Exhibit 25.1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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[ ] 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 94-1347393
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)
101 NORTH PHILLIPS AVENUE
SIOUX FALLS, SOUTH DAKOTA 57104
(Address of principal executive offices) (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)
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TENNECO INC.
(Exact name of obligor as specified in its charter)
DELAWARE 76-0515284
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 NORTH FIELD DRIVE
LAKE FOREST, ILLINOIS 60045
(Address of principal executive offices) (Zip code)
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8 1/8% SENIOR NOTES DUE 2015, SERIES A & SERIES B
(Title of the indenture securities)
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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-l 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-l 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-l 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-l 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 Chicago and State of
Illinois on the 2nd day of May 2008.
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Gregory S. Clarke
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Gregory S. Clarke
Vice president
EXHIBIT 6
May 2, 2008
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/ Gregory S. Clarke
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Gregory S. Clarke
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, 2007, filed in accordance with 12
U.S.C. Section 161 for National Banks.
Dollar Amounts
In Millions
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ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 14,641
Interest-bearing balances 1,062
Securities:
Held-to-maturity securities 0
Available-for-sale securities 62,907
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices 19,757
Securities purchased under agreements to resell 734
Loans and lease financing receivables:
Loans and leases held for sale 16,660
Loans and leases, net of unearned income 290,643
LESS: Allowance for loan and lease losses 3,625
Loans and leases, net of unearned income and allowance 287,018
Trading Assets 6,244
Premises and fixed assets (including capitalized leases) 4,282
Other real estate owned 946
Investments in unconsolidated subsidiaries and associated companies 458
Intangible assets
Goodwill 9,730
Other intangible assets 17,916
Other assets 25,506
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Total assets $ 467,861
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LIABILITIES
Deposits:
In domestic offices $ 273,931
Noninterest-bearing 71,910
Interest-bearing 202,021
In foreign offices, Edge and Agreement subsidiaries, and IBFs 69,787
Noninterest-bearing 9
Interest-bearing 69,778
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 14,049
Securities sold under agreements to repurchase 7,248
Dollar Amounts
In Millions
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Trading liabilities 3,821
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) 30,268
Subordinated notes and debentures 10,877
Other liabilities 16,108
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Total liabilities $ 426,089
Minority interest in consolidated subsidiaries 57
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 520
Surplus (exclude all surplus related to preferred stock) 25,877
Retained earnings 14,425
Accumulated other comprehensive income 893
Other equity capital components 0
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Total equity capital 41,715
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Total liabilities, minority interest, and equity capital $ 467,861
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I, Howard I. Atkins, 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.
Howard I. Atkins
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.
Michael Loughlin
John Stumpf Directors
Carrie Tolstedt