EX-25.1 14 ex25-1.htm FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION

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)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association

(Jurisdiction of incorporation or

organization if not a U.S. national

bank)

94-1347393

(I.R.S. Employer

Identification No.)

101 North Phillips Avenue

Sioux Falls, South Dakota

(Address of principal executive offices)

57104

(Zip code)

Wells Fargo & Company
Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

Camber Energy, Inc.

(Exact name of registrant as specified in its charter)

Nevada	20-2660243
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

450 Gears Road, Suite 860

Houston, Texas 77067

(713) 528-1881

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Senior Debt Securities

*TABLE OF ADDITIONAL REGISTRANTS

The following subsidiaries of Camber Energy, Inc. are co-registrants under this registration statement.

Name	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
CEI Operating LLC	Texas	81-4630032
Camber Permian LLC	Texas	81-5377234

The address for each of the co-registrants is c/o Camber Energy, Inc., 450 Gears Road, Suite 860, Houston, Texas 77067, Telephone: (713) 528-1881.

The name and address, including zip code, of the agent for service for each of the co-registrants is Paul Pinkston, Chief Accounting Officer of Camber Energy, Inc., 450 Gears Road, Suite 860, Houston, Texas 77067. The telephone number, including area code, of the agent for service for each of the co-registrants is (713) 528-1881.

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.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b)

Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.

Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.

A copy of the Articles of Association of the trustee now in effect.*

Exhibit 2.

A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.**

Exhibit 3.

A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.**

Exhibit 4.

Copy of By-laws of the trustee as now in effect.**

Exhibit 5.

Not applicable.

Exhibit 6.

The consent of the trustee required by Section 321(b) of the Act.

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.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784.

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file number 333-190926.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national 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 Dallas and State of Texas on the 21^st of February, 2017.

	WELLS FARGO BANK, NATIONAL ASSOCIATION


	Patrick T. Giordano
	Vice President

EXHIBIT 6

February 21, 2017

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.

	Very truly yours,

	WELLS FARGO BANK, NATIONAL ASSOCIATION

	Patrick T. Giordano
	Vice President

Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business December 31, 2016, filed in accordance with 12 U.S.C. §161 for National Banks.

				Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin			$	19,607
	Interest-bearing balances				200,504
Securities:
	Held-to-maturity securities				99,478
	Available-for-sale securities				286,478
Federal funds sold and securities purchased under agreements to resell:
	Federal funds sold in domestic offices				77
	Securities purchased under agreements to resell				22,705
Loans and lease financing receivables:
	Loans and leases held for sale				19,947
	Loans and leases, net of unearned income		924,819
	LESS: Allowance for loan and lease losses		10,502
	Loans and leases, net of unearned income and allowance				914,317
Trading Assets					36,745
Premises and fixed assets (including capitalized leases)					7,745
Other real estate owned					915
Investments in unconsolidated subsidiaries and associated companies					11,334
Direct and indirect investments in real estate ventures					233
Intangible assets
	Goodwill				22,695
	Other intangible assets				17,298
Other assets					67,157

Total assets				$	1,727,235

LIABILITIES
Deposits:
	In domestic offices				$1,218,766
		Noninterest-bearing	407,266
		Interest-bearing	811,500
	In foreign offices, Edge and Agreement subsidiaries, and IBFs				120,624
		Noninterest-bearing	1,115
		Interest-bearing	119,509
Federal funds purchased and securities sold under agreements to repurchase:
	Federal funds purchased in domestic offices				6,444
	Securities sold under agreements to repurchase				9,562

	Dollar Amounts In Millions

Trading liabilities		13,951
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)		159,898
Subordinated notes and debentures		13,200
Other liabilities		29,006

Total liabilities	$	1,571,451

EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		106,705
Retained earnings		49,373
Accumulated other comprehensive income		(1,220)
Other equity capital components		0

Total bank equity capital		155,377
Noncontrolling (minority) interests in consolidated subsidiaries		407

Total equity capital		155,784

Total liabilities, and equity capital	$	1,727,235

I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

John R. Shrewsberry

Sr. EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition 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.

Directors

James Quigley

Enrique Hernandez, Jr

Cynthia Milligan