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) ¨
THE BANK OF NEW YORK TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
| | |
Delaware | | 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) |
INTERNATIONAL COAL GROUP, INC.
(Exact name of obligor as specified in its charter)
| | |
Delaware | | 20-2641185 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. employer identification no.) |
| |
300 Corporate Centre Drive Scott Depot, WV | | 25560 |
(Address of principal executive offices) | | (Zip code) |
and the Guarantors listed on the next page
10.25% Senior Notes due 2014
and related Guarantees
(Title of the indenture securities)
GUARANTORS
| | | | | | |
Exact Name of Obligor as Specified in its Charter | | State or Other Jurisdiction of Incorporation or Organization | | IRS Employer Identification Number | | Address of Principal Executive Offices |
ICG, Inc. | | Delaware | | 20-1796718 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
ICG, LLC | | Delaware | | 20-1660224 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
ICG Natural Resources, LLC | | Delaware | | 20-1619866 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
ICG ADDCAR Systems, LLC | | Delaware | | 20-1619621 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
ICG Hazard, LLC | | Delaware | | 20-1619758 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
ICG Tygart Valley, LLC | | Delaware | | 20-2977524 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
ICG Beckley, LLC | | Delaware | | 20-4048542 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
ICG Eastern Land, LLC | | Delaware | | 20-1679711 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
ICG Hazard Land, LLC | | Delaware | | 20-1679661 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
ICG Knott County, LLC | | Delaware | | 20-1620070 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
ICG East Kentucky, LLC | | Delaware | | 20-1619961 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
ICG Illinois, LLC | | Delaware | | 20-1620272 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
ICG Eastern, LLC | | Delaware | | 20-1620152 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
CoalQuest Development LLC | | Delaware | | 20-0445769 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
Anker Coal Group, Inc. | | Delaware | | 52-1990183 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
Anker Group, Inc. | | Delaware | | 13-2961732 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
Simba Group, Inc. | | Delaware | | 55-0753900 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
Hunter Ridge Coal Company | | Delaware | | 51-0217205 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
Marine Coal Sales Company | | Delaware | | 13-3307813 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
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| | | | | | |
Upshur Property, Inc. | | Delaware | | 95-4484172 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
Vantrans, Inc. | | Delaware | | 22-2093700 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
Heather Glen Resources, Inc. | | West Virginia | | 55-0746946 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
King Knob Coal Co., Inc. | | West Virginia | | 55-0488823 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
Melrose Coal Company, Inc. | | West Virginia | | 55-0746947 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
Patriot Mining Company, Inc. | | West Virginia | | 55-0550184 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
New Allegheny Land Holding Company, Inc. | | West Virginia | | 31-1568515 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
Wolf Run Mining Company | | West Virginia | | 55-0699931 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
Juliana Mining Company, Inc. | | West Virginia | | 55-0568083 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
Hawthorne Coal Company, Inc. | | West Virginia | | 55-0742562 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
Vindex Energy Corporation | | West Virginia | | 55-0753903 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
Anker Power Services, Inc. | | West Virginia | | 55-0700346 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
Bronco Mining Company, Inc. | | West Virginia | | 22-2094405 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
| | | |
White Wolf Energy, Inc. | | Virginia | | 54-1867395 | | 300 Corporate Centre Drive Scott Depot, WV 25560 |
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| 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.
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 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). |
| 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. 333-121948). |
| 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 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 Chicago, and State of Illinois, on the 15th day of September, 2006.
| | |
THE BANK OF NEW YORK TRUST COMPANY, N.A. |
| |
By: | | /s/ Linda Garcia |
| | Linda Garcia |
| | Assistant Vice President |
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Exhibit 7
| | | | |
| | Board of Governors of the Federal Reserve System OMB Number: 7100-0036 Federal Deposit Insurance Corporation OMB Number: 3064-0052 Office of the Comptroller of the Currency OMB Number: 1557-0081 Expires March 31, 2007 | | |
Federal Financial Institutions Examination Council | | | | |
| | | | |
| | Please refer to page 1, | | 1 |
| | |
| | Table of Contents, for the required disclosure of estimated burden. | | |
Consolidated Reports of Condition and Income for
A Bank With Domestic Offices Only—FFIEC 041
| | | | | | | | |
Report at the close of Business December 31, 2005 | | | | (20051231) |
| | | | (RCON 9999) |
This report is required by law: 12 U.S.C. §324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); and 12 U.S.C. §161 (National banks). | | | | This report form is to be filed by banks with domestic offices only. Banks with foreign offices (as defined in the instructions) must file FFIEC 031. |
NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National banks. | | | | The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions. |
| | |
I, William J. Winkelmann, Vice President | | | | 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. Michael K. Klugman, President |
Name and Title of Officer Authorized to Sign Report of the 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. | | | |
| | | | Director (Trustee) |
| | |
| | | | Michael F. McFadden, MD |
Signature of Officer Authorized to Sign Report | | | | Director (Trustee) |
| | |
| | | | Frank P. Sulzberger, Vice President |
Date of Signature | | | | Director (Trustee) |
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Submission of Reports | | | | |
| | |
Each bank must prepare its Reports of Condition and Income (Call Report) data by either: | | | | For technical assistance with the submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, by fax at (301) 495-7864, or by e-mail at CDR.Help@ffiec.gov. |
| | |
(a) Using computer software to prepare its Call Report and then submitting the report data directly to the FFIEC’s Central Data Repository (CDR), an Internet-based system for data collection (https://cdr.ffiec.gov/cdr/), or | | | | To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer-generated version of this page) to the hard-copy record of the data file submitted to the CDR that your bank must place in its files. |
| | |
(b) Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data into the electronic format that can be processed by the CDR. The software vendor or other party then must electronically submit the bank’s data file to the CDR. | | | | The appearance of your bank’s hard-copy record of the submitted data file need not match exactly the appearance of the FFIEC’s sample report forms, but should show at least the caption of each Call Report item and the reported amount. |
| | | |
FDIC Certificate Number: | | 23472 | | | | THE BANK OF NEW YORK TRUST COMPANY, NA |
| | | |
| | (RSSD 9050) | | | | Legal Title of Bank (RSSD 9017) |
| | | |
| | | | | | LOS ANGELES |
| | | | |
| | | | | | City (RSSD 9130) | | |
| | | | |
| | | | | | CA | | 90017 |
| | | | |
| | | | | | State Abbrev, (RSSD 9200) | | Zip Code (RSSD 9220) |
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency
| | | | | | |
THE BANK OF NEW YORK TRUST COMPANY, NA Legal Title of Bank | | | | | | FF1EC 041 Page RC-1 |
| | | | | | |
LOS ANGELES | | | | | | 12 |
City | | | | | | |
| | | |
CA 90017 | | | | | | |
State Zip Code | | | | | | |
| | | | | | |
FDIC Certificate Number: 23472 | | | | | | |
Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for December 31, 2005
All schedules are to be reported in thousands of dollars, Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
Schedule RC—Balance Sheet
| | | | | | | | | | | | | | | | |
Dollar Amounts in Thousands | | | | RCON | | Bil | | Mil | | Thou | | |
ASSETS | | | | | | | | | | | | | | |
1. | | Cash and balances due from depository institutions (from Schedule RC-A): | | | | | | | | | | | | | | |
| | a. Noninterest-bearing balances and currency and coin (1) | | | | | | 0081 | | | | | | 9,859 | | 1.a |
| | b. Interest-bearing balances (2) | | | | | | 0071 | | | | | | 0 | | 1.b |
| | | | | | | | |
2. | | Securities: | | | | | | | | | | | | | | |
| | a. Held-to-maturity securities (from Schedule RC-B, column A) | | | | | | 1754 | | | | | | 70 | | 2.a |
| | b. Available-for-sale securities (from Schedule RC-B, column D) | | | | | | 1773 | | | | | | 62,079 | | 2.b |
| | | | | | | | |
3. | | Federal funds sold and securities purchased under agreements to resell: | | | | | | | | | | | | | | |
| | a. Federal funds sold | | | | | | B987 | | | | | | 38,000 | | 3.a |
| | b. Securities purchased under agreements to resell (3) | | | | | | B989 | | | | | | 105,100 | | 3.b |
| | | | | | | | |
4. | | Loans and lease financing receivables (from Schedule RC-C): | | | | | | | | | | | | | | |
| | a. Loans and leases held for sale | | | | | | 5369 | | | | | | 0 | | 4.a |
| | b. Loans and leases, net of unearned income | | B528 | | 0 | | | | | | | | | | 4.b |
| | c. LESS: Allowance for loan and lease losses | | 3123 | | 0 | | | | | | | | | | 4.c |
| | d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) | | | | | | B529 | | | | | | 0 | | 4.d |
| | | | | | | | |
5. | | Trading assets (from Schedule RC-D) | | | | | | 3545 | | | | | | 0 | | 5 |
| | | | | | | | |
6. | | Premises and fixed assets (including capitalized leases) | | | | | | 2145 | | | | | | 4,113 | | 6 |
| | | | | | | | |
7. | | Other real estate owned (from Schedule RC-M) | | | | | | 2150 | | | | | | 0 | | 7 |
| | | | | | | | |
8. | | Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) | | | | | | 2130 | | | | | | 0 | | 8 |
| | | | | | | | |
9. | | Customers’ liability to this bank on acceptances outstanding | | | | | | 2155 | | | | | | 0 | | 9 |
| | | | | | | | |
10. | | Intangible assets | | | | | | | | | | | | | | |
| | a. Goodwill | | | | | | 3163 | | | | | | 265,964 | | 10.a |
| | b. Other intangible assets (from Schedule RC-M) | | | | | | 0426 | | | | | | 16,292 | | 10.b |
| | | | | | | | |
11. | | Other assets (from Schedule RC-F) | | | | | | 2160 | | | | | | 39,519 | | 11 |
| | | | | | | | |
12. | | Total assets (sum of items 1 through 11) | | | | | | 2170 | | | | | | 540,996 | | 12 |
(1) | Includes cash items in process of collection and unposted debits. |
(2) | Includes time certificates of deposit not held for trading. |
(3) | Includes all securities resale agreements, regardless of maturity. |
| | | | | | | | | | | | |
THE BANK OF NEW YORK TRUST COMPANY, NA | | | | | | | | | | FFIEC 041 | | |
Legal Title of Bank | | | | | | | | | | Page RC-2 | | |
FDIC Certificate Number: 23472 | | | | | | | | | | | | 13 |
Schedule RC - Continued
| | | | | | | | | | | | | | | | | |
| | | | Dollar Amounts in Thousands | | RCON | | Bil | | Mil | | Thou | �� | | |
LIABILITIES | | | | | | | | | | | | | | | |
13. | | Deposits: | | | | | | | | | | | | | | | |
| | a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) | | | | | | 2200 | | | | | | 7,729 | | | 13.a |
| | (1) Noninterest-bearing (1) | | 6631 | | 7,729 | | | | | | | | | | | 13.a.1 |
| | (2) Interest-bearing | | 6636 | | 0 | | | | | | | | | | | 13.a.2 |
| | b. Not applicable | | | | | | | | | | | | | | | |
| | | | | | | | |
14. | | Federal funds purchased and securities sold under agreements to repurchase | | | | | | | | | | | | | | | |
| | a. Federal funds purchased (2) | | | | | | B993 | | | | | | 0 | | | 14.a |
| | b. Securities sold under agreements to repurchase (3) | | | | | | B995 | | | | | | 0 | | | 14.b |
| | | | | | | | |
15. | | Trading liabilities (from Schedule RC-D) | | | | | | 3548 | | | | | | 0 | | | 15 |
| | | | | | | | |
16. | | Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M): | | | | | | 3190 | | | | | | 58,000 | | | 16 |
| | | | | | | | |
17. | | Not applicable | | | | | | | | | | | | | | | |
| | | | | | | | |
18. | | Bank’s liability on acceptances executed and outstanding | | | | | | 2920 | | | | | | 0 | | | 18 |
| | | | | | | | |
19. | | Subordinated notes and debentures (4) | | | | | | 3200 | | | | | | 0 | | | 19 |
| | | | | | | | |
20. | | Other liabilities (from Schedule RC-G) | | | | | | 2930 | | | | | | 68,953 | | | 20 |
| | | | | | | | |
21. | | Total liabilities (sum of items 13 through 20) | | | | | | 2948 | | | | | | 134,682 | | | 21 |
| | | | | | | | |
22. | | Minority interest in consolidated subsidiaries | | | | | | 3000 | | | | | | 0 | | | 22 |
| | | | | | | |
EQUITY CAPITAL | | | | | | | | | | | | | | | |
| | | | | | | | |
23. | | Perpetual preferred stock and related surplus | | | | | | 3838 | | | | | | 0 | | | 23 |
| | | | | | | | |
24. | | Common stock | | | | | | 3230 | | | | | | 1,000 | | | 24 |
| | | | | | | | |
25. | | Surplus (exclude all surplus related to preferred stock) | | | | | | 3839 | | | | | | 321,520 | | | 25 |
| | | | | | | | |
26. | | a. Retained earnings | | | | | | 3632 | | | | | | 84,070 | | | 26.a |
| | b. Accumulated other comprehensive income (5) | | | | | | B530 | | | | | | (276 | ) | | 26.b |
| | | | | | | | |
27. | | Other equity capital components (6) | | | | | | A130 | | | | | | 0 | | | 27 |
| | | | | | | | |
28. | | Total equity capital (sum of items 23 through 27) | | | | | | 3210 | | | | | | 406,314 | | | 28 |
| | | | | | | | |
29. | | Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) | | | | | | 3300 | | | | | | 540,996 | | | 29 |
Memorandum
To be reported with the March Report of Condition.
| | | | | | |
| | RCON | | Number | | |
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2004 | | 6724 | | N/A | | M.1 |
| | |
1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm | | 4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 5 = Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority) 6 = Review of the bank’s financial statements by external auditors 7 = Compilation of the bank’s financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work |
(1) | Includes total demand deposits and noninterest-bearing time and savings deposits. |
(2) | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “other borrowed money.” |
(3) | Includes all securities repurchase agreements, regardless of maturity. |
(4) | Includes limited-life preferred stock and related surplus. |
(5) | Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and minimum pension liability adjustments. |
(6) | Includes treasury stock and unearned Employee Stock Ownership Plan shares. |