EX-25.1 6 dex251.htm STATEMENT OF ELIGIBILITY OF TRUSTEE Statement of Eligibility of Trustee

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)

 


 

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 


 

A U.S. National Banking Association

 

41-1592157

(Jurisdiction of incorporation or

organization if not a U.S. national bank)

 

(I.R.S. Employer

Identification No.)

Sixth Street and Marquette Avenue
Minneapolis, Minnesota

 

55479

(Address of principal executive offices)

 

(Zip code)

 

Stanley S. Stroup, General Counsel

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479

(612) 667-1234

(Agent for Service)

 


 

Ethyl Corporation

(Exact name of obligor as specified in its charter)

 


 

Virginia

 

54-0118820

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

330 South Fourth Street 

Richmond, Virginia

 

23219

(Address of principal executive offices)

 

(Zip code)

 


 

8 7/8% Senior Notes due 2010

(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.

  

Consolidated Report of Condition attached.

Exhibit 8.

  

Not applicable.

Exhibit 9.

  

Not applicable.


*   Incorporated by reference to exhibit number 25.1(b) filed with registration statement number 333-74872.
***   Incorporated by reference to exhibit T3G filed with registration statement number 022-22473.

**** Incorporated by reference to exhibit number 2f to the trustee’s Form T-1 filed as exhibit 25.1 to the Current Report Form 8-K dated September 8, 2000 of NRG Energy Inc. file number 001-15891.


 

SIGNATURE

 

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 15th day of May 2003.

 

WELLS FARGO BANK MINNESOTA,

NATIONAL ASSOCIATION

By: /s/    Joseph P. O’Donnell        


Joseph P. O’Donnell

Corporate Trust Officer


 

EXHIBIT 6

 

May 15, 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

By: /s/    Joseph P. O’Donnell        


Joseph P. O’Donnell

Corporate Trust Officer


 

Consolidated Report of Condition of

 

Wells Fargo Bank Minnesota, National Association

of Sixth Street and Marquette Avenue, Minneapolis, MN 55479

And Foreign and Domestic Subsidiaries,

at the close of business March 31, 2003, 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

         

$

1,808

Interest-bearing balances

         

 

62

Securities:

             

Held-to-maturity securities

         

 

0

Available-for-sale securities

         

 

1,895

Federal funds sold and securities purchased under agreements to resell:

             

Federal funds sold in domestic offices

         

 

4,420

Securities purchased under agreements to resell

         

 

66

Loans and lease financing receivables:

             

Loans and leases held for sale

         

 

21,750

Loans and leases, net of unearned income

  

18,479

        

LESS: Allowance for loan and lease losses

  

283

        

Loans and leases, net of unearned income and allowance

         

 

18,196

Trading Assets

         

 

53

Premises and fixed assets (including capitalized leases)

         

 

156

Other real estate owned

         

 

6

Investments in unconsolidated subsidiaries and associated companies

         

 

0

Customers’ liability to this bank on acceptances outstanding

         

 

6

Intangible assets

             

Goodwill

         

 

292

Other intangible assets

         

 

7

Other assets

         

 

1,388

           

Total assets

         

$

50,105

           

LIABILITIES

             

Deposits:

             

In domestic offices

         

$

32,836

Noninterest-bearing

  

20,287

        

Interest-bearing

  

12,549

        

In foreign offices, Edge and Agreement subsidiaries, and IBFs

         

 

4,729

Noninterest-bearing

  

1

        

Interest-bearing

  

4,728

        

Federal funds purchased and securities sold under agreements to repurchase:

             

Federal funds purchased in domestic offices

         

 

2,035

Securities sold under agreements to repurchase

         

 

323


 

      

Dollar Amounts

In Millions


Trading liabilities

    

 

49

Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)

    

 

5,526

Bank’s liability on acceptances executed and outstanding

    

 

6

Subordinated notes and debentures

    

 

0

Other liabilities

    

 

919

      

Total liabilities

    

$

46,423

Minority interest in consolidated subsidiaries

    

 

0

EQUITY CAPITAL

        

Perpetual preferred stock and related surplus

    

 

0

Common stock

    

 

100

Surplus (exclude all surplus related to preferred stock)

    

 

2,134

Retained earnings

    

 

1,397

Accumulated other comprehensive income

    

 

51

Other equity capital components

    

 

0

      

Total equity capital

    

 

3,682

      

Total liabilities, minority interest, and equity capital

    

$

50,105

      

 

I, Karen B. Martin, 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. Martin

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.

 

Jon R. Campbell

Marilyn A. Dahl                                             Directors

Gerald B. Stenson