EX-25.1 5 h27861exv25w1.txt STATEMENT OF ELIGIBILITY AND QUALIFICATION 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, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 1111 POLARIS PARKWAY 43271 COLUMBUS, OHIO (Zip Code) (Address of principal executive offices)
THOMAS F. GODFREY VICE PRESIDENT AND ASSISTANT GENERAL COUNSEL JPMORGAN CHASE BANK, NATIONAL ASSOCIATION 1 CHASE MANHATTAN PLAZA, 25(TH) FLOOR NEW YORK, NY 10081 TEL: (212) 552-2192 (Name, address and telephone number of agent for service) CENTERPOINT ENERGY RESOURCES CORP. (Exact name of obligor as specified in its charter) DELAWARE 76-0511406 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 1111 LOUISIANA 77002 HOUSTON, TEXAS (Zip Code) (Address of principal executive offices)
SENIOR DEBT SECURITIES (Title of the indenture securities) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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. Comptroller of the Currency, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 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. ITEM 16. LIST OF EXHIBITS List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference). 2. A copy of the Certificate of Authority of the Comptroller of the Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference). 3. None, the authority of the trustee to exercise corporate trust powers being contained in the documents described in 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. 333-106575 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. 333-106575 which is incorporated by reference). 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 attached as Exhibit 7. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, N.A., 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 8th day of September, 2005. JPMORGAN CHASE BANK, N.A. By /s/ Carol Logan ------------------------------------ Vice President and Trust Officer EXHIBIT 7 TO FORM T-1 BANK CALL NOTICE RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF JPMORGAN CHASE BANK, N.A. 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 MARCH 31, 2005, 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........ $ 36,236 Interest-bearing balances................................. 24,384 Securities: Held to maturity securities................................. 101 Available for sale securities............................... 60,180 Federal funds sold and securities purchased under agreements to resell................................................. Federal funds sold in domestic offices.................... 39,536 Securities purchased under agreements to resell........... 133,265 Loans and lease financing receivables: Loans and leases held for sale............................ 21,045 Loans and leases, net of unearned income.................. $341,550 Less: Allowance for loan and lease losses................. 5,313 Loans and leases, net of unearned income and allowance.... 339,000 Trading Assets.............................................. 236,590 Premises and fixed assets (including capitalized leases).... 8,425 Other real estate owned..................................... 142 Investments in unconsolidated subsidiaries and associated companies................................................. 840 Customers' liability to this bank on acceptances outstanding............................................... 592 Intangible assets Goodwill.................................................. 23,365 Other Intangible assets................................... 10,259 Other assets................................................ 49,089 TOTAL ASSETS................................................ $983,049 ========
DOLLAR AMOUNTS IN MILLIONS -------------- LIABILITIES Deposits In domestic offices....................................... $378,772 Noninterest-bearing....................................... $134,412 Interest-bearing.......................................... 244,360 In foreign offices, Edge and Agreement subsidiaries and IBF's.................................................. 155,364 Noninterest-bearing....................................... $ 6,701 Interest-bearing.......................................... 148,663 Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices............... 8,918 Securities sold under agreements to repurchase............ 84,208 Trading liabilities......................................... 138,428 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)..................... 78,207 Bank's liability on acceptances executed and outstanding.... 592 Subordinated notes and debentures........................... 17,511 Other liabilities........................................... 38,035 TOTAL LIABILITIES........................................... 900,035 Minority Interest in consolidated subsidiaries.............. 1,424 EQUITY CAPITAL Perpetual preferred stock and related surplus............... 0 Common stock................................................ 1,785 Surplus (exclude all surplus related to preferred stock).... 58,591 Retained earnings........................................... 21,936 Accumulated other comprehensive income...................... (722) Other equity capital components............................. 0 TOTAL EQUITY CAPITAL........................................ 81,590 -------- TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL.... $983,049 ========
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. ) JAMES DIMON ) DIRECTORS MICHAEL J. CAVANAGH )