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
o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A U.S. National Banking Association (Jurisdiction of incorporation or organization if not a U.S. national bank) |
41-1592157 (I.R.S. Employer Identification No.) |
|
Sixth Street and Marquette Avenue Minneapolis, Minnesota (Address of principal executive offices) |
55479 (Zip code) |
Stanley S. Stroup, General Counsel
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234
(Name,
address and telephone number of agent for service)
HUNTSMAN INTERNATIONAL LLC
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
87-0630358 (I.R.S. Employer Identification No.) |
|
500 Huntsman Way Salt Lake City, Utah (Address of principal executive offices) |
84108 (Zip code) |
97/8% Senior Notes due 2009
(Title of the 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 the Currency Treasury Department 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 Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. |
||||
None with respect to the trustee. |
||||
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13. |
|
|
|
|
|||
---|---|---|---|---|---|---|
Item 15. Foreign Trustee. | Not applicable. | |||||
Item 16. List of Exhibits. |
List below all exhibits filed as a part of this Statement of Eligibility. Wells Fargo Bank incorporates by reference into this Form T-1 the exhibits attached hereto. |
|||||
Exhibit 1. |
a. |
A copy of the Articles of Association of the trustee now in effect.** |
||||
Exhibit 2. |
a. |
A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.* |
||||
b. |
A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis.* |
|||||
c. |
A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.* |
|||||
d. |
A copy of the letter dated May 12, 1983 from the Regional Counsel, Comptroller of the Currency, acknowledging receipt of notice of name change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association.* |
|||||
e. |
A copy of the letter dated January 4, 1988 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of "Norwest Bank Minnesota, National Association."* |
|||||
f. |
A copy of the letter dated July 10, 2000 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation effective July 8, 2000 of Norwest Bank Minnesota, National Association with various other banks under the title of "Wells Fargo Bank Minnesota, National Association."*** |
|||||
Exhibit 3. |
A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.* |
|||||
Exhibit 4. |
Copy of By-laws of the trustee as now in effect.** |
|||||
Exhibit 5. |
Not applicable. |
|||||
Exhibit 6. |
The consent of the trustee required by Section 321(b) of the Act. |
|||||
Exhibit 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. |
|||||
Exhibit 8. |
Not applicable. |
|||||
Exhibit 9. |
Not applicable. |
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank Minnesota, 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 Minneapolis and State of Minnesota on the 20th day of June 2003.
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION |
|||
By: |
|||
Jane Y. Schweiger Vice President |
June 20, 2003
Securities
and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Very truly yours, |
|
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION |
|
Jane Y. Schweiger Vice President |
Wells Fargo Bank Minnesota, N.A. | FFIEC 031 | |
RC-1 | ||
Legal Title of Bank | 12 | |
Minneapolis | ||
City | ||
MN 55479 | ||
State Zip Code | ||
Transmitted to InterCept on 04/30/2003. Confirmation Number0005056 | ||
FDIC Certificate Number05208 |
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 2003
All schedules are to be reported in thousands of dollars. Unless otherwise indicated report the amount outstanding as of the last business day of the quarter.
Schedule RCBalance Sheet
|
Dollar Amounts in Thousands |
RCFD |
Bil Mil Thou |
|
|||||||
---|---|---|---|---|---|---|---|---|---|---|---|
ASSETS | |||||||||||
1. Cash and balances due from depository institutions (from Schedule RC-A): | |||||||||||
a. Noninterest-bearing balances and currency and coin (1) | 0081 | 1,808,024 | 1.a | ||||||||
b. Interest-bearing balances (2) | 0071 | 61,952 | 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 | 1,894,615 | 2.b | ||||||||
3. Federal funds sold and securities purchased under agreements to resell: | RCON | ||||||||||
a. Federal funds sold in domestic offices | B987 | 4,420,010 | 3.a | ||||||||
RCFD | |||||||||||
b. Securities purchased under agreements to resell (3) | B989 | 66,300 | 3.b | ||||||||
4. Loans and lease financing receivables (from Schedule RC-C): | |||||||||||
a. Loans and leases held for sale | 5369 | 21,749,977 | 4.a | ||||||||
b. Loans and leases, net of unearned income | B528 | 18,479,391 | 4.b | ||||||||
c. LESS: Allowance for loan and lease losses | 3123 | 283,003 | 4.c | ||||||||
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) | B529 | 18,196,388 | 4.d | ||||||||
5. Trading assets (from Schedule RC-D) | 3545 | 53,262 | 5 | ||||||||
6. Premises and fixed assets (including capitalized leases) | 2145 | 155,743 | 6 | ||||||||
7. Other real estate owned (from Schedule RC-M) | 2150 | 5,728 | 7 | ||||||||
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) | 2130 | 0 | 8 | ||||||||
9. Customers' liability to this bank on acceptances outstanding | 2155 | 6,322 | 9 | ||||||||
10. Intangible assets: | |||||||||||
a. Goodwill | 3163 | 291,457 | 10.a | ||||||||
b. Other intangible assets (from Schedule RC-M) | 0426 | 7,166 | 10.b | ||||||||
11. Other assets (from Schedule RC-F) | 2160 | 1,387,956 | 11 | ||||||||
12. Total assets (sum of items 1 through 11) | 2170 | 50,104,900 | 12 |
Wells Fargo Bank Minnesota, N.A. | FFIEC 031 | |
RC-2 | ||
Legal Title of Bank | 13 | |
Transmitted to InterCept on 04/30/2003. Confirmation Number0005056 | ||
FDIC Certificate Number05208 |
Schedule RCContinued
|
Dollar Amounts in Thousands |
RCON |
Bil Mil Thou |
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
LIABILITIES | ||||||||||||
13. Deposits: | ||||||||||||
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) | 2200 | 32,835,865 | 13.a | |||||||||
(1) Noninterest-bearing (1) | 6631 | 20,287,304 | 13.a.1 | |||||||||
(2) Interest-bearing | 6636 | 12,548,561 | 13.a.2 | |||||||||
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs | RCFN | |||||||||||
(from Schedule RC-E, part II) | 2200 | 4,728,569 | 13.b | |||||||||
(1) Noninterest-bearing | 6631 | 803 | 13.b.1 | |||||||||
(2) Interest-bearing | 6636 | 4,727,766 | 13.b.2 | |||||||||
14. Federal funds purchased and securities sold under agreements to repurchase: | RCON | |||||||||||
a. Federal funds purchased in domestic offices (2) | B993 | 2,034,891 | 14.a | |||||||||
RCFD | ||||||||||||
b. Securities sold under agreements to repurchase (3) | B995 | 323,318 | 14.b | |||||||||
15. Trading liabilities (from Schedule RC-D) | 3548 | 49,169 | 15 | |||||||||
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) | 3190 | 5,526,099 | 16 | |||||||||
17. Not applicable | ||||||||||||
18. Bank's liability on acceptances executed and outstanding | 2920 | 6,322 | 18 | |||||||||
19. Subordinated notes and debentures(4) | 3200 | 0 | 19 | |||||||||
20. Other liabilities (from Schedule RC-G) | 2930 | 918,916 | 20 | |||||||||
21. Total liabilities (sum of items 13 through 20) | 2948 | 46,423,149 | 21 | |||||||||
22. Minority interest in consolidated subsidiaries | 3000 | 0 | 22 | |||||||||
EQUITY CAPITAL | ||||||||||||
23. Perpetual preferred stock and related surplus | 3838 | 0 | 23 | |||||||||
24. Common stock | 3230 | 100,000 | 24 | |||||||||
25. Surplus (exclude all surplus related to preferred stock) | 3839 | 2,133,596 | 25 | |||||||||
26. a. Retained earnings | 3632 | 1,397,118 | 26.a | |||||||||
b. Accumulated other comprehensive income (5) | B530 | 51,037 | 26.b | |||||||||
27. Other equity capital components (6) | A130 | 0 | 27 | |||||||||
28. Total equity capital (sum of items 23 through 27) | 3210 | 3,681,751 | 28 | |||||||||
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) | 3300 | 50,104,900 | 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 auditors as of any date during 2002 | RCFD 6724 |
Number 2 |
M. 1 |
1 = | Independent audit of the bank conducted in accordance | 4 = | Directors' examination of the bank conducted | |||
with generally accepted auditing standards by a certified | in accordance with generally accepted auditing | |||||
public accounting firm which submits a report on the bank | standards by a certified public accounting firm | |||||
2 = | Independent audit of the bank's parent holding company | (may be required by state chartering authority) | ||||
conducted in accordance with generally accepted auditing | 5 = | Directors' examination of the bank performed by | ||||
standards by a certified public accounting firm which | other external auditors (may be required by state | |||||
submits a report on the consolidated holding company (but | chartering authority) | |||||
not on the bank separately) | 6 = | Review of the bank's financial statements by | ||||
3 = | Attestation on bank management's assertion on the | external auditors | ||||
effectiveness of the bank's internal control over financial | 7 = | Compilation of the bank's financial statements by | ||||
reporting by a certified public accounting firm | external auditors | |||||
8 = | Other audit procedures (excluding tax | |||||
preparation work) | ||||||
9 = | No external audit work |