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 | (I.R.S. employer | |
| if not a U.S. national bank) | 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 | Delaware | 52-2126158 | ||
HMH Marina LLC | Delaware | 52-2095412 | ||
HMC SBM Two LLC | Delaware | 52-2095412 | ||
HMC PLP LLC | Delaware | 52-2095412 | ||
HMC Retirement Properties, L.P. | Delaware | 52-2126159 | ||
HMH Pentagon LLC | Delaware | 52-2095412 | ||
Airport Hotels LLC | Delaware | 52-2095412 | ||
Chesapeake Financial Services LLC | Delaware | 52-2095412 | ||
HMC Capital Resources LLC | Delaware | 52-2095412 | ||
YBG Associates LLC | Delaware | 52-2059377 |
PRM LLC | Delaware | 52-2095412 | ||
Host Park Ridge LLC | Delaware | 52-2095412 | ||
Host of Boston, Ltd. | Massachusetts | 59-0164700 | ||
Host of Houston, Ltd. | Texas | 52-1874034 | ||
Host of Houston 1979 | Texas | 95-3552476 | ||
Philadelphia Airport Hotel LLC | Delaware | 52-2095412 | ||
HMC Hartford LLC | Delaware | 52-2095412 | ||
HMH Norfolk LLC | Delaware | 52-2095412 | ||
HMH Norfolk, L.P | Delaware | 52-2039042 | ||
HMC Park Ridge LLC | Delaware | 52-2095412 | ||
HMC Partnership Holdings LLC | Delaware | 52-2095412 | ||
HMC Suites LLC | Delaware | 52-2095412 | ||
HMC Suites Limited Partnership | Delaware | 52-1632307 | ||
Wellsford-Park Ridge HMC Hotel Limited Partnership | Delaware | 52-6323494 | ||
City Center Interstate Partnership LLC | Delaware | 52-2095412 | ||
Farrell’s Ice Cream Parlor Restaurants LLC | Delaware | 52-2095412 | ||
HMC Burlingame LLC | Delaware | 52-2095412 | ||
HMC California Leasing LLC | Delaware | 52-2095412 | ||
HMC Capital LLC | Delaware | 52-2095412 | ||
HMC Grand LLC | Delaware | 52-2285954 | ||
HMC Hotel Development LLC | Delaware | 52-2095412 | ||
HMC Mexpark LLC | Delaware | 52-2095412 | ||
HMC Polanco LLC | Delaware | 52-2095412 | ||
HMC NGL LLC | Delaware | 52-2095412 | ||
HMC OLS I L.P | Delaware | 52-2095412 |
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HMC Seattle LLC | Delaware | 52-2095412 | ||
HMC Swiss Holdings LLC | Delaware | 52-2095412 | ||
HMC Waterford LLC | Delaware | 52-2095412 | ||
HMH Restaurants LLC | Delaware | 52-2095412 | ||
HMH Rivers LLC | Delaware | 52-2095412 | ||
HMH WTC LLC | Delaware | 52-2095412 | ||
HMP Capital Ventures LLC | Delaware | 52-2095412 | ||
HMP Financial Services LLC | Delaware | 52-2095412 | ||
Host La Jolla LLC | Delaware | 52-2095412 | ||
City Center Hotel Limited Partnership | Minnesota | 41-1449758 | ||
MFR of Illinois LLC | Delaware | 52-2095412 | ||
MFR of Vermont LLC | Delaware | 52-2095412 | ||
MFR of Wisconsin LLC | Delaware | 52-2095412 | ||
PM Financial LLC | Delaware | 52-2095412 | ||
PM Financial LP | Delaware | 52-2131022 | ||
HMC Chicago LLC | Delaware | 52-2095412 | ||
HMC HPP LLC | Delaware | 52-2095412 | ||
HMC Desert LLC | Delaware | 52-2095412 | ||
HMC Hanover LLC | Delaware | 52-2095412 | ||
HMC Diversified LLC | Delaware | 52-2095412 | ||
HMC Properties I LLC | Delaware | 52-2095412 | ||
HMC Potomac LLC | Delaware | 52-2095412 | ||
HMC East Side II LLC | Delaware | 52-2095412 | ||
HMC Manhattan Beach LLC | Delaware | 52-2095412 | ||
Chesapeake Hotel Limited Partnership | Delaware | 52-1373476 | ||
HMH General Partner Holdings LLC | Delaware | 52-2095412 |
HMC IHP Holdings LLC | Delaware | 52-2095412 | ||
HMC OP BN LLC | Delaware | 52-2095412 | ||
S.D. Hotels LLC | Delaware | 52-2095412 | ||
HMC Gateway LLC | Delaware | 52-2095412 | ||
HMC Pacific Gateway LLC | Delaware | 52-2095412 | ||
MDSM Finance LLC | Delaware | 52-2065959 | ||
HMC Market Street LLC | Delaware | 52-2095412 | ||
New Market Street LP | Delaware | 52-2131023 | ||
Times Square LLC | Delaware | 52-2095412 | ||
Times Square GP LLC | Delaware | 52-2095412 | ||
HMC Atlanta LLC | Delaware | 52-2095412 | ||
Ivy Street LLC | Delaware | 52-2095412 | ||
HMC Properties II LLC | Delaware | 52-2138453 | ||
Santa Clara HMC LLC | Delaware | 52-2095412 | ||
HMC BCR Holdings LLC | Delaware | 52-2095412 | ||
HMC Palm Desert LLC | Delaware | 52-2095412 | ||
HMC Georgia LLC | Delaware | 52-2095412 | ||
HMC SFO LLC | Delaware | 52-2095412 | ||
Market Street Host LLC | Delaware | 52-2091669 | ||
HMC Property Leasing LLC | Delaware | 52-2095412 | ||
HMC Host Restaurants LLC | Delaware | 52-2095412 | ||
Durbin LLC | Delaware | 52-2095412 | ||
HMC HT LLC | Delaware | 52-2095412 | ||
HMC JWDC LLC | Delaware | 52-2095412 | ||
HMC OLS I LLC | Delaware | 52-2095412 |
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HMC OLS II L.P. | Delaware | 52-2095412 | ||
HMT Lessee Parent LLC | Delaware | 52-2095412 | ||
HMC/Interstate Ontario, L.P. | Delaware | 52-2055809 | ||
HMC/Interstate Manhattan Beach, L.P. | Delaware | 52-2033807 | ||
Host/Interstate Partnership, L.P. | Delaware | 52-1948895 | ||
HMC/Interstate Waterford, L.P. | Delaware | 52-2015556 | ||
Ameliatel | Florida | 58-1861162 | ||
HMC Amelia I LLC | Delaware | 52-2095412 | ||
HMC Amelia II LLC | Delaware | 52-2095412 | ||
Rockledge Hotel LLC | Delaware | 52-2095412 | ||
Fernwood Hotel LLC | Delaware | 52-2095412 | ||
HMC Copley LLC | Delaware | 52-2095412 | ||
HMC Headhouse Funding LLC | Delaware | 52-2095412 | ||
Ivy Street Hopewell LLC | Delaware | 52-2095412 | ||
HMC Diversified American Hotels, L.P. | Delaware | 52-1646207 | ||
Potomac Hotel Limited Partnership | Delaware | 52-1240223 |
| 6903 Rockledge Drive, Suite 1500 | ||
| Bethesda, Maryland | 20817 | |
| (Address of principal executive offices) | (Zip code) |
7- 1/8 Series K Senior Notes Due 2013
(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. |
Name | Address | |
Superintendent of Banks of the State of | 2 Rector Street, New York, | |
New York | N.Y. 10006, and Albany, N.Y. 12203 | |
Federal Reserve Bank of New York | 33 Liberty Plaza, 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 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) |
| 4. | A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) |
| 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. 33-44051.) |
| 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 2nd day of December, 2003.
THE BANK OF NEW YORK | ||
By: | /S/ MARY LAGUMINA | |
| Name: MARY LAGUMINA | ||
| Title: VICE PRESIDENT | ||
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 September 30, 2003, 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 | $ | 3,688.426 | |
Interest-bearing balances | 4,380,259 | ||
Securities: | |||
Held-to-maturity securities | 270,396 | ||
Available-for-sale securities | 21,509.356 | ||
Federal funds sold in domestic offices | 1,269,945 | ||
Securities purchased under agreements to resell | 5,320,737 | ||
Loans and lease financing receivables: | |||
Loans and leases held for sale | 629,178 | ||
Loans and leases, net of unearned income | 38,241,326 | ||
LESS: Allowance for loan and lease losses | 813,502 | ||
Loans and leases, net of unearned income and allowance | 37,427,824 | ||
Trading Assets | 6,323,529 | ||
Premises and fixed assets (including capitalized leases) | 938,488 | ||
Other real estate owned | 431 | ||
Investments in unconsolidated subsidiaries and associated companies | 256,230 | ||
Customers’ liability to this bank on acceptances outstanding | 191,307 | ||
Intangible assets | |||
Goodwill | 2,562,478 | ||
Other intangible assets | 798,536 | ||
Other assets | 6,636,012 | ||
Total assets | $ | 92,203,132 | |
LIABILITIES | |||
Deposits: | |||
In domestic offices | $ | 35,637,801 | |
Noninterest-bearing | 15,795,823 | ||
Interest-bearing | 19,841,978 | ||
In foreign offices, Edge and Agreement subsidiaries, and IBFs | 23,759,599 | ||
Noninterest-bearing | 599,397 | ||
Interest-bearing | 23,160,202 | ||
Federal funds purchased in domestic offices | 464,907 | ||
Securities sold under agreements to repurchase | 693,638 | ||
Trading liabilities | 2,634,445 | ||
Other borrowed money: | |||
(includes mortgage indebtedness and obligations under capitalized leases) | 11,168,402 | ||
Bank’s liability on acceptances executed and outstanding | 193,690 | ||
Subordinated notes and debentures | 2,390,000 | ||
Other liabilities | 6,573,955 | ||
Total liabilities | $ | 83,516,437 | |
Minority interest in consolidated subsidiaries | 519,418 | ||
EQUITY CAPITAL | |||
Perpetual preferred stock and related surplus | 0 | ||
Common stock | 1,135,284 | ||
Surplus | 2,057,234 | ||
Retained earnings | 4,892,597 | ||
Accumulated other comprehensive income | 82,162 | ||
Other equity capital components | 0 | ||
Total equity capital | 8,167,277 | ||
Total liabilities minority interest and equity capital | $ | 92,203,132 | |
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.
| 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.
Thomas A. Renyi | ] | |||
Gerald L. Hassell | Directors | |||
Alan R. Griffith |