Exhibit 25.2
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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)
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FIRST UNION NATIONAL BANK
(Name of Trustee)
(Jurisdiction of Incorporation or 00-0000000
Organization if not a U.S. National (I.R.S. Employer Identification
Bank) No.)
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, 00000-0000
North Carolina (Zip Code)
(Address of Principal Executive
Offices)
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X. XXXXXXXXX ENTERPRISES, INC.
(Name of Obligor)
New Jersey 00-0000000
(State of Incorporation) (I.R.S. Employer Identification
No.)
00 Xxxxxxx 00, XX Xxx 000 Xxxxxxx, XX 00000
(Address of Principal Executive (Zip Code)
Offices)
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Debt Securities
(Title of Indenture Securities)
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GENERAL
Item 1. General information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to which it
is subject:
Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C.
(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.
Item 3. Voting Securities of the Trustee.
Furnish the following information as to each class of voting securities of
the trustee:
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Col. A Col. B
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Title of Class Amount Outstanding
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Not applicable
Item 4. Trusteeship under Other Indentures:
If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:
(a) Title of the securities outstanding under each such other indenture.
Not Applicable
(b) A brief statement of the facts relied upon as a basis for the claim that
no conflicting interest within the meaning of Section 310(b)(1) of the Act
arises as a result of the trusteeship under any such other indenture, including
a statement as to how the indenture securities will rank as compared with the
securities issued under such other indenture.
Not Applicable.
Item 5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters.
If the trustee or any of the directors or executive officers of the trustee
is a director, officer, partner, employee, appointee, or representative of the
obligor or of any underwriter for the obligor, identify each such person having
any such connection and state the nature of each such connection.
Not Applicable
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Item 6. Voting Securities of the Trustee Owned by the Obligor or its Officials.
Furnish the following information as to the voting securities of the trustee
owned beneficially by the obligor and each director, partner and executive
officer of the obligor.
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Col. A Col. B Col. C Col. D.
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Percentage of
Voting securities
represented by
Amount owned amount given in Col.
Name of Owner Title of Class beneficially C
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Not Applicable
Item 7. Voting Securities of the Trustee Owned by Underwriters or their
Officials.
Furnish the following information as to the voting securities of the trustee
owned beneficially by each underwriter for the obligor and each director,
partner, and executive officer of each such underwriter.
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Col. A Col. B Col. C Col. D
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Percentage of
Voting securities
represented by
Amount owned amount given in Col.
Name of Owner Title of Class beneficially C
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Not Applicable
Item 8. Securities of the Obligor Owned or Held by the Trustee.
Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for the obligations in default by
the trustee.
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Col. A Col. B Col. C Col. D
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Amount owned
Whether the beneficially
securities or held as collateral Percent of class
are voting obligations in represented by
Not Applicable or non voting default by Trustee amt given in Col C
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Item 9. Securities of the Underwriters Owned or Held by the Trustee.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor,
furnish the following information as to each class of securities of such
underwriter any of which are so owned or held by the trustee.
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Col. A Col. B Col. C Col. D
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Amount owned
beneficially
or held as collateral
Name of security for Percent of class
issuer and Amount obligations represented by
title of class outstanding in default by Trustee amount given Col. C
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Not applicable
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Item 10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the trustee (1) owns 10 percent or more of the voting securities of the obligor
or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the
following information as to the voting securities of such person.
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Col. A Col. B Col. C Col. D
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Amount owned
beneficially Percent of
or held as collateral Voting securities
Name of security for represented by
issuer and Amount obligations amount given in Col.
title of class outstanding in default by Trustee C
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Not Applicable
Item 11. Ownership or Holdings by the Trustee of any Securities of a Person
Owning 50 Percent or More of the Voting Securities of the Obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such person
any of which are so owned or held by the Trustee.
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Col. A Col. B Col. C Col. D
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Amount owned
beneficially
or held as collateral
Name of security for Percent of class
issuer and Amount obligations represented by amount
title of class outstanding in default by Trustee given in Col. C
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Not Applicable
Item 12. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:
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Col. A Col. B Col. C
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Nature of indebtedness Amount outstanding Date due
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Not Applicable
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.
None
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(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
None
Item 14. Affiliations with the Underwriters.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not Applicable
Item 15. Foreign Trustee.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be qualified
under the Act.
Not Applicable
Item 16. Lists of Exhibits.
1* --Copy of Articles of Association of the Trustee as now in effect.
2 --No certificate of authority of the Trustee to commence business is
furnished since this authority is contained in the Articles of
Association of the Trustee.
3* --Copy of the authorization of the Trustee to exercise corporate trust
powers.
4* --Copy of the existing By-Laws of the Trustee, as now in effect.
5 --Not applicable.
6 --The consent of the Trustee required by Section 321 (b) of the Act.
7* --A copy of the latest report of Condition of the Trustee published
pursuant to the law or the requirements of its supervising or examining
authority.
8 --Not Applicable
9 --Not Applicable
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* Exhibits thus designated have heretofore been filed with the Securities and
Exchange Commission, have not been amended since filing and are incorporated
herein by reference (see Exhibit T-1 Registration Number 333-72899).
In answering any item in this statement of eligibility and qualification
which relates to matters peculiarly within the knowledge of the obligor or of
its directors or officers, or an underwriter for the obligor, the undersigned,
First Union National Bank, has relied upon information furnished to it by the
obligor or such underwriter.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
First Union National Bank, a national banking association organized and
existing under the laws of the United States, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Morristown, and State of New Jersey, on the 16th
day of April, 1999.
(CORPORATE SEAL)
First Union National Bank
(Trustee)
By: /s/ Xxxxxxxxx Xxxxx
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Vice President
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Exhibit T-6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act
of 1939, and in connection with the proposed issue of X. Xxxxxxxxx Enterprises,
Inc., we hereby consent that reports of examinations by Federal, State,
Territorial or District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefor.
First Union National Bank
By: /s/ Xxxxxxxxx Xxxxx
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Vice President
Morristown, NJ
April 16, 1999
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