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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
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
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00-0000000
(I.R.S. Employer Identification Number)
000 XXXX XXXXXX, XXXXXXX, XXXXX 00000
(Address of principal executive offices) (Zip code)
XXX XXXXXXX, 000 XXXX XXXXXX, 00XX XXXXX
XXXXXXX, XXXXX 00000 (713) 216-2448
(Name, address and telephone number of agent for service)
(1) LEVIATHAN GAS PIPELINE PARTNERS, L.P.
(2) LEVIATHAN FINANCE CORPORATION
(Exact name of obligor as specified in its charter)
SEE TABLE OF ADDITIONAL OBLIGORS BELOW
(1)(2) DELAWARE (0) 00-0000000
(State or other jurisdiction of (0) 00-0000000
incorporation or organization) (I.R.S. Employer
Identification Number)
(1)(2) EL PASO ENERGY BUILDING 77002
0000 XXXXXXXXX XXXXXX (Zip code)
HOUSTON, TEXAS
(Address of principal executive offices)
10 3/8% SENIOR SUBORDINATED NOTES DUE 2009
(Title of indenture securities)
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TABLE OF ADDITIONAL OBLIGORS
ADDRESS, INCLUDING ZIP CODE,
AND TELEPHONE NUMBER,
STATE OR OTHER IRS INCLUDING AREA CODE,
JURISDICTION OF EMPLOYER OF REGISTRANT'S
NAME INCORPORATION ID NO. PRINCIPAL EXECUTIVE OFFICES
---- --------------- ---------- ----------------------------
Delos Offshore Company, L.L.C. ............ Delaware 00-0000000 *
Xxxxx Bank Gathering Company, L.L.C. ...... Delaware 00-0000000 *
Flextrend Development Company, L.L.C. ..... Delaware 00-0000000 *
Green Canyon Pipe Line Company, L.L.C. .... Delaware 00-0000000 *
Leviathan Oil Transport Systems, L.L.C. ... Delaware 00-0000000 *
Manta Ray Gathering Company, L.L.C. ....... Delaware 00-0000000 *
Poseidon Pipeline Company, L.L.C. ......... Delaware 00-0000000 *
Sailfish Pipeline Company, L.L.C. ......... Delaware 00-0000000 *
Stingray Holding, L.L.C. .................. Delaware 00-0000000 *
Tarpon Transmission Company................ Texas 00-0000000 *
Transco Hydrocarbons Company, L.L.C. ...... Delaware 00-0000000 *
Texam Offshore Gas Transmission, L.L.C. ... Delaware 00-0000000 *
Transco Offshore Pipeline Company, Delaware 00-0000000 *
L.L.C. ..................................
VK Deepwater Gathering Company, L.L.C. .... Delaware 00-0000000 *
VK-Main Pass Gathering Company, L.L.C. .... Delaware 00-0000000 *
Viosca Xxxxx Gathering Company............. Delaware 00-0000000 *
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* 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000, Telephone (713)
000-0000
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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, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee. (See Note on Page 7.)
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES
OF THE TRUSTEE.
COL. A COL. B
TITLE OF CLASS AMOUNT OUTSTANDING
-------------- ------------------
Not applicable by virtue of Form T-1 General Instruction B and response to Item 13.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY
OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING
INFORMATION:
(A) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER INDENTURE.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
(B) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE CLAIM
THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION 310(b)(1)
OF THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY SUCH
OTHER INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE
SECURITIES WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER
SUCH OTHER INDENTURE.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 5.INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH OBLIGOR OR
UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICER OF THE
TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR
REPRESENTATIVE OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR,
IDENTIFY EACH SUCH PERSON HAVING ANY SUCH CONNECTION AND STATE THE
NATURE OF EACH SUCH CONNECTION.
Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.
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ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND
EXECUTIVE OFFICER OF THE OBLIGOR.
COL. A COL. B COL. D
COL. C PERCENTAGE OF VOTING
AMOUNT OWNED SECURITIES REPRESENTED BY
NAME OF OWNER TITLE OF CLASS BENEFICIALLY AMOUNT GIVEN IN COL. C
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Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
DIRECTOR, PARTNER AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.
COL. A COL. B COL. C COL. B
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN IN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY COL. C
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Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO THE SECURITIES OF THE OBLIGOR
OWNED BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN
DEFAULT BY THE TRUSTEE.
COL. A COL. C
COL. B AMOUNT OWNED COL. B
WHETHER THE BENEFICIALLY OR PERCENTAGE OF
SECURITIES HELD AS COLLATERAL CLASS
ARE VOTING SECURITY FOR REPRESENTED BY
OR NONVOTING OBLIGATIONS IN AMOUNT GIVEN IN
TITLE OF CLASS SECURITIES DEFAULT COL. C
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Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
COL. A COL. B COL. C
AMOUNT OWNED COL. D
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
SECURITY FOR REPRESENTED BY
NAME OF ISSUER AMOUNT OBLIGATIONS IN AMOUNT GIVEN IN
AND TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
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Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.
ITEM 10.OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE
KNOWLEDGE OF THE TRUSTEE (1) OWNS 10% OR MORE OF THE VOTING
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SECURITIES OF THE OBLIGOR OR (2) IS AN AFFILIATE, OTHER THAN A
SUBSIDIARY, OF THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO
THE VOTING SECURITIES OF SUCH PERSON.
COL. A COL. B COL. C
AMOUNT OWNED COL. D
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
SECURITY FOR REPRESENTED BY
NAME OF ISSUER AMOUNT OBLIGATIONS IN AMOUNT GIVEN IN
AND TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
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Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.
ITEM 11.OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50% OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE
KNOWLEDGE OF THE TRUSTEE, OWNS 50% OR MORE OF THE VOTING SECURITIES OF
THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF
SECURITIES OR SUCH PERSON ANY OF WHICH ARE SO OWNED OR HELD BY THE
TRUSTEE.
COL. A COL. B COL. C
AMOUNT OWNED COL. D
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
SECURITY FOR REPRESENTED BY
NAME OF ISSUER AMOUNT OBLIGATIONS IN AMOUNT GIVEN IN
AND TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
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Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE
TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
COL. A COL. B
NATURE OF AMOUNT COL. C
INDEBTEDNESS OUTSTANDING DATE DUE
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Not applicable by virtue of Form T-1
General Instruction B and response
to Item 13.
ITEM 13. DEFAULTS BY THE OBLIGOR.
(A) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH
DEFAULT.
There is not, nor has there been, a default with respect to the
securities under this indenture. (See Note on Page 7.)
(B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH
ANY SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN
ANY OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS
TRUSTEE FOR MORE THAN ONE OUTSTANDING SERIES OF SECURITIES UNDER
THE INDENTURE, STATE WHETHER THERE HAS BEEN A DEFAULT UNDER ANY
SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR SERIES
AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There has not been a default under any such indenture or series.
(See Note on Page 7.)
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
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ITEM 15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE
QUALIFIED UNDER THE ACT.
Not applicable.
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility.
- 1. A copy of the articles of association of the trustee now in effect.
# 2. A copy of the certificate of authority of the trustee to commence
business.
* 3. A copy of the certificate of authorization of the trustee to exercise
corporate trust powers issued by the Board of Governors of the Federal Reserve
System under date of January 21, 1948.
+ 4. A copy of the existing bylaws of the trustee.
5. Not applicable.
6. The consent of the United States institutional trustees required by
Section 321(b) of the Act.
M 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.
NOTE REGARDING INCORPORATED EXHIBITS
Effective January 20, 1998, the name of the Trustee was changed from Texas
Commerce Bank National Association to Chase Bank of Texas, National Association.
Certain of the exhibits incorporated herein by reference, except for Exhibit 7,
were filed under the former name of the Trustee.
- Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as exhibits to the
Form S-3 File No. 33-56195.
# Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as exhibits to the
Form S-3 File No. 33-42814.
* Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as exhibits to the
Form S-11 File No. 33-25132.
+ Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as exhibits to the
Form S-3 File No. 33-65055.
M Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as exhibits to the
Form S-4 File No. 333-77263.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base responsive answers to Items 2 and 13, the
answers to said Items are based on incomplete information. Such Items may,
however, be considered as correct unless amended by an amendment to this Form
T-1.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chase Bank of Texas, National Association, formerly known as Texas
Commerce 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 authorized, all in the City of Houston, and State of Texas, on the
18th day of June, 1999.
CHASE BANK of TEXAS, NATIONAL
ASSOCIATION, as Trustee
By: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Vice President and Trust Officer
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EXHIBIT 6
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
The undersigned is trustee under an Indenture between Leviathan Gas
Pipeline Partners, L.P., a Delaware limited partnership, and Leviathan Finance
Corporation, a Delaware corporation, as obligors (the "Companies"), and Chase
Bank of Texas, National Association, as Trustee, entered into in connection with
the issuance of the Companies' Senior Subordinated Notes.
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned hereby consents that reports of examinations of the undersigned,
made by Federal or State authorities authorized to make such examinations, may
be furnished by such authorities to the Securities and Exchange Commission upon
its request therefor.
Very truly yours,
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee
By: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Vice President and Trust Officer
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