EX-25.1 14 dex251.htm FORM T-1 Form T-1

EXHIBIT 25.1

 


 

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) ¨

 


 

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

Not Applicable   94-1347393
(State of incorporation   I.R.S. employer
if not a U.S. national bank)   identification no.)

 

505 Main Street, Suite 301    
Fort Worth, Texas   76102
(Address of principal executive offices)   (Zip code)

 

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-172

Sixth and Marquette, 17th Floor

Minneapolis, MN 55479

(agent for services)

 


 

North American Energy Partners, Inc.

(Exact name of obligor as specified in its charter)

 

a Canadian federal corporation   ______________________
(State or other jurisdiction of   (I.R.S. employer
incorporation or organization)   identification no.)

 


 

9% Senior Secured Notes due 2010

(Title of the indenture securities)

 



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,

Treasury Department

Washington, D.C. 20230

 

Federal Deposit Insurance Corporation

Washington, D.C. 20429

 

Federal Reserve Bank of San Francisco

San Francisco, CA 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 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.

 

Item 16. List of Exhibits.

 

Wells Fargo Bank incorporates by reference into this Form T-1 exhibits attached hereto.

 

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 for Wells Fargo Bank, National Association, dated November 28, 2001.*

 

Exhibit  3. A copy of the authorization of the trustee to exercise corporate trust powers. A copy of the Comptroller of the Currency Certificate of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank, National Association, dated November 28, 2001.*

 

Exhibit  4. Copy of By-laws of the trustee as now in effect.*

 

Exhibit  5. Not applicable.

 

Exhibit  6. The consents of United States institutional trustees required by Section 321(b) of the Act.


Exhibit  7. Attached is 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 exhibit number 25 filed with registration statement number 333-87398.

 

 


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 Fort Worth and State of Texas on the day of 3rd of June, 2005.

 

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:  

/s/ Melissa Scott

   

Melissa Scott, Vice President


Exhibit 6

 

June 3, 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 thereof.

 

Very truly yours,

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:  

/s/ Melissa Scott

   

Melissa Scott, 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 March 31, 2005, filed in accordance with 12 U.S.C. §161 for National Banks.

 

          Dollar Amounts
In Millions


ASSETS

           

Cash and balances due from depository institutions:

           

Noninterest-bearing balances and currency and coin

        $ 13,089

Interest-bearing balances

          2,119

Securities:

           

Held-to-maturity securities

          0

Available-for-sale securities

          25,486

Federal funds sold and securities purchased under agreements to resell:

           

Federal funds sold in domestic offices

          3,066

Securities purchased under agreements to resell

          915

Loans and lease financing receivables:

           

Loans and leases held for sale

          38,833

Loans and leases, net of unearned income

   243,507       

LESS: Allowance for loan and lease losses

   2,367       

Loans and leases, net of unearned income and allowance

          241,140

Trading Assets

          6,010

Premises and fixed assets (including capitalized leases)

          3,453

Other real estate owned

          130

Investments in unconsolidated subsidiaries and associated companies

          321

Customers’ liability to this bank on acceptances outstanding

          93

Intangible assets

           

Goodwill

          8,612

Other intangible assets

          9,619

Other assets

          14,541
         

Total assets

        $ 367,427
         

LIABILITIES

           

Deposits:

           

In domestic offices

        $ 260,205

Noninterest-bearing

   78,724       

Interest-bearing

   181,481       

In foreign offices, Edge and Agreement subsidiaries, and IBFs

          19,915

Noninterest-bearing

   6       

Interest-bearing

   19,909       

Federal funds purchased and securities sold under agreements to repurchase:

           

Federal funds purchased in domestic offices

          11,391

Securities sold under agreements to repurchase

          3,347


     Dollar Amounts
In Millions


Trading liabilities

     4,996

Other borrowed money

      

(includes mortgage indebtedness and obligations under capitalized leases)

     14,191

Bank’s liability on acceptances executed and outstanding

     93

Subordinated notes and debentures

     7,606

Other liabilities

     12,350
    

Total liabilities

   $ 334,094

Minority interest in consolidated subsidiaries

     52

EQUITY CAPITAL

      

Perpetual preferred stock and related surplus

     0

Common stock

     520

Surplus (exclude all surplus related to preferred stock)

     24,521

Retained earnings

     7,788

Accumulated other comprehensive income

     452

Other equity capital components

     0
    

Total equity capital

     33,281
    

Total liabilities, minority interest, and equity capital

   $ 367,427
    

 

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.

 

Howard Atkins

    

Carrie Tolstedt

   Directors

Pat Callahan