EX-25.1 8 a2113653zex-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) ý

SUNTRUST BANK
(Exact name of trustee as specified in its charter)

303 Peachtree Street
30th Floor
Atlanta, Georgia
(Address of principal executive offices)		   30308
(Zip Code)		   58-0466330
(I.R.S. employer identification no.)

Leigh Mullis
SunTrust Bank
25 Park Place, N.E.
24th Floor
Atlanta, Georgia 30303-2900
(404) 588-7273
(Name, address and telephone number of agent for service)

Delaware
(State or other jurisdiction of
incorporation or organization)		   Enbridge Energy Partners, L.P.
(exact name of obligor as specified in its charter)		   39-1715850
(IRS employer identification no.)

1100 Louisiana Street, Suite 3300 Houston, Texas
(Address of principal executive offices)
 
 
 
77002
(Zip Code)

Debt Securities
(Title of the indenture securities)

1.
General information.


Furnish the following information as to the trustee-

      Name and address of each examining or supervising authority to which it is subject.

      Department of Banking and Finance,
      State of Georgia
      Atlanta, Georgia

      Federal Reserve Bank of Atlanta
      104 Marietta Street, N.W.
      Atlanta, Georgia

      Federal Deposit Insurance Corporation
      Washington, D.C.

      Whether it is authorized to exercise corporate trust powers.

      Yes.

2.
Affiliations with Obligor.


If the obligor is an affiliate of the trustee, describe each such affiliation.


None.

3-12
No responses are included for Items 3 through 12. Responses to those Items are not required because, as provided in General Instruction B and as set forth in Item 13, the obligor is not in default on any securities issued under indentures under which SunTrust Bank is a trustee.

13.
Defaults by the Obligor.

(a)
State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default.

    There is not and has not been any default under this indenture.

    (b)
    If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default.


There has not been any such default.

14-15
No responses are included for Items 14 and 15. Responses to those Items are not required because, as provided in General Instruction B and as set forth in Item 13, the obligor is not in default on any securities issued under indentures under which SunTrust Bank is a trustee.

16.
List of Exhibits.


List below all exhibits filed as a part of this statement of eligibility; exhibits identified in parentheses are filed with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and Rule 24 of the Commission's Rules of Practice.

(1)
A copy of the Articles of Amendment and Restated Articles of Association of the trustee as now in effect (Exhibit 1 to Form T-1, Registration No. 333-82717 filed by ONEOK, Inc.).

2

    (2)
    A copy of the certificate of authority of the trustee to commence business (Exhibit 2 to Form T-1, Registration No. 333-32106 filed by Sabre Holdings Corporation).

    (3)
    A copy of the authorization of the trustee to exercise corporate trust powers (Exhibits 2 and 3 to Form T-1, Registration No. 333-32106 filed by Sabre Holdings Corporation).

    (4)
    A copy of the existing by-laws of the trustee as now in effect (Exhibit 4 to Form T-1, Registration No. 333-82717 filed by ONEOK, Inc.).

    (5)
    Not applicable.

    (6)
    The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939.

    (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 as of the close of business on March 31, 2003.

    (8)
    Not applicable.

    (9)
    Not applicable.

3

SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, SunTrust Bank, a banking corporation organized and existing under the laws of the State of Georgia, 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 Atlanta and the State of Georgia, on the 30th day of June, 2003.

    SUNTRUST BANK

 
 
By:
/s/  LEIGH MULLIS      
Leigh Mullis
Vice President

4

EXHIBIT 1 TO FORM T-1

ARTICLES OF AMENDMENT AND
RESTATED ARTICLES OF INCORPORATION
OF
SUNTRUST BANK

(Incorporated by reference from Exhibit 1 to Form T-1,
Registration No. 333-82717 filed by ONEOK, Inc.)

5


EXHIBIT 2 TO FORM T-1

CERTIFICATE OF AUTHORITY
OF
SUNTRUST BANK TO COMMENCE BUSINESS

(Incorporated by reference from Exhibit 2 to Form T-1,
Registration No. 333-32106 filed by Sabre Holdings Corporation)

6


EXHIBIT 3 TO FORM T-1

AUTHORIZATION
OF
SUNTRUST BANK TO EXERCISE
CORPORATE TRUST POWERS

(Incorporated by reference from Exhibits 2 and 3 to Form T-1,
Registration No. 333-32106 filed by Sabre Holdings Corporation)

7


EXHIBIT 4 TO FORM T-1


BY-LAWS
OF
SUNTRUST BANK

(Incorporated by reference from Exhibit 4 to Form T-1,
Registration No. 333-82717, filed by ONEOK, Inc.)

8


EXHIBIT 5 TO FORM T-1

(INTENTIONALLY OMITTED. NOT APPLICABLE.)

9


EXHIBIT 6 TO FORM T-1

CONSENT OF TRUSTEE

        Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, in connection with the proposed issuance of up to $1,500,000,000 of debt securities of Enbridge Energy Partners, L.P., SunTrust Bank hereby consents that reports of examinations by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

    SUNTRUST BANK

 
 
By:
/s/  LEIGH MULLIS      
Leigh Mullis
Vice President

10

EXHIBIT 7 TO FORM T-1

REPORT OF CONDITION
(ATTACHED)

11

SunTrust Bank
303 PEACHTREE STREET, NORTHEAST
ATLANTA, GA 30308
Certificate Number: 00867		   FFIEC 031
Consolidated Report of Condition
for March 31, 2003

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 2003

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet C400

Dollar Amounts in Thousands
ASSETS            
1.   Cash and balances due from depository institutions (from Schedule RC-A):   RCFD
        
    a.   Non-interest bearing balances and currency and coin(1)   0081   4,590,391   1.a
    b.   Interest-bearing balances(2)   0071   18,531   1.b
2.   Securities:            
    a.   Held-to-maturity securities (from Schedule RC-B, column A)   1754   0   2.a
    b.   Available-for-sale securities (from Schedule RC-B, column D)   1773   22,035,405   2.b
3.   Federal funds sold and securities purchased under agreements to resell            
    a.   Federal funds sold in domestic offices   B987   282,750   3.a
    b.   Securities purchased under agreements to resell(3)   B989   3,623,250   3.b
4.   Loans and lease financing receivables (from Schedule RC-C):   RCFD
                
    a.   Loans and leases held for sale   5369   8,220,705           4.a
    b.   Loans and leases, net of unearned income   B528   73,901,781           4.b
    c.   LESS: Allowance for loan and lease losses   3123   922,850           4.c
    d.   Loans and leases, net of unearned income, allowance, and reserve           RCFD
        
        (item 4.b minus 4.c)   B529   72,978,931   4.d
5.   Trading assets (from Schedule RC-D)   3545   1,298,146   5.
6.   Premises and fixed assets (including capitalized leases)   2145   1,308,923   6.
7.   Other real estate owned (from Schedule RC-M)   2150   27,263   7.
8.   Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)   2130   0   8.
9.   Customers' liability to this bank on acceptances outstanding   2155   84,197   9.
10.   Intangible assets   2143       10.
    a.   Goodwill   3163   778,474   10.a
    b.   Other intangible assets from Schedule RC-M   0426   608,832   10.b
11.   Other assets (from Schedule RC-F)   2160   2,459,183   11.
12.   Total assets (sum of items 1 through 11)   2170   118,314,981   12.

12

SunTrust Bank
303 PEACHTREE STREET, NORTHEAST
ATLANTA, GA 30308
Certificate Number: 00867		   FFIEC 031
Consolidated Report of Condition
for March 31, 2003

Schedule RC—Continued

Dollar Amounts in Thousands
LIABILITIES            
13.   Deposits:   RCON
        
    a.   In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I):   RCON
       2200   74,145,405   13.a
        (1)   Noninterest-bearing(4)   6631   9,917,326           13.a.1
        (2)   Interest-bearing   6636   64,228,079           13.a.2
    b.   In foreign offices, Edge and Agreement subsidiaries, and IBFs           RCFN
        
        (from Schedule RC-E, part II)   RCFN
       2200   4,099,738   13.b
        (1)   Noninterest-bearing   6631   0           13.b.1
        (2)   Interest-bearing   6636   4,099,738           13.b.2
14.   Federal funds purchased and securities sold under agreements to repurchase   RCON
        
    a.   Federal funds purchased in domestic offices(5)   B993   9,196,859   14.a
                        RCFD
        
    b.   Securities sold under agreements to repurchase(6)   B995   7,754,789   14.b
15.   Trading liabilities (from Schedule RC-D)   3548   1,048,005   15
16.   Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M):   3190   7,015,976   16
17.   Not applicable            
18.   Bank's liability on acceptances executed and outstanding   2920   84,197   18
19.   Subordinated notes and debentures(7)   3200   2,149,202   19
20.   Other liabilities (from Schedule RC-G)   2930   2,672,144   20
21.   Total liabilities (sum of items 13 through 20)   2948   108,166,315   21
22.   Minority interest in consolidated subsidiaries   3000   1,012,489   22
    EQUITY CAPITAL            
23.   Perpetual preferred stock and related surplus   3838   0   23
24.   Common stock   3230   21,600   24
25.   Surplus (exclude all surplus related to preferred stock)   3839   2,593,742   25
26.   a.   Retained earnings   3632   5,711,608   26.a
    b.   Accumulated other comprehensive income(8)   B530   809,227   26.b
27.   Other equity capital components(9)   A130   0   27
28.   Total equity capital (sum of items 23 through 27)   3210   9,136,177   28
29.   Total liabilities, minority interest, and equity capital (sum of items 21, 22 and 28)   3300   118,314,981   29

13

Memorandum
To be reported with the March Report of Condition.

1.   Indicated in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2002   RCFD
6724		   Number
2		  
M.1
1=   Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank   5=   Directors' examination of the bank performed by other external auditors (may be required by state chartering authority)
2=   Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)   6=

7=		   Review of the bank's financial statements by external auditors

Compilation of the bank's financial statements by external auditors
3=   Attestation on bank management's assertion on the effectiveness of the bank's internal control over financial reporting by a certified public accounting firm   8=   Other audit procedures (excluding tax preparation work)
4=   Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)   9=   No external audit work
(1)
Includes cash items in process of collection.

(2)
Includes time certificates of deposit not held for trading.

(3)
Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

(4)
Includes total demand deposits and noninterest-bearing time and savings deposits.

(5)
Report overnight Federal Home Loan Bank advances and Schedule RC, item 16, "other borrowed money."

(6)
Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

(7)
Includes limited-life preferred stock and related surplus.

(8)
Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(9)
Includes treasury stock and unearned Employee Stock Ownership Plan Shares.

14

EXHIBIT 8 TO FORM T-1

(INTENTIONALLY OMITTED. NOT APPLICABLE.)

15


EXHIBIT 9 TO FORM T-1

(INTENTIONALLY OMITTED. NOT APPLICABLE.)

16




QuickLinks

EXHIBIT 1: ARTICLES OF AMENDMENT AND RESTATED ARTICLES OF INCORPORATION OF SUNTRUST BANK
EXHIBIT 2: CERTIFICATE OF AUTHORITY OF SUNTRUST BANK TO COMMENCE BUSINESS
EXHIBIT 3: AUTHORIZATION OF SUNTRUST BANK TO EXERCISE CORPORATE TRUST POWERS
EXHIBIT 4: BY–LAWS OF SUNTRUST BANK
EXHIBIT 5: (INTENTIONALLY OMITTED. NOT APPLICABLE.)
EXHIBIT 6: CONSENT OF TRUSTEE
EXHIBIT 7: REPORT OF CONDITION (ATTACHED)
EXHIBIT 8: (INTENTIONALLY OMITTED. NOT APPLICABLE.)
EXHIBIT 9: (INTENTIONALLY OMITTED. NOT APPLICABLE.)