EX-25.1 8 a2206274zex-25_1.htm EX-25.1

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)



U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota
  55402
(Address of principal executive offices)   (Zip Code)

Mauri J. Cowen
U.S. Bank National Association
5555 San Felipe, Suite 1150
Houston, Texas 77056
(713) 235-9206
(Name, address and telephone number of agent for service)

Eagle Rock Energy Partners, L.P.
Eagle Rock Energy Finance Corp.
(Issuer with respect to the Securities)

Delaware
Delaware
  69-0629883
26-4627240
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
1415 Louisiana Street, Suite 2700
Houston, Texas
  77002
(Address of Principal Executive Offices)   (Zip Code)

8 3/8% Senior Notes due 2019
(Title of the Indenture Securities)


FORM T-1

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.

    b)
    Whether it is authorized to exercise corporate trust powers.

      Yes

Item 2.    AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

      None

Items 3-15    Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.    LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

    1.
    A copy of the Articles of Association of the Trustee.*

    2.
    A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

    3.
    A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

    4.
    A copy of the existing bylaws of the Trustee.**

    5.
    A copy of each Indenture referred to in Item 4. Not applicable.

    6.
    The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

    7.
    Report of Condition of the Trustee as of June 30, 2011 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

*
Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

**
Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, State of Texas on the 10th of November, 2011.


 

 

By:

 

/s/ MAURI J. COWEN

Mauri J. Cowen
Vice President

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Exhibit 2

GRAPHIC

Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:

1.
The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations.

2.
"U.S. Bank National Association," Cincinnati, Ohio, (Charter No. 24), is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate.

    IN TESTIMONY WHERE OF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this September 9, 2010.
GRAPHIC   GRAPHIC


Acting Comptroller of the Currency

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Exhibit 3

GRAPHIC

Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219

CERTIFICATE OF FIDUCIARY POWERS

I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:

1.
The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations.

2.
"U.S. Bank National Association," Cincinnati, Ohio, (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat.668, 12 U.S.C. 92 a, and that the authority so granted remains in full force and effect on the date of this Certificate.

    IN TESTIMONY WHERE OF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this September 9, 2010.
GRAPHIC   GRAPHIC


Acting Comptroller of the Currency

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Exhibit 6

CONSENT

        In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: November 10, 2011


 

 

By:

 

/s/ MAURI J. COWEN

Mauri J. Cowen
Vice President

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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2011

($000's)

 
  6/30/2011  
 

Assets

       
 

Cash and Balances Due From Depository Institutions

  $ 15,249,371  
 

Securities

    63,952,096  
 

Federal Funds

    15,876  
 

Loans & Lease Financing Receivables

    190,017,874  
 

Fixed Assets

    5,231,718  
 

Intangible Assets

    13,050,819  
   

Other Assets

    22,581,835  
       
 

Total Assets

  $ 310,099,589  

Liabilities

       
 

Deposits

  $ 218,820,466  
 

Fed Funds

    7,695,079  
 

Treasury Demand Notes

    0  
 

Trading Liabilities

    550,498  
 

Other Borrowed Money

    33,124,842  
 

Acceptances

    0  
 

Subordinated Notes and Debentures

    7,679,246  
 

Other Liabilities

    8,693,748  
       
 

Total Liabilities

  $ 276,563,879  

Equity

       
 

Minority Interest in Subsidiaries

  $ 1,821,732  
 

Common and Preferred Stock

    18,200  
 

Surplus

    14,136,872  
 

Undivided Profits

    17,558,906  
       
 

Total Equity Capital

  $ 33,535,710  

Total Liabilities and Equity Capital

  $ 310,099,589  

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