EX-25.1 10 a2081738zex-25_1.htm EXHIBIT 25.1
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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)

STATE STREET BANK AND TRUST COMPANY
(Exact name of trustee as specified in its charter)

Massachusetts (Jurisdiction of incorporation or organization if not a U.S. national bank)		04-1867445 (I.R.S. Employer Identification No.)
225 Franklin Street, Boston, Massachusetts (Address of principal executive offices)		02110 (Zip Code)
Maureen Scannell Bateman, Esq. Executive Vice President and General Counsel 225 Franklin Street, Boston, Massachusetts 02110 (617) 654-3253 (Name, address and telephone number of agent for service)
Forest Oil Corporation (Exact name of obligor as specified in its charter)
New York (State or other jurisdiction of incorporation or organization)		25-0484900 (I.R.S. Employer Identification No.)
1600 Broadway, Suite 2200 Denver, Colorado, 80202 (Address of principal executive offices) (Zip Code)
7³/4% Senior Notes due 2014 (Title of indenture securities)

GENERAL

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervisory authority to which it is subject.

Department of Banking and Insurance of The Commonwealth of Massachusetts, 100 Cambridge Street, Boston, Massachusetts.

Board of Governors of the Federal Reserve System, Washington, D.C., Federal Deposit Insurance Corporation, Washington, D.C.

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

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.

The obligor is not an affiliate of the trustee or of its parent, State Street Corporation.

(See note on page 2.)

Item 3. through Item 15. Not applicable.

Item 16. List of Exhibits.

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

1. A copy of the articles of association of the trustee as now in effect.

A copy of the Articles of Association of the trustee, as now in effect, is on file with the Securities and Exchange Commission as Exhibit 1 to Amendment No. 1 to the Statement of Eligibility and Qualification of Trustee (Form T-1) filed with the Registration Statement of Morse Shoe, Inc. (File No. 22-17940) and is incorporated herein by reference thereto.

2. A copy of the certificate of authority of the trustee to commence business, if not contained in the articles of association.

A copy of a Statement from the Commissioner of Banks of Massachusetts that no certificate of authority for the trustee to commence business was necessary or issued is on file with the Securities and Exchange Commission as Exhibit 2 to Amendment No. 1 to the Statement of Eligibility and Qualification of Trustee (Form T-1) filed with the Registration Statement of Morse Shoe, Inc. (File No. 22-17940) and is incorporated herein by reference thereto.

3. A copy of the authorization of the trustee to exercise corporate trust powers, if such authorization is not contained in the documents specified in paragraph (1) or (2), above.

A copy of the authorization of the trustee to exercise corporate trust powers is on file with the Securities and Exchange Commission as Exhibit 3 to Amendment No. 1 to the Statement of Eligibility and Qualification of Trustee (Form T-1) filed with the Registration Statement of Morse Shoe, Inc. (File No. 22-17940) and is incorporated herein by reference thereto.

4. A copy of the existing by-laws of the trustee, or instruments corresponding thereto.

A copy of the by-laws of the trustee, as now in effect, is on file with the Securities and Exchange Commission as Exhibit 4 to the Statement of Eligibility and Qualification of Trustee (Form T-1) filed with the Registration Statement of Senior Housing Properties Trust (File No. 333-60392) and is incorporated herein by reference thereto.

5. A copy of each indenture referred to in Item 4. if the obligor is in default.

Not applicable.

6. The consents of United States institutional trustees required by Section 321(b) of the Act.

The consent of the trustee required by Section 321(b) of the Act is annexed hereto as Exhibit 6 and made a part hereof.

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.

A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority is annexed hereto as Exhibit 7 and made a part hereof.

NOTES

In answering any item of this Statement of Eligibility which relates to matters peculiarly within the knowledge of the obligor or any underwriter for the obligor, the trustee has relied upon information furnished to it by the obligor and the underwriters, and the trustee disclaims responsibility for the accuracy or completeness of such information.

The answer furnished to Item 2. of this statement will be amended, if necessary, to reflect any facts which differ from those stated and which would have been required to be stated if known at the date hereof.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, State Street Bank and Trust Company, a corporation organized and existing under the laws of The Commonwealth of Massachusetts, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston and The Commonwealth of Massachusetts, on the 6th day of June, 2002.

		STATE STREET BANK AND TRUST COMPANY

		By:
			/s/ KATHY A. LARIMORE NAME Kathy A. Larimore TITLE Vice President

EXHIBIT 6

CONSENT OF THE TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended, in connection with the proposed issuance by Forest Oil Corporation of its 7³/4% Senior Notes due 2014, we hereby consent that reports of examination by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

	STATE STREET BANK AND TRUST COMPANY

	By:
		/s/ KATHY A. LARIMORE NAME Kathy A. Larimore TITLE Vice President
Dated: June 6, 2002

EXHIBIT 7

Consolidated Report of Condition of State Street Bank and Trust Company, Massachusetts and foreign and domestic subsidiaries, a state banking institution organized and operating under the banking laws of this commonwealth and a member of the Federal Reserve System, at the close of business December 31, 2001 published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act and in accordance with a call made by the Commissioner of Banks under General Laws, Chapter 172, Section 22(a).

			Thousands of Dollars
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin		1,638,539
	Interest-bearing balances		20,306,291
Securities			20,724,659
Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and its Edge subsidiary			12,360,932
Loans and lease financing receivables:
	Loans and leases, net of unearned income		5,979,937
	Allowance for loan and lease losses		58,361
	Allocated transfer risk reserve		0
	Loans and leases, net of unearned income and allowances		5,921,576
Assets held in trading accounts			1,781,781
Premises and fixed assets			574,101
Other real estate owned			0
Investments in unconsolidated subsidiaries			35,121
Customers' liability to this bank on acceptances outstanding			54,569
Intangible assets			579,993
Other assets			1,432,028

Total assets			65,409,590

LIABILITIES
Deposits:
	In domestic offices		12,137,037
		Noninterest-bearing	9,384,247
		Interest-bearing	2,752,790
	In foreign offices and Edge subsidiary		26,718,438
		Noninterest-bearing	48,768
		Interest-bearing	26,669,670
Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge subsidiary			18,959,275
Demand notes issued to the U.S. Treasury			0
Trading liabilities			1,059,907
Other borrowed money			512,153
Subordinated notes and debentures			0
Bank's liability on acceptances executed and outstanding			54,569
Other liabilities			1,732,217
Total liabilities			61,173,596

Minority interest in consolidated subsidiaries			48,038
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			29,931
Surplus			581,840
Retained Earnings			3,502,793
	Accumulated other comprehensive income		73,392
Other equity capital components			0
Undivided profits and capital reserves/Net unrealized holding gains (losses)			0
	Net unrealized holding gains (losses) on available-for-sale securities		0
Cumulative foreign currency translation adjustments			0
Total equity capital			4,187,956

Total liabilities, minority interest and equity capital			65,409,590

I, Frederick P. Baughman, Senior Vice President and Comptroller of the above named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief.

Frederick P. Baughman

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 Board of Governors of the Federal Reserve System and is true and correct.

Ronald E. Logue
David A. Spina
Truman S. Casner

5. A copy of each indenture referred to in Item 4. if the obligor is in default.

Not applicable.

6. The consents of United States institutional trustees required by Section 321(b) of the Act.

The consent of the trustee required by Section 321(b) of the Act is annexed hereto as Exhibit 6 and made a part hereof.

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.

A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority is annexed hereto as Exhibit 7 and made a part hereof.

NOTES

In answering any item of this Statement of Eligibility which relates to matters peculiarly within the knowledge of the obligor or any underwriter of the obligor, the trustee has relied upon the information furnished to it by the obligor and the underwriters, and the trustee disclaims responsibility for the accuracy or completeness of such information.

The answer to Item 2. of this statement will be amended, if necessary, to reflect any facts which differ from those stated and which would have been required to be stated if known at the date hereof.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, State Street Bank and Trust Company, a corporation duly organized and existing under the laws of The Commonwealth of Massachusetts, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston and The Commonwealth of Massachusetts, on the 6th day of June, 2002.

		STATE STREET BANK AND TRUST COMPANY

		By:	/s/ KATHY A. LARIMORE NAME Kathy A. Larimore TITLE Vice President

EXHIBIT 6

CONSENT OF THE TRUSTEE

	STATE STREET BANK AND TRUST COMPANY

	By:	/s/ KATHY A. LARIMORE NAME Kathy A. Larimore TITLE Vice President
Dated: June 6, 2002

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Exhibit 25.1

GENERAL

Item 1. General Information.

Item 2. Affiliations with Obligor.

Item 3. through Item 15. Not applicable.

Item 16. List of Exhibits.

NOTES
SIGNATURE
EXHIBIT 6 CONSENT OF THE TRUSTEE
EXHIBIT 7
NOTES
SIGNATURE
EXHIBIT 6 CONSENT OF THE TRUSTEE