EX-25.1 7 dex251.htm EXHIBIT 25.1 EXHIBIT 25.1

Exhibit 25.1

 

 

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) ¨

 

 

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

 

New York   13-5160382
(State of incorporation
if not a U.S. national bank)		   (I.R.S. employer
identification no.)
One Wall Street, New York, N.Y.   10286
(Address of principal executive offices)   (Zip code)

 

 

HOST MARRIOTT, L.P.

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

HMH Rivers, L.P.

(Exact name of obligor as specified in its charter)

 

Delaware   52-2126158
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMH Marina LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC SBM Two LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC PLP LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Retirement Properties, L.P.

(Exact name of obligor as specified in its charter)

 

Delaware   52-2126159
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 2 -

HMH Pentagon LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Airport Hotels LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Chesapeake Financial Services LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Capital Resources LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

YBG Associates LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2059377
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 3 -

PRM LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Host Park Ridge LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Host of Boston, Ltd.

(Exact name of obligor as specified in its charter)

 

Massachusetts   59-0164700
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Host of Houston, Ltd.

(Exact name of obligor as specified in its charter)

 

Texas   52-1874034
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Host of Houston 1979

(Exact name of obligor as specified in its charter)

 

Texas   95-3552476
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 4 -

Philadelphia Airport Hotel LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Hartford LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMH Norfolk LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMH Norfolk, L.P.

(Exact name of obligor as specified in its charter)

 

Delaware   52-2039042
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Park Ridge LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 5 -

HMC Suites LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Suites Limited Partnership

(Exact name of obligor as specified in its charter)

 

Delaware   52-1632307
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Wellsford-Park Ridge HMC Hotel Limited Partnership

(Exact name of obligor as specified in its charter)

 

Delaware   52-6323494
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Farrell’s Ice Cream Parlor Restaurants LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Burlingame LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 6 -

HMC Capital LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Grand LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2285954
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Hotel Development LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Mexpark LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Polanco LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 7 -

HMC NGL LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC OLS I L.P.

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Seattle LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Swiss Holdings LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMH Restaurants LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 8 -

HMH Rivers LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMH WTC LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Host La Jolla LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

City Center Hotel Limited Partnership

(Exact name of obligor as specified in its charter)

 

Minnesota   41-1449758
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

PM Financial LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 9 -

PM Financial LP

(Exact name of obligor as specified in its charter)

 

Delaware   52-2131022
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Chicago LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC HPP LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Desert LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Hanover LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 10 -

HMC Diversified LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		  

(I.R.S. employer

identification no.)

 

HMC Properties I LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Potomac LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC East Side II LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Manhattan Beach LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 11 -

Chesapeake Hotel Limited Partnership

(Exact name of obligor as specified in its charter)

 

Delaware   52-1373476
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMH General Partner Holdings LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC IHP Holdings LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC OP BN LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

S.D. Hotels LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 12 -

HMC Gateway LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Pacific Gateway LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Market Street LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

New Market Street LP

(Exact name of obligor as specified in its charter)

 

Delaware   52-2131023
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Times Square LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 13 -

Times Square GP LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Atlanta LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Ivy Street LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Properties II LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2138453
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Santa Clara HMC LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 14 -

HMC BCR Holdings LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Palm Desert LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Georgia LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC SFO LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Market Street Host LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2091669
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 15 -

HMC Property Leasing LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Host Restaurants LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Durbin LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC HT LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC JWDC LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 16 -

HMC OLS I LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC OLS II L.P.

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMT Lessee Parent LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC/Interstate Manhattan Beach, L.P.

(Exact name of obligor as specified in its charter)

 

Delaware   52-2033807
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Ameliatel

(Exact name of obligor as specified in its charter)

 

Florida   58-1861162
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 17 -

HMC Amelia I LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Amelia II LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Rockledge Hotel LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Fernwood Hotel LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Copley LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 18 -

HMC Headhouse Funding LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Ivy Street Hopewell LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Diversified American Hotels, L.P.

(Exact name of obligor as specified in its charter)

 

Delaware   52-1646207
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Potomac Hotel Limited Partnership

(Exact name of obligor as specified in its charter)

 

Delaware   52-1240223
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC AP GP LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2171352
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 19 -

HMC AP LP

(Exact name of obligor as specified in its charter)

 

Delaware   52-2171371
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC AP Canada Company

(Exact name of obligor as specified in its charter)

 

Nova Scotia   89-8505540
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Toronto Airport GP LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2187400
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Toronto Airport LP

(Exact name of obligor as specified in its charter)

 

Delaware   52-2187401
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Toronto EC GP LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2187402
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 20 -

HMC Toronto EC LP

(Exact name of obligor as specified in its charter)

 

Delaware   52-2187404
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Charlotte GP LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2171369
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Charlotte LP

(Exact name of obligor as specified in its charter)

 

Delaware   52-2171370
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Charlotte (Calgary) Company

(Exact name of obligor as specified in its charter)

 

Nova Scotia   86-9552752
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Calgary Charlotte Holdings Company

(Exact name of obligor as specified in its charter)

 

Nova Scotia   89-9552752
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 21 -

HMC Grace (Calgary) Company

(Exact name of obligor as specified in its charter)

 

Nova Scotia   87-1258026
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Maui LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

Calgary Charlotte Partnership

(Exact name of obligor as specified in its charter)

 

Alberta   86-9552752
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Chicago LakeFront LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC East Side LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2171365
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

- 22 -

HMC Kea Lani LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

East Side Hotel Associates, L.P.

(Exact name of obligor as specified in its charter)

 

Delaware   52-1892518
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

 

HMC Lenox LLC

(Exact name of obligor as specified in its charter)

 

Delaware   52-2095412
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

6903 Rockledge Drive, Suite 1500

Bethesda, Maryland

   20817
(Address of principal executive offices)   (Zip code)

 

 

6 3/8% Series O Senior Notes due 2015

(Title of the indenture securities)

 

 

- 23 -

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.

 

Name

   

Address

Superintendent of Banks of the State of New York   

One State Street, New York, N.Y.

10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York    33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation    Washington, D.C. 20429
New York Clearing House Association    New York, New York 10005

 

  (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.

 

16. List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

  1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

 

  4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

 

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  6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)

 

  7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

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SIGNATURE

 

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing 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 18th day of May, 2005.

 

THE BANK OF NEW YORK

By:  

/S/ ROBERT A. MASSIMILLO

   

Name:

  

ROBERT A. MASSIMILLO

   

Title:

  

VICE PRESIDENT

 

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EXHIBIT 7

 

Consolidated Report of Condition of

 

THE BANK OF NEW YORK

 

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

 

a member of the Federal Reserve System, at the close of business December 31, 2004, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 

     Dollar Amounts
In Thousands

ASSETS

       

Cash and balances due from depository institutions:

       

Noninterest-bearing balances and currency and coin

    $ 3,866,500

Interest-bearing balances

      8,455,170

Securities:

       

Held-to-maturity securities

      1,885,665

Available-for-sale securities

      20,781,508

Federal funds sold and securities purchased under agreements to resell

       

Federal funds sold in domestic offices

      3,730,007

Securities purchased under agreements to resell

      847,805

Loans and lease financing receivables:

       

Loans and leases held for sale

      0

Loans and leases, net of unearned income

      36,195,743

LESS: Allowance for loan and lease losses

      587,611

Loans and leases, net of unearned income and allowance

      35,608,132

Trading Assets

      4,174,521

Premises and fixed assets (including capitalized leases)

      949,424

Other real estate owned

      754

Investments in unconsolidated subsidiaries and associated companies

      268,366

Customers’ liability to this bank on acceptances outstanding

      52,800

Intangible assets

       

Goodwill

      2,746,404

Other intangible assets

      758,137

Other assets

      8,013,234
    

Total assets

    $ 92,138,427
    

LIABILITIES

       

Deposits:

       

In domestic offices

    $ 41,480,131

Noninterest-bearing

      16,898,525

Interest-bearing

      24,581,606

In foreign offices, Edge and Agreement subsidiaries, and IBFs

      24,028,722

Noninterest-bearing

      576,431

Interest-bearing

      23,452,291

Federal funds purchased and securities sold under agreements to repurchase

       

Federal funds purchased in domestic offices

      1,040,432

Securities sold under agreements to repurchase

      491,007

Trading liabilities

      2,724,930

Other borrowed money:

       

(includes mortgage indebtedness and obligations under capitalized leases)

      4,780,573

Not applicable

       

Bank’s liability on acceptances executed and outstanding

      54,517

Subordinated notes and debentures

      2,390,000

Other liabilities

      6,901,014
    

Total liabilities

    $ 83,891,326
    

Minority interest in consolidated subsidiaries

      140,499

EQUITY CAPITAL

       

Perpetual preferred stock and related surplus

      0

Common stock

      1,135,284

Surplus (exclude all surplus related to preferred stock)

      2,087,221

Retained earnings

      4,892,420

Accumulated other comprehensive income

      -8,323

Other equity capital components

      0

Total equity capital

      8,106,602
    

Total liabilities, minority interest, and equity capital

    $ 92,138,427
    

 

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

 

/s/ Thomas J. Mastro

Thomas J. Mastro,

Senior Vice President and Comptroller

 

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.

 

 
/s/ Thomas A. Renyi
Thomas A. Renyi

 

 
/s/ Gerald L. Hassell
Gerald L. Hassell

 

 
/s/ Alan R. Griffith
Alan R. Griffith