Exhibit 25.1
================================================================================
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) ______
-----------------
JPMORGAN CHASE BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Telephone: (212) 270-2611
(Name, address and telephone number of agent for service)
(1) PLAINS EXPLORATION & PRODUCTION COMPANY
(2) PLAINS E&P COMPANY
(Exact name of obligor as specified in its charter)
See Table of Additional Registrant Guarantors Below
(1) Delaware (1) 33-0430755
(2) Delaware (2) 74-3050622
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
500 Dallas Street
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
-----------------
83/4% Series B Senior Subordinated Notes due 2012
Guarantees of 83/4% Series B Senior Subordinated Notes due 2012
================================================================================
TABLE OF ADDITIONAL REGISTRANT GUARANTORS
Address, Including Zip
Code, and Telephone
Number, Including Area
State or Other IRS Code, of Registrant's
Jurisdiction of Employer Principal Executive
Name Incorporation ID No. Offices
---- --------------- -------- ----------------------
Arguello Inc....................... 76-
Delaware 0608465 *
Plains Illinois Inc................ 76-
Delaware 0487569 *
Plains Resources International Inc. 76-
Delaware 0040974 *
PMCT Inc........................... 76-
Delaware 0410281 *
- --------
* The address for each Registrant Guarantor is 500 Dallas Street, Houston,
Texas 77002, and the telephone number at that address is (713) 739-6700.
GENERAL
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.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551.
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor and Guarantors.
If the Obligor or any Guarantor is an affiliate of the trustee, describe
each such affiliation.
None.
Items 3 through 15, inclusive, are not applicable by virtue of T-1 General
Instruction B.
3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Restated Organization Certificate of the Trustee dated
March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001, in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-76894, which is
incorporated by reference.)
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty
Trust Company of New York, the surviving corporation was renamed JPMorgan Chase
Bank.
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.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, 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 State of Texas, on the 24th day of October, 2002.
JPMORGAN CHASE BANK
By: /s/ DONNA EDMUNDSON
-----------------------------
Donna Edmundson
Vice President and Trust
Officer
4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
JPMorgan Chase Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 2002, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
in Millions
ASSETS --------------
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.............. $ 20,772
Interest-bearing balances....................................... 10,535
Securities:
Held to maturity securities..................................... 419
Available for sale securities................................... 59,953
Federal funds sold and securities purchased under agreements to
resell
Federal funds sold in domestic offices...................... 6,054
Securities purchased under agreements to resell............. 74,680
Loans and lease financing receivables:
Loans and leases held for sale.................................. 11,686
Loans and leases, net of unearned income........................ $168,109
Less: Allowance for loan and lease losses....................... 3,241
Loans and leases, net of unearned income and allowance.......... 164,868
Trading Assets..................................................... 179,236
Premises and fixed assets (including capitalized leases)........... 5,999
Other real estate owned............................................ 60
Investments in unconsolidated subsidiaries and associated companies 376
Customers' liability to this bank on acceptances outstanding....... 273
Intangible assets
Goodwill........................................................ 2,156
Other Intangible assets......................................... 5,786
Other assets....................................................... 38,554
--------
TOTAL ASSETS....................................................... $581,407
========
Dollar Amounts
in Millions
LIABILITIES --------------
Deposits
In domestic offices.............................................. $158,559
Noninterest-bearing.............................................. $ 65,503
Interest-bearing................................................. 93,056
In foreign offices, Edge and Agreement subsidiaries and IBF's.... 129,207
Noninterest-bearing.............................................. $ 9,645
Interest-bearing................................................. 119,562
Federal funds purchased and securities sold under agreements to
repurchase:
Federal funds purchased in domestic offices...................... 15,942
Securities sold under agreements to repurchase................... 88,781
Trading liabilities................................................. 105,568
Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases)......................................... 12,583
Bank's liability on acceptances executed and outstanding............ 278
Subordinated notes and debentures................................... 9,249
Other liabilities................................................... 26,053
TOTAL LIABILITIES................................................... 546,220
Minority Interest in consolidated subsidiaries...................... 100
EQUITY CAPITAL
Perpetual preferred stock and related surplus....................... 0
Common stock........................................................ 1,785
Surplus (exclude all surplus related to preferred stock)............ 16,304
Retained earnings................................................... 17,013
Accumulated other comprehensive income.............................. (15)
Other equity capital components..................................... 0
TOTAL EQUITY CAPITAL................................................ 35,087
--------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL............ $581,407
========
I, Joseph L. Sclafani, E.V.P. & Controller 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.
JOSEPH L. SCLAFANI
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.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN )
WILLIAM H. GRAY III )