EX-25.1 7 a2169474zex-25_1.htm EXHIBIT 25.1
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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


 
 
 
ý   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 57104
(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)

CHEMTURA CORPORATION1
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)		   52-2183153
(I.R.S. Employer
Identification No.)

199 Benson Road
Middlebury, Connecticut
(Address of principal executive offices)
 
06749
(Zip code)

Senior Debt Securities
(Title of the indenture securities)

1
See Table 1—List of additional obligors


Table 1

        The address for each Guarantor listed below is 199 Benson Road, Middlebury, Connecticut 06749.

Names of Guarantors
   Jurisdiction of
Incorporation or
Organization
   I.R.S. Employee
Identification Number

A & M Cleaning Products, LLC
 
DE
 
20-0994712

Aqua Clear Industries, L.L.C.
 
NY
 
14-1801394

ASCK, Inc.
 
DE
 
35-2024489

ASEPSIS, Inc.
 
GA
 
58-6016270

BioLab Textile Additives, LLC
 
DE
 
36-4514348

Bio-Lab, Inc.
 
DE
 
22-2268754

Chemtura USA Corporation
 
NJ
 
06-1148490

CNK Chemical Realty Corporation
 
PA
 
25-1885340

Crompton Colors Incorporated
 
DE
 
06-1413341

Crompton Holding Corporation
 
DE
 
06-1413342

Crompton Monochem, Inc.
 
LA
 
62-1873574

Enenco, Incorporated
 
NY
 
13-6118443

Great Lakes Chemical Corporation
 
DE
 
95-1765035

Great Lakes Chemical Global, Inc.
 
DE
 
35-2024486

GT Seed Treatment, Inc.
 
MN
 
41-0795292

HomeCare Labs, Inc.
 
DE
 
57-1095038

ISCI, Inc.
 
IN
 
35-1427696

Kem Manufacturing Corporation
 
GA
 
58-0620603

Monochem, Inc.
 
LA
 
72-0545612

Naugatuck Treatment Company
 
CT
 
06-0902035

Recreational Water Products, Inc.
 
DE
 
22-2268754

Uniroyal Chemical Company Limited (Delaware)
 
DE
 
98-0159910

Weber City Road LLC
 
LA
 
62-1864381

WRL of Indiana, Inc.
 
IN
 
35-1119136

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 Hornbeck Offshore Services LLC 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 Trans-Lux Corporation 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 Penn National Gaming Inc. 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 12th day of April 2006.

    WELLS FARGO BANK, NATIONAL ASSOCIATION

 
 
/s/  JANE SCHWEIGER      
Jane Schweiger
Vice President

EXHIBIT 6

April 12, 2006

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 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, 2005, 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       $ 15,347
  Interest-bearing balances         1,496
Securities:          
  Held-to-maturity securities         0
  Available-for-sale securities         37,327
Federal funds sold and securities purchased under agreements to resell:          
  Federal funds sold in domestic offices         2,394
  Securities purchased under agreements to resell         950
Loans and lease financing receivables:          
  Loans and leases held for sale         37,316
  Loans and leases, net of unearned income   255,460      
  LESS: Allowance for loan and lease losses   2,122      
  Loans and leases, net of unearned income and allowance         253,338
Trading Assets         6,375
Premises and fixed assets (including capitalized leases)         3,846
Other real estate owned         173
Investments in unconsolidated subsidiaries and associated companies         377
Customers' liability to this bank on acceptances outstanding         70
Intangible assets          
  Goodwill         8,735
  Other intangible assets         13,074
Other assets         22,440
       
Total assets       $ 403,258
       

LIABILITIES
 
 
 
 
 
Deposits:          
  In domestic offices       $ 295,315
    Noninterest-bearing   82,045      
    Interest-bearing         213,270
  In foreign offices, Edge and Agreement subsidiaries, and IBFs   24,081      
    Noninterest-bearing   5      
    Interest-bearing   24,076      
Federal funds purchased and securities sold under agreements to repurchase:          
  Federal funds purchased in domestic offices   12,959      
  Securities sold under agreements to repurchase   4,684      

 
    
   Dollar Amounts
In Millions
Trading liabilities         5,276
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)		         5,267
Bank's liability on acceptances executed and outstanding         70
Subordinated notes and debentures         7,830
Other liabilities         11,951
       
Total liabilities       $ 367,433
Minority interest in consolidated subsidiaries         54

EQUITY CAPITAL
 
 
 
 
 
Perpetual preferred stock and related surplus         0
Common stock         520
Surplus (exclude all surplus related to preferred stock)         24,671
Retained earnings         10,249
Accumulated other comprehensive income         331
Other equity capital components         0
       
Total equity capital         35,771
       
Total liabilities, minority interest, and equity capital       $ 403,258
       

        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.

Dave Munio
John Stumpf
Avid Modjtabai
Directors



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Table 1
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, 2005, filed in accordance with 12 U.S.C. §161 for National Banks.