EX-25 11 a2124853zex-25.htm EXHIBIT 25
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Exhibit 25

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)            

J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association
(State of incorporation
if not a national bank)		   95-4655078
(I.R.S. employer identification No.)

1999 Avenue of the Stars – Floor 26
Los Angeles, CA
(Address of principal executive offices)
 

90067
(Zip Code)

F. Henry Kleschen III
55 West Monroe Street, 15th Floor
Chicago, Illinois 60603
Tel: (312) 732-1793
(Name, address and telephone number of agent for service)

Panhandle Eastern Pipe Line Company, LLC
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)		   44-0382470
(I.R.S. employer identification No.)

5444 Westheimer Road
P.O. Box 4967
Houston, Texas
(Address of principal executive offices)
 


77210-4967
(Zip Code)

$300,000,000 4.80% Senior Notes Due 2008, Series B
$250,000,000 6.05% Senior Notes Due 2013, Series B
(Title of the Indenture Securities)


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.

    (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.

No responses are included for Items 3-15 of this Form T-1 because the Obligor is not in default as provided under Item 13.


Item 16. List of Exhibits.

        List below all exhibits filed as part of this statement of eligibility.

Exhibit 1.   Articles of Association of the Trustee as Now in Effect (see Exhibit 1 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference).

Exhibit 2.
 
Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference).

Exhibit 3.
 
Authorization of the Trustee to Exercise Corporate Trust Powers (contained in Exhibit 2).

Exhibit 4.
 
Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference).

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

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SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, J. P. Morgan Trust Company, National Association, 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 Chicago, and State of Illinois, on the 10th day of December, 2003.

    J. P. Morgan Trust Company, National Association

 
 
By:
/s/  F. HENRY KLESCHEN III      
F. Henry Kleschen III
Vice President and Assistant General Counsel

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Exhibit 6

        The Consent of the Trustee Required by Section 321(b) of the Act

                        December 10, 2003

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

        In connection with the qualification of an indenture between Panhandle Eastern Pipe Line Company, LLC and J.P. Morgan Trust Company, National Association, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

    Very truly yours,

 
 
J.P. Morgan Trust Company,
National Association

 
 
By
/s/  F. HENRY KLESCHEN III      
F. Henry Kleschen III
Vice President and Assistant General Counsel

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Exhibit 7. Report of Condition of the Trustee.

Consolidated Report of Condition of    J.P. Morgan Trust Company, National Association
                                                                                                      (Legal Title)

as of close of business on    June 30, 2003

 
   ($000)
Assets      
  Cash and Due From Banks   $ 30,669
  Securities     106,073
  Loans and Leases     41,488
  Premises and Fixed Assets     9,168
  Intangible Assets     162,542
  Other Assets     17,245
   
    Total Assets   $ 367,185
   

Liabilities
 
 
 
  Deposits   $ 97,653
  Other Liabilities     47,491
   
    Total Liabilities     145,144

Equity Capital
 
 
 
  Common Stock     600
  Surplus     181,587
  Retained Earnings     39,854
   
    Total Equity Capital     222,041
   
    Total Liabilities and Equity Capital   $ 367,185
   

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