EX-25.1 74 dex251.htm FORM T-1 6 7/8% SECOND PRIORITY SENIOR SECURED NOTES DUE 2011 Form T-1 6 7/8% Second Priority Senior Secured Notes due 2011

Exhibit 25.1(a)

 


 

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)

 


 

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

 

New York   13-5160382
(Jurisdiction of incorporation   (I.R.S. Employer
if not a U.S. national bank)   Identification No.)
One Wall Street    
New York, New York   10286
(Address of principal executive offices)   (Zip code)

 


 

MAGNACHIP SEMICONDUCTOR S.A.

(Exact name of obligor as specified in its charter)

 

Luxembourg   Not Applicable
(State or other jurisdiction   (I.R.S. Employer
of incorporation or organization)   Identification No.)
10, rue de Vianden, L-2680    
Luxembourg, Grand Duchy of Luxembourg   361-725
(Address of principal executive offices)   (Zip code)

 

MAGNACHIP SEMICONDUCTOR FINANCE COMPANY

 

Delaware   84-1664144
(State or other jurisdiction   (I.R.S. Employer
of incorporation or organization)   Identification No.)
c/o MagnaChip Semiconductor S.A.    
10, rue de Vianden, L-2680    
Luxembourg, Grand Duchy of Luxembourg   361-725
(Address of principal executive offices)   (Zip code)

 


 

Floating Rate Second Priority Senior Secured Notes due 2011

6  7/8% Second Priority Senior Secured Notes due 2011

(Title of the Indenture Securities)

 


 

 


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.

 

Superintendent of Banks of the State of New York

Federal Reserve Bank of New York

Federal Deposit Insurance Corporation

New York Clearing House Association

 

2 Rector Street, New York, N.Y. 10006

and Albany, N.Y. 12203

33 Liberty Plaza, New York, N.Y. 10045

550 17th Street, N.W., Washington, D.C. 20429

New York, N.Y. 10005

 

  (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.

 

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 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

 

  4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed as Exhibit 25(a) to Registration Statement No. 333-102200.)

 

  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. 33-44051.)

 

  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.

 

 

2


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 21st day of June, 2005.

 

THE BANK OF NEW YORK
By:   /s/    DOROTHY MILLER
    Name: Dorothy Miller
    Title: Vice President

 

 

 

3


EXHIBIT 7

(Page 1 of 3)

 


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 March 31, 2005, 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

   $2,292,000

Interest-bearing balances

   7,233,000

Securities:

    

Held-to-maturity securities

   1,831,000

Available-for-sale securities

   21,039,000

Federal funds sold and securities purchased under agreements to resell

    

Federal funds sold in domestic offices

   1,965,000

Securities purchased under agreements to resell

   379,000

Loans and lease financing receivables:

    

Loans and leases held for sale

   35,000

Loans and leases, net of unearned income

   31,461,000

LESS: Allowance for loan and lease losses

   579,000

Loans and leases, net of unearned income and allowance

   30,882,000

Trading Assets

   4,656,000

Premises and fixed assets (including capitalized leases)

   832,000

Other real estate owned

   0

Investments in unconsolidated subsidiaries and associated companies

   269,000

Customers’ liability to this bank on acceptances outstanding

   54,000

Intangible assets:

    

Goodwill

   2,042,000

Other intangible assets

          740,000

Other assets

          5,867,000
         

Total assets

        $ 80,116,000
         


EXHIBIT 7

(Page 2 of 3)

 

LIABILITIES

      

Deposits:

      

In domestic offices

   $ 34,241,000

Noninterest-bearing

     15,330,000

Interest-bearing

     18,911,000

In foreign offices, Edge and Agreement subsidiaries, and IBFs

     25,464,000

Noninterest-bearing

     548,000

Interest-bearing

     24,916,000

Federal funds purchased and securities sold under agreements to repurchase

      

Federal funds purchased in domestic offices

     735,000

Securities sold under agreements to repurchase

     121,000

Trading liabilities

     2,780,000

Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)

     1,560,000

Not applicable

      

Bank’s liability on acceptances executed and outstanding

     55,000

Subordinated notes and debentures

     1,440,000

Other liabilities

     5,803,000
    

Total liabilities

   $ 72,199,000
    

Minority interest in consolidated subsidiaries

     141,000

 

EQUITY CAPITAL

      

Perpetual preferred stock and related surplus

     0

Common stock

   $ 1,135,000

Surplus (exclude all surplus related to preferred stock)

     2,088,000

Retained earnings

     4,643,000

Accumulated other comprehensive income

     -90,000

Other equity capital components

     0
    

Total equity capital

   $ 7,776,000
    

Total liabilities, minority interest, and equity capital

   $ 80,116,000
    


EXHIBIT 7

(Page 3 of 3)

 

I, Thomas J. Mastro, Senior 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,

Senior 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
Alan R. Griffith
        

Directors