EX-25.7 22 a2171271zex-25_7.htm EX-25.7

Exhibit 25.7

 

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)

 


 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

13-4994650

(State of incorporation

(I.R.S. employer

if not a national bank)

identification No.)

 

 

1111 Polaris Parkway

 

Columbus, Ohio

43271

(Address of principal executive offices)

(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)

 


 

WILLIS NORTH AMERICA INC.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

 

13-5654526
(I.R.S. employer
identification No.)

 

 

 

c/o Willis Group Limited
Ten Trinity Square
London EC3P 3AX
England

(Address of principal executive offices)

 




N/A
(Zip Code)

 

 

 

 


 

Senior Indenture
(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.

 

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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 14th day of June, 2006.

 

 

 

JPMORGAN CHASE BANK, N.A.

 

 

 

 

 

By

 

/s/ Ignazio Tamburello

 

 

 

Ignazio Tamburello

 

 

 

Assistant Vice President

 

 

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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 March 31, 2006, 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

 

 

 

$35,771

 

Interest-bearing balances

 

 

 

11,008

 

Securities:

 

 

 

 

 

Held to maturity securities

 

 

 

72

 

Available for sale securities

 

 

 

55,459

 

Federal funds sold and securities purchased under agreements to resell:

 

 

 

 

 

Federal funds sold in domestic offices

 

 

 

17,813

 

Securities purchased under agreements to resell

 

 

 

228,565

 

Loans and lease financing receivables:

 

 

 

 

 

Loans and leases held for sale

 

 

 

32,025

 

Loans and leases, net of unearned income

 

$381,159

 

 

 

Less: Allowance for loan and lease losses

 

5,042

 

 

 

Loans and leases, net of unearned income and allowance

 

 

 

376,117

 

Trading Assets

 

 

 

246,732

 

Premises and fixed assets (including capitalized leases)

 

 

 

8,145

 

Other real estate owned

 

 

 

388

 

Investments in unconsolidated subsidiaries and associated companies

 

 

 

 

 

 

 

 

 

1,620

 

Intangible assets:

 

 

 

 

 

Goodwill

 

 

 

23,681

 

Other Intangible assets

 

 

 

11,704

 

Other assets

 

 

 

44,294

 

TOTAL ASSETS

 

 

 

$1,093,394

 

 

 

 

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LIABILITIES

 

Deposits

 

 

 

 

 

In domestic offices

 

 

 

$417,676

 

Noninterest-bearing

 

$134,430

 

 

 

Interest-bearing

 

283,246

 

 

 

In foreign offices, Edge and Agreement subsidiaries and IBF’s

 

 

 

 

 

 

 

 

 

163,635

 

Noninterest-bearing

 

$6,677

 

 

 

Interest-bearing

 

156,958

 

 

 

 

 

 

 

 

 

Federal funds purchased and securities sold under agreements to repurchase:

 

 

 

 

 

Federal funds purchased in domestic offices

 

 

 

9,221

 

Securities sold under agreements to repurchase

 

 

 

125,094

 

Trading liabilities

 

 

 

137,150

 

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

 

 

 

 

 

 

 

 

 

90,745

 

Subordinated notes and debentures

 

 

 

18,638

 

Other liabilities

 

 

 

41,884

 

TOTAL LIABILITIES

 

 

 

1,004,043

 

Minority Interest in consolidated subsidiaries

 

 

 

1,956

 

 

 

 

 

 

 

EQUITY CAPITAL

 

 

 

 

 

 

 

Perpetual preferred stock and related surplus

 

 

 

0

 

Common stock

 

 

 

1,785

 

Surplus (exclude all surplus related to preferred stock)

 

 

 

59,450

 

Retained earnings

 

 

 

27,149

 

Accumulated other comprehensive income

 

 

 

(989

)

Other equity capital components

 

 

 

0

 

TOTAL EQUITY CAPITAL

 

 

 

87,395

 

TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL

 

 

 

1,093,394

 

 

 

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

instructions issued by the appropriate Federal regulatory

authority and is true and correct.

 

 

 

                                                                MICHAEL J. CAVANAGH      )

                                                                WILLIAM B. HARRISON , JR.) DIRECTORS

                                                                JAMES DIMON                         )

 

 

 

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