Washington, D. C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT ASTRUSTEE CHECKIF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

EX-4.2 3 dex42.htm FORM T-1 STATEMENT OF ELIGIBILITY Form T-1 Statement of Eligibility

Exhibit 4.2


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)

 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

  13 ###-###-####

(State of incorporation

if not a national bank)

 

(I.R.S. employer

identification No.)

 

1111 Polaris Parkway

Columbus, Ohio

  43271
(Address of principal executive offices)   (Zip Code)

Pauline E. Higgins

Vice President and Assistant General Counsel

JPMorgan Chase Bank, National Association

707 Travis Street, 4th Floor North

Houston, Texas 77002

Tel: (713)  ###-###-####

(Name, address and telephone number of agent for service)

 


OLIN CORPORATION

(Exact name of obligor as specified in its charter)

 

Virginia   13-1872319

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification No.)

 

190 Carondelet Plaza, Suite 1530

Clayton, MO

  63105-3443
(Address of principal executive offices)   (Zip Code)

 


Debt Securities

(Title of the indenture securities)

 



GENERAL

 

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, Washington, D.C.

Board of Governors of the Federal Reserve System, Washington, D.C., 20551

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

 

  (b) Whether it is authorized to exercise corporate trust powers.

Yes.

 

Item 2. Affiliations with the Obligor and Guarantors.

If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.

None.

 

-2-


Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of Eligibility.

1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

2. A copy of the Certificate of Authority of the Comptroller of the Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

3. None, the authority of the trustee to exercise corporate trust powers being contained in the documents described in Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act. (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

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.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, N.A., has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 26th day of June, 2006.

 

JPMORGAN CHASE BANK, N.A.

By

 

/s/ Christopher C. Holly

 

Christopher C. Holly

 

Vice President

 

-3-


Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2

CONSOLIDATED REPORT OF CONDITION OF

JPMorgan Chase Bank, N.A.

of 1111 Polaris Parkway, Columbus, Ohio 43240

and Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System,

at the close of business December 31, 2005, in

accordance with a call made by the Federal Reserve Bank of this

District pursuant to the provisions of the Federal Reserve Act.

 

     Dollar Amounts
in Millions
ASSETS   

Cash and balances due from depository institutions:

  

Noninterest-bearing balances and currency and coin

   $ 35,280

Interest-bearing balances

     22,803

Securities:

  

Held to maturity securities

     77

Available for sale securities

     34,994

Federal funds sold and securities purchased under agreements to resell

  

Federal funds sold in domestic offices

     27,504

Securities purchased under agreements to resell

     193,355

Loans and lease financing receivables:

  

Loans and leases held for sale

     32,360

Loans and leases, net of unearned income $363,371

  

Less: Allowance for loan and lease losses 4,857

  

Loans and leases, net of unearned income and allowance

     358,514

Trading Assets

     221,837

Premises and fixed assets (including capitalized leases)

     8,102

Other real estate owned

     134

Investments in unconsolidated subsidiaries and associated companies

     1,508

Customers’ liability to this bank on acceptances outstanding

     471

Intangible assets

  

Goodwill

     23,499

Other Intangible assets

     10,478

Other assets

     43,069
      

TOTAL ASSETS

   $ 1,013,985
      


LIABILITIES   

Deposits

  

In domestic offices

   $ 406,865  

Noninterest-bearing $141,522

  

Interest-bearing 265,343

  

In foreign offices, Edge and Agreement subsidiaries and IBF’s

     145,745  

Noninterest-bearing $ 7,552

  

Interest-bearing 138,193

  

Federal funds purchased and securities sold under agreements to repurchase:

  

Federal funds purchased in domestic offices

     10,091  

Securities sold under agreements to repurchase

     95,300  

Trading liabilities

     124,236  

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

     84,483  

Bank’s liability on acceptances executed and outstanding

     471  

Subordinated notes and debentures

     18,655  

Other liabilities

     39,850  

TOTAL LIABILITIES

     925,696  

Minority Interest in consolidated subsidiaries

     1,939  
EQUITY CAPITAL   

Perpetual preferred stock and related surplus

     0  

Common stock

     1,785  

Surplus (exclude all surplus related to preferred stock)

     59,504  

Retained earnings

     25,711  

Accumulated other comprehensive income

     (650 )

Other equity capital components

     0  

TOTAL EQUITY CAPITAL

     86,350  
        

TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL

   $ 1,013,985  
        

I, Joseph L. Sclafani, E.V.P. & Controller 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.

JOSEPH L. SCLAFANI

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.

 

WILLIAM B. HARRISON, JR.

   )   

JAMES DIMON

   )   

DIRECTORS

MICHAEL J. CAVANAGH

   )