EX-25.1 2 a2137591zex-25_1.htm EXHIBIT 25.1
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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)            o

BNY MIDWEST TRUST COMPANY
(formerly known as CTC Illinois Trust Company)
(Exact name of trustee as specified in its charter)

Illinois   36-3800435
(State of incorporation
if not a U.S. national bank)		   (I.R.S. employer identification no.)

2 North LaSalle Street
Suite 1020
Chicago, Illinois
 
60602
(Address of principal executive offices)   (Zip code)

NAVISTAR INTERNATIONAL CORPORATION
(Exact name of obligor as specified in its charter)

Delaware   36-3359573
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer identification no.)

4201 Winfield Road
P.O. Box 1488
Warrenville, Illinois
 
60555
(Address of principal executive offices)   (Zip code)

INTERNATIONAL TRUCK AND ENGINE CORPORATION
(Exact name of obligor as specified in its charter)

Delaware   36-1264810
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer identification no.)

4201 Winfield Road
Warrenville, Illinois
 
60555
(Address of principal executive offices)   (Zip code)

Senior Debt Securities
(Title of the indenture securities)

        E-1

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.

Name
   Address
Office of Banks & Trust Companies of the
State of Illinois		   500 E. Monroe Street
Springfield, Illinois 62701-1532

Federal Reserve Bank of Chicago
 
230 S. LaSalle Street
Chicago, Illinois 60603
    (b)
    Whether it is authorized to exercise corporate trust powers.

        Yes.

2.
Affiliations with Obligor.

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

        None.

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 Articles of Incorporation of BNY Midwest Trust Company (formerly CTC Illinois Trust Company, formerly Continental Trust Company) as now in effect. (Exhibit 1 to Form T-1 filed with the Registration Statement No. 333-47688.)


    2,3.
    A copy of the Certificate of Authority of the Trustee as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 2 to Form T-1 filed with the Registration Statement No. 333-47688.)

    4.
    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with the Registration Statement No. 333-47688.)

    6.
    The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with the Registration Statement No. 333-47688.)

    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.

E-2

SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, BNY Midwest Trust Company, a corporation organized and existing under the laws of the State of Illinois, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 26th day of May, 2004.

    BNY Midwest Trust Company

 
 
By:
/s/  J. BARTOLINI      
    Name: J. BARTOLINI
    Title: VICE PRESIDENT

E-3

OFFICE OF BANKS AND REAL ESTATE
Bureau of Banks and Trust Companies

CONSOLIDATED REPORT OF CONDITION
OF

BNY Midwest Trust Company
2 North LaSalle Street
Suite 1020
Chicago, Illinois 60602

        Including the institution's domestic and foreign subsidiaries completed as of the close of business on December 31, 2003, submitted in response to the call of the Office of Banks and Real Estate of the State of Illinois.

 
    
    
   Thousands of Dollars
 
    
    
   (000)
ASSETS        
1.   Cash and Due from Depository Institutions       40,626
2.   U.S. Treasury Securities       -0-
3.   Obligations of States and Political Subdivisions       -0-
4.   Other Bonds, Notes and Debentures       -0-
5.   Corporate Stock       -0-
6.   Trust Company Premises, Furniture, Fixtures and Other Assets Representing Trust Company Premises       741
7.   Accounts Receivable       5,938
8.   Goodwill       86,813
9.   Intangibles       -0-
10.   Other Assets       59
    (Itemize amounts greater than 15% of Line 10)        
            Deferred Expenses   45    
            Accrued Interest Receivable—Intercompany   14    
11.   TOTAL ASSETS       134,177

E-4

OFFICE OF BANKS AND REAL ESTATE
Bureau of Banks and Trust Companies

CONSOLIDATED REPORT OF CONDITION
OF

BNY Midwest Trust Company
2 North LaSalle Street
Suite 1020
Chicago, Illinois 60602

 
    
    
   Thousands of Dollars
LIABILITIES        
12.   Accounts Payable       -0-
13.   Taxes Payable       2,810
14.   Other Liabilities for Borrowed Money       25,425
15.   Other Liabilities        
    (Itemize amounts greater than 15% of Line 14)        
            Reserve for Taxes   8,770    
            10,332
16.   TOTAL LIABILITIES       38,567

EQUITY CAPITAL
 
 
 
 
17.   Preferred Stock       -0-
18.   Common Stock       2,000
19.   Surplus       67,130
20.   Reserve for Operating Expenses       -0-
21.   Retained Earnings (Loss)       26,480
22.   TOTAL EQUITY CAPITAL       95,610
23.   TOTAL LIABILITIES AND EQUITY CAPITAL       134,177

E-5

I,           Robert L. DePaola, Vice President
   
(Name and Title of Officer Authorized to Sign Report)

of BNY Midwest Trust Company certify that the information contained in this statement is accurate to the best of my knowledge and belief. I understand that submission of false information with the intention to deceive the Commissioner or his Administrative officers is a felony.



/s/ Robert L. DePaola
(Signature of Officer Authorized to Sign Report)



Sworn to and subscribed before me this 23rd day of     January , 2004.


My Commission expires May 15, 2007.

/s/ Joseph A. Giacobino, Notary Public

(Notary Seal)

Person to whom Supervisory Staff should direct questions concerning this report.


 
 
 
Emmie Chan
Name		   Assistant Treasurer
Title

(212) 437-5639
 
 
Telephone Number (Extension)    

eychan@bankofny.com
E-mail
 
 

E-6



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