EX-25.1 29 c63279a1exv25w1.htm EX-25.1 exv25w1
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)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
     
A National Banking Association
  94-1347393
(Jurisdiction of incorporation or
  (I.R.S. Employer
organization if not a U.S. national
  Identification No.)
bank)
    
 
    
101 North Phillips Avenue
    
Sioux Falls, South Dakota
  57104
(Address of principal executive offices)
  (Zip code)
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
 
DIAMOND RESORTS CORPORATION
(Exact name of obligor as specified in its charter)
     
Nevada
  95-4582157
(State or other jurisdiction of
  (I.R.S. Employer
incorporation or organization)
  Identification No.)
 
    
10600 W. Charleston Blvd
  89135
Las Vegas, NV
    
(Address of principal executive offices)
  (Zip code)
 

12% Senior Secured Notes due 2018
(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.
 
      Federal Deposit Insurance Corporation
Washington, D.C.
 
      Federal Reserve Bank of San Francisco
San Francisco, California 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. List below all exhibits filed as a part of this Statement of Eligibility.
     
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 and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
 
    
Exhibit 3.
  See Exhibit 2
 
    
Exhibit 4.
  Copy of By-laws of the trustee as now in effect.***
 
    
Exhibit 5.
  Not applicable.
 
    
Exhibit 6.
  The consent of the trustee required by Section 321(b) of the Act.
 
    
Exhibit 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.
 
    
Exhibit 8.
  Not applicable.
 
    
Exhibit 9.
  Not applicable.

 

 

 
*   Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.
 
**   Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.
 
***   Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

 

 

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 Los Angeles and State of California on the 28th day of April, 2011.
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Maddy Hall                    
Maddy Hall
Vice President

 

 

EXHIBIT 6
April 28, 2011
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 therefor.
Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Maddy Hall                                   
Maddy Hall
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 December 31, 2010, 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
   $ 17,518  
Interest-bearing balances
     57,228  
Securities:
        
Held-to-maturity securities
     0  
Available-for-sale securities
     150,439  
Federal funds sold and securities purchased under agreements to resell:
        
Federal funds sold in domestic offices
     1,656  
Securities purchased under agreements to resell
     16,821  
Loans and lease financing receivables:
        
Loans and leases held for sale
     38,095  
Loans and leases, net of unearned income
     691,483  
LESS: Allowance for loan and lease losses
     19,637  
Loans and leases, net of unearned income and allowance
     671,846  
Trading Assets
     30,824  
Premises and fixed assets (including capitalized leases)
     8,129  
Other real estate owned
     5,713  
Investments in unconsolidated subsidiaries and associated companies
     659  
Direct and indirect investments in real estate ventures
     111  
Intangible assets
        
Goodwill
     20,931  
Other intangible assets
     26,452  
Other assets
     55,856  
 
        
 
      
Total assets
   $ 1,102,278  
 
      
 
        
LIABILITIES
        
Deposits:
        
In domestic offices
   $ 747,742  
Noninterest-bearing
     165,559  
Interest-bearing
     582,183  
In foreign offices, Edge and Agreement subsidiaries, and IBFs
     99,235  
Noninterest-bearing
     2,029  
Interest-bearing
     97,206  
Federal funds purchased and securities sold under agreements to repurchase:
        
Federal funds purchased in domestic offices
     2,930  
Securities sold under agreements to repurchase
     16,102  

 

 

         
    Dollar Amounts  
    In Millions  
Trading liabilities
     15,647  
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)
     40,254  
Subordinated notes and debentures
     19,252  
Other liabilities
     37,554  
 
        
 
      
Total liabilities
   $ 978,716  
 
        
EQUITY CAPITAL
        
Perpetual preferred stock and related surplus
     0  
Common stock
     519  
Surplus (exclude all surplus related to preferred stock)
     98,971  
Retained earnings
     17,489  
Accumulated other comprehensive income
     5,280  
Other equity capital components
     0  
 
        
 
      
Total bank equity capital
     122,259  
Noncontrolling (minority) interests in consolidated subsidiaries
     1,303  
 
      
 
        
Total equity capital
     123,562  
 
        
 
      
Total liabilities, and equity capital
   $ 1,102,278  
 
      
I, Howard I. Atkins, EVP & CFO 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.
Howard I. Atkins
  EVP & CFO     
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.
     
John Stumpf
  Directors
Dave Hoyt
    
Michael Loughlin