EXHIBIT 25.1
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
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
ONE WALL STREET 10286
NEW YORK, NEW YORK (Zip Code)
(Address of principal executive offices)
Michael Shepherd
General Counsel
One Wall Street
15th Floor
New York, New York 10286
Tel: 212 635-6748
(Name, address and telephone number of agent for service)
----------------------------------------------
GRACECHURCH CARD FUNDING (NO. 7) PLC
(Exact name of obligor as specified in its charter)
ENGLAND AND WALES NONE
(State or other jurisdiction of incorporatio (I.R.S. employer
organization) identification No.)
54 LOMBARD STREET N/A
LONDON EC3P 3AH (Zip Code)
UNITED KINGDOM
(Address of principal executive offices)
-----------------------------------------
$675,000,000 Class A Floating Rate Asset-Backed Notes
$37,500,000 Class B Floating Rate Asset-Backed Notes
$37,500,000 Class C Floating Rate Asset-Backed Notes
(Title of the indenture securities)
-----------------------------------------
BARCLAYCARD FUNDING PLC
(Exact name of obligor as specified in its charter)
ENGLAND AND WALES NONE
(State or other jurisdiction of incorporation or (I.R.S. employer
organization) identification No.)
54 LOMBARD STREET N/A
LONDON EC3P 3AH (Zip Code)
UNITED KINGDOM
(Address of principal executive offices)
-----------------------------------------
(POUND) 406,200,000* Series 04-2 Floating Rate Medium Term
Note Certificate Due 2007
(Title of the indenture securities)
-----------------------------------------
* This amount is the sterling equivalent of $750,000,000 converted using the
exchange rate referred to under the "U.S. Dollar Presentation" section of the
Prospectus. The actual sterling principal amount of the series 04-2 medium term
note certificate will be the sterling equivalent of $750,000,000 using the fixed
exchange rate in the swap agreements.
-----------------------------------------
- 2 -
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.
Superintendent of Banks of the State of New York, 2 Rector Street, New
York, New York 10006 and Albany, New York, 12203.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551.
Federal Reserve Bank of New York, District No. 2, 33 Liberty Plaza, New
York, New York, 10045.
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.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
- 3 -
ITEM 16.LIST OF EXHIBITS
Exhibits identified in parentheses below, on file with the Commission, are
incorporated 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 Trustee (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.)
2. None; Certificate of Authority being contained in the documents
identified above as Exhibit 1.
3. None; authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibit 1.
4. A copy of the existing By-Laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
5. Not applicable.
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. 34-44051.)
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.
- 4 -
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, 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 in the City of London
in the United Kingdom, on the 12th day of November, 2004.
THE BANK OF NEW YORK
By: /s/ Dario Parente
-----------------------
Name: Dario Parente
Title: Assistant Treasurer
- 5 -
EXHIBIT 7 TO FORM T-1
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 June 30, 2004,
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............. $2,954,963
Interest-bearing balances...................................... 10,036,895
Securities:
Held-to-maturity securities.................................... 1,437,899
Available-for-sale securities.................................. 20,505,806
Federal funds sold and securities purchased under agreements to
resell:
Federal funds sold in domestic offices......................... 5,482,900
Securities purchased under agreements to resell................ 5,293,789
Loans and lease financing receivables:
Loans and leases held for sale................................. 48,034
Loans and leases, net of unearned income..................... 38,299,91
LESS: Allowance for loan and lease losses...................... 594,926
Loans and leases, net of unearned income and allowance......... 37,704,987
Trading Assets................................................. 2,986,727
Premises and fixed assets (including capitalized leases)....... 957,249
Other real estate owned.......................................... 374
Investments in unconsolidated subsidiaries and associated companies
246,280
Customers' liability to this bank on acceptances outstanding..... 251,948
Intangible assets
Goodwill....................................................... 2,699,812
Other intangible assets........................................ 755,311
Other assets..................................................... 7,629,093
Total assets..................................................... $94,536,383
============
LIABILITIES
Deposits:
In domestic offices........................................... $36,481,716
Noninterest-bearing........................................... 15,636,690
Interest-bearing.............................................. 20,845,026
In foreign offices, Edge and Agreement subsidiaries, and IBFs. 25,163,274
Noninterest-bearing........................................... 413,981
Interest-bearing 24,749,293
- 6 -
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices.................. 898,340
Securities sold under agreements to repurchase............... 721,016
Trading liabilities............................................ 2,377,862
Other borrowed money
(includes mortgage indebtedness and obligations under
capitalized leases).......................................... 10,475,320
Bank's liability on acceptances executed and outstanding....... 254,569
Subordinated notes and debentures.............................. 2,422,807
Other liabilities.............................................. 7,321,226
-------------
Total liabilities.............................................. $86,116,130
=============
Minority interest in consolidated subsidiaries................. 139,967
EQUITY CAPITAL
Perpetual preferred stock and related surplus.................. 0
Common stock................................................... 1,135,284
Surplus........................................................ 2,082,308
Retained earnings.............................................. 5,118,989
Accumulated other comprehensive income......................... (56,295)
Other equity capital components................................ 0
-------------
Total equity capital........................................... 8,280,286
-------------
Total liabilities minority interest and equity capital......... $94,536,383
=============
I, Thomas J. Mastro, Senior Vice President and Comptroller of the above named
bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true 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 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 Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Gerald L. Hassell Directors
Alan R. Griffith
- 7 -