EX-25.1 6 file003.htm FORM T-1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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)  [ ]

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)


New York 13-5160382
(State of incorporation if not a U.S. national bank) (I.R.S. employer identification no.)
One Wall Street,
New York, N.Y.
10286
(Address of principal executive offices) (Zip code)

SUBURBAN PROPANE PARTNERS, L.P.

(Exact name of obligor as specified in its charter)


Delaware 22-3410353
(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)

SUBURBAN ENERGY FINANCE CORP.

(Exact name of obligor as specified in its charter)


Delaware 20-0436100
(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)
One Suburban Plaza
240 Route 10 West
Whippany, NJ
07981
(Address of principal executive offices) (Zip code)

6 7/8% Senior Notes due 2013
(Title of the indenture securities)




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.

Name Address
Superintendent of Banks of the State of
New York
One State Street, New York, N.Y.
10004-1417, and Albany, N.Y.
12223
Federal Reserve Bank of New York 33 Liberty Street, New York, N.Y.
10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(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.

16.  List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1.  A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)
4.  A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)
6.  The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)
7.  A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, 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 New York, and State of New York, on the 26th day of April, 2005.

THE BANK OF NEW YORK
By: /S/ BEATA HRYNIEWICKA            
        Name: BEATA HRYNIEWICKA
        Title: ASSISTANT TREASURER

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Exhibit 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2004, published 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 Thousands
Assets
Cash and balances due from depository institutions:      
Noninterest-bearing balances and currency and coin $ 3,866,500  
Interest-bearing balances   8,455,170  
Securities:      
Held-to-maturity securities   1,885,665  
Available-for-sale securities   20,781,508  
Federal funds sold and securities purchased under agreements to resell      
Federal funds sold in domestic offices   3,730,007  
Securities purchased under agreements to resell   847,805  
Loans and lease financing receivables:      
Loans and leases held for sale   0  
Loans and leases, net of unearned income   36,195,743  
LESS: Allowance for loan and lease losses   587,611  
Loans and leases, net of unearned income and allowance   35,608,132  
Trading Assets   4,174,521  
Premises and fixed assets (including capitalized leases)   949,424  
Other real estate owned   754  
Investments in unconsolidated subsidiaries and associated companies   268,366  
Customers' liability to this bank on acceptances outstanding   52,800  
Intangible assets      
Goodwill   2,746,404  
Other intangible assets   758,137  
Other assets   8,013,234  
Total Assets $ 92,138,427  
Liabilities      
Deposits:      
In domestic offices $ 41,480,131  
Noninterest-bearing   16,898,525  
Interest-bearing   24,581,606  
In foreign offices, Edge and Agreement subsidiaries, and IBFs   24,028,722  
Noninterest-bearing   576,431  
Interest-bearing   23,452,291  
Federal funds purchased and securities sold under agreements to repurchase      
Federal funds purchased in domestic offices   1,040,432  
Securities sold under agreements to repurchase   491,007  
Trading liabilities   2,724,930  

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  Dollar Amounts
In Thousands
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
  4,780,573  
Not applicable      
Bank's liability on acceptances executed and outstanding   54,517  
Subordinated notes and debentures   2,390,000  
Other liabilities   6,901,014  
Total Liabilities $ 83,891,326  
Minority interest in consolidated subsidiaries   140,499  
Equity Capital      
Perpetual preferred stock and related surplus.   0  
Common stock   1,135,284  
Surplus (exclude all surplus related to preferred stock)   2,087,221  
Retained earnings   4,892,420  
Accumulated other comprehensive income   -8,323  
Other equity capital components   0  
Total Equity Capital   8,106,602  
Total liabilities, minority interest, and equity capital $ 92,138,427  

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,
Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.

Thomas A. Renyi
Gerald L. Hassell  Directors
Alan R. Griffith

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