Exhibit 25.1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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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 94-1347393
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)
101 North Phillips Avenue
Sioux Falls, South Dakota 57104
(Address of principal executive offices) (Zip code)
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
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ALPHA NATURAL RESOURCES, LLC1
ALPH NATURAL RESOURCES CAPITAL CORP.
(Exact name of obligor as specified in its charter)
Delaware 56-2298262
Delaware 41-2136215
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
406 West Main Street
Abingdon, VA 24210
(Address of principal executive offices) (Zip code)
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10% Senior Notes Due 2012
(Title of the indenture securities)
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1 See Table 1 - List of additional obligors
Table 1
Exact Name of State or Other Address, Including Zip Code
Registrantas Specified Jurisdiction of I.R.S. Employer and Telephone Number,
in its Charter Incorporation or Identification Including Area Code of,
Organization Number Registrants Principal Executive
Offices
Alpha Coal Sales Co., LLC Delaware 16-1641207 One Energy Place, Ste 1000
Latrobe, PA 15650
(724) 537-5731
406 West Main Street
Alpha Land and Reserves, Delaware 57-1136960 Abingdon, VA 24210
LLC (276) 619-4410
406 West Main Street
Alpha Natural Resources Delaware 27-0075099 Abingdon, VA 24210
Services, LLC (276) 619-4410
406 West Main Street
Alpha NR Holding, Inc. Delaware 02-0590704 Abingdon, VA 24210
(276) 619-4410
406 West Main Street
Alpha NR Ventures, Inc. Delaware 59-3796841 Abingdon, VA 24210
(276) 619-4410
406 West Main Street
Alpha Terminal Company, LLC Delaware 55-0802473 Abingdon, VA 24210
(276) 619-4410
406 West Main Street
AMFIRE, LLC Delaware 51-0430939 Abingdon, VA 24210
(276) 619-4410
406 West Main Street
AMFIRE Holdings, Inc. Delaware 11-3673814 Abingdon, VA 24210
(276) 619-4410
One Energy Place, Suite 2800
AMFIRE Mining Company, LLC Delaware 11-3673833 Latrobe, PA 15650
(724) 537-5731
406 West Main Street
AMFIRE WV, L.P. Delaware 56-2312151 Abingdon, VA 24210
(276) 619-4410
406 West Main Street
ANR Holdings, LLC Delaware 11-3673839 Abingdon, VA 24210
(276) 619-4410
406 West Main Street
Black Dog Coal Corp. Virginia 54-1686572 Abingdon, VA 24210
(276) 619-4410
25 Little Birch Rd.
Brooks Run Mining Company, Delaware 52-2070922 Sutton, WV 26601
LLC (304) 765-4006
Rt. 2, Box 73
Dickenson-Russell Coal Delaware 54-2079085 Cleveland, VA 24225
Company, LLC (276) 889-6100
1014 Laurel Avenue
Enterprise Mining Company, Delaware 38-3671602 Coeburn, VA 24230
LLC (276) 395-3316
Rt. 2, Box 73
Esperanza Coal Co., LLC Delaware 06-1652549 Cleveland, VA 24225
(276) 889-6100
43 County Line Road 6700
GTTC LLC New Mexico 91-1765387 Waterflow, NM 87421
(505) 598-9694
Route 10
Herndon Processing West Virginia 51-0442749 Herndon, WV 24726
Company, LLC (304) 294-4565
Route 97
Kepler Processing Company, West Virginia 51-0442560 Pineville, WV 24844
LLC (304) 732-6452
Rt. 1 Box 294C
Kingwood Mining Company, Delaware 57-1148058 Newburg, WV 26410
LLC (304) 568-2466
Rural Route 1/5
Litwar Processing Company, West Virginia 51-0442687 Litwar, WV 24844
LLC (304) 938-2922
12003 Virginia Boulevard
Maxxim Rebuild Co., LLC Delaware 01-0749355 Ashland, KY 41102
(606) 928-7911
406 West Main Street
Maxxim Shared Services, LLC Delaware 55-0814342 Abingdon, VA 24210
(276) 619-4410
406 West Main Street
Maxxum Carbon Resources, Delaware 55-0802477 Abingdon, VA 24210
LLC (276) 619-4410
P.O. Box 1226
McDowell-Wyoming Coal Delaware 54-2079104 Welch, WV 24801
Company LLC (304) 436-8451
4424 County Road 120
NatCoal LLC Colorado 84-1309669 Hesperus, CO 81326-9545
(970) 385-4528
1014 Laurel Avenue
Paramont Coal Company Delaware 56-2298367 Coeburn, VA 24230
Virginia, LLC (276) 395-3316
Route 10
Riverside Energy Company, West Virginia 51-0442691 Pineville, WV 24874
LLC (304) 732-6422
Solomons Mining Company West Virginia 55-0680485 P.O. Box 989
Phelps, KY 41533
(606) 432-7168
Item 1.General Information. Furnish the following information as to the trustee:
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(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
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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.
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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 and Fiduciary Powers for Wells Fargo
Bank, National Association, dated February 4, 2004.**
Exhibit 3. See Exhibit 2
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 T-3 dated March 3, 2004
of Trans-Lux Corporation file number 022-28721.
** Incorporated by reference to the exhibit of the same number to the
trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004
of Trans-Lux Corporation file number 022-28721.
*** Incorporated by reference to the exhibit of the same number to the
trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004
of Trans-Lux Corporation file number 022-28721.
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 Middletown and State
of Connecticut on the 11th day of April 2005.
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Joseph P. O'Donnell
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Joseph P. O'Donnell
Assistant Vice President
EXHIBIT 6
April 11, 2005
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 therefor.
Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Joseph P. O'Donnell
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Joseph P. O'Donnell
Assistant 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, 2004, filed in accordance
with 12 U.S.C.ss.161 for National Banks.
Dollar Amounts
In Millions
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ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 12,653
Interest-bearing balances 3,281
Securities:
Held-to-maturity securities 0
Available-for-sale securities 28,571
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices 2,544
Securities purchased under agreements to resell 1,114
Loans and lease financing receivables:
Loans and leases held for sale 33,027
Loans and leases, net of unearned income 246,371
LESS: Allowance for loan and lease losses 2,428
Loans and leases, net of unearned income and allowance 243,943
Trading Assets 7,177
Premises and fixed assets (including capitalized leases) 3,386
Other real estate owned 134
Investments in unconsolidated subsidiaries and associated companies 343
Customers' liability to this bank on acceptances outstanding 137
Intangible assets
Goodwill 8,614
Other intangible assets 8,582
Other assets 12,750
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Total assets $366,256
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LIABILITIES
Deposits:
In domestic offices $264,717
Noninterest-bearing 78,210
Interest-bearing 186,507
In foreign offices, Edge and Agreement subsidiaries, and IBFs 16,987
Noninterest-bearing 4
Interest-bearing 16,983
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 10,533
Securities sold under agreements to repurchase 3,258
Dollar Amounts
In Millions
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Trading liabilities 4,727
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) 14,870
Bank's liability on acceptances executed and outstanding 137
Subordinated notes and debentures 5,119
Other liabilities 11,158
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Total liabilities $331,506
Minority interest in consolidated subsidiaries 55
EQUITY CAPITAL
Perpetual preferred stock and related
surplus
0
Common stock 520
Surplus (exclude all surplus related to preferred stock) 24,521
Retained earnings 8,976
Accumulated other comprehensive income 678
Other equity capital components 0
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Total equity capital 34,695
Total liabilities, minority interest, and equity capital --------
$366,256
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I, Karen B. Martin, Vice President 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.
Karen B. Martin
Vice President
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.
John Stumpf
Carrie Tolstedt Directors
Pat Callahan