EXHIBIT 99.2
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) X
BANK ONE, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
1 Bank One Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
Bank One, National Association
1 Bank One Plaza, Suite IL1-0120
Chicago, Illinois 60670-0120
Attn: Steven M. Wagner, (312) 732-3163
(Name, address and telephone number of agent for service)
--------------------------------
Capital Auto Receivables Asset Trust 2002-1
(Exact name of obligor as specified in its charter)
Delaware Pending
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) dentification number)
c/o Bankers Trust (Delaware), as Owner Trustee
1011 Centre Road
Suite 200
Wilmington, Delaware 19805
(Address of principal executive offices) (Zip Code)
Capital Auto Receivables Asset Trust 2002-1 Asset Backed Notes, Class A
(Title of 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.
Comptroller of Currency, Washington, D.C.;
Federal Deposit Insurance Corporation,
Washington, D.C.; The Board of Governors of
the Federal Reserve System, Washington D.C..
(b) Whether it is authorized to exercise
corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations With the Obligor. If the obligor
is an affiliate of the trustee, describe each
such affiliation.
No such affiliation exists with the trustee.
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 the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
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.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bank One, National Association, a national
banking association organized and existing under the laws of the United
States of America, 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 22nd day of
January, 2002.
Bank One, National Association,
Trustee
By /s/ Steven M. Wagner
Steven M. Wagner
First Vice President
* Exhibits 1, 2, 3, and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 of Bank One, National
Association, filed as Exhibit 25 to the Registration Statement on Form S-3 of
Household Finance Corporation filed with the Securities and Exchange Commission
on March 24, 2000 (Registration No. 333-33240).
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
January 22, 2002
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between Capital Auto
Receivables Asset Trust 2002-1 and Bank One, National Association, as Trustee,
the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Very truly yours,
Bank One, National Association
By: /s/ STEVEN M. WAGNER
Steven M. Wagner
First Vice President
EXHIBIT 7
Legal Title of Bank: Bank One, NA Call Date: 09/30/01 ST-BK: 17-1630 FFIEC 031
Address: 1 Bank One Plaza, Ste 0303 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for September 30, 2001
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
Schedule RC--Balance Sheet
Dollar Amounts in thousands C400
RCFD BIL MIL
---- --------
THOU
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin(1) 0081 9,040,454 1.a
b. Interest-bearing balances(2).................. 0071 3,225,011 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D).........1773 26,051,358 2.b
3. Federal funds sold and securities purchased under agreements to
resell 1350 15,887,885 3.
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale.......................................5369 58,099 4.a
b. Loans and leases, net of unearned income...... B528 75,557,555 4.b
c. LESS: Allowance for loan and lease losses..... 3128 1,923,743 4.c
d. Loans and leases, net of unearned income and allowance
(item 4.b minus 4.c).......................... B529 73,633,812 4.d
5. Trading assets (from Schedule RD-D)......... 3545 3,524,714 5.
6. Premises and fixed assets (including capitalized leases) 2145 740,933 6.
7. Other real estate owned (from Schedule RC-M) 2150 22,915 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)................... 2130 285,197 8.
9. Customers' liability to this bank on acceptances outstanding 2155 243,580 9.
10. Intangible assets.......................................................
a. Goodwill .......................... 3163 439,820 10.a
b. Other intangible assets (from Schedule RC-M)........................0426 3,639 10.b
11. Other assets (from Schedule RC-F)........... 2160 5,071,042 11.
12. Total assets (sum of items 1 through 11).... 2170 138,028,439 12.
___________________________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
Legal Title of Bank: Bank One, NA Call Date: 09/30/01 ST-BK: 17-1630 FFIEC031
Address: 1 Bank One Plaza, Ste 0303 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
Schedule RC-Continued
Dollar Amounts in
Thousands
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C RCON
from Schedule RC-E, part 1)................... 2200 57,316,170 13.a
(1) Noninterest-bearing(1).................... 6631 21,150,597 13.a1
(2) Interest-bearing............................ 6636 36,165,573 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and RCFN
IBFs (from Schedule RC-E, part II)... 2200 30,703,173 13.b
(1) Noninterest bearing....................... 6631 653,653 13.b1
(2) Interest-bearing.......................... 6636 30,049,520 13.b2
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 9,137.388 14
15. Trading liabilities (from Schedule RC-D............................ RCFD 3548 3,448,773 15
16. Other borrowed money (includes mortgage indebtedness and
and obligations under capitalized leases)(from Schedule RC-M RCFD 3190 19,134,624 16
17. Not applicable
18. Bank's liability on acceptance executed and outstanding 2920 243,580 18.
19. Subordinated notes and debentures................ 3200 3,884,517 19.
20. Other liabilities (from Schedule RC-G)........... 2930 5,177,938 20.
21. Total liabilities (sum of items 13 through 20)... 2948 129,046,163 21.
22. Minority interest in consolidated subsidiaries...................... 3000 2620 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.... 3838 0 23.
24. Common stock..................................... 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) 3839 5,509,013 25.
26. a. Retained earnings ................. 3632 2,979,112 26.a
b. Accumulated other comprehensive income (3).................. B530 290,673 26.b
27. Other equity capital components (4) ......... A130 0 27.
28. Total equity capital (sum of items 23 through 27) 3210 8,979,656 28.
29. Total liabilities, minority interest, and equity capital
(sum of items 21, 22, and 28).................... 3300 138,028,439 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for
the bank by independent external
Number
auditors as of any date during 1996 . . . . . . . . . . . . . . . . . . . . RCFD 6724 2 M.1
1 = Independent audit of the bank conducted in accordance 4. = Directors' examination of the bank
with generally accepted auditing standards by a certified performed by other
public accounting firm which submits a report on the bank external auditors (may be required
by state chartering authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial
conducted in accordance with generally accepted auditing statements by external
standards by a certified public accounting firm which auditors
submits a report on the consolidated holding company
(but not on the bank separately) 6 = Compilation of the bank's
financial statements by external
3 = Directors' examination of the bank conducted in auditors
accordance with generally accepted auditing standards 7 = Other audit procedures (excluding
by a certified public accounting firm (may be required by tax preparation work)
state chartering authority) 8 = No external audit work
_______________________________________
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
(3) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, cumulative
foreign currency translation adjustments, and minimum pension liability
adjustments.
(4) Includes treasury stock and unearned Employee Stock Ownership Plan shares.