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)
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(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 (I.R.S. employer
incorporation or organization) identification No.)
6100 North Western Avenue
Oklahoma City, Oklahoma 73118
(Address of principal executive offices) (Zip code)
6.875% Senior Notes due 2016
(Title of the indenture securities)
- 1 -
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
- --------------------------------------------------------------------------------
Superintendent of Banks of the 2 Rector Street,
State of New York New York, N.Y. 10006, and
Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza,
New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(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 and rule 24 of the Commission's
Rules of Practice.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No.1 to Form T-1,
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
- 2 -
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.
33-44051.)
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.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Bank of New York, 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 the 20th day of November, 2003.
THE BANK OF NEW YORK
By:
--------------------------------
Louis P. Young
Vice President
- 3 -
EXHIBIT 7
---------
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 2003,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 4,257,371
Interest-bearing balances 6,048,782
Securities:
Held-to-maturity securities 373,479
Available-for-sale securities 18,918,169
Federal funds sold in domestic offices 6,689,000
Securities purchased under agreements to resell 5,293,789
Loans and lease financing receivables:
Loans and leases held for sale 616,186
Loans and leases, net of unearned
income 38,342,282
LESS: Allowance for loan and
lease losses 819,982
Loans and leases, net of unearned
income and allowance 37,522,300
Trading Assets 5,741,193
Premises and fixed assets (including capitalized
leases) 958,273
Other real estate owned 441
Investments in unconsolidated subsidiaries and
associated companies 257,626
Customers' liability to this bank on acceptances
outstanding 159,995
Intangible assets
Goodwill 2,554,921
Other intangible assets 805,938
Other assets 6,285,971
-----------
Total assets $96,483,434
===========
LIABILITIES
Deposits:
In domestic offices $37,264,787
Noninterest-bearing 15,357,289
Interest-bearing 21,907,498
In foreign offices, Edge and Agreement
subsidiaries, and IBFs 28,018,241
Noninterest-bearing 1,026,601
Interest-bearing 26,991,640
Federal funds purchased in domestic
offices 739,736
Securities sold under agreements to repurchase 465,594
Trading liabilities 2,456,565
Other borrowed money:
(includes mortgage indebtedness and obligations
under capitalized leases) 8,994,708
Bank's liability on acceptances executed and
outstanding 163,277
Subordinated notes and debentures 2,400,000
Other liabilities 7,446,726
-----------
Total liabilities $87,949,634
===========
Minority interest in consolidated subsidiaries 519,472
EQUITY CAPITAL
Perpetual preferred stock and related
surplus 0
Common stock 1,135,284
Surplus 2,056,273
Retained earnings 4,694,161
Accumulated other comprehensive income 128,610
Other equity capital components 0
- ------------------------------------------------------------------------------------------------------------
Total equity capital 8,014,328
-----------
Total liabilities minority interest and equity capital $96,483,434
===========
I, Thomas J. Mastro, Senior Vice President and Comptroller 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.
Thomas J. Mastro,
Senior Vice President and Comptroller
We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We 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 and is true and correct.
Thomas A. Renyi )
Gerald L. Hassell ) Directors
Alan R. Griffith )
- --------------------------------------------------------------------------------