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________________________________________________________________________________ ________________________________________________________________________________ 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) ____ XXXXXX TRUST AND SAVINGS BANK (Exact name of trustee as specified in its charter) Illinois 00-0000000 (Jurisdiction of incorporation or organization (I.R.S. employer if not a U.S. national bank) identification number) 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 (Address of principal executive offices) (Zip code) Xxxx X. XxXxxxxxxx Xxxxxx Trust and Savings Bank 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (000) 000-0000 (Name, address and telephone number of agent for service) ____________________________________ VASTAR RESOURCES, INC. (Exact name of obligor as specified in its charter) Delaware 00-0000000 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 00000 Xxxxxxxx Xxxxx Xxxxxxx, Xxxxx 00000 (Address of principal executive offices) ______________________________________ ________________________________________________________________________________ ________________________________________________________________________________ 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. Commissioner of Banks and Trust Companies, State of Illinois, Springfield, Illinois; Chicago Clearing House Association, 000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxx; Federal Deposit Insurance Corporation, Washington, D.C.; The Board of Governors of the Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Xxxxxx Trust and Savings Bank is authorized to exercise corporate trust powers. 2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee, describe each such affiliation. The Obligor is not an affiliate of the Trustee. 3. through 15. NO RESPONSE NECESSARY 16. LIST OF EXHIBITS. 1. A copy of the articles of association of the Trustee is now in effect which includes the authority of the trustee to commence business and to exercise corporate trust powers. A copy of the Certificate of Merger dated April 1, 1972 between Xxxxxx Trust and Savings Bank, HTS Bank and Xxxxxx Bankcorp, Inc. which constitutes the articles of association of the Trustee as now in effect and includes the authority of the Trustee to commence business and to exercise corporate trust powers was filed in connection with the Registration Statement of Louisville Gas and Electric Company, File No. 2-44295, and is incorporated herein by reference. 2. A copy of the existing by-laws of the Trustee. A copy of the existing by-laws of the Trustee was filed in connection with the Registration Statement of Commercial Federal Corporation, File No. 333-20711, and is incorporated herein by reference. 3. The consents of the Trustee required by Section 321(b) of the Act. (included as Exhibit A on page 3 of this statement) 4. A copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority. (included as Exhibit B on page 4 of this statement) SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, XXXXXX TRUST AND SAVINGS BANK, a corporation organized and existing under the laws of the State of Illinois, 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 30th day of October, 1998. XXXXXX TRUST AND SAVINGS BANK /s/ Xxxxxxx Xxxxxxxx By: ------------------------------- Xxxxxxx Xxxxxxxx Vice President 2 EXHIBIT A The consents of the trustee required by Section 321(b) of the Act. Xxxxxx Trust and Savings Bank, as the Trustee herein named, hereby consents that reports of examinations of said trustee by Federal and State authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. XXXXXX TRUST AND SAVINGS BANK /s/ Xxxxxxx Xxxxxxxx By: ------------------------------- Xxxxxxx Xxxxxxxx Vice President 3 1 EXHIBIT B Attached is a true and correct copy of the statement of condition of Xxxxxx Trust and Savings Bank as of June 30, 1998, as published in accordance with a call made by the State Banking Authority and by the Federal Reserve Bank of the Seventh Reserve District. XXXXXX BANK Xxxxxx Trust and Savings Bank 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of business on June 30, 1998, a state banking institution organized and operating under the banking laws of this State and a member of the Federal Reserve System. Published in accordance with a call made by the Commissioner of Banks and Trust Companies of the State of Illinois and by the Federal Reserve Bank of this District. Bank's Transit Number 00000000 THOUSANDS ASSETS OF DOLLARS Cash and balances due from depository institutions: Non-interest bearing balances and currency and coin..................... $ 1,417,965 Interest bearing balances............................................... $ 303,574 Securities:.................................................................... a. Held-to-maturity securities $ 0 b. Available-for-sale securities $ 4,490,777 Federal funds sold and securities purchased under agreements to resell $ 263,100 Loans and lease financing receivables: Loans and leases, net of unearned income................................ $ 9,238,306 LESS: Allowance for loan and lease losses.............................. $103,410 ----------- Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b).................................................... $ 9,134,896 Assets held in trading accounts................................................ $ 192,782 Premises and fixed assets (including capitalized leases)....................... $ 230,242 Other real estate owned........................................................ $ 244 Investments in unconsolidated subsidiaries and associated companies............ $ 23 Customer's liability to this bank on acceptances outstanding................... $ 39,065 Intangible assets.............................................................. $ 262,703 Other assets................................................................... $ 1,090,011 ------------ TOTAL ASSETS $17,425,382 =========== 4 Wholly owned subsidiary of Xxxxxx Bankcorp, Inc. 2 LIABILITIES Deposits: In domestic offices.......................................................... $ 9,411,411 Non-interest bearing.................................................... $ 3,093,738 Interest bearing........................................................ $ 6,317,673 In foreign offices, Edge and Agreement subsidiaries, and IBF's............... $ 1,501,440 Non-interest bearing.................................................... $ 33,412 Interest bearing........................................................ $ 1,468,028 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds purchased & securities sold under agreements to repurchase....... $ 3,465,000 Trading Liabilities 83,843 Other borrowed money:.......................................................... a. With remaining maturity of one year or less $ 1,016,061 b. With remaining maturity of more than one year $ 0 Bank's liability on acceptances executed and outstanding $ 39,065 Subordinated notes and debentures.............................................. $ 225,000 Other liabilities.............................................................. $ 408,338 -------------------------- TOTAL LIABILITIES $16,150,158 ========================== EQUITY CAPITAL Common stock................................................................... $ 100,000 Surplus........................................................................ $ 601,594 a. Undivided profits and capital reserves..................................... $ 562,502 b. Net unrealized holding gains (losses) on available-for-sale securities $ 11,128 --------------------------- TOTAL EQUITY CAPITAL $ 1,275,224 ____________________________ Total liabilities, limited-life preferred stock, and equity capital............ $17,425,382 ========================== I, Xxxxxx Xxxxxxxxx, 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 Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. XXXXXX XXXXXXXXX 7/30/98 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 Board of Governors of the Federal Reserve System and the Commissioner of Banks and Trust Companies of the State of Illinois and is true and correct. XXXXXX X. XXXXX, XXXX X. XxXXXXX, XXXXXXX X. XXXXX Directors. 5 Wholly owned subsidiary of Xxxxxx Bankcorp, Inc.