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)

 

 

 

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)

 

 

 

 

Huntsman International LLC(1)

4.875% Senior Notes due 2020

Guarantees of 4.875% Senior Notes due 2020

(Title of the indenture securities)

 

(1) See Table of Additional Registrants on following page.

 

 

Table of Additional Registrants

 

Exact Name of Additional Registrants*		Jurisdiction of Incorporation/Organization		Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
Airstar Corporation		Utah		2800		87-0457111
Huntsman Advanced Materials Americas LLC		Delaware		2800		52-2215309
Huntsman Advanced Materials LLC		Delaware		2800		92-0194012
Huntsman Australia LLC		Utah		2800		87-0510821
Huntsman Chemical Purchasing Corporation		Utah		2800		87-0568517
Huntsman Enterprises, Inc.		Utah		2800		87-0562447
Huntsman Ethyleneamines LLC		Texas		2800		87-0668124
Huntsman Fuels LLC		Texas		2800		91-2085706
Huntsman International Financial LLC		Delaware		2800		87-0632917
Huntsman International Fuels LLC		Texas		2800		91-2073796
Huntsman International Trading Corporation		Delaware		2800		87-0522263
Huntsman MA Investment Corporation		Utah		2800		87-0564509
Huntsman MA Services Corporation		Utah		2800		87-0661851
Huntsman Petrochemical LLC		Delaware		2800		58-1594518
Huntsman Petrochemical Purchasing Corporation		Utah		2800		87-0568520
Huntsman Procurement Corporation		Utah		2800		87-0644129
Huntsman Propylene Oxide LLC		Texas		2800		91-2073797
Huntsman Purchasing, Ltd.		Utah		2800		84-1370346
Polymer Materials Inc.		Utah		2800		87-0432897
Tioxide Americas (Holdings) LLC		Delaware		2800		27-4242817
Tioxide Americas LLC		Cayman Islands		2800		98-0015568
Tioxide Group		U.K.		2800		98-0207605

*                                         Address and telephone number 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.

 

 

*                 Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.

 

 

**          Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.

 

 

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

 

 

SIGNATURE

 

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 30th day of November, 2012.

 

 

	WELLS FARGO BANK, NATIONAL ASSOCIATION
	/s/ Lynn M. Steiner
	Lynn M. Steiner
	Vice President

 

 

EXHIBIT 6

 

November 30, 2012

 

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/ Lynn M. Steiner
	Lynn M. Steiner
	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 September 30, 2012, 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				$	16,931
Interest-bearing balances				74,188
Securities:
Held-to-maturity securities				0
Available-for-sale securities				204,296
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices				30
Securities purchased under agreements to resell				24,666
Loans and lease financing receivables:
Loans and leases held for sale				31,929
Loans and leases, net of unearned income		728,980
LESS: Allowance for loan and lease losses		14,500
Loans and leases, net of unearned income and allowance				714,480
Trading Assets				40,930
Premises and fixed assets (including capitalized leases)				7,618
Other real estate owned				4,074
Investments in unconsolidated subsidiaries and associated companies				581
Direct and indirect investments in real estate ventures				86
Intangible assets
Goodwill				21,545
Other intangible assets				19,703
Other assets				57,739
Total assets				$	1,218,796
LIABILITIES
Deposits:
In domestic offices				$	876,434
Noninterest-bearing		234,742
Interest-bearing		641,692
In foreign offices, Edge and Agreement subsidiaries, and IBFs				76,676
Noninterest-bearing		2,323
Interest-bearing		74,353
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices				8,985
Securities sold under agreements to repurchase				11,823

 

 

		Dollar Amounts
		In Millions
Trading liabilities		23,232
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)		39,783
Subordinated notes and debentures		16,786
Other liabilities		35,449
Total liabilities		$	1,089,168
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		99,518
Retained earnings		20,950
Accumulated other comprehensive income		7,541
Other equity capital components		0
Total bank equity capital		128,528
Noncontrolling (minority) interests in consolidated subsidiaries		1,100
Total equity capital		129,628
Total liabilities, and equity capital		$	1,218,796

 

I, Timothy J. Sloan, EVP & CFO 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.

 

 

Timothy J. Sloan

EVP & CFO

 

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.

 

 

John Stumpf	Directors
David Hoyt
Carrie Tolstedt