EX-25.1 6 ex25-1.htm 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)

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

180 East Fifth Street
St. Paul, Minnesota
(Address of principal executive offices)		 55101
(Zip Code)

Marie A. Hattinger
U.S. Bank National Association
One Federal Street
Boston, MA 02110
(617) 603-6560

(Name, address and telephone number of agent for service)

HRPT PROPERTIES TRUST
(Issuer with respect to the Securities)

Maryland
(State or other jurisdiction of incorporation or organization) 		04-6558834
(I.R.S. Employer Identification No.)
   
400 Center Street, Newton, MA
(Address of Principal Executive Offices) 		02458
(Zip Code)

FORM T-1

        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
   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

Items  3-15   Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

        Item  16.    LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.  

A copy of the Articles of Association of the Trustee.*


2.  

A copy of the certificate of authority of the Trustee to commence business.*


3.  

A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*


4.  

A copy of the existing bylaws of the Trustee.*


5.  

A copy of each Indenture referred to in Item 4. Not applicable.


6.  

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.


7.  

Report of Condition of the Trustee as of December 31, 2003, published pursuant to law or the requirements of its supervising or examining authority, Attached as Exhibit 7.


8.  

A copy of any order 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.


        * Incorporated by reference to Registration Number 333-67188 dated November 16, 2001.

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NOTE

        The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.

SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. 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 Boston, Commonwealth of Massachusetts on the 2nd day of April 2004.

  U.S. BANK NATIONAL ASSOCIATION

By: /s/ Marie A. Hattinger    
       Marie A. Hattinger
       Vice President
By:  /s/  Susan Freedman   
       Susan Freedman
       Vice President 		 

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Exhibit 6

CONSENT

        In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: April 2, 2004

  U.S. BANK NATIONAL ASSOCIATION

By: /s/ Marie A. Hattinger    
       Marie A. Hattinger
       Vice President
By:  /s/  Susan Freedman   
       Susan Freedman
       Vice President 		 

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Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2003

($000‘s)

12/31/2003
Assets  
     Cash and Due From Depository Institutions $    8,631,361 
     Federal Reserve Stock 0 
     Securities 42,963,396 
     Federal Funds 2,585,353 
     Loans & Lease Financing Receivables 114,727,656 
     Fixed Assets 1,840,487 
     Intangible Assets 9,545,158 
     Other Assets 8,865,639 
         Total Assets $189,159,050 
 
Liabilities
     Deposits $128,249,183 
     Fed Funds 8,683,536 
     Treasury Demand Notes 0 
     Trading Liabilities 213,447 
     Other Borrowed Money 21,664,023 
     Acceptances 123,996 
     Subordinated Notes and Debentures 5,953,524 
     Other Liabilities 5,173,011 
     Total Liabilities $170,060,720 
 
Equity
     Minority Interest in Subsidiaries $    1,002,595 
     Common and Preferred Stock 18,200 
     Surplus 11,677,397 
     Undivided Profits 6,400,138 
         Total Equity Capital $  19,098,330 
 
Total Liabilities and Equity Capital $189,159,050 

______________________________________________________
To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

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