EX-25.1 8 h76911exv25w1.htm EX-25.1 exv25w1
EXHIBIT 25.1
 
 
FORM T-1
UNITED STATES
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)  o
 
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
     
    95-3571558
(Jurisdiction of incorporation   (I.R.S. employer
if not a U.S. national bank)   identification no.)
     
700 South Flower Street    
Suite 500    
Los Angeles, California   90017
(Address of principal executive offices)   (Zip code)
Evelyn T. Furukawa
700 South Flower Street, Suite 500
Los Angeles, California 90017
213.630.6463

(Name, address and telephone number of agent for service)
 
PetroQuest Energy, Inc.
(Exact name of obligor as specified in its charter)
     
Delaware   72-1440714
(State or other jurisdiction of   (I.R.S. employer
incorporation or organization)   identification no.)
     
400 East Kaliste Saloom Road, Suite 6000    
Lafayette, Louisiana   70508
(Address of principal executive offices)   (Zip Code)
Senior Debt Securities
And Guarantees of Senior Debt Securities
(Title of the Indenture Securities)
 
 
 

 


 

ADDITIONAL GUARANTOR REGISTRANTS*
         
Exact name of   State of   IRS
Additional Registrant as   Incorporation or   Employee
Specified in it Charter   Organization   Identification No.
         
PetroQuest Energy, LLC
TDC Energy LLC
  Louisiana
Louisiana
  72-1292439
30-0297129
 
*   Each Guarantor has the same principal executive office as PetroQuest Energy, Inc.

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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
  P.O. Box 7702
San Francisco, CA 94120
 
   
Federal Deposit Insurance Corporation
  550 17th Street, N.W.
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.
 
3-15.   Not applicable.
 
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 Mellon Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
 
  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).

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  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. 333-152875).
 
  4.   A copy of the existing by laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).
 
  6.   The consent of the trustee required by Section 321(b) of the Act.
 
  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.

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SIGNATURE
     Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon 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 Houston, and State of Texas, on the 15th day of October, 2010.
         
  THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
 
 
  By:   /s/ Kash Asghar    
    Name:   Kash Asghar   
    Title:   Senior Associate   

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EXHIBIT 6
October 15, 2010
Securities and Exchange Commission
Washington, D.C. 20549
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of PetroQuest Energy, Inc., The Bank of New York Mellon Trust Company, N.A. 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 therefore.
         
  THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
 
 
  By:   /s/ Kash Asghar    
    Kash Asghar   
    Senior Associate   
 
Houston, Texas
October 15, 2010

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EXHIBIT 7
REPORT OF CONDITION
Consolidating domestic subsidiaries of
The Bank of New York Mellon Trust Company
in the state of CA at close of business on June 30, 2010
published in response to call made by (Enter additional information below)
 
 
Statement of Resources and Liabilities
         
    Dollar Amounts in Thousands
 
ASSETS
       
Cash and balances due from depository institutions:
       
Noninterest-bearing balances and currency and coin
    3,097  
Interest-bearing balances
    1,319  
Securities:
       
Held-to-maturity securities
    12  
Available-for-sale securities
    647,932  
Federal funds sold and securities purchased under agreements to resell:
       
Federal funds sold
    112,000  
Securities purchased under agreements to resell
    0  
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)
    10,065  
Other real estate owned
    0  
Investments in unconsolidated subsidiaries and associated companies
    1  
Direct and indirect investments in real estate ventures
    0  
Intangible assets:
       
Goodwill
    856,313  
Other intangible assets
    230,506  
Other assets
    161,731  
Total assets
    2,022,976  

 


 

REPORT OF CONDITION (Continued)
LIABILITIES
         
    Dollar Amounts in Thousands
 
Deposits:
       
In domestic offices
    559  
Noninterest-bearing
559          
Interest-bearing
0          
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)
    268,691  
Subordinated notes and debentures
    0  
Other liabilities
    216,295  
Total liabilities
    485,545  
 
       
EQUITY CAPITAL
       
Bank Equity Capital
       
Perpetual preferred stock and related surplus
    0  
Common stock
    1,000  
Surplus (excludes all surplus related to preferred stock)
    1,121,520  
Retained earnings
    412,936  
Accumulated other comprehensive income
    1,975  
Other equity capital components
    0  
Total bank equity capital
    1,537,431  
Noncontrolling (minority) interest in consolidated subsidiaries
    0  
Total equity capital
    1,537,431  
Total liabilities and equity capital
    2,022,976  

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.
     
I, Karen Bayz, Chief Financial officer    /s/ Karen Bayz         
 
(Name, Title)
    
of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.


         
Director #1 Troy Kilpatrick, President
  /s/ Troy Kilpatrick    
 
 
 
   
 
       
Director #2 Frank Sulzberger, Managing Director
  /s/ Frank Sulzberger    
 
 
 
   
 
       
Director #3 William Lindelof, Managing Director
  /s/ William Lindelof