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EXHIBIT 25.1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED,
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a trustee pursuant to
Section 305(b) (2) _____
FIRST UNION NATIONAL BANK
(Exact name of Trustee as specified in its charter)
000 XXXXX XXXXX XXXXXX, 0XX XX.
XXXXXXXXX, XX 00000-0000 00-0000000
(Address of principal executive office) (Zip Code) (I.R.S. Employer Identification No.)
Xxxxxxxx X. Xxxxxxx (804) 343-6067
000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000
AETHER SYSTEMS, INC.
(Exact name of obligor as specified in its charter)
Delaware 00-0000000
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
00000 Xxxxxxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
(Address of principal executive offices) (Zip Code)
% Convertible Notes due 2005
(Title of the indenture securities)
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1. GENERAL INFORMATION.
(a) The following are the names and addresses of each examining or
supervising authority to which the Trustee is subject:
The Comptroller of the Currency, Washington, D.C. Federal Reserve
Bank of Richmond, Richmond, Virginia. Federal Deposit Insurance
Corporation, Washington, D.C. Securities and Exchange Commission,
Division of Market Regulation, Washington, D.C.
(b) The Trustee is authorized to exercise corporate trust powers.
2. AFFILIATIONS WITH OBLIGOR.
The obligor is not an affiliate of the Trustee.
3. VOTING SECURITIES OF THE TRUSTEE.
Response not required.
(See answer to Item 13)
4. TRUSTEESHIPS UNDER OTHER INDENTURES.
Response not required.
(See answer to Item 13)
5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
Response not required.
(See answer to Item 13)
6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
Response not required.
(See answer to Item 13)
7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
Response not required.
(See answer to Item 13)
8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Response not required.
(See answer to Item 13)
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9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
Response not required.
(See answer to Item 13)
10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
Response not required.
(See answer to Item 13)
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.
Response not required.
(See answer to Item 13)
12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
Response not required.
(See answer to Item 13)
13. DEFAULTS BY THE OBLIGOR.
A. None
B. None
14. AFFILIATIONS WITH THE UNDERWRITERS.
Response not required.
(See answer to Item 13)
15. FOREIGN TRUSTEE.
Trustee is a national banking association organized under the laws
of the United States.
16. LIST OF EXHIBITS.
(1) *Articles of Incorporation.
(2) Certificate of Authority of the Trustee to conduct business. No
Certificate of Authority of the Trustee to commence business is
furnished since this authority is continued in the Articles of
Association of the Trustee.
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(3) *Certificate of Authority of the Trustee to exercise corporate
trust powers.
(4) *By-Laws.
(5) Inapplicable.
(6) Consent by the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939 as amended. Included at Page 5 of this Form
T-1 Statement.
(7) *Report of condition of Trustee. (Incorporated herein by reference
per SEC registration number 333-76965).
(8) Inapplicable.
(9) Inapplicable.
* Exhibits thus designated have heretofore been filed with the Securities
and Exchange Commission, have not been amended since filing are
incorporated herein by reference (See Exhibit T-1 Registration Number
333-76965).
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, FIRST UNION NATIONAL BANK, 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
Richmond, and in the Commonwealth of Virginia on the 13th day of March, 2000.
FIRST UNION NATIONAL BANK
(Trustee)
BY: /s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx, Vice President
EXHIBIT T-1 (6)
CONSENT OF TRUSTEE
Under Section 321(b) of the Trust Indenture Act of 1939 and in connection
with the issuance by Aether Systems, Inc. % Convertible Notes due 2005, First
Union National Bank, as the Trustee herein named, hereby consents that reports
of examinations of said Trustee by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon requests therefor.
FIRST UNION NATIONAL BANK
BY: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Dated: March 13, 1999
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