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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION 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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U.S. TRUST COMPANY OF TEXAS, N.A.
(Exact name of trustee as specified in its charter)
75-2353745
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
2001 Ross Ave, Suite 2700 75201
Dallas, Texas (Zip Code)
(Address of trustee's
principal executive offices)
Compliance Officer
U.S. Trust Company of Texas, N.A.
2001 Ross Ave, Suite 2700
Dallas, Texas 75201
(214) 754-1200
(Name, address and telephone number of agent for service)
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Environmental Systems Products Holdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware 52-2096698
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
7 Kripes Road 06026
East Granby,Connecticut (Zip Code)
(Address of principal executive offices)
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13% Senior Subordinated Notes due 2008
(Title of the indenture securities)
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GENERAL
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.
Federal Reserve Bank of Dallas (11th District), Dallas, Texas
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Dallas, Texas
The Office of the Comptroller of the Currency, Dallas, Texas
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
2. Affiliations with Obligor and Underwriters.
If the obligor or any underwriter for the obligor is an affiliate of the
Trustee, describe each such affiliation.
None.
3. Voting Securities of the Trustee.
Furnish the following information as to each class of voting securities of
the Trustee:
As of December 15, 1998
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Col A. Col B.
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Title of Class Amount Outstanding
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Capital Stock - par value $100 per share 5,000 shares
4. Trusteeships under Other Indentures.
Not Applicable
5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters.
Not Applicable
6. Voting Securities of the Trustee Owned by the Obligor or its Officials.
Not Applicable
7. Voting Securities of the Trustee Owned by Underwriters or their Officials.
Not Applicable
8. Securities of the Obligor Owned or Held by the Trustee.
Not Applicable
9. Securities of Underwriters Owned or Held by the Trustee.
Not Applicable
10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.
Not Applicable
11. Ownership or Holdings by the Trustee of any Securities of a Person Owning
50 Percent or More of the Voting Securities of the Obligor.
Not Applicable
12. Indebtedness of the Obligor to the Trustee.
Not Applicable
13. Defaults by the Obligor.
Not Applicable
14. Affiliations with the Underwriters.
Not Applicable
15. Foreign Trustee.
Not Applicable
16. List of Exhibits.
T-1.1 - A copy of the Articles of Association of U.S. Trust Company of
Texas, N.A.; incorporated herein by reference to Exhibit T-1.1
filed with Form T-1 Statement, Registration No. 22-21897.
16. (con't.)
T-1.2 - A copy of the certificate of authority of the Trustee to commence
business; incorporated herein by reference to Exhibit T-1.2 filed
with Form T-1 Statement, Registration No. 22-21897.
T-1.3 - A copy of the authorization of the Trustee to exercise corporate
trust powers; incorporated herein by reference to Exhibit T-1.3
filed with Form T-1 Statement, Registration No. 22-21897.
T-1.4 - A copy of the By-laws of the U.S. Trust Company of Texas, N.A.,
as amended to date; incorporated herein by reference to
Exhibit T-1.4 filed with Form T-1 Statement, Registration
No. 22-21897.
T-1.6 - The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939.
T-1.7 - A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or
examining authority.
NOTE
As of December 15, 1998 the Trustee had 5,000 shares of Capital Stock
outstanding, all of which are owned by U.S. T.L.P.O. Corp. As of December 15,
1998, U.S. T.L.P.O. Corp. had 35 shares of Capital Stock outstanding, all of
which are owned by U.S. Trust Corporation. U.S. Trust Corporation had
outstanding 18,428,249.00 shares of $5 par value Common Stock as of December
15, 1998.
The term "Trustee" in Items 2, 5, 6, 7, 8, 9, 10 and 11 refers to each of U.S
Trust Company of Texas, N.A., U.S. T.L.P.O. Corp. and U.S. Trust Corporation.
In as much as this Form T-1 is filed prior to the ascertainment by the Trustee
of all the facts on which to base responsive answers to Items 2, 5, 6, 7, 9, 10
and 11, the answers to said Items are based upon incomplete information. Items
2, 5, 6, 7, 9, 10 and 11 may, however, be considered correct unless amended by
an amendment to this Form T-1.
In answering any items in this Statement of Eligibility and Qualification which
relates to matters peculiarly within the knowledge of the obligors or their
directors or officers, or an underwriter for the obligors, the Trustee has
relied upon information furnished to it by the obligors and will rely on
information to be furnished by the obligors or such underwriter, and the Trustee
disclaims responsibility for the accuracy or completeness of such information.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
U.S Trust Company of Texas, N.A., a national banking association organized under
the laws of the United States of America, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Dallas, and State of Texas on the
15th day of December, 1998.
U.S. Trust Company
of Texas, N.A., Trustee
By: /s/ Gerard F. Ganey
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Gerard F. Ganey
Authorized Officer
Exhibit T-1.6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 as amended in connection with the proposed issue of Environmental
Systems Products Holdings Inc. 13% Senior Subordinated Notes due 2008, we
hereby consent that reports of examination by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities
and Exchange Commission upon request therefore.
U.S. Trust Company of Texas, N.A.
By: /s/ Gerard F. Ganey
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Gerard F. Ganey
Authorized Officer
Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-005
Office of the Comptroller of the Currency
Federal Financial Institutions OMB Number: 1557-0081
Examination Council Expires March 31, 2001
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(LOGO) (1)
Please Refer to Page I,
Table of Contents, for
The required disclosure
of estimated burden.
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CONSOLIDATED REPORTS OF CONDITION
AND INCOME FOR A BANK WITH DOMESTIC
OFFICES ONLY AND TOTAL ASSETS OF LESS
THAN $100 MILLION - - FFIEC 033
REPORT AT THE CLOSE OF BUSINESS September 30, 1998
This report is required by law: 12 U.S.C. Section Section 324 (State member
banks); 12 U.S.C. Section Section 1817 (State nonmember banks); and 12 U.S.C.
Section Section 161 (National banks).
(19980930)
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(RCRI 9999)
This report form is to be filed by banks with domestic offices only. Banks with
branches and consolidated subsidiaries in U.S. territories and possessions, Edge
or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries,
or International Banking Facilities must file FFIEC 031.
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NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National Banks.
I, Alfred B. Childs, SVP & Cashier
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Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that these Reports of Condition and Income
(including the supporting schedules) have been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and are true
to the best of my knowledge and belief.
/s/ Alfred B. Childs
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Signature of Officer Authorized to Sign Report
October 21, 1998
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Date of Signature
The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions. NOTE: these instructions may in
some cases differ from generally accepted accounting principles.
We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) 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.
/s/ William Goodwin
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Director (Trustee)
/s/ Stuart M. Pearman
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Director (Trustee)
/s/ J. T. Moore, Jr.
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Director (Trustee)
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Submission of Reports
Each bank must prepare its Reports of Condition and Income either:
(a) in electronic form and then file the computer data file directly with the
banking agencies' collection agent, Electronic Data Systems Corporation
(EDS), by modem or on computer diskette; or
(b) in hard-copy (paper form and arrange for another party to convert the
paper report to electronic form. That party (if other than EDS) must
transmit the bank's computer data file to EDS.
For electronic filing assistance, contact EDS Call Report Services, 2150 N.
Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571.
To fulfill the signature and attestation requirement for the Reports of
Condition and Income for this report date, attach this signature page to the
hard-copy record of the completed report that the bank places in its files.
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FDIC Certificate Number _____________ US Trust Company of Texas, National
(RCRI 9050) Association
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Legal Title of Bank (TEXT 9010)
Dallas
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City (TEXT 9130)
TX 75201
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State Abbrev.(TEXT 9200) Zip Code.
(TEXT 9220)
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency
U.S. Trust Company of Texas, N.A. Call Date: State #: 48-6797 FFIEC 033
2001 Ross Avenue, Suite 2700 09/30/98 Cert #: 33217 RC-2
Dallas, TX 75201 Vendor ID:
D --------------
Transit #: 11101765 9
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CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR September 30, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC - BALANCE SHEET
C200
Dollar Amounts in Thousands
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ASSETS
1. Cash and balances due from depository institutions: RCON
a. Noninterest-bearing balances and currency and coin 0081 956 1.a
(1,2)
b. Interest bearing balances 0071 1,375 1.b
(3)
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 117,282 2.b
3. Federal funds sold (4) and securities purchased under
agreements to resell: 1350 5,000 3
4. Loans and lease financing receivables: RCON
a. Loans and leases, net of unearned income
(from Schedule RC-C) 2122 21,497 4.a
b. LESS: Allowance for loan and lease losses 3123 245 4.b
c. LESS: Allocated transfer risk reserve 3128 0 4.c
d. Loans and leases, net of unearned income, allowance,
and reserve (item 4.a minus 4.b and 4.c) RCON
2125 21,252 4.d
5. Trading assets 3545 0 5.
6. Premises and fixed assets (including capitalized leases) 2145 669 6.
7. Other real estate owned (from Schedule RC-M) 2150 0 7.
8. Investments in unconsolidated subsidiaries and
associated companies (from Schedule RC-M) 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding 2155 0 9.
10. Intangible assets (from Schedule RC-M) 2143 0 10.
11. Other assets (from Schedule RC-F) 2160 1,921 11.
12. Total assets (sum of items 1 through 11) 2170 148,455 12.
(1) Includes cash items in process of collection and unposted debits.
(2) Included time certificates of deposit not held for trading.
U.S. Trust Company of Texas, N.A. Call Date: State #: 48-6797 FFIEC 033
2001 Ross Avenue, Suite 2700 09/30/98 Cert #: 33217 RC-1
Dallas, TX 75201 Vendor ID:
D --------------
Transit #: 11101765 10
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SCHEDULE RC - CONTINUED
Dollar Amounts in Thousands
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LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A RCON
and C from Schedule RC-E) RCON 2200 119,853 13.a
(1) Noninterest-bearing (1) 6631 10,673 13.a.1
(2) Interest-bearing 6636 109,180 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries,
and IBFs
(1) Noninterest-bearing
(2) Interest-bearing
14. Federal funds purchased(2) and securities sold under RCON
agreements to repurchase: 2800 0 14
15. a. Demand notes issued to the U.S. Treasury 2840 0 15.a
b. Trading liabilities 3548 0 15.b
16. Other borrowed money:
a. With a remaining maturity of one year or less 2332 1,000 16.a
b. With a remaining maturity of more than one year
through three years A547 2,000 16.b
c. With a remaining maturity of more than three years A548 1,000 16.c
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 2920 0 18.
19. Subordinated notes and debentures 3200 0 19.
20. Other liabilities (from Schedule RC-G) 2930 2,493 20.
21. Total liabilities (sum of items 13 through 20) 2948 126,346 21.
22. Not applicable
EQUITY CAPITAL
RCON
23. Perpetual preferred stock and related surplus 3838 7,000 23.
24. Common stock 3230 500 24.
25. Surplus (exclude all surplus related to preferred stock) 3839 8,384 25.
26. a. Undivided profits and capital reserves 3632 5,261 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities 8434 964 26.b
27. Cumulative foreign currency translation adjustments
28. Total equity capital (sum of items 23 through 27) 3210 22,109 28.
29. Total liabilities and equity capital (sum of items 21 and 28) 2257 148,455 29.
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
NUMBER
1. Indicate in the box at the right the number of the statement 6724 N/A M.1
below that best describes the most comprehensive level of
auditing work performed for the bank by independent external
auditors as of any date during 1997
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1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by certified public accounting firm which submits a
report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company (but
not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.