exv4w16






Exhibit 4.16



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
	 	(State 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)





 




INTEROIL CORPORATION


(Exact name of obligor as specified in its charter)



	 	 	 	 
	 	Yukon Territory, Canada

	 	NONE
	 	(State or other jurisdiction of

	 	(I.R.S. employer
	 	incorporation or organization)

	 	identification no.)
	 	 
	 	 
	 	Level 1

	 	
	 	 60-92 Cook Street

	 	None
	 	Cairns, Queensland 4870
	 	(Zip Code)
	 	Australia
	 	 
	 	(Address of principal executive offices)
	 	 





 





 









 









	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.






	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).
	 
	 	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).




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	 	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.





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 Houston, and State of Texas, on the 22nd
day of July, 2008.



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON 

TRUST COMPANY, N.A.

 	 
	 	By:  	/s/ Mauri J. Cowen  	 
	 	Name:  	Mauri J. Cowen 	 
	 	Title:  	Vice President 	 
	 




 - 3 - 












 





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 Interoil Corporation, The Bank of New York 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 TRUST 

COMPANY, N.A.

 	 
	 	By:  	/s/ Mauri J. Cowen
 	 
	 	 	Mauri J. Cowen  	 
	 	 	Vice President 	 



Houston, Texas

July 22, 2008





-4-











 





REPORT OF CONDITION




Consolidating domestic subsidiaries of





THE BANK OF NEW YORK TRUST COMPANY, NA




in the state of CA at close of business on March 31, 2008



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

	 	 	 	 	 	 	2,130	 
	Interest-bearing balances
	 	 	 	 	 	 	0	 
	Securities:
	 	 	 	 	 	 	 	 
	Held-to-maturity securities

	 	 	 	 	 	 	32	 
	Available-for-sale securities
	 	 	 	 	 	 	297,195	 
	Federal funds sold and securities purchased under agreements to resell:
	 	 	 	 	 	 	 	 
	Federal funds sold
	 	 	 	 	 	 	11,700	 
	Securities purchased under agreements to resell
	 	 	 	 	 	 	65,000	 
	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)
	 	 	 	 	 	 	12,911	 
	Other real estate owned
	 	 	 	 	 	 	0	 
	Investments in unconsolidated subsidiaries and associated companies
	 	 	 	 	 	 	0	 
	Intangible assets:
	 	 	 	 	 	 	 	 
	Goodwill
	 	 	 	 	 	 	871,685	 
	Other intangible assets
	 	 	 	 	 	 	293,863	 
	Other assets
	 	 	 	 	 	 	151,030	 
	Total assets
	 	 	 	 	 	 	1,705,546	 






 









 





REPORT OF CONDITION (Continued)




LIABILITIES




	 	 	 	 	 	 	 	 	 
	 	 	Dollar Amounts in Thousands	 
	 
	Deposits:
	 	 	 	 	 	 	 	 
	In domestic offices

	 	 	 	 	 	 	1,187	 
	Noninterest-bearing
	 	 	1,187	 	 	 	 	 
	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)
	 	 	 	 	 	 	218,691	 
	Subordinated notes and debentures
	 	 	 	 	 	 	0	 
	Other liabilities
	 	 	 	 	 	 	145,238	 
	Total liabilities
	 	 	 	 	 	 	365,116	 
	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
	 	 	 	 	 	 	214,719	 
	Accumulated other comprehensive income
	 	 	 	 	 	 	3,191	 
	Other equity capital components
	 	 	 	 	 	 	0	 
	Total equity capital
	 	 	 	 	 	 	1,340,430	 
	Total liabilities, minority interest, and equity capital
	 	 	 	 	 	 	1,705,546	 






	 	 	 
	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.


	 	
I, Karen Bayz, Vice President /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

	 	Michael K. Klugman, President
	 	/s/ Michael K. Klugman
 

	 	 
	 
	 	 	 	 	 	 
	Director #2

	 	Frank Sulzberger, MD
	 	/s/ Frank Sulzberger
 

	 	 
	 
	 	 	 	 	 	 
	Director #3

	 	William D. Lindelof, VP
	 	/s/ William D. Lindelof