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)
----------------
UNITED STATES TRUST COMPANY OF NEW YORK
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
NEW YORK 00-0000000
(JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER
IF NOT A U.S. NATIONAL BANK) IDENTIFICATION NO.)
000 XXXX 00XX XXXXXX 00000-0000
XXX XXXX, XX (ZIP CODE)
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)
UNITED STATES TRUST COMPANY OF NEW YORK
000 XXXX 00XX XXXXXX
XXX XXXX, XX 00000-0000
(000) 000-0000
(AGENT FOR SERVICE)
----------------
ITC/\DELTACOM, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 00-0000000
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
000 XXXX XXXXX XXXXXX 00000
XXXX XXXXX, XX (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
----------------
11% SENIOR NOTES DUE JUNE 1, 2007
(TITLE OF THE INDENTURE SECURITIES)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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.
Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Washington, D.C.
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 THE OBLIGOR
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15:
ITC/\DeltaCom, Inc. currently is not in default under any of its outstanding
securities for which United States Trust Company of New York is Trustee.
Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and
15 of Form T-1 are not required under General Instruction B.
16. LIST OF EXHIBITS
T-1.1 --Organization Certificate, as amended, issued by the State of New
York Banking Department to transact business as a Trust Company, is
incorporated by reference to Exhibit T-1.1 to Form T-1 filed on
September 15, 1995 with the Commission pursuant to the Trust
Indenture Act of 1939, as amended by the Trust Indenture Reform Act
of 1990 (Registration No. 33-97056).
T-1.2 --Included in Exhibit T-1.1.
T-1.3 --Included in Exhibit T-1.1.
T-1.4 --The By-Laws of United States Trust Company of New York, as amended,
is incorporated by reference to Exhibit T-1.4 to Form T-1 filed on
September 15, 1995 with the Commission pursuant to the Trust
Indenture Act of 1939, as amended by the Trust Indenture Reform Act
of 1990 (Registration No. 33-97056).
T-1.6 --The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended by the Trust Indenture Reform Act
of 1990.
T-1.7 --A copy of the latest report of condition of the trustee pursuant to
law or the requirements of its supervising or examining authority.
NOTE
As of June 23, 1997, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U.S. Trust
Corporation. The term "trustee" in Item 2, refers to each of United States
Trust Company of New York and its parent company, U.S. Trust Corporation.
In answering Item 2 in this statement of eligibility as to matters peculiarly
within the knowledge of the obligor or its directors, the trustee has relied
upon information furnished to it by the obligor and will rely on information
to be furnished by the obligor and the trustee disclaims responsibility for
the accuracy or completeness of such information.
----------------
-2-
Pursuant to the requirements of the Trust Indenture Act of 0000, xxx xxxxxxx,
Xxxxxx Xxxxxx Trust Company 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 23rd
day of June, 1997.
UNITED STATES TRUST COMPANY
OF NEW YORK, Trustee
By: /s/ Xxxxx Xxxxx
-------------------------------
VICE PRESIDENT
-3-
EXHIBIT T-1.6
THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(B) OF THE ACT.
UNITED STATES TRUST COMPANY OF NEW YORK
000 XXXX 00XX XXXXXX
XXX XXXX, XX 00000
January 7, 1997
Securities and Exchange Commission
000 0xx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of
1939, as amended by the Trust Indenture Reform Act of 1990, and subject to the
limitations set forth therein, United States Trust Company of New York ("U.S.
Trust") hereby consents that reports of examinations of U.S. Trust by Federal,
State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY OF NEW
YORK
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx
SENIOR VICE PRESIDENT
EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
DECEMBER 31, 1996
(IN THOUSANDS)
ASSETS
Cash and Due from Banks............................................ $ 75,754
Short-Term Investments............................................. 276,399
Securities, Available for Sale..................................... 925,886
Loans.............................................................. 1,638,516
Less:
Allowance for Credit Losses...................................... 13,168
----------
Net Loans........................................................ 1,625,348
Premises and Equipment............................................. 61,278
Other Assets....................................................... 120,903
----------
Total Assets..................................................... $3,085,568
==========
LIABILITIES
Deposits:
Non-Interest Bearing............................................. $ 645,424
Interest Bearing................................................. 1,694,581
----------
Total Deposits................................................. 2,340,005
Short-Term Credit Facilities....................................... 449,183
Accounts Payable and Accrued Liabilities........................... 139,261
----------
Total Liabilities................................................ $2,928,449
==========
STOCKHOLDER'S EQUITY
Common Stock....................................................... 14,995
Capital Surplus.................................................... 42,394
Retained Earnings.................................................. 98,926
Unrealized Gains (Losses) on Securities Available for Sale, Net of
Taxes............................................................. 804
----------
Total Stockholder's Equity......................................... 157,119
----------
Total Liabilities and Stockholder's Equity....................... $3,085,568
==========
I, Xxxxxxx X. Xxxxxxxxx, Senior Vice President & Comptroller of the named
bank do hereby declare that this Statement of Condition has been prepared in
conformance with the instructions issued by the appropriate regulatory
authority and is true to the best of my knowledge and belief.
Xxxxxxx X. Xxxxxxxxx,
SVP & Controller
April 9, 1997
