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UNITED STATES
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)(2) o
WACHOVIA BANK, NATIONAL ASSOCIATION
(Exact Name of Trustee as Specified in its Charter)
22-1147033
(I.R.S. Employer Identification No.)
301 S. COLLEGE STREET, CHARLOTTE, NORTH CAROLINA
(Address of Principal Executive Offices)
28288-0630
(Zip Code)
WACHOVIA BANK, NATIONAL ASSOCIATION
5847 SAN FELIPE, SUITE 1050
HOUSTON, TEXAS 77057
(713) 278-4320
(Name, address and telephone number of Agent for Service)
PLAINS ALL AMERICAN PIPELINE, L.P.
PAA FINANCE CORP.
(Exact Name of Obligor as Specified in its Charter)
DELAWARE
(State or other jurisdiction of Incorporation or Organization)
76-0669671
(I.R.S. Employer Identification No.)
333 CLAY STREET
HOUSTON, TEXAS
(Address of Principal Executive Offices)
77002
(Zip Code)
4.75% SENIOR NOTES DUE 2009
5.875% SENIOR NOTES DUE 2016
(Title of Indenture Securities)
1. General information.
Furnish the following information as to the trustee:
- a)
- Name and address of each examining or supervisory authority to which it is subject:
Comptroller of the Currency
United States Department of the Treasury
Washington, D.C. 20219
Federal Reserve Bank
Richmond, Virginia 23219
Federal Deposit Insurance Corporation
Washington, D.C. 20429 - b)
- Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with obligor.
If 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:
Not applicable—see answer to Item 13.
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—see answer 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 the result of the trusteeship under any 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—see answer to Item 13.
5. Interlocking directorates and similar relationships with the obligor or underwriters.
If the trustee or any of the directors or executive officers 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—see answer to Item 13.
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:
Not applicable—see answer to Item 13.
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:
Not applicable—see answer to Item 13.
8. Securities of the obligor owned or held by the trustee.
Furnish the following information as to securities of the obligor owned beneficially or held as collateral security for obligations in default by the trustee:
Not applicable—see answer to Item 13.
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:
Not applicable—see answer to Item 13.
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 percent or more of the voting stock 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:
Not applicable—see answer to Item 13.
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.
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 percent or more of the voting securities of the obligor, furnish the following information as to each class of securities of such person any of which are so owned or held by the trustee:
Not applicable—see answer to Item 13.
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:
Not applicable—see answer to Item 13.
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.
None.
b) 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, 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.
None
14. Affiliations with the underwriters.
If any underwriter is an affiliate of the trustee, describe each such affiliation.
Not applicable—see answer to Item 13.
15. Foreign trustee.
Identify the order or rule pursuant to which the trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act.
Not applicable—trustee is a national banking association organized under the laws of the United States.
16. List of Exhibits.
List below all exhibits filed as part of this statement of eligibility.
* 1. Copy of Articles of Association of the trustee as now in effect.
* 2. Copy of the Certificate of the Comptroller of the Currency dated March 27, 2002, evidencing the authority of the trustee to transact business.
* 3. Copy of the Certification of Fiduciary Powers of the trustee by the Office of the Comptroller of the Currency dated March 27, 2002.
** 4. Copy of existing by-laws of the trustee.
5. Copy of each indenture referred to in Item 4, if the obligor is in default.
-Not Applicable.
X 6. Consent of the trustee required by Section 321(b) of the Act.
X 7. Copy of report of condition of the trustee at the close of business on March 31, 2004, published pursuant to the requirements of its supervising authority.
8. Copy of any order 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
9. Consent to service of process required of foreign trustees pursuant to Rule 10a-4 under the Act.
-Not Applicable
*Previously filed with the Securities and Exchange Commission on April 11, 2002 as an Exhibit to Form T-1 in connection with Registration Statement File No. 333-86036 and is incorporated by reference herein.
** Previously filed with the Securities and Exchange Commission on May 13, 2003 as an Exhibit to Form T-1 in connection with Registration Statement File No. 333-105207 and is incorporated by reference herein.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Wachovia 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 Houston and the State of Texas, on the 2nd day of December, 2004.
| WACHOVIA BANK, NATIONAL ASSOCIATION | |||
By: | /s/ KEVIN M. DOBRAVA Kevin M. Dobrava Vice President | ||
EXHIBIT T-6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of Plains All American Pipeline, L.P. PAA Finance Corp. 4.75% Senior Notes due 2009, and 5.875% Senior Notes due 2016, Wachovia Bank, National Association, hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.
| WACHOVIA BANK, NATIONAL ASSOCIATION | |||
By: | /s/ KEVIN M. DOBRAVA Kevin M. Dobrava Vice President | ||
Houston, Texas
December 2, 2004
EXHIBIT T-7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of Wachovia Bank, N.A., at the close of business on September 30, 2004, published in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161. Charter Number 1 Comptroller of the Currency.
Statement of Resources and Liabilities
ASSETS
Thousand of Dollars
| Cash and balance due from depository institutions: | |||||
| Noninterest-bearing balances and currency and coin | 11.360,000 | ||||
| Interest-bearing balances | 5,991,000 | ||||
| Securities | //////// | ||||
| Held-to-maturity securities (from Schedule RC-B, column A) | 0 | ||||
| Available-for-sale securities (from schedule RC-B, column D) | 99,470,000 | ||||
| Federal funds sold and securities purchased under agreements to resell | 0 | ||||
| Federal funds sold in domestic offices | 4,035,000 | ||||
| Securities purchased under agreements to resell | 5,584,000 | ||||
| Loans and lease financing receivables (from Schedule RC-C): | |||||
| Loan and leases held for sale | 17,694,000 | ||||
| Loan and leases, net of unearned income | 172,075,000 | ||||
| LESS: Allowance for loan and lease losses | 2,259,000 | ||||
| LESS: Allocated transfer risk reserve | 0 | ||||
| Loans and leases, net of unearned income and allowance (item.4.b minus 4.c) | 169,816,000 | ||||
| Trading assets (from Schedule RC-D) | 27,517,000 | ||||
| Premises and fixed assets (including capitalized leases) | 3,180,000 | ||||
| Other real estate owned (from Schedule RC-M) | 137,000 | ||||
| Investment in unconsolidated subsidiaries and associated companies (from Schedule RC-M) | 1,031,000 | ||||
| Customer's liability to this bank on acceptances outstanding | 563,000 | ||||
| Intangible assets | |||||
| Goodwill | 9,589,000 | ||||
| Other intangible assets (from Schedule RC-M) | 1,437,000 | ||||
| Other assets (from Schedule RC-F) | 22,832,000 | ||||
| Total assets | 380,236,000 | ||||
LIABILITIES | |||||
| Deposits: | |||||
| In domestic offices | 244,923,000 | ||||
| Noninterest-bearing | 7,819,000 | ||||
| Interest-bearing | 237,104,000 | ||||
| In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, partII) | 18,401,000 | ||||
| Noninterest-bearing | 55,000 | ||||
| Interest-bearing | 18,346,000 | ||||
| Federal funds purchased in domestic offices(2) | 1,739,000 | ||||
| Securities sold under agreements to repurchase(3) | 19,462,000 | ||||
| Trading liabilities(from Schedule RC-D) | 15,105,000 | ||||
Other borrowed money (includes mortgage indebtedness and obligations under Capitalized leases)(from Schedule RC-M) | 27,412,000 | ||||
| Bank's liability on acceptances executed and outstanding | 570,000 | ||||
| Subordinated notes and debentures. | 9,103,000 | ||||
| Other liabilities | 9,511,000 | ||||
| Total liabilities | 346,226,000 | ||||
| Minority Interest in consolidated subsidiaries | 1,680,000 | ||||
EQUITY CAPITAL
| Perpetual preferred stock and related surplus | 0 | |
| Common Stock | 455,000 | |
| Surplus | 24,216,000 | |
| Retained Earnings | 6,700,000 | |
| Accumulated other comprehensive income | 959,000 | |
| Other Equity Capital components | 0 | |
| Total equity capital (sum of item 23 through 27) | 32,330,000 | |
| Total liabilities and equity capital (sum of items 21,22, and 28 | 380,236,000 |