UNITED STATES
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
| þ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |
DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)
| NEW YORK | 13-4941247 | |
| (Jurisdiction of Incorporation or organization if not a U.S. national bank) |
(I.R.S. Employer Identification no.) | |
| 60 WALL STREET NEW YORK, NEW YORK |
10005 | |
| (Address of principal executive offices) | (Zip Code) | |
Deutsche Bank Trust Company Americas
Attention: Lynne Malina
Legal Department
60 Wall Street, 37th Floor
New York, New York 10005
(212) 250 – 0677
(Name, address and telephone number of agent for service)
Chesapeake Energy Corporation
(Exact name of obligor as specified in its charter)
SEE TABLE OF ADDITIONAL REGISTRANTS
| Oklahoma | 73-1395733 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
| 6100 North Western Avenue Oklahoma City, Oklahoma |
73118 | |
| (Address of principal executive offices) | (Zip Code) | |
Debt Securities
(Title of the Indenture securities)
ADDITIONAL REGISTRANTS
Arkansas Midstream Gas Services Corp.
(Exact name of registrant as specified in its charter)
| Arkansas | 20-8306047 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chesapeake Energy Louisiana Corporation
(Exact name of registrant as specified in its charter)
| Oklahoma | 73-1524569 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chesapeake Energy Marketing, Inc.
(Exact name of registrant as specified in its charter)
| Oklahoma | 73-1439175 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chesapeake E&P Holding Corporation
(Exact name of registrant as specified in its charter)
| Oklahoma | 27-4485832 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chesapeake NG Ventures Corporation
(Exact name of registrant as specified in its charter)
| Oklahoma | 45-2354177 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chesapeake Operating, Inc.
(Exact name of registrant as specified in its charter)
| Oklahoma | 73-1343196 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
CHK Energy Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Texas | 46-1772347 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Sparks Drive SWD, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 76-0722336 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Winter Moon Energy Corporation
(Exact name of registrant as specified in its charter)
| Oklahoma | 26-1939483 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
AMGS, L.L.C.
(Exact name of registrant as specified in its charter)
| Arkansas | 26-2105945 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Atrium Towers, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 35-2481722 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chesapeake AEZ Exploration, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 27-2151081 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chesapeake Appalachia, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 20-3774650 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chesapeake-Clements Acquisition, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 20-8716794 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chesapeake Equipment Finance, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 45-3136236 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chesapeake Exploration, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 71-0934234 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chesapeake Land Development Company, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 20-2099392 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chesapeake Midstream Development, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 46-1179116 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chesapeake Midstream Holdings, L.L.C.
(Exact name of registrant as specified in its charter)
| Delaware | 27-0868590 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chesapeake Midstream Management, L.L.C.
(Exact name of registrant as specified in its charter)
| Delaware | 26-2096548 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chesapeake Plaza, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 26-2692888 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chesapeake Royalty, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 73-1549744 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chesapeake VRT, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 20-8380083 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chesapeake West Texas Gathering, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 38-3871845 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
CHK-MAC, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 32-0378579 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
CHK Utica Preferred Holdings, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 46-2783402 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
EMLP, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 27-0581428 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Empress, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 26-2809898 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
GSF, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 26-2762867 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
MC Louisiana Minerals, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 26-3057487 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
MC Mineral Company, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 61-1448831 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
MidCon Compression, L.L.C.
(Exact name of registrant as specified in its charter)
| Oklahoma | 20-0299525 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Northern Michigan Exploration Company, L.L.C.
(Exact name of registrant as specified in its charter)
| Michigan | 27-2462483 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Chesapeake Louisiana, L.P.
(Exact name of registrant as specified in its charter)
| Oklahoma | 73-1519126 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Empress Louisiana Properties, L.P.
(Exact name of registrant as specified in its charter)
| Texas | 20-1993109 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
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. |
| Name |
Address | |
| Federal Reserve Bank (2nd District) |
New York, NY | |
| Federal Deposit Insurance Corporation |
Washington, D.C. | |
| New York State Banking Department |
Albany, NY | |
| (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.
| Item 3. - 15. | Not Applicable |
| Item 16. | List of Exhibits. |
| Exhibit 1 - | Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002 - Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01. | |
| Exhibit 2 - | Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01. | |
| Exhibit 3 - | Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-157637-01. | |
| Exhibit 4 - | Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 business - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01. | |
| Exhibit 5 - | Not applicable. | |
| Exhibit 6 - | Consent of Bankers Trust Company required by Section 321(b) of the Act. - business - Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01. | |
| Exhibit 7 - | The latest report of condition of Deutsche Bank Trust Company Americas dated as of December 31, 2013. Copy attached. | |
| Exhibit 8 - | Not Applicable. | |
| Exhibit 9 - | Not Applicable. | |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, 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 this 10th day of April, 2014.
| DEUTSCHE BANK TRUST COMPANY AMERICAS | ||||
| By: | /s/ CAROL NG | |||
| CAROL NG | ||||
| VICE PRESIDENT | ||||
Exhibit 7
FFIEC 031
Page 16 of 74
RC-1
| DEUTSCHE BANK TRUST COMPANY AMERICAS | ||
| Legal Title of Bank |
||
| NEW YORK | ||
| City | ||
| NY |
10005 | |
| State FDIC Certificate Number: 00623 |
Zip Code | |
Consolidated Report of Condition for Insured Banks
and Savings Associations for December 31, 2013
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
| Dollar Amounts in Thousands |
RCFD | Tril | Bil | Mil | Thou | ||||||||||||||||
| Assets |
||||||||||||||||||
| 1. Cash and balances due from depository institutions (from Schedule RC-A): |
||||||||||||||||||
| a. Noninterest-bearing balances and currency and coin (1) |
0081 | 134,000 | 1.a | |||||||||||||||
| b. Interest-bearing balances (2) |
0071 | 18,845,000 | 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 | 14,000 | 2.b | |||||||||||||||
| 3. Federal funds sold and securities purchased under agreements to resell: |
RCON | |||||||||||||||||
| a. Federal funds sold in domestic offices |
B987 | 123,000 | 3.a | |||||||||||||||
| RCFD | ||||||||||||||||||
| b. Securities purchased under agreements to resell (3) |
B989 | 15,200,000 | 3.b | |||||||||||||||
| 4. Loans and lease financing receivables (from Schedule RC-C): |
||||||||||||||||||
| a. Loans and leases held for sale |
5369 | 0 | 4.a | |||||||||||||||
| b. Loans and leases, net of unearned income |
B528 | 19,907,000 | 4.b | |||||||||||||||
| c. LESS: Allowance for loan and lease losses |
3123 | 69,000 | 4.c | |||||||||||||||
| d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) |
B529 | 19,838,000 | 4.d | |||||||||||||||
| 5. Trading assets (from Schedule RC-D) |
3545 | 362,000 | 5 | |||||||||||||||
| 6. Premises and fixed assets (including capitalized leases) |
2145 | 43,000 | 6 | |||||||||||||||
| 7. Other real estate owned (from Schedule RC-M) |
2150 | 2,000 | 7 | |||||||||||||||
| 8. Investments in unconsolidated subsidiaries and associated companies |
2130 | 0 | 8 | |||||||||||||||
| 9. Direct and indirect investments in real estate ventures |
3656 | 0 | 9 | |||||||||||||||
| 10. Intangible assets: |
||||||||||||||||||
| a. Goodwill |
3163 | 0 | 10.a | |||||||||||||||
| b. Other intangible assets (from Schedule RC-M) |
0426 | 44,000 | 10.b | |||||||||||||||
| 11. Other assets (from Schedule RC-F) |
2160 | 1,154,000 | 11 | |||||||||||||||
| 12. Total assets (sum of items 1 through 11) |
2170 | 55,759,000 | 12 | |||||||||||||||
| (1) | Includes cash items in process of collection and unposted debits. |
| (2) | Includes time certificates of deposit not held for trading. |
| (3) | Includes all securities resale agreements in domestic and foreign offices, regardless of maturity. |
FFIEC 031
Page 16a of 74
RC-1a
| DEUTSCHE BANK TRUST COMPANY AMERICAS | ||
| Legal Title of Bank |
||
| FDIC Certificate Number: 00623 |
||
Schedule RC—Continued
| Dollar Amounts in Thousands |
RCON | Tril | Bil | Mil | Thou | ||||||||||||||||
| Liabilities |
||||||||||||||||||
| 13. Deposits: |
||||||||||||||||||
| a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) |
2200 | 38,271,000 | 13.a | |||||||||||||||
| (1) Noninterest-bearing (4) |
6631 | 26,730,000 | 13.a.l | |||||||||||||||
| (2) Interest-bearing |
6636 | 11,541,000 | 13.a.2 | |||||||||||||||
| b. In foreign offices, Edge and Agreement subsidiaries, and IBFs |
RCFN | |||||||||||||||||
| (from Schedule RC-E, part II) |
2200 | 2,715,000 | 13.b | |||||||||||||||
| (1) Noninterest-bearing |
6631 | 290,000 | 13.b.l | |||||||||||||||
| (2) Interest-bearing |
6636 | 2,425,000 | 13.b.2 | |||||||||||||||
| 14. Federal funds purchased and securities sold under agreements to repurchase: |
RCON | |||||||||||||||||
| a. Federal funds purchased in domestic offices (5) |
B993 | 3,940,000 | 14.a | |||||||||||||||
| RCFD | ||||||||||||||||||
| b. Securities sold under agreements to repurchase (6) |
B995 | 0 | 14.b | |||||||||||||||
| 15. Trading liabilities (from Schedule RC-D) |
3548 | 11,000 | 15 | |||||||||||||||
| 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) |
3190 | 59,000 | 16 | |||||||||||||||
| 17. and 18. Not applicable |
||||||||||||||||||
| (4) | Includes noninterest-bearing demand, time, and savings deposits. |
| (5) | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.” |
| (6) | Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity. |
FFIEC 031
Page 17 of 74
RC-2
| DEUTSCHE BANK TRUST COMPANY AMERICAS |
| Legal Title of Bank |
| FDIC Certificate Number: 00623 |
| Dollar Amounts in Thousands |
RCFD | Tril | Bil | Mil | Thou | ||||||||||||
| Liabilities—Continued |
||||||||||||||
| 19. Subordinated notes and debentures (1) |
3200 | 0 | 19 | |||||||||||
| 20. Other liabilities (from Schedule RC-G) |
2930 | 1,444,000 | 20 | |||||||||||
| 21. Total liabilities (sum of items 13 through 20) |
2948 | 46,440,000 | 21 | |||||||||||
| 22. Not applicable |
||||||||||||||
| Equity Capital |
||||||||||||||
| Bank Equity Captal |
||||||||||||||
| 23. Perpetual preferred stock and related surplus |
3838 | 0 | 23 | |||||||||||
| 24. Common stock |
3230 | 2,127,000 | 24 | |||||||||||
| 25. Surplus (excludes all surplus related to preferred stock) |
3839 | 594,000 | 25 | |||||||||||
| 26. a. Retained earnings |
3632 | 6,313,000 | 26.a | |||||||||||
| b. Accumulated other comprehensive income (2) |
B530 | 82,000 | 26.b | |||||||||||
| c. Other equity capital components (3) |
A130 | 0 | 26.c | |||||||||||
| 27. a. Total bank equity capital (sum of items 23 through 26.c) |
3210 | 9,116,000 | 27.a | |||||||||||
| b. Noncontrolling (minority) interests in consolidated subsidiaries |
3000 | 203,000 | 27.b | |||||||||||
| 28. Total equity capital (sum of items 27.a and 27.b) |
G105 | 9,319,000 | 28 | |||||||||||
| 29. Total liabilities and equity capital (sum of items 21 and 28) |
3300 | 55,759,000 | 29 | |||||||||||
Memoranda
To be reported with the March Report of Condition.
| 1. | Indicate 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 2012 | RCFD | Number | |||||||||||||||
| 6724 | N/A | 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 | 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) | |||||||||||||||
| 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) | 5 = | Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority) | |||||||||||||||
| 6 = | Review 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. | 7 = | Compilation of the bank’s financial statements by external auditors | |||||||||||||||
| 8 = | Other audit procedures (excluding tax preparation work) | |||||||||||||||||
| 9 = | No external audit work | |||||||||||||||||
| To be reported with the March Report of Condition. | RCON | MM / DD | ||||||||||||
| 2. Bank’s fiscal year-end date |
8678 | N/A | M.2 | |||||||||||
| (1) | Includes limited-life preferred stock and related surplus. |
| (2) | Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and accumulated defined benefit pension and other post retirement plan adjustments. |
| (3) | Includes treasury stock and unearned Employee Stock Ownership Plan shares. |