EX-25.1 8 d39009exv25w1.htm STATEMENT OF ELIGIBILITY OF TRUSTEE ON FORM T-1 exv25w1
 

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
if not a national bank) 		  (I.R.S. employer
identification No.)
     
1111 Polaris Parkway    
Columbus, Ohio   43271
(Address of principal executive offices)   (Zip Code)
Pauline E. Higgins
Vice President and Assistant General Counsel
JPMorgan Chase Bank, National Association
707 Travis Street, 4th Floor North
Houston, Texas 77002
Tel: (713) 216-1436
(Name, address and telephone number of agent for service)
 
Northwest Pipeline Corporation
(Exact name of obligor as specified in its charter)
Delaware   87-0269236
(State or other jurisdiction of   (I.R.S. employer
incorporation or organization)   identification No.)
     
295 Chipeta Way    
Salt Lake City, Utah   84108
(Address of principal executive offices)   (Zip Code)
 
7.00% Senior Notes due 2016
(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.

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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.
     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 New York and State of New York, on the 16th day of August, 2006.
             
    JPMORGAN CHASE BANK, N.A.    
 
            
 
  By   /s/ Joanne Adamis
 
/s/ Joanne Adamis 		   

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Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
JPMorgan Chase Bank, N.A.
of 1111 Polaris Parkway, Columbus, Ohio 43240
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 2006, 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
   $ 35,771  
Interest-bearing balances
     11,008  
Securities:
        
Held to maturity securities
     72  
Available for sale securities
     55,459  
Federal funds sold and securities purchased under agreements to resell:
        
Federal funds sold in domestic offices
     17,813  
Securities purchased under agreements to resell
     228,565  
Loans and lease financing receivables:
        
Loans and leases held for sale
     32,025  
 
Loans and leases, net of unearned income
     381,159  
Less: Allowance for loan and lease losses
     5,042  
 
      
Loans and leases, net of unearned income and allowance
     376,117  
 
        
Trading Assets
     246,732  
Premises and fixed assets (including capitalized leases)
     8,145  
Other real estate owned
     388  
Investments in unconsolidated subsidiaries and associated companies
     1,620  
Intangible assets:
        
Goodwill
     23,681  
Other Intangible assets
     11,704  
Other assets
     44,294  
 
      
TOTAL ASSETS
   $ 1,093,394  
 
      

 

 

         
    Dollar Amounts  
    in Millions  
LIABILITIES
        
Deposits:
        
In domestic offices
   $ 417,676  
Noninterest-bearing
     134,430  
Interest-bearing
     283,246  
In foreign offices, Edge and Agreement subsidiaries and IBF’s
     163,635  
Noninterest-bearing
     6,677  
Interest-bearing
     156,958  
Federal funds purchased and securities sold under agreements to repurchase:
        
Federal funds purchased in domestic offices
     9,221  
Securities sold under agreements to repurchase
     125,094  
Trading liabilities
     137,150  
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)
     90,745  
Subordinated notes and debentures
     18,638  
Other liabilities
     41,884  
 
      
TOTAL LIABILITIES
     1,004,043  
 
      
 
Minority Interest in consolidated subsidiaries
     1,956  
 
        
EQUITY CAPITAL
        
 
        
Perpetual preferred stock and related surplus
     0  
Common stock
     1,785  
Surplus (exclude all surplus related to preferred stock)
     59,450  
Retained earnings
     27,149  
Accumulated other comprehensive income
     (989 )
Other equity capital components
     0  
 
      
TOTAL EQUITY CAPITAL
     87,395  
 
      
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL
   $ 1,093,394  
 
      
     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 in- structions issued by the appropriate Federal regulatory authority and is true and correct.
                     
 
  MICHAEL J. CAVANAGH   )          
 
  WILLIAM B. HARRISON , JR.   )  DIRECTORS    
 
  JAMES DIMON   )