EX-25.1 8 a09-31355_1ex25d1.htm EX-25.1

Exhibit 25.1

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

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)

 


 

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

 

31-0841368

I.R.S. Employer Identification No.

 

800 Nicollet Mall

 

Minneapolis, Minnesota

55402

(Address of principal executive offices)

(Zip Code)

 

Raymond Haverstock

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

(651) 495-3909

(Name, address and telephone number of agent for service)

 

Vitesse Semiconductor Corporation

(Issuer with respect to the Securities)

 

Delaware

 

77-0138960

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

 

741 Calle Plano

 

 

Camarillo, California

 

93012

(Address of Principal Executive Offices)

 

(Zip Code)

 

8% Convertible Second Lien Debentures due 2014

(the “Exchange Notes”)

(Title of the Indenture Securities)

 

 

 



 

FORM T-1

 

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.

 

Comptroller of the Currency

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

 

Item 3                                                              Item 3 is not applicable to the best of the Trustee’s knowledge.

 

Item 4                                                              TRUSTEESHIPS UNDER OTHER INDENTURESIf the Trustee is a trustee under another indenture under which any other securities, of certificate or interest or participation in any other securities, of the obligor are outstanding, furnish the following:

 

(a)          Title of the Securities outstanding under each such other indenture; and

 

U.S.  Bank National Association (“U.S. Bank”) serves as indenture trustee for the 1.5% Convertible Subordinated Debentures Due 2024 (the “Old Notes”) issued pursuant to that certain indenture dated September 22, 2004 (the “Old Indenture”).

 

(b)          A brief statement of the facts relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310(b) (1) of the Act arises as a result of the trusteeship under any such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture.

 

Pursuant to a restructuring agreement between the Company and holders of the Old Notes, the indebtedness represented by the Old Notes will be cancelled or repaid prior to or concurrently with the issuance of the Exchange Notes to which this Form T-1 applies.

 

Items 5-15                                      Items 5-15 are not applicable to the best of the Trustee’s knowledge.

 

Item 16.                            LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility and qualification.

 

1.   A copy of the Articles of Association of the Trustee.*

 

2.   A copy of the certificate of authority of the Trustee to commence business.*

 

 

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3.               A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

 

4.               A copy of the existing bylaws of the Trustee.**

 

5.               A copy of each Indenture referred to in Item 4.***

 

6.               The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

 

7.               Report of Condition of the Trustee as of June 30, 2009 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

 


* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-145601 filed on August 21, 2007.

*** Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, File Number 001-31614, filed on September 23, 2004 by Vitesse Semiconductor Corporation.

 

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SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, 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 St. Paul, State of Minnesota on the 14 day of October, 2009.

 

 

 

By:

/s/ Raymond Haverstock

 

 

Raymond Haverstock

 

 

Vice President

 

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Exhibit 6

 

CONSENT

 

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

 

 

Dated: October 14, 2009

By:

/s/ Raymond Haverstock

 

 

Raymond Haverstock

 

 

Vice President

 

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2009

 

($000’s)

 

 

 

6/30/2009

 

Assets

 

 

 

Cash and Balances Due From Depository Institutions

 

$

6,526,915

 

Securities

 

38,971,863

 

Federal Funds

 

3,558,381

 

Loans & Lease Financing Receivables

 

180,342,925

 

Fixed Assets

 

4,176,818

 

Intangible Assets

 

12,451,763

 

Other Assets

 

14,416,029

 

Total Assets

 

$

260,444,694

 

 

 

 

 

Liabilities

 

 

 

Deposits

 

$

174,406,310

 

Fed Funds

 

11,988,123

 

Treasury Demand Notes

 

0

 

Trading Liabilities

 

385,470

 

Other Borrowed Money

 

34,999,265

 

Acceptances

 

0

 

Subordinated Notes and Debentures

 

7,779,967

 

Other Liabilities

 

6,530,991

 

Total Liabilities

 

$

236,090,126

 

 

 

 

 

Equity

 

 

 

Minority Interest in Subsidiaries

 

$

1,647,451

 

Common and Preferred Stock

 

18,200

 

Surplus

 

12,642,020

 

Undivided Profits

 

10,046,897

 

Total Equity Capital

 

$

24,354,568

 

 

 

 

 

Total Liabilities and Equity Capital

 

$

260,444,694

 

 

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

 

U.S. Bank National Association

 

By:

/s/ Raymond S. Haverstock

 

 

Vice President

 

 

Date: October 14, 2009

 

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