Exhibit 25
SECURITIESANDEXCHANGECOMMISSION
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.
800 Nicollet Mall Minneapolis, Minnesota | 55402 | |
| (Address of principal executive offices) | (Zip Code) |
Raymond S. Haverstock
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3909
(Name, address and telephone number of agent for service)
Dupont Fabros Technology, L.P.
Dupont Fabros Technology, Inc.
(Issuer with respect to the Securities)
Maryland Maryland | 26-0559473 20-8718331 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1212 New York Avenue, NW Suite 900 Washington, DC | 20005 | |
| (Address of Principal Executive Offices) | (Zip Code) |
8.50% Senior Notes due 2017
Guarantees of 8.50% Senior Notes
(Title of the Indenture Securities)
ADDITIONAL GUARANTOR REGISTRANTS (1)(2)
Exact Name of Guarantor | State of Incorporation or Organization | I.R.S. Employer Identification No. | ||
| Grizzly Equity LLC | Delaware | 20-5853814 | ||
| Grizzly Ventures LLC | Delaware | 20-4744993 | ||
| Lemur Properties LLC | Delaware | 54-2098843 | ||
| Porpoise Ventures LLC | Delaware | 20-3005320 | ||
| Quill Equity LLC | Delaware | 26-0414110 | ||
| Rhino Equity LLC | Delaware | 26-0414185 | ||
| Tarantula Interests LLC | Delaware | 20-8495858 | ||
| Tarantula Ventures LLC | Delaware | 20-8495821 | ||
| Whale Holdings LLC | Delaware | 26-1962238 | ||
| Whale Interests LLC | Delaware | Not applicable | ||
| Whale Ventures LLC | Delaware | 20-0410841 | ||
| Yak Management LLC | Delaware | 26-1961985 | ||
| Yak Interests LLC | Delaware | Not applicable | ||
| Xeres Management LLC | Delaware | 26-1562612 | ||
| Xeres Interests LLC | Delaware | 26-1562666 | ||
| Fox Properties LLC | Delaware | 26-1277267 |
| (1) | The address and telephone number for each of the additional guarantor registrants is 1212 New York Avenue, NW, Suite 900, Washington, DC 20005, (202) 728-0044. |
| (2) | The name, address, including zip code, and telephone number, including area code, of agent for service for each of the additional guarantor registrants is Richard A. Montfort, Jr., General Counsel and Secretary of Dupont Fabros Technology, Inc. |
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, 2009 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
| * | Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005. |
| ** | Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-159463 filed on August 21, 2009. |
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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 5th of March, 2010.
| By: | /s/ Raymond S. Haverstock | |
| Raymond S. Haverstock | ||
| Vice President | ||
| By: | /s/ Richard Prokosch | |
| Richard Prokosch | ||
| Vice President |
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: March 5th 2010
| By: | /s/ Raymond S. Haverstock | |
| Raymond S. Haverstock | ||
| Vice President |
| By: | /s/ Richard Prokosch | |
| Richard Prokosch | ||
| Vice President |
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
Exhibit 7
As of 12/31/2009
($000’s)
| 12/31/2009 | |||
Assets | |||
Cash and Balances Due From Depository Institutions | $ | 6,198,904 | |
Securities | 43,054,635 | ||
Federal Funds | 3,431,853 | ||
Loans & Lease Financing Receivables | 189,772,027 | ||
Fixed Assets | 4,797,639 | ||
Intangible Assets | 13,399,731 | ||
Other Assets | 15,721,341 | ||
Total Assets | $ | 276,376,130 | |
Liabilities | |||
Deposits | $ | 194,253,182 | |
Fed Funds | 10,148,686 | ||
Treasury Demand Notes | 0 | ||
Trading Liabilities | 345,396 | ||
Other Borrowed Money | 31,068,244 | ||
Acceptances | 0 | ||
Subordinated Notes and Debentures | 7,629,967 | ||
Other Liabilities | 6,705,043 | ||
Total Liabilities | $ | 250,150,518 | |
Equity | |||
Minority Interest in Subsidiaries | $ | 1,629,447 | |
Common and Preferred Stock | 18,200 | ||
Surplus | 12,642,020 | ||
Undivided Profits | 11,935,945 | ||
Total Equity Capital | $ | 26,225,612 | |
Total Liabilities and Equity Capital | $ | 276,376,130 | |
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 | ||
| By: | /s/ Raymond S. Haverstock | |
| Vice President | ||
| Date: March 5th 2010 | ||