FORM T-1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-3818954
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification No.)
114 West 47th Street 10036-1532
New York, NY (Zip Code)
(Address of principal
executive offices)
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Resolution Performance Products LLC
(Exact name of obligor as specified in its charter)
Delaware 76-0607613
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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RPP Capital Corporation
(Exact name of obligor as specified in its charter)
Delaware 76-0660306
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1600 Smith Street, Suite 2416 77002
Houston, Texas (Zip Code)
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13 1/2% Senior Subordinated Notes due 2010
(Title of the indenture securities)
-2-
GENERAL
1. GENERAL INFORMATION
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Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Washington, D.C.
New York State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. AFFILIATIONS WITH THE OBLIGOR
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If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15:
Resolution Performance Products LLC and RPP Capital Corporation currently
are not in default under any of its outstanding securities for which United
States Trust Company of New York is Trustee. Accordingly, responses to
Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of Form T-1 are not
required under General Instruction B.
16. LIST OF EXHIBITS
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T-1.1 -- Organization Certificate, as amended, issued by the State of
New York Banking Department to transact business as a Trust
Company, is incorporated by reference to Exhibit T-1.1 to
Form T-1 filed on September 15, 1995 with the Commission
pursuant to the Trust Indenture Act of 1939, as amended by
the Trust Indenture Reform Act of 1990 (Registration No. 33-
97056).
T-1.2 -- Included in Exhibit T-1.1.
T-1.3 -- Included in Exhibit T-1.1.
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16. LIST OF EXHIBITS
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(cont'd)
T-1.4 -- The By-Laws of United States Trust Company of New York, as
amended, is incorporated by reference to Exhibit T-1.4 to
Form T-1 filed on September 15, 1995 with the Commission
pursuant to the Trust Indenture Act of 1939, as amended by
the Trust Indenture Reform Act of 1990 (Registration No.
33-97056).
T-1.6 -- The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990.
T-1.7 -- A copy of the latest report of condition of the trustee
pursuant to law or the requirements of its supervising or
examining authority.
NOTE
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As of March 5, 2001, the trustee had 2,999,029 shares of Common Stock
outstanding, all of which are owned by its parent company, U.S. Trust
Corporation. The term "trustee" in Item 2, refers to each of United States
Trust Company of New York and its parent company, U. S. Trust Corporation.
In answering Item 2 in this statement of eligibility as to matters peculiarly
within the knowledge of the obligor or its directors, the trustee has relied
upon information furnished to it by the obligor and will rely on information to
be furnished by the obligor and the trustee disclaims responsibility for the
accuracy or completeness of such information.
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Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
United States Trust Company of New York, a corporation organized and existing
under the laws of the State of New York, 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 5th day
of March 2001.
UNITED STATES TRUST COMPANY
OF NEW YORK, Trustee
By: /s/ Cynthia Chaney
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Cynthia Chaney
Assistant Vice President
EXHIBIT T-1.6
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The consent of the trustee required by Section 321(b) of the Act.
United States Trust Company of New York
114 West 47th Street
New York, NY 10036
March 10, 2000
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, and subject to the
limitations set forth therein, United States Trust Company of New York ("U.S.
Trust") hereby consents that reports of examinations of U.S. Trust by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
/s/ Gerard F. Ganey
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By: Gerard F. Ganey
Senior Vice President
EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
SEPTEMBER 30, 2000
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($ IN THOUSANDS)
ASSETS
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Cash and Due from Banks $ 119,590
Short-Term Investments 65,126
Securities, Available for Sale 561,915
Loans 2,780,062
Less: Allowance for Credit Losses 17,793
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Net Loans 2,762,269
Premises and Equipment 64,452
Other Assets 262,004
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Total Assets $3,835,356
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LIABILITIES
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Deposits:
Non-Interest Bearing $ 763,271
Interest Bearing 2,060,401
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Total Deposits 2,823,672
Short-Term Credit Facilities 516,480
Accounts Payable and Accrued Liabilities 192,956
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Total Liabilities $3,533,108
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STOCKHOLDER'S EQUITY
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Common Stock 14,995
Capital Surplus 126,551
Retained Earnings 162,347
Unrealized Loss on Securities
Available for Sale (Net of Taxes) (1,645)
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Total Stockholder's Equity 302,248
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Total Liabilities and
Stockholder's Equity $3,835,356
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I, Richard E. Brinkmann, Managing Director & Comptroller of the named bank do
hereby declare that this Statement of Condition has been prepared in conformance
with the instructions issued by the appropriate regulatory authority and is true
to the best of my knowledge and belief.
Richard E. Brinkmann, Managing Director & Controller
December 22, 2000
EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
SEPTEMBER 30, 2000
($ IN THOUSANDS)
ASSETS
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Cash and Due from Banks $ 119,590
Short-Term Investments 65,126
Securities, Available for Sale 561,915
Loans 2,780,062
Less: Allowance for Credit Losses 17,793
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Net Loans 2,762,269
Premises and Equipment 64,452
Other Assets 262,004
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Total Assets $ 3,835,356
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LIABILITIES
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Deposits:
Non-Interest Bearing $ 763,271
Interest Bearing 2,060,401
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Total Deposits 2,823,672
Short-Term Credit Facilities 516,480
Accounts Payable and Accrued Liabilities 192,956
-------------
Total Liabilities $ 3,533,108
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STOCKHOLDER'S EQUITY
- --------------------
Common Stock 14,995
Capital Surplus 126,551
Retained Earnings 162,347
Unrealized Loss on Securities
Available for Sale (Net of Taxes) (1,645)
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TOTAL STOCKHOLDER'S EQUITY 302,248
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TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 3,835,356
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I, Richard E. Brinkmann, Managing Director & Comptroller of the named bank do
hereby declare that this Statement of Condition has been prepared in conformance
with the instructions issued by the appropriate regulatory authority and is true
to the best of my knowledge and belief.
Richard E. Brinkmann, Managing Director & Controller
December 22, 2000