exv4w10






Exhibit 4.10


 

 





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) 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 

if not a U.S. national bank)
	 	(I.R.S. employer

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 

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

identification no.)
	 	 	 
	Level 1

60-92 Cook Street 

Cairns, Queensland 4870, Australia	 	 
	(Address of principal executive offices)
	 	(Zip code)





 




Debt Securities

(Title of the indenture securities)



 

 






 









 















	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.
	 
	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., formerly known as The Bank of New York 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).
	 
	 	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).




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	 	4.	 	A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed
with Registration Statement No. 333-162713).
	 
	 	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. 333-152875).
	 
	 	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 13th
day of September, 2010.



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON 
TRUST COMPANY, N.A.

 	 
	 	By:  	/S/    Julie Hoffman-Ramos
 	 
	 	 	Name:  	Julie Hoffman-Ramos 	 
	 	 	Title:  	Senior Associate 	 
	 




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EXHIBIT 7




Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 700 South Flower Street, Suite 200, Los Angeles, CA 90017




     At the close of business June 30, 2010, published in accordance with Federal regulatory
authority instructions.



	 	 	 	 	 
	 	 	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	 
	 
	 	 	 






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	 	 	Dollar Amounts	 
	 	 	in Thousands	 
	LIABILITIES
	 	 	 	 
	 
	 	 	 	 
	Deposits:
	 	 	 	 
	In domestic offices
	 	 	559	 
	Noninterest-bearing
	 	 	559	 
	Interest-bearing
	 	 	0	 
	Not applicable
	 	 	 	 
	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	 
	Not applicable
	 	 	 	 
	Not applicable
	 	 	 	 
	Subordinated notes and debentures
	 	 	0	 
	Other liabilities
	 	 	216,295	 
	Total liabilities
	 	 	485,545	 
	Not applicable
	 	 	 	 
	 
	 	 	 	 
	EQUITY CAPITAL
	 	 	 	 
	 
	 	 	 	 
	Perpetual preferred stock and related surplus
	 	 	0	 
	Common stock
	 	 	1,000	 
	Surplus (exclude all surplus related to preferred stock)
	 	 	1,121,520	 
	Not available
	 	 	 	 
	Retained earnings
	 	 	412,936	 
	Accumulated other comprehensive income 
	 	 	1,975	 
	Other equity capital components
	 	 	0	 
	Not available
	 	 	 	 
	Total bank equity capital 
	 	 	1,537,431	 
	Noncontrolling (minority) interests in consolidated subsidiaries
	 	 	0	 
	Total equity capital
	 	 	1,537,431	 
	 
	 	 	 
	Total liabilities and equity capital
	 	 	2,022,976	 
	 
	 	 	 






     I, Karen Bayz, Managing Director of the above-named bank do hereby declare that the Reports of
Condition and Income (including the supporting schedules) for this report date have been prepared
in conformance with the instructions issued by the appropriate Federal regulatory authority and are
true to the best of my knowledge and belief.



     Karen Bayz     )     Managing Director



     We, the undersigned directors (trustees), attest to the correctness of the Report of Condition
(including the supporting schedules) for this report date 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.



	 	 	 	 	 

	Troy Kilpatrick, President

Frank P. Sulzberger, MD

William D. Lindelof, MD

	 	)

)

)
	 	
Directors (Trustees)







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