | Singapore | | | 3674 | | | Not Applicable | | 1 Yishun Avenue 7 Singapore 768923 Tel: (65) 6755-7888 |
| | | | | | | | | | |
Avago Technologies Sensor (U.S.A.) Inc. | | Delaware | | | 3674 | | | 20-4522743 | | 350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400 |
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| | | | | | | | | | |
| | | | Primary | | | | |
| | State or Other | | Standard | | | | Address, Including Zip Code and |
| | Jurisdiction of | | Industrial | | I.R.S. Employer | | Telephone Number, |
Exact Name as | | Incorporation or | | Classification | | Identification | | Including Area Code, of Principal |
Specified in its Charter | | Organization | | Number | | Number | | Executive Offices |
Avago Technologies U.S. R&D Inc. | | Delaware | | | 3674 | | | 20-3379093 | | 350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400 |
| | | | | | | | | | |
Avago Technologies Wireless (U.S.A.) Inc. | | Delaware | | | 3674 | | | 20-3514309 | | 350 West Trimble Road San Jose, California 95131 Tel: (408) 435-7400 |
| | | | | | | | | | |
Avago Technologies (Malaysia) Sdn. Bhd. | | Malaysia | | | 3674 | | | Not Applicable | | Bayan Lepas Free Industrial Zone 11900 Penang, Malaysia Tel: (604) 643-0611 |
| | | | | | | | | | |
Avago Technologies Enterprise Holding (Labuan) Corporation | | Labuan | | | 3674 | | | Not Applicable | | Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688 |
| | | | | | | | | | |
Avago Technologies Fiber Holding (Labuan) Corporation | | Labuan | | | 3674 | | | Not Applicable | | Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688 |
| | | | | | | | | | |
Avago Technologies Imaging Holding (Labuan) Corporation | | Labuan | | | 3674 | | | Not Applicable | | Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688 |
| | | | | | | | | | |
Avago Technologies Storage Holding (Labuan) Corporation | | Labuan | | | 3674 | | | Not Applicable | | Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688 |
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| | | | | | | | | | |
| | | | Primary | | | | |
| | State or Other | | Standard | | | | Address, Including Zip Code and |
| | Jurisdiction of | | Industrial | | I.R.S. Employer | | Telephone Number, |
Exact Name as | | Incorporation or | | Classification | | Identification | | Including Area Code, of Principal |
Specified in its Charter | | Organization | | Number | | Number | | Executive Offices |
Avago Technologies Wireless Holding (Labuan) Corporation | | Labuan | | | 3674 | | | Not Applicable | | Unit Level 13(E), Main Office Tower Financial Park Labuan Jalan Merdeka, 87000 Federal Territory of Labuan, Malaysia Tel: 6087 451 688 |
| | | | | | | | | | |
Avago Technologies Holdings B.V. | | Netherlands | | | 3674 | | | Not Applicable | | Naritaweg 165, Telestone 8 1043 BW Amsterdam, the Netherlands
|
| | | | | | | | | | Tel: +31 (0) 20 5722 312 |
| | | | | | | | | | |
Avago Technologies Storage Holdings B.V. | | Netherlands | | | 3674 | | | Not Applicable | | Naritaweg 165, Telestone 8 1043 BW Amsterdam, the Netherlands Tel: +31 (0) 20 5722 312 |
| | | | | | | | | | |
Avago Technologies Wireless Holdings B.V. | | Netherlands | | | 3674 | | | Not Applicable | | Naritaweg 165, Telestone 8 1043 BW Amsterdam, the Netherlands Tel: +31 (0) 20 5722 312 |
| | | | | | | | | | |
Avago Technologies Canada Corporation | | Canada | | | 3674 | | | Not Applicable | | 5300 Commerce Court West 199 Bay Street Toronto, Ontario M5L 1B9 Canada Tel: (416) 869-5500 |
| | | | | | | | | | |
Avago Technologies GmbH | | Germany | | | 3674 | | | Not Applicable | | Herrenberger Strasse 130 71034 Boeblingen Germany Tel: (49) 7031 464 1955 |
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| | | | | | | | | | |
| | | | Primary | | | | |
| | State or Other | | Standard | | | | Address, Including Zip Code and |
| | Jurisdiction of | | Industrial | | I.R.S. Employer | | Telephone Number, |
Exact Name as | | Incorporation or | | Classification | | Identification | | Including Area Code, of Principal |
Specified in its Charter | | Organization | | Number | | Number | | Executive Offices |
Avago Technologies Italy S.r.l. | | Italy | | | 3674 | | | Not Applicable | | Via Schiaparelli 12 10148 Torino, Italy Tel: (39) 02926081 |
| | | | | | | | | | |
Avago Technologies Japan, Ltd. | | Japan | | | 3674 | | | Not Applicable | | 7th floor, Sumitomo-Fudosan Aobadai Hills, 7-7 Aobadai 4-chome Meguro-ku, Tokyo 153-0042 Japan Tel: 81-3-6407-2727 |
| | | | | | | | | | |
Avago Technologies Mexico, S. de R.L. de C.V. | | Mexico | | | 3674 | | | Not Applicable | | San Francisco No. 1005, P.B. Colonia Del Valle, C.P. 03100 México, D.F., México Tel: (52-55) 5687-9133 |
| | | | | | | | | | |
Avago Technologies U.K. Limited | | England | | | 3674 | | | Not Applicable | | Building A, Trinity Court Wokingham Road Bracknell RG42 1PL United Kingdom Tel: 44 1344 668 342 |
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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. |
| | |
Name | | Address |
Superintendent of Banks of the State of New York | | One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223 |
| | |
Federal Reserve Bank of New York | | 33 Liberty Street, 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. |
Item 2. | | Affiliations with Obligor. |
| | | If the obligor is an affiliate of the trustee, describe each such affiliation. |
|
| | | None. |
|
Item 3-15. | | Not Applicable. |
Item 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.) |
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| 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 28th day of September, 2006.
| | | | |
| THE BANK OF NEW YORK | |
| By: | /s/ Nelson Kercado | |
| | Name: | NELSON KERCADO | |
| | Title: | ASSISTANT VICE PRESIDENT | |
|
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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 June 30, 2006, 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 | | | 3,372,000 | |
| Interest-bearing balances | | | 11,005,000 | |
Securities: | | | | |
| Held-to-maturity securities | | | 2,269,000 | |
| Available-for-sale securities | | | 23,124,000 | |
Federal funds sold and securities purchased under agreements to resell | | | | |
| Federal funds sold in domestic offices | | | 490,000 | |
| Securities purchased under agreements to resell | | | 252,000 | |
Loans and lease financing receivables: | | | | |
| Loans and leases held for sale | | | 0 | |
| Loans and leases, net of unearned income | | | 36,722,000 | |
| LESS: Allowance for loan and lease losses | | | 414,000 | |
| Loans and leases, net of unearned income and allowance | | | 36,308,000 | |
Trading assets | | | 5,770,000 | |
Premises and fixed assets (including capitalized leases) | | | 848,000 | |
Other real estate owned | | | 0 | |
Investments in unconsolidated subsidiaries and associated companies | | | 302,000 | |
Not applicable | | | | |
Intangible assets: | | | | |
| Goodwill | | | 2,177,000 | |
| Other intangible assets | | | 750,000 | |
Other assets | | | 7,196,000 | |
| | | |
Total assets | | | 93,863,000 | |
| | | |
|
LIABILITIES | | | | |
Deposits: | | | | |
| In domestic offices | | | 40,014,000 | |
| Noninterest-bearing | | | 21,153,000 | |
| Interest-bearing | | | 18,861,000 | |
| In foreign offices, Edge and Agreement subsidiaries, and IBFs | | | 31,312,000 | |
| Noninterest-bearing | | | 286,000 | |
| Interest-bearing | | | 31,026,000 | |
Federal funds purchased and securities sold under agreements to repurchase | | | | |
| Federal funds purchased in domestic offices | | | 839,000 | |
| Securities sold under agreements to repurchase | | | 396,000 | |
Trading liabilities | | | 3,045,000 | |
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) | | | 1,670,000 | |
Not applicable | | | | |
Not applicable | | | | |
Subordinated notes and debentures | | | 1,955,000 | |
Other liabilities | | | 6,011,000 | |
| | | |
Total liabilities | | | 85,242,000 | |
| | | |
Minority interest in consolidated subsidiaries | | | 150,000 | |
|
EQUITY CAPITAL | | | | |
Perpetual preferred stock and related surplus | | | 0 | |
Common stock | | | 1,135,000 | |
Surplus (exclude all surplus related to preferred stock) | | | 2,112,000 | |
Retained earnings | | | 5,444,000 | |
Accumulated other comprehensive income | | | (220,000 | ) |
Other equity capital components | | | 0 | |
Total equity capital | | | 8,471,000 | |
| | | |
Total liabilities, minority interest, and equity capital | | | 93,863,000 | |
| | | |
I, Thomas J. Mastro, Executive 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.
| |
| Thomas J. Mastro, |
| Executive 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.
| |
| Thomas A. Renyi |
| Gerald L. Hassell |
| Directors |