EXHIBIT 25.1
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) □
U.S. BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
31-0841368
(I.R.S. Employer Identification No.)
800 Nicollet Mall Minneapolis, Minnesota (Address of principal executive offices) | | 55402 (Zip Code) |
Muriel Shaw
U.S. Bank National Association
1349 West Peachtree Street
Suite 1050
Atlanta, Georgia 30309
(404) 898-8822
(Name, address and telephone number of agent for service)
James River Coal Company
(exact name of obligor as specified in its charter)
(For Co-Registrants, see “Table of Co-Registrants” on the following page)
Virginia (State or other jurisdiction of incorporation or organization) | | 54-1602012 (I.RS. Employer Identification No.) |
901 E. Byrd Street, Suite 1600 Richmond, Virginia 23219 (Address of principal executive offices) | | 23219 (Zip Code) |
7.875 % Senior Notes, Due 2019
Subsidiary Guarantees of 7.875 % Senior Notes, Due 2019
(Title of the indenture securities)
TABLE OF SUBSIDIARY CO-REGISTRANTS
Exact name of Subsidiary Co-Registrant as specified in its charter (1)(2) | | State or other jurisdiction of incorporation or organization | | I.R.S. Employer Identification Number |
| BDCC Holding Company, Inc. | | Delaware | | 62-0133200 |
| Bell County Coal Corporation | | Delaware | | 61-0880806 |
| Bledsoe Coal Corporation | | Kentucky | | 61-0894821 |
| Bledsoe Coal Leasing Company | | Delaware | | 52-1186654 |
| Blue Diamond Coal Company | | Delaware | | 52-2313812 |
| Buck Branch Resources LLC | | Kentucky | | 90-0531459 |
| Chafin Branch Coal Company, LLC | | West Virginia | | 55-0327873 |
| Eolia Resources, Inc. | | North Carolina | | 56-0890587 |
| Hampden Coal Company, LLC | | West Virginia | | 55-0674334 |
| International Resource Partners LP | | Delaware | | 20-8698669 |
| International Resources, LLC | | West Virginia | | 20-8962522 |
| International Resources Holdings I LLC | | Delaware | | 26-0189838 |
| International Resources Holdings II LLC | | Delaware | | 55-0681567 |
| IRP GP Holdco LLC | | Delaware | | 45-2075380 |
| IRP Kentucky LLC | | Kentucky | | 90-0531454 |
| IRP LP Holdco Inc. | | Delaware | | 45-2075380 |
| IRP WV Corp. | | Delaware | | 26-0316050 |
| James River Coal Sales, Inc. | | Delaware | | 74-2233417 |
| James River Coal Service Company | | Kentucky | | 61-0712577 |
| James River Escrow Inc. | | Delaware | | 45-1140314 |
| Johns Creek Coal Company | | Tennessee | | 62-1059412 |
| Johns Creek Elkhorn Coal Corporation | | Delaware | | 61-0729199 |
| Johns Creek Processing Company | | Delaware | | 52-2274021 |
| Laurel Mountain Resources LLC | | Kentucky | | 90-0531458 |
| Leeco, Inc. | | Kentucky | | 61-0734176 |
| Logan & Kanawha Coal Co., LLC | | West Virginia | | 31-0805716 |
| McCoy Elkhorn Coal Corporation | | Kentucky | | 61-0718373 |
| Rockhouse Creek Development LLC | | West Virginia | | 55-0739583 |
| Shamrock Coal Company, Incorporated | | Delaware | | 62-0421843 |
| Snap Creek Mining, LLC | | West Virginia | | 55-0746858 |
| Triad Mining Inc. | | Indiana | | 71-1189005 |
| Triad Underground Mining, LLC | | Indiana | | 35-2149041 |
____________________
| (1) | The address, including zip code, and telephone number, including area code, of the principal executive offices of each subsidiary co-registrant is: |
901 E. Byrd Street, Suite 1600
Richmond, Virginia 23219
(804) 780-3000
| (2) | The Primary Standard Industrial Classification Code Number for each subsidiary co-registrant is 1221. |
| 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
Washington, D.C.
Federal Deposit Insurance Company
Washington, D.C.
The Board of Governors of the Federal Reserve System
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
| Item 2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
| Items 3.-14. | Items 3 – 14 are not applicable because, to the best of the knowledge of U.S. Bank National Association (the “Trustee”), the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
| Item 15. | Item 15 is not applicable because the Trustee is not a foreign trustee. |
Item 16.` List of Exhibits.
List below all exhibits filed as a part of this statement of eligibility; provided that exhibits identified in parentheses are filed with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and 17 C.F.R. 229.10(d).
| | 1. | A copy of the articles of association of the Trustee as now in effect. (Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005) |
| | 2. | A copy of the certificate of authority of the Trustee to commence business is attached as Exhibit 2. |
| | 3. | A copy of the authorization of the Trustee to exercise corporate trust powers is attached as Exhibit 3. |
| | 4. | A copy of the existing by-laws of the Trustee as now in effect. (Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010). |
| | 5. | A copy of each indenture referred to in Item 4, if the obligor is in default. Not Applicable. |
| | 6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
| | 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 as of the close of business on June 30, 2011, attached as Exhibit 7. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, U.S. 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta, State of Georgia, on the 26th day of August, 2011.
| | | |
| U.S. BANK NATIONAL ASSOCIATION |
| | |
| By: | | /s/ Muriel Shaw |
| | | Muriel Shaw Assistant Vice President |
Exhibit 2
Exhibit 3
Exhibit 6
CONSENT OF TRUSTEE
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION, hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: August 26, 2011
| | | |
| U.S. BANK NATIONAL ASSOCIATION |
| | |
| By: | | /s/ Muriel Shaw |
| | | Muriel Shaw Assistant Vice President |
Exhibit 7
REPORT OF CONDITION
U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2011
($000’s)
| | | 6/30/2011 | |
| Assets | | | |
| Cash and Balances Due From Depository Institutions | | $ | 15,249,371 | |
| Securities | | | 63,952,096 | |
| Federal Funds | | | 15,876 | |
| Loans & Lease Financing Receivables | | | 190,017,874 | |
| Fixed Assets | | | 5,231,718 | |
| Intangible Assets | | | 13,050,819 | |
| Other Assets | | | 22,581,835 | |
| Total Assets | | $ | 310,099,589 | |
| | | | | |
| Liabilities | | | | |
| Deposits | | $ | 218,820,466 | |
| Fed Funds | | | 7,695,079 | |
| Treasury Demand Notes | | | 0 | |
| Trading Liabilities | | | 550,498 | |
| Other Borrowed Money | | | 33,124,842 | |
| Acceptances | | | 0 | |
| Subordinated Notes and Debentures | | | 7,679,246 | |
| Other Liabilities | | | 8,693,748 | |
| Total Liabilities | | $ | 276,563,879 | |
| | | | | |
| Equity | | | | |
| Minority Interest in Subsidiaries | | $ | 1,821,732 | |
| Common and Preferred Stock | | | 18,200 | |
| Surplus | | | 14,136,872 | |
| Undivided Profits | | | 17,558,906 | |
| Total Equity Capital | | $ | 33,535,710 | |
| | | | | |
| Total Liabilities and Equity Capital | | $ | 310,099,589 | |
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