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
o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A National Banking Association (Jurisdiction of incorporation or organization if not a U.S. national bank) |
94-1347393 (I.R.S. Employer Identification No.) |
|
101 North Phillips Avenue Sioux Falls, South Dakota (Address of principal executive offices) |
57104 (Zip code) |
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
Huntsman International LLC(1)
(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) |
7.875% Senior Subordinated Notes due 2014
7.375% Senior Subordinated Notes due 2015
7.5% Senior Subordinated Notes due 2015
(Title of the indenture securities)
Table 1
Exact Name of Additional Obligors* |
Jurisdiction of Incorporation/Organization |
I.R.S. Employer Identification Number |
||
---|---|---|---|---|
Airstar Corporation | Utah | 87-0457111 | ||
Eurofuels LLC | Delaware | 91-2064641 | ||
Eurostar Industries LLC | Delaware | 87-0658223 | ||
Huntsman Advanced Materials Americas Inc. | Delaware | 52-2215309 | ||
Huntsman Advanced Materials Holdings LLC | Delaware | 92-0194011 | ||
Huntsman Advanced Materials LLC | Delaware | 92-0194012 | ||
Huntsman Australia Inc. | Utah | 87-0510821 | ||
Huntsman Chemical Company LLC | Utah | 68-0518488 | ||
Huntsman Chemical Finance Corporation | Utah | 87-0552847 | ||
Huntsman Chemical Purchasing Corporation | Utah | 87-0568517 | ||
Huntsman EA Holdings LLC | Delaware | 87-0667306 | ||
Huntsman Enterprises, Inc. | Utah | 87-0562447 | ||
Huntsman Ethyleneamines Ltd. | Texas | 87-0668124 | ||
Huntsman Expandable Polymers Company, LC | Utah | 87-0623756 | ||
Huntsman Family Corporation | Utah | 87-0517283 | ||
Huntsman Fuels, L.P. | Texas | 91-2085706 | ||
Huntsman Group Holdings Finance Corporation | Utah | 87-0552846 | ||
Huntsman Group Intellectual Property Holdings Corporation | Utah | 87-0540073 | ||
Huntsman Headquarters Corporation | Utah | 87-0526140 | ||
Huntsman International Chemicals Corporation | Utah | 87-0440648 | ||
Huntsman International Financial LLC | Delaware | 87-0632917 | ||
Huntsman International Fuels, L.P. | Texas | 91-2073796 | ||
Huntsman International Services Corporation | Texas | 75-1423616 | ||
Huntsman International Trading Corporation | Delaware | 87-0522263 | ||
Huntsman MA Investment Corporation | Utah | 87-0564509 | ||
Huntsman MA Services Corporation | Utah | 87-0661851 | ||
Huntsman Petrochemical Canada Holdings Corporation | Utah | 84-1375735 | ||
Huntsman Petrochemical Corporation | Delaware | 58-1594518 | ||
Huntsman Petrochemical Finance Corporation | Utah | 87-0552845 | ||
Huntsman Petrochemical Purchasing Corporation | Utah | 87-5068520 | ||
Huntsman Polymers Corporation | Delaware | 75-2104131 | ||
Huntsman Polymers Holdings Corporation | Utah | 87-0577209 | ||
Huntsman Procurement Corporation | Utah | 87-0644129 | ||
Huntsman Propylene Oxide Holdings LLC | Delaware | 91-2064642 | ||
Huntsman Propylene Oxide Ltd. | Texas | 91-2073797 | ||
Huntsman Purchasing, Ltd. | Utah | 84-1370346 | ||
Huntsman Texas Holdings LLC | Delaware | 87-0658222 | ||
JK Holdings Corporation | Delaware | 87-0518183 | ||
Petrostar Fuels LLC | Delaware | 87-0668830 | ||
Petrostar Industries LLC | Delaware | 87-0668831 | ||
Polymer Materials Inc. | Utah | 87-0432897 | ||
Tioxide Americas Inc. | Cayman Islands | 98-0015568 | ||
Tioxide Group | U.K. | 00-0000000 |
*Address of principal executive office are the same as those of Huntsman International LLC.
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. |
||||
Federal Reserve Bank of San Francisco San Francisco, California 94120 |
||||
(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.
Exhibit 1. | A copy of the Articles of Association of the trustee now in effect.* | |||
Exhibit 2. |
A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.** |
|||
Exhibit 3. |
See Exhibit 2 |
|||
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, 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 17th day of April 2007.
WELLS FARGO BANK, NATIONAL ASSOCIATION | ||
/s/ Jane Y. Schweiger Jane Y. Schweiger Vice President |
EXHIBIT 6
April 17, 2007
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, NATIONAL ASSOCIATION |
||
/s/ Jane Y. Schweiger Jane Y. Schweiger Vice President |
Exhibit 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2006,
filed in accordance with 12 U.S.C. §161 for National Banks.
|
|
Dollar Amounts In Millions |
||||||
---|---|---|---|---|---|---|---|---|
ASSETS | ||||||||
Cash and balances due from depository institutions: | ||||||||
Noninterest-bearing balances and currency and coin | $ | 15,071 | ||||||
Interest-bearing balances | 1,332 | |||||||
Securities: | ||||||||
Held-to-maturity securities | 0 | |||||||
Available-for-sale securities | 37,720 | |||||||
Federal funds sold and securities purchased under agreements to resell: | ||||||||
Federal funds sold in domestic offices | 4,141 | |||||||
Securities purchased under agreements to resell | 1,130 | |||||||
Loans and lease financing receivables: | ||||||||
Loans and leases held for sale | 33,751 | |||||||
Loans and leases, net of unearned income | 252,936 | |||||||
LESS: Allowance for loan and lease losses | 2,088 | |||||||
Loans and leases, net of unearned income and allowance | 250,848 | |||||||
Trading Assets | 3,060 | |||||||
Premises and fixed assets (including capitalized leases) | 4,045 | |||||||
Other real estate owned | 557 | |||||||
Investments in unconsolidated subsidiaries and associated companies | 419 | |||||||
Intangible assets | ||||||||
Goodwill | 8,995 | |||||||
Other intangible assets | 18,458 | |||||||
Other assets | 19,144 | |||||||
Total assets | $ | 398,671 | ||||||
LIABILITIES |
||||||||
Deposits: | ||||||||
In domestic offices | $ | 272,350 | ||||||
Noninterest-bearing | 76,347 | |||||||
Interest-bearing | 196,003 | |||||||
In foreign offices, Edge and Agreement subsidiaries, and IBFs | 39,196 | |||||||
Noninterest-bearing | 12 | |||||||
Interest-bearing | 39,184 | |||||||
Federal funds purchased and securities sold under agreements to repurchase: | ||||||||
Federal funds purchased in domestic offices | 4,271 | |||||||
Securities sold under agreements to repurchase | 5,631 |
|
Dollar Amounts In Millions |
|||
---|---|---|---|---|
Trading liabilities | 2,145 | |||
Other borrowed money | ||||
(includes mortgage indebtedness and obligations under capitalized leases) | 7,119 | |||
Subordinated notes and debentures | 10,164 | |||
Other liabilities | 17,464 | |||
Total liabilities | $ | 358,340 | ||
Minority interest in consolidated subsidiaries |
61 |
|||
EQUITY CAPITAL |
||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 520 | |||
Surplus (exclude all surplus related to preferred stock) | 24,751 | |||
Retained earnings | 14,549 | |||
Accumulated other comprehensive income | 450 | |||
Other equity capital components | 0 | |||
Total equity capital |
40,270 |
|||
Total liabilities, minority interest, and equity capital |
$ |
398,671 |
||
I, Karen B. Nelson, Vice President 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.
Karen
B. Nelson
Vice President
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.
Avid Modijtabai | ||
John Stumpf | Directors | |
Carrie Tolstedt |