EX-25.1 8 ex251formt-1.htm EXHIBIT 25.1 Exhibit


Exhibit 25.1

_____________________________________________________________________________
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

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
(Jurisdiction of Incorporation or
organization if not a U.S. national bank)
13-4941247
(I.R.S. Employer
Identification no.)
60 WALL STREET
NEW YORK, NEW YORK
(Address of principal executive offices)
10005
(Zip Code)


Deutsche Bank Trust Company Americas
Attention: Catherine Wang
Legal Department
60 Wall Street, 36th Floor
New York, New York 10005
(212) 250 - 7544
(Name, address and telephone number of agent for service)
______________________________________________________

Chesapeake Energy Corporation*
(Exact name of obligor as specified in its charter)

Oklahoma
(State or other jurisdiction of
Incorporation or organization)
73-1395733
(I.R.S. Employer
Identification No.)
6100 North Western Avenue
Oklahoma City, Oklahoma
(Address of principal executive offices)
73118
(Zip Code)

_____________________________

8.00% Senior Notes due 2025
8.00% Senior Notes due 2027
(Title of the Indenture securities)





*Includes certain subsidiaries of Chesapeake Energy Corporation identified below.
Exact Name of Additional Registrants
Jurisdiction of
Incorporation/Organization
I.R.S. Employer
Identification Number
Chesapeake AEZ Exploration, L.L.C.
Oklahoma
27-2151081
Chesapeake Appalachia, L.L.C.
Oklahoma
20-3774650
Chesapeake-Clements Acquisition, L.L.C.
Oklahoma
20-8716794
Chesapeake E&P Holding, L.L.C.
Oklahoma
27-4485832
Chesapeake Energy Louisiana Corporation
Oklahoma
73-1524569
Chesapeake Energy Marketing, L.L.C.
Oklahoma
73-1439175
Chesapeake Exploration, L.L.C.
Oklahoma
71-0934234
Chesapeake Land Development Company, L.L.C.
Oklahoma
20-2099392
Chesapeake Louisiana, L.P.
Oklahoma
73-1519126
Chesapeake Midstream Development, L.L.C.
Oklahoma
46-1179116
Chesapeake NG Ventures Corporation
Oklahoma
45-2354177
Chesapeake Operating, L.L.C.
Oklahoma
73-1343196
Chesapeake Plains, LLC
Oklahoma
81-3212038
Chesapeake Royalty, L.L.C.
Oklahoma
73-1549744
Chesapeake VRT, L.L.C.
Oklahoma
20-8380083
Compass Manufacturing, L.L.C.
Oklahoma
26-1455378
EMLP, L.L.C.
Oklahoma
27-0581428
Empress, L.L.C.
Oklahoma
26-2809898
GSF, L.L.C.
Oklahoma
26-2762867
MC Louisiana Minerals, L.L.C.
Oklahoma
26-3057487
MC Mineral Company, L.L.C.
Oklahoma
61-1448831
MidCon Compression, L.L.C.
Oklahoma
20-0299525
Nomac Services, L.L.C.
Oklahoma
45-1157545
Winter Moon Energy Corporation
Oklahoma
26-1939483
Northern Michigan Exploration Company, L.L.C.
Michigan
27-2462483
CHK Utica, L.L.C.
Delaware
36-4711997
Sparks Drive SWD, Inc.
Delaware
76-0722336
CHK Energy Holdings, Inc.
Texas
46-1772347
Empress Louisiana Properties, L.P.
Texas
20-1993109

*The address and telephone number of each additional registrant's principal executive office is: Chesapeake Energy Corporation, 6100 North Western Avenue, Oklahoma City, Oklahoma 73118; Telephone Number: (405) 848-8000.


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)
Federal Deposit Insurance Corporation
New York State Banking Department
New York, NY
Washington, D.C.
Albany, NY

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

Yes.

Item 2.
Affiliations with the Obligor.

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

None.

Items 3. -15.
Not Applicable.

Item 16.
List of Exhibits.

Exhibit 1 -
Restated Organization Certificate of Bankers Trust Company dated August 31, 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 18, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 2 -
Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.
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. 333-201810.
Exhibit 4 -
Existing By-Laws of Deutsche Bank Trust Company Americas, dated July 24, 2014, incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 5 -
Not applicable.
Exhibit 6 -
Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.
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.







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 20th day of February, 2018.

DEUTSCHE BANK TRUST COMPANY AMERICAS
 
 
 
 
/s/ Carol Ng
By:
Name:
Carol Ng
 
Title:
Vice President





Federal Financial Institutions Examination Council
 
 
ffiec.jpg
Consolidated Reports of Condition and Income for A Bank With Domestic Offices Only - FFIEC 041

Report at the close of business December 31, 2017
This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State non member banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations).
 
20171231
 (RCON 9999)
Unless the context indicates otherwise, the term "bank" in this report form refers to both banks and savings associations.
This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities.
NOTE: Each bank’s board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state non member banks and three directors for state member banks, national banks, and savings associations.
I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including
 
the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief.
We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct.


 
 
Director (Trustee)
 
 
 
 
 
Signature of Chief Financial Officer (or Equivalent)
 
Director (Trustee)
 
 
 
 
 
Date of Signature
 
Director (Trustee)
 
 
 
 
 
 
 
 
 
Submission of Reports
Each bank must file its Reports of Condition and Income (Call Report) data by either:
(a) Using computer software to prepare its Call Report and then submitting the report data directly to the FFIEC’s Central Data Repository (CDR), an Internet-based system for data collection (https://cdr.ffiec.gov/cdr/), or
(b) Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data in to the electronic format that can be processed by the CDR. The software vendor or other party then must electronically submit the bank’s data file to the CDR.
For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, by fax at (703) 774-3946, or by e-mail at CDR.Help@ffiec.gov.
 
FDIC Certificate Number 623  (RSSD 9050)

To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer generated version of this page) to the hard-copy record of the data file submitted to the CDR that your bank must place in its files.
The appearance of your bank’s hard-copy record of the submitted data file need not match exactly the appearance of the FFIEC’s sample report forms, but should show at least the caption of each Call Report item and the reported amount.

 
DEUTSCHE BANK TRUST COMPANY AMERICAS
 
Legal Title of Bank (RSSD 9017)
 
 
NEW YORK
 
 
City (RSSD 9130)
 
 
NY
10005
 
State Abbreviation (RSSD 9200)
Zip Code (RSSD 9220)
 
 
 
The estimated average burden associated with this information collection is 50.4 hours per respondent and is estimated to vary from 20 to 775 hours per response, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429.




DEUTSCHE BANK TRUST COMPANY AMERICAS
RSD-ID 214807
Last Updated on 1/29/2018
FFIEC 041
Report Date 12/31/2017
14
 
 
Schedule RC—Balance Sheet
 
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.
Dollar amounts in thousands
 
1. Cash and balances due from depository institutions (from Schedule RC-A):
 
 
1.
a. Noninterest-bearing balances and currency and coin (1)
 
 
RCON0081
39,000

1.a.
b. Interest-bearing balances (2)
 
 
RCON0071
24,945,000

1.b.
2. Securities:
 
 
2.
a. Held-to-maturity securities (from Schedule RC-B, column A)
 
RCON1754
0

2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)
 
RCON1773
0

2.b.
3. Federal funds sold and securities purchased under agreements to resell:
 
 
3.
a. Federal funds sold
 
RCONB987
0

3.a.
b. Securities purchased under agreements to resell (3)
 
RCONB989
7,500,000

3.b.
4. Loans and lease financing receivables (from Schedule RC-C):
 
 
4.
a. Loans and leases held for sale
 
RCON5369
0

4.a.
b. Loans and leases held for investment
 
 
RCONB528
9,361,000

4.b.
c. LESS: Allowance for loan and lease losses
 
 
RCON3123
5,000

4.c.
d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c)
RCONB529
9,356,000

4.d.
5. Trading assets (from Schedule RC-D)
RCON3545
0

5.
6. Premises and fixed assets (including capitalized leases)
RCON2145
14,000

6.
7. Other real estate owned (from Schedule RC-M)
RCON2150
0

7.
8. Investments in unconsolidated subsidiaries and associated companies
RCON2130
0

8.
9. Direct and indirect investments in real estate ventures
RCON3656
0

9.
10. Intangible assets:
 
 
10.
a. Goodwill
 
RCON3163
0

10.a.
b. Other intangible assets (from Schedule RC-M)
 
RCON0426
28,000

10.b.
11. Other assets (from Schedule RC-F)
RCON2160
1,508,000

11.
12. Total assets (sum of items 1 through 11)
RCON2170
43,390,000

12.
13. Deposits:
 
 
13.
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)
RCON2200
31,619,000

13.a.
(1) Noninterest-bearing (4)
 
 
RCON6631
19,383,000

13.a.1.
(2) Interest-bearing
 
 
RCON6636
12,236,000

13.a.2.
b. Not applicable
 
 
13.b.
14. Federal funds purchased and securities sold under agreements to repurchase:
 
 
14.
a. Federal funds purchased (5)
RCONB993
1,030,000

14.a.
b. Securities sold under agreements to repurchase (6)
RCONB995
0

14.b.
15. Trading liabilities (from Schedule RC-D)
RCON3548
0

15.
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)
RCON3190
170,000

16.
17. Not applicable
 
 
17.
18. Not applicable
 
 
18.
19. Subordinated notes and debentures (7)
RCON3200
0

19.
20. Other liabilities (from Schedule RC-G)
RCON2930
1,513,000

20.
21. Total liabilities (sum of items 13 through 20)
RCON2948
34,332,000

21.
22. Not applicable
 
 
 
 
22.
23. Perpetual preferred stock and related surplus
 
 
RCON3838
0

23.
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, regardless of maturity.
4. Includes total demand deposits and noninterest-bearing 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, regardless of maturity.
7. Includes limited-life preferred stock and related surplus.





DEUTSCHE BANK TRUST COMPANY AMERICAS
RSD-ID 214807
Last Updated on 1/29/2018
FFIEC 041
Report Date 12/31/2017
15
 
 

Dollar amounts in thousands
 
 
 
24. Common stock
RCON3230
2,127,000
24.
25. Surplus (exclude all surplus related to preferred stock)
RCON3839
715,000
25.
26. Not available
 
 
26.
a. Retained earnings
 
RCON3632
6,217,000
26.a.
b. Accumulated other comprehensive income (1)
 
RCONB530
 - 1,000
26.b.
c. Other equity capital components (2)
 
RCONA130
0
26.c.
27. Not available
 
 
27.
a. Total bank equity capital (sum o items 23 through 26.c)
 
RCON3210
9,058,000
27.a.
b. Noncontrolling (minority) interests in consolidated subsidiaries
 
RCON3000
0
27.b.
28. Total equity capital (sum of items 27.a and 27.b)
RCONG105
9,058,000
28.
29. Total liabilities and equity capital (sum of items 21 and 28)
RCON3300
43,390,000
29.
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 2016
RCON6724
NR
M.1.
2.    Bank's fiscal year-end date (report the date in MMDD format)
 
RCON8678
NR
M.2.
 
 
 
 
 
 
1. Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments.
2. Includes treasury stock and unearned Employee Stock Ownership Plan shares.