EX-25.2 8 g17671exv25w2.htm EX-25.2 STATEMENT OF ELIGIBILITY OF TRUSTEE EX-25.2 STATEMENT OF ELIGIBILITY OF TRUSTEE
Exhibit 25.2
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
 
o Check if an application to determine eligibility of a trustee
pursuant to section 305(b)(2)
 
Branch Banking and Trust Company
(Exact name of trustee as specified in its charter)
     
North Carolina   56-0149200
(Jurisdiction of incorporation or organization   (I.R.S. Employer Identification Number)
if not a U.S. national bank)    
223 West Nash Street
Wilson, North Carolina 27893
(Address of principal executive offices) (Zip Code)
 
Frances B. Jones, Esq.
c/o BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101
(336) 733-2000
(Name, address and telephone number of agent for service)
 
Martin Marietta Materials, Inc.
(Exact name of obligor as specified in its charter)
     
North Carolina   56-1848578
(State or other jurisdiction of   (I.R.S. Employer Identification Number)
incorporation or organization)    
2710 Wycliff Road
Raleigh, North Carolina 27607-3033
(Address of principal executive offices) (Zip Code)
 
Subordinated Debt Securities
(Title of the indenture securities)

 

 

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.
     
NORTH CAROLINA COMMISSIONER OF BANKS
  RALEIGH, NORTH CAROLINA 27603
 
    
FEDERAL RESERVE BANK
  RICHMOND, VIRGINIA 23219
 
    
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.
 
3-12.   NO RESPONSES ARE INCLUDED FOR ITEMS 3 THROUGH 12. RESPONSES TO THOSE ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND AS SET FORTH IN ITEMS 13(a) AND 13(b) BELOW, TO THE BEST OF THE TRUSTEE’S KNOWLEDGE, THE OBLIGOR IS NOT IN DEFAULT ON ANY SECURITIES ISSUED UNDER INDENTURES UNDER WHICH BRANCH BANKING AND TRUST COMPANY IS A TRUSTEE.
 
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.
      TO THE BEST OF THE TRUSTEE’S KNOWLEDGE, THERE IS NOT AND HAS NOT BEEN ANY DEFAULT UNDER THIS INDENTURE.
  (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 a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default.

 

 

      TO THE BEST OF THE TRUSTEE’S KNOWLEDGE, THERE HAS NOT BEEN ANY SUCH DEFAULT.
14-15.   NO RESPONSES ARE INCLUDED FOR ITEMS 14 AND 15. RESPONSES TO THOSE ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND AS SET FORTH IN ITEMS 13(a) AND 13(b) ABOVE, TO THE BEST OF THE TRUSTEE’S KNOWLEDGE, THE OBLIGOR IS NOT IN DEFAULT ON ANY SECURITIES ISSUED UNDER INDENTURES UNDER WHICH BRANCH BANKING AND TRUST COMPANY IS A TRUSTEE.
 
16.   List of exhibits.
 
    List below all exhibits filed as a part of this statement of eligibility; exhibits identified by an asterisk or asterisks are filed with the Securities and Exchange Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended.
  1.*   A copy of the restated articles of incorporation of Branch Banking and Trust Company.
 
  2.*   A copy of the certificate of authority of the trustee to commence business.
 
  3.**   A copy of the authorization of the trustee to exercise corporate trust powers.
 
  4.*   A 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 Trust Indenture Act of 1939.
 
  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.
 
  8.   Not applicable.
 
  9.   Not applicable.
*   Incorporated by reference to the exhibit of the same number to the trustee’s Statement of Eligibility on Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3ASR (Commission File No. 333-142343) filed on April 25, 2007.
 
**   Incorporated by reference to the exhibit of the same number to the trustee’s Statement of Eligibility on Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3ASR (Commission File No. 333-149371) filed on February 25, 2008.

 

 

Signature
     Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Branch Banking and Trust Company, a state banking corporation organized and existing under the laws of the State of North Carolina, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilson and the State of North Carolina, on the 17th day of February, 2009.
         
 
  Branch Banking and Trust Company
 
        
 
  By:   /s/ Gregory Yanok 
 
       
 
      Gregory Yanok
Vice President

 

 

Exhibit 1 to Form T-1
ARTICLES OF ASSOCIATION
OF
BRANCH BANKING AND TRUST COMPANY
Incorporated by reference to the exhibit of the same number to the trustee’s
Statement of Eligibility on Form T-1 filed as Exhibit 25.1 to the
Registration Statement on Form S-3ASR
(Commission File No. 333-142343) filed on April 25, 2007.

 

 

Exhibit 2 to Form T-1
CERTIFICATE OF AUTHORITY OF
BRANCH BANKING AND TRUST COMPANY
TO COMMENCE BUSINESS
Incorporated by reference to the exhibit of the same number to the trustee’s
Statement of Eligibility on Form T-1 filed as Exhibit 25.1 to the
Registration Statement on Form S-3ASR
(Commission File No. 333-142343) filed on April 25, 2007.

 

 

Exhibit 3 to Form T-1
AUTHORIZATION OF
BRANCH BANKING AND TRUST COMPANY
TO EXERCISE CORPORATE TRUST POWERS
Incorporated by reference to the exhibit of the same number to the trustee’s Statement of
Eligibility on Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3ASR
(Commission File No. 333-149371) filed on February 25, 2008.

 

 

Exhibit 4 to Form T-1
BYLAWS OF
BRANCH BANKING AND TRUST COMPANY
Incorporated by reference to the exhibit of the same number to the trustee’s
Statement of Eligibility on Form T-1 filed as Exhibit 25.1 to the
Registration Statement on Form S-3ASR
(Commission File No. 333-142343) filed on April 25, 2007.

 

 

Exhibit 5 to Form T-1
(Intentionally Omitted. Not Applicable.)

 

 

Exhibit 6 to Form T-1
CONSENT OF TRUSTEE
     Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, in connection with the proposed issuance of the Subordinated Debt Securities of Martin Marietta Materials, Inc., Branch Banking and Trust Company hereby consents 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.
         
 
  Branch Banking and Trust Company
 
        
February 17, 2009
  By:   /s/ Gregory Yanok 
 
       
 
      Gregory Yanok
Vice President

 

 

Exhibit 7 to Form T-1
REPORT OF CONDITION
BRANCH BANKING AND TRUST COMPANY
     At the close of business December 31, 2008, published in accordance with Federal regulatory authority instructions.
         
 
   Dollar Amounts
ASSETS
   in Thousands
Cash and balances due from depository institutions:
        
Noninterest-bearing balances and currency and coin
     1,675,910  
Interest-bearing balances
     540,503  
Securities:
        
Held-to-maturity securities
     0  
Available-for-sale securities
     32,018,286  
Federal funds sold and securities purchased under agreements to resell:
        
Federal funds sold in domestic offices
     10,676  
Securities purchased under agreements to resell
     0  
Loans and lease financing receivables:
        
Loans and leases held for sale
     1,412,772  
Loans and leases, net of unearned income
     94,751,712  
LESS: Allowance for loan and lease losses
     1,352,369  
Loans and leases, net of unearned income and allowance
     93,399,343  
Trading assets
     1,025,932  
Premises and fixed assets (including capitalized leases)
     1,547,129  
Other real estate owned
     558,263  
Investments in unconsolidated subsidiaries and associated companies
     1,425  
Not applicable
        
Intangible assets:
        
Goodwill
     5,263,195  
Other intangible assets
     972,527  
Other assets:
     9,057,685  
 
      
 
        
Total assets
     147,483,646  
 
      

 

 

         
 
   Dollar Amounts
LIABILITIES
   in Thousands
Deposits:
        
In domestic offices
     89,122,999  
Noninterest-bearing
     13,704,847  
Interest-bearing
     75,418,152  
In foreign offices, Edge and Agreement subsidiaries, and IBFs:
     9,384,877  
Noninterest-bearing
     254,421  
Interest-bearing
     9,130,456  
Federal funds purchased and securities sold under agreements to repurchase:
        
Federal funds purchased in domestic offices
     83,771  
Securities sold under agreements to repurchase
     2,648,500  
Trading liabilities
     758,415  
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)
     19,312,965  
Not applicable
        
Not applicable
        
Subordinated notes and debentures
     1,661,571  
Other liabilities
     8,005,900  
 
      
 
        
Total liabilities
     130,978,998  
 
      
 
        
Minority interest in consolidated subsidiaries
     2,938,586  
 
        
EQUITY CAPITAL
        
Perpetual preferred stock and related surplus
     0  
Common stock
     24,437  
Surplus (excludes all surplus related to preferred stock)
     10,591,486  
Not available
        
Retained earnings
     3,685,159  
Accumulated other comprehensive income
     (735,020 )
Other equity capital components
     0  
Total equity capital
     13,566,062  
 
      
 
        
Total liabilities, minority interest, and equity capital
     147,483,646  
 
      

 

 

Exhibit 8 to Form T-1
(Intentionally Omitted. Not Applicable.)

 

 

Exhibit 9 to Form T-1
(Intentionally Omitted. Not Applicable.)