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.) |
66 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)
Additional Registrants listed on Schedule A hereto
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) |
_____________________________
Debt Securities
(Title of the Indenture securities)
Additional Registrants
Schedule A
| 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, including zip code, and telephone number, including area code, of each of the additional Registrants’ principal executive offices is c/o Chesapeake Energy Corporation, 6100 North Western Avenue, Oklahoma City, Oklahoma 73118, telephone (405) 935-8000. | ||
| 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 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 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 1st day of August, 2017.
| DEUTSCHE BANK TRUST COMPANY AMERICAS | ||
| /s/ Carol Ng | ||
| By: | Name: | Carol Ng |
| Title: | Vice President | |
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10005 | FFIEC 041 Page 15 of 85 RC-1 |
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10005 | FFIEC 041 Page 16 of 85 RC-2 |
