EX-25.1 10 dex251.txt EXHIBIT 25.1 EXHIBIT 25.1 CONFORMED COPY 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 CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) HSBC Bank USA (Exact name of trustee as specified in its charter) New York 13-2774727 (Jurisdiction of incorporation (I.R.S. Employer or organization if not a U.S. Identification No.) national bank) 452 Fifth Avenue, New York, NY 10018-2706 (212) 525-5600 (Zip Code) (Address of principal executive offices) Warren L. Tischler Senior Vice President HSBC Bank USA 452 Fifth Avenue New York, New York 10018-2706 Tel: (212) 525-1311 (Name, address and telephone number of agent for service) Host Marriott, L.P. (Exact name of obligor as specified in its charter) Delaware 52-2095412 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 10400 Fernwood Road Bethesda, Maryland 20817 (Address of principal executive offices) 9.50% Series I Senior Notes due January 15th, 2007 (Title of Indenture Securities) 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. State of New York Banking Department. Federal Deposit Insurance Corporation, Washington, D.C. 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 Item 16. List of Exhibits ----------------
Exhibit ------- T1A(i) (1) Copy of the Organization Certificate of HSBC Bank USA. T1A(ii) (1) Certificate of the State of New York Banking Department dated December 31, 1993 as to the authority of HSBC Bank USA to commence business as amended effective on March 29, 1999. T1A(iii) Not applicable. T1A(iv) (1) Copy of the existing By-Laws of HSBC Bank USA as adopted on January 20, 1994 as amended on October 23, 1997. T1A(v) Not applicable. T1A(vi) (2) Consent of HSBC Bank USA required by Section 321(b) of the Trust Indenture Act of 1939. T1A(vii) Copy of the latest report of condition of the trustee (June 30, 2001), published pursuant to law or the requirement of its supervisory or examining authority. T1A(viii) Not applicable. T1A(ix) Not applicable.
(1) Exhibits previously filed with the Securities and Exchange Commission with registration No. 022-22429 and incorporated herein by reference thereto. (2) Exhibit previously filed with the Securities and Exchange Commission with Registration No. 33-53693 and incorporated herein by reference thereto. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HSBC Bank USA, a banking corporation and trust company organized under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 20th day of December, 2001. HSBC BANK USA By: /s/ Deirdra N. Ross ------------------------------------ Deirdra N. Ross Assistant Vice President Exhibit T1A (vii) Board of Governors of the Federal Reserve System OMB Number: 7100-0036 Federal Deposit Insurance Corporation OMB Number: 3064-0052 Office of the Comptroller of the Currency OMB Number: 1557-0081 Federal Financial Institutions Examination Council Expires March 31, 2002 -------------------------------------------------- ---------------------- Please refer to page i, Table of Contents, for the required disclosure [1] of estimated burden. -------------------------------------------------------------------------------
Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices--FFIEC 031 Report at the close of business June 30, 2001 (199809300) ----------- (RCRI 9999) This report is required by law; 12 U.S.C. (S)324 (State member banks); 12 This report form is to be filed by banks with U.S.C. (S) 1817 (State nonmember banks); and 12 U.S.C. (S)161 (National branches and consolidated subsidiaries in U.S. banks). territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or x International Banking Facilities. NOTE: The Reports of Condition and Income must be signed by an authorized The Reports of Condition and Income are to be officer and the Report of Condition must be attested to by not less than two prepared in accordance with Federal regulatory directors (trustees) for State nonmember banks and three directors for State authority instructions. member and National Banks. We, the undersigned directors (trustees), attest I, Gerald A. Ronning, Executive VP & Controller to the correctness of this Report of Condition --------------------------------------------- (including the supporting schedules) and declare Name and Title of Officer Authorized to Sign Report that it has been examined by us and to the best of our knowledge and belief has been prepared in Of the named bank do hereby declare that these Reports of Condition and Income conformance with the instructions issued by the (including the supporting schedules) have been prepared in conformance with appropriate Federal regulatory authority and is the instructions issued by the appropriate Federal regulatory authority and true and correct. are true to the best of my knowledge and believe. /s/ Gerald A. Ronning /s/ Youssef Nasr ---------------------------------------------- ----------------- Signature of Officer Authorized to Sign Report Director (Trustee) /s/ Bernard J. Kennedy ----------------------- Director (Trustee) 05/14/01 /s/ Sal H. Alfieri --------------------- ------------------ Date of Signature Director (Trustee) ----------------------------------------------------------------------------------------------------------------------------------- Submission of Reports Each Bank must prepare its Reports of Condition and For electronic filing assistance, contact EDS Call Income either: report Services, 2150 N. Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571. (a) in electronic form and then file the computer data file directly To fulfill the signature and attestation require- with the banking agencies' collection agent, Electronic Data ment for the Reports of Condition and Income for System Corporation (EDS), by modem or computer diskette; or this report date, attach this signature page to the hard-copy of the completed report that the bank b) in hard-copy (paper) form and arrange for another party to places in its files. convert the paper report to automated for. That party (if other than EDS) must transmit the bank's computer data file to EDS. FDIC Certificate Number 0 0 5 8 9 ---------------------------------------------------- (RCRI 9030) ---------------------------------------------------- http://WWW.BANKING.US.HSBC.COM HSBC Bank USA -------------------------------------------------------------------------- ------------------------------------------------- Primary Internet Web Address of Bank (Home Page), if any (TEXT 4087) Legal Title of Bank (TEXT 9010) (Example: www.examplebank.com) Buffalo ------------------------------------------------- City (TEXT 9130) N.Y. 14203 ------------------------------------------------- State Abbrev. (TEXT 9200) ZIP Code (TEXT 9220)
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency REPORT OF CONDITION Consolidated domestic subsidiaries HSBC Bank USA of Buffalo ------------------------------------------------ Name of Bank City in the state of New York, at the close of business June 30, 2001 ASSETS Thousands of dollars -------------------- Cash and balances due from depository institutions: None-interest-bearing balances currency and coin $ 1,798,225 Interest-bearing balances 3,626,235 Held-to-maturity securities 4,643,408 Available-for-sale securities 12,858,449 Federal funds sold and securities purchased under a agreements to resell 3,338,625 Loans and lease financing receivables: Loans and leases held for sale $ 2,707,945 Loans and leases net of unearned income $ 39,126,969 LESS: Allowance for loan and lease losses 511,902 Loans and lease, net of unearned income, allowance, and reserve $36,615,067 Trading assets 8,656,314 Premises and fixed assets 790,761 Other real estate owned 18,451 Investments in unconsolidated subsidiaries 238,203 Customers' liability to this bank on acceptances outstanding 102,403 Intangible assets: Goodwill 2,308,594 Intangible assets: Other intangible assets 330,151 Other assets 2,789,792 Total assets 82,822,623 LIABILITIES Deposits: In domestic offices 37,686,457 Non-interest-bearing 5,102,134 Interest-bearing 32,584,323 In foreign offices 21,733,133 Non-interest-bearing 361,092 Interest-bearing 21,372,041 Federal funds purchased and securities sold under agreements to repurchase 1,322,930 Trading Liabilities 3,583,989 Other borrowed money 7,190,568 Bank's liability on acceptances 102,403 Subordinated notes and debentures 1,539,678 Other liabilities 2,714,144 Total liabilities 75,873,302 Minority Interests in consolidated Subsidiaries 172 EQUITY CAPITAL Perpetual preferred stock and related surplus - Common Stock 205,000 Surplus 6,382,026 Retained earnings 323,672 Accumulated other comprehensive income 38,451 Other equity capital components - Total equity capital 6,949,149 Total liabilities, minority interests and equity capital 82,822,623