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 HOTELS & RESORTS, 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.) |
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.) |
- 2 -
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.) |
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.) |
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.) |
- 3 -
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.) |
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.) |
- 4 -
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.) |
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.) |
- 5 -
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.) |
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.) |
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.) |
- 6 -
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.) |
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.) |
- 7 -
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.) |
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.) |
- 8 -
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.) |
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.) |
- 9 -
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.) |
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.) |
- 10 -
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.) |
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.) |
- 11 -
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.) |
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.) |
- 12 -
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.) |
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.) |
- 13 -
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.) |
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.) |
- 14 -
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.) |
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.) |
- 15 -
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.) |
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.) |
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.) |
- 16 -
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.) |
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.) |
- 17 -
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.) |
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.) |
- 18 -
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.) |
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.) |
- 19 -
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.) |
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.) |
- 20 -
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.) |
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.) |
- 21 -
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.) |
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 O’Hare Suites Ground 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 McDowell Mountains 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.) |
- 22 -
HMC Toronto Air Company
(Exact name of obligor as specified in its charter)
| Nova Scotia | 89-4596683 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
HMC Toronto EC Company
(Exact name of obligor as specified in its charter)
| Nova Scotia | 12-1597207 | |
(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.) |
Host Realty Partnership, 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.) |
Host Houston Briar Oaks, LP
(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.) |
- 23 -
Cincinnati Plaza 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 Cincinnati 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.) |
Host Cincinnati 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.) |
Host Financing 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 Fourth Avenue 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.) |
- 24 -
Host Indianapolis 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.) |
Host Los Angeles 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 Mission Hills, L.L.C.
(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 Mission Hills 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.) |
Host Mission Hills 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.) |
- 25 -
Host Needham 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 Needham 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.) |
Host Needham 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.) |
Host Realty 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 Realty Company 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.) |
- 26 -
Host Realty 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.) |
Host Tucson 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 Waltham 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 Waltham 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.) |
Host Waltham 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.) |
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HST LT 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.) |
HST 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.) |
Mission Hills TPP 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.) |
Needham TPP 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.) |
South Coast Host 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.) |
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Starlex LLC
(Exact name of obligor as specified in its charter)
| New York | 52-2095412 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
Tampa TPP 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.) |
Tucson TPP 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 3/4% Series Q Senior Notes Due 2016
(Title of the indenture securities)
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| 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 15th day of June, 2006.
THE BANK OF NEW YORK | ||||
By: | /S/ Ilona A. Kandarova | |||
Name: | Ilona A. Kandarova | |||
Title: | Assistant Treasurer | |||
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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 March 31, 2006, 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 | $ | 3,230,000 | |
Interest-bearing balances | 6,440,000 | ||
Securities: | |||
Held-to-maturity securities | 2,165,000 | ||
Available-for-sale securities | 22,631,000 | ||
Federal funds sold and securities purchased under agreements to resell | |||
Federal funds sold in domestic offices | 2,955,000 | ||
Securities purchased under agreements to resell | 315,000 | ||
Loans and lease financing receivables: | |||
Loans and leases held for sale | 0 | ||
Loans and leases, net of unearned income | 32,983,000 | ||
LESS: Allowance for loan and lease losses | 415,000 | ||
Loans and leases, net of unearned income and allowance | 32,568,000 | ||
Trading assets | 6,861,000 | ||
Premises and fixed assets (including capitalized leases) | 828,000 | ||
Other real estate owned | 0 | ||
Investments in unconsolidated subsidiaries and associated companies | 298,000 | ||
Not applicable | |||
Intangible assets: | |||
Goodwill | 2,148,000 | ||
Other intangible assets | 760,000 | ||
Other assets | 6,551,000 | ||
Total assets | $ | 87,750,000 | |
LIABILITIES | |||
Deposits: | |||
In domestic offices | $ | 35,956,000 | |
Noninterest-bearing | 16,637,000 | ||
Interest-bearing | 19,319,000 | ||
In foreign offices, Edge and Agreement subsidiaries, and IBFs | 30,215,000 | ||
Noninterest-bearing | 578,000 | ||
Interest-bearing | 29,637,000 | ||
Federal funds purchased and securities sold under agreements to repurchase | |||
Federal funds purchased in domestic offices | 825,000 | ||
Securities sold under agreements to repurchase | 123,000 | ||
Trading liabilities | 2,509,000 | ||
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) | 1,890,000 | ||
Not applicable | |||
Not applicable | |||
Subordinated notes and debentures | 1,955,000 | ||
Other liabilities | 5,573,000 | ||
Total liabilities | $ | 79,046,000 | |
Minority interest in consolidated subsidiaries | 151,000 | ||
EQUITY CAPITAL | |||
Perpetual preferred stock and related surplus | 0 | ||
Common stock | 1,135,000 | ||
Surplus (exclude all surplus related to preferred stock) | 2,107,000 | ||
Retained earnings | 5,487,000 | ||
Accumulated other comprehensive income | -176,000 | ||
Other equity capital components | 0 | ||
Total equity capital | 8,553,000 | ||
Total liabilities, minority interest, and equity capital | $ | 87,750,000 | |
I, Thomas J. Mastro, Executive 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,
Executive 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 |