EX-25.2 12 h67991exv25w2.htm EX-25.2 exv25w2
Exhibit 25.2
 
 
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
 
o     CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
     
A National Banking Association   94-1347393
(Jurisdiction of incorporation or   (I.R.S. Employer
organization if not a U.S. national bank)   Identification No.)
     
101 North Phillips Avenue    
Sioux Falls, South Dakota   57104
(Address of principal executive offices)   (Zip code)
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17
th Floor
Minneapolis, Minnesota 55479
(612) 667-4608

(Name, address and telephone number of agent for service)
 
ENTERPRIS PRODUCTS PARTNERS L.P.
ENTERPRISE PRODUCTS OPERATING LLC
(Exact name of obligor as specified in its charter)
     
Delaware   76-0568219
Delaware   26-0430539
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
1100 Louisiana Street, 10th Floor
Houston, Texas 77002
713-381-6500
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant’s Principal Executive Offices)
 
7.00% Fixed/Floating Rate Junior Subordinated Notes due June 1, 2067
 
 

 


 

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
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
  (b)   Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
     None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
     
Exhibit 1.
  A copy of the Articles of Association of the trustee now in effect.*
 
   
Exhibit 2.
  A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
 
   
Exhibit 3.
  See Exhibit 2
 
   
Exhibit 4.
  Copy of By-laws of the trustee as now in effect.***
 
   
Exhibit 5.
  Not applicable.
 
   
Exhibit 6.
  The consent of the trustee required by Section 321(b) of the Act.
 
   
Exhibit 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.****
 
   
Exhibit 8.
  Not applicable.
 
   
Exhibit 9.
  Not applicable.

 


 

 
*   Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.
 
**   Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.
 
***   Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274.
 
****   Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 99.2 to the Form T-3A dated November 22, 2006 of Satelites Mexicanos S.A. de C.V. file number 022-28822.

 


 

SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo 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 Dallas and State of Texas on the 19th day of September, 2009.
WELLS FARGO BANK, NATIONAL ASSOCIATION
(-s- Patrick T. Giordano)
Patrick T. Giordano
Vice President

 


 

EXHIBIT 6
September 21, 2009
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.
Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
(-s- Patrick T. Giordano)
Patrick T. Giordano
Vice President

 


 

Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business June 30, 2009, filed in accordance with 12 U.S.C. §161 for National Banks.
         
    Dollar  
    Amounts  
    In Millions  
ASSETS Cash and balances due from depository institutions:
       
Noninterest-bearing balances and currency and coin
  $ 11,493  
Interest-bearing balances
    1,906  
Securities:
       
Held-to-maturity securities
    0  
Available-for-sale securities
    104,426  
Federal funds sold and securities purchased under agreements to resell:
       
Federal funds sold in domestic offices
     255  
Securities purchased under agreements to resell
    1,553  
Loans and lease financing receivables:
       
Loans and leases held for sale
    32,219  
Loans and leases, net of unearned income
    328,138  
LESS: Allowance for loan and lease losses
    9,887  
Loans and leases, net of unearned income and allowance
    318,251  
Trading Assets
    9,021  
Premises and fixed assets (including capitalized leases)
    4,256  
Other real estate owned
    1,398  
Investments in unconsolidated subsidiaries and associated companies
     428  
Direct and indirect investments in real estate ventures
    62  
Intangible assets
       
Goodwill
    11,487  
Other intangible assets
    16,326  
Other assets
    26,540  
 
       
 
     
Total assets
  $ 539,621  
 
     
 
       
LIABILITIES
       
Deposits:
       
In domestic offices
  $ 325,417  
Noninterest-bearing
    80,231  
Interest-bearing
    245,186  
In foreign offices, Edge and Agreement subsidiaries, and IBFs
    77,411  
Noninterest-bearing
    1,201  
Interest-bearing
    76,210  
Federal funds purchased and securities sold under agreements to repurchase:
       
Federal funds purchased in domestic offices
    10,243  
Securities sold under agreements to repurchase
    4,293  
Trading liabilities
    5,930  
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)
    23,653  
Subordinated notes and debentures
    15,714  
Other liabilities
    27,200  
 
       
 
     
Total liabilities
  $ 489,861  

 


 

         
    Dollar  
    Amounts  
    In Millions  
EQUITY CAPITAL
       
Perpetual preferred stock and related surplus
    0  
Common stock
     520  
Surplus (exclude all surplus related to preferred stock)
    30,594  
Retained earnings
    19,594  
Accumulated other comprehensive income
    (1,133 )
Other equity capital components
    0  
 
       
 
     
Total bank equity capital
    49,575  
Noncontrolling (minority) interests in consolidated subsidiaries
    185  
 
     
 
       
Total equity capital
    49,760  
 
       
 
     
Total liabilities, and equity capital
  $ 539,621  
 
     
I, Howard I. Atkins, EVP & CFO 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.
Howard I. Atkins
EVP & CFO
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.
John Stumpf                     Directors
Carrie Tolstedt
Michael Loughlin