EX-25.1 11 dex251.htm FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION Form T-1 Statement of Eligibility and Qualification

Exhibit 25.1

 

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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)                 x

 

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

 

  95-3571558

(State of incorporation

if not a U.S. national bank)

  

(I.R.S. employer

identification no.)

 

700 South Flower Street Suite 500

Los Angeles, California

   90017
(Address of principal executive offices)   (Zip code)

 

Chesapeake Energy Corporation

(Exact name of obligor as specified in its charter)

 

Oklahoma   73-1395733

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

 

Chesapeake Eagle Canada Corp.

(Exact name of obligor as specified in its charter)

 

New Brunswick, Canada   None

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Chesapeake Energy Louisiana Corporation

(Exact name of obligor as specified in its charter)

 

Oklahoma   73-1524569

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Chesapeake Energy Marketing, Inc.

(Exact name of obligor as specified in its charter)

 

Oklahoma   73-1439175

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Chesapeake Operating, Inc.

(Exact name of obligor as specified in its charter)

 

Oklahoma   73-1343196

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Chesapeake South Texas Corp.

(Exact name of obligor as specified in its charter)

 

Oklahoma   41-2050649

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

 

2

Nomac Drilling Corporation

(Exact name of obligor as specified in its charter)

 

Oklahoma   73-1606317

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Carmen Acquisition, L.L.C.

(Exact name of obligor as specified in its charter)

 

Oklahoma   73-1604860

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Chesapeake Appalachia, L.L.C.

(Exact name of obligor as specified in its charter)

 

Oklahoma   20-3774650

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Chesapeake Land Company, L.L.C.

(Exact name of obligor as specified in its charter)

 

Oklahoma   20-2099392

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Chesapeake ORC, L.L.C.

(Exact name of obligor as specified in its charter)

 

Oklahoma   71-0934234

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

 

3

Chesapeake Royalty, L.L.C.

(Exact name of obligor as specified in its charter)

 

Oklahoma   73-1549744

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Gothic Production, L.L.C.

(Exact name of obligor as specified in its charter)

 

Oklahoma   73-1539475

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Hodges Trucking Company, L.L.C.

(Exact name of obligor as specified in its charter)

 

Oklahoma   73-1293811

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Hawg Hauling & Disposal, LLC

(Exact name of obligor as specified in its charter)

 

Delaware   06-1706211

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Bluestem Gas Services, L.L.C.

(Exact name of obligor as specified in its charter)

 

Oklahoma   20-0174765

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

 

4

MC Mineral Company, L.L.C.

(Exact name of obligor as specified in its charter)

 

Oklahoma   61-1448831

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Gene D. Yost & Son, Inc.

(Exact name of obligor as specified in its charter)

 

Oklahoma   20-5550602

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Chesapeake Exploration Limited Partnership

(Exact name of obligor as specified in its charter)

 

Oklahoma   73-1384282

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Chesapeake Louisiana, L.P.

(Exact name of obligor as specified in its charter)

 

Oklahoma   73-1519126

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Chesapeake Sigma, L.P.

(Exact name of obligor as specified in its charter)

 

Oklahoma   27-0029884

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

 

5

MidCon Compression, L.L.C.

(Exact name of obligor as specified in its charter)

 

Oklahoma   20-0299525

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Diamond Y Enterprise Incorporated

(Exact name of obligor as specified in its charter)

 

Pennsylvania   26-0004174

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

 

6100 North Western Avenue

Oklahoma City, Oklahoma

   73118
(Address of principal executive offices)   (Zip code)

 

Convertible Senior Notes

(Title of the indenture securities)

 

 

6

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

Comptroller of the Currency

United States Department of the Treasury

    Washington, D.C. 20219

Federal Reserve Bank

    San Francisco, California 94105

Federal Deposit Insurance Corporation

    Washington, D.C. 20429

 

  (b)   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.

 

16.   List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

  1.   A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).

 

  2.   A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

 

  3.   A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).

 

  4.   A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

 

7

  6.   The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).

 

  7.   A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

8

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 7th day of May, 2007.

 

THE BANK OF NEW YORK TRUST

COMPANY, N.A.

By:  

/S/ J. BARTOLINI

Name:

Title:

  

J. BARTOLINI

VICE PRESIDENT

 

9

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK TRUST COMPANY, N.A.

of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

At the close of business March 31, 2007, published in accordance with Federal regulatory authority instructions.

 

     Dollar
Amounts
in Thousands

ASSETS

   

Cash and balances due from depository institutions:

   

Noninterest-bearing balances and currency and coin

    2,391

Interest-bearing balances

    0

Securities:

   

Held-to-maturity securities

    40

Available-for-sale securities

    65,083

Federal funds sold and securities purchased under agreements to resell:

   

Federal funds sold

    48,400

Securities purchased under agreements to resell

    54,885

 

Loans and lease financing receivables:

   

Loans and leases held for sale

      0

Loans and leases, net of unearned income

      0

LESS: Allowance for loan and lease losses

      0

Loans and leases, net of unearned income and allowance

      0

Trading assets

      0

Premises and fixed assets (including capitalized leases)

      8,755

Other real estate owned

      0

Investments in unconsolidated subsidiaries and associated companies

      0

Not applicable

   

Intangible assets:

   

Goodwill

      924,236

Other Intangible Assets

      270,030

Other assets

      143,616
      

Total assets

    $ 1,517,436
      

LIABILITIES

   

Deposits:

   

In domestic offices

    1,691

Noninterest-bearing

    1,691

Interest-bearing

    0

Not applicable

   

Federal funds purchased and securities sold under agreements to repurchase:

   

Federal funds purchased

    0

Securities sold under agreements to repurchase

    0

Trading liabilities

    0

Other borrowed money:

   

(includes mortgage indebtedness and obligations under capitalized leases)

    118,691

Not applicable

   

Not applicable

   

Subordinated notes and debentures

    0

Other liabilities

    126,416

Total liabilities

    246,798

Minority interest in consolidated subsidiaries

    0
EQUITY CAPITAL   

Perpetual preferred stock and related surplus

    0

Common stock

    1,000

Surplus (exclude all surplus related to preferred stock)

    1,121,520

Retained earnings

    148,100

Accumulated other comprehensive income

    18

 

Other equity capital components

    0

Total equity capital

    1,270,638
    

Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)

    1,517,436
    

I, William J. Winkelmann, Vice President of the above-named bank do hereby declare 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 to the best of my knowledge and belief.

 

William J. Winkelmann

    )    Vice President

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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 appropriate Federal regulatory authority and is true and correct.

 

Michael K. Klugman, President

    )   

Michael F. McFadden, MD

    )    Directors (Trustees)

Frank P. Sulzberger, Vice President

    )