Exhibit 25(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

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

(State of incorporation if not a national bank)		13-4994650 (I.R.S. employer identification No.)

1111 Polaris Parkway Columbus, Ohio (Address of principal executive offices)		43271 (Zip Code)

Pauline E. Higgins
Vice President and Assistant General Counsel
JPMorgan Chase Bank, National Association
707 Travis Street, 4th Floor North
Houston, Texas 77002
Tel: (713) 216-1436
(Name, address and telephone number of agent for service)

(Exact name of obligor as specified in its charter)

Maryland (State or other jurisdiction of incorporation or organization)		31-0724920 (I.R.S. employer identification No.)

Huntington Center 41 South High Street Columbus, Ohio (Address of principal executive offices)		43287 (Zip Code)

Senior Debt Securities
(Title of the indenture securities)

 

 

GENERAL

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.

          Board of Governors of the Federal Reserve System, Washington, D.C., 20551

          Federal Deposit Insurance Corporation, Washington, D.C., 20429.

     (b) Whether it is authorized to exercise corporate trust powers.

          Yes.

Item 2. Affiliations with the Obligor and Guarantors.

     If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.

     None.

Item 16. List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     2. A copy of the Certificate of Authority of the Comptroller of the Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     3. None, the authority of the trustee to exercise corporate trust powers being contained in the documents described in Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act. (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority.

     8. Not applicable.

     9. Not applicable.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, N.A., 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 22nd day of December, 2005.

		JPMORGAN CHASE BANK, N.A.
		By		/s/ James D. Heaney
				James D. Heaney Vice President

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

JPMorgan Chase Bank, N.A.
of 1111 Polaris Parkway, Columbus, Ohio 43240
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business September 30, 2005, 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 Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	28,433
Interest-bearing balances			17,638
Securities:
Held to maturity securities			84
Available for sale securities			55,133
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices			24,468
Securities purchased under agreements to resell			167,210
Loans and lease financing receivables:
Loans and leases held for sale			30,960
Loans and leases, net of unearned income $360,848
Less: Allowance for loan and lease losses 4,895
Loans and leases, net of unearned income and allowance			355,953
Trading Assets			229,642
Premises and fixed assets (including capitalized leases)			8,279
Other real estate owned			141
Investments in unconsolidated subsidiaries and associated companies			794
Customers’ liability to this bank on acceptances outstanding			738
Intangible assets
Goodwill			23,365
Other Intangible assets			10,275
Other assets			55,313
TOTAL ASSETS		$	1,008,426

		Dollar Amounts
		in Millions
LIABILITIES
Deposits
In domestic offices		$	389,235
Noninterest-bearing		$	138,883
Interest-bearing			250,352
In foreign offices, Edge and Agreement
subsidiaries and IBF’s			140,161
Noninterest-bearing		$	6,800
Interest-bearing			133,361
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			8,435
Securities sold under agreements to repurchase			109,608
Trading liabilities			131,588
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)			82,712
Bank’s liability on acceptances executed and outstanding			738
Subordinated notes and debentures			17,662
Other liabilities			40,948
TOTAL LIABILITIES			921,087
Minority Interest in consolidated subsidiaries			2,249
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,785
Surplus (exclude all surplus related to preferred stock)			59,467
Retained earnings			24,523
Accumulated other comprehensive income			(685	)
Other equity capital components			0
TOTAL EQUITY CAPITAL			85,090
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL		$	1,008,426

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true and correct.

	WILLIAM B. HARRISON, JR.		)
	JAMES DIMON		)		DIRECTORS
	MICHAEL J. CAVANAGH		)