_____________________________________________________________________________
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.
800 Nicollet Mall Minneapolis, Minnesota | 55402 |
| (Address of principal executive offices) | (Zip Code) |
Joshua A. Hahn
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 466-6309
(Name, address and telephone number of agent for service)
Vector Group Ltd.
(Issuer with respect to the Securities)
| Delaware | 65-0949535 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
100 S.E. Second Street Miami, FL | 33131 |
| (Address of Principal Executive Offices) | (Zip Code) |
7.75% Senior Secured Notes due 2021
(Title of the Indenture Securities)
1
Exact Name of Registrant State of I.R.S. Employer
Guarantor as Specified in its Incorporation Identification
Charter Address and Phone Number or Organization Number
100 Maple LLC c/o Liggett Vector Brands LLC Delaware 65-0960238
3800 Paramount Parkway, Suite 250
PO Box 2010
Morrisville, NC 27560
(919) 990-3500
Accommodations Acquisition Corp. c/o Vector Group Ltd. Delaware 27-2795835
100 S.E. Second Street
32nd Floor
Miami, Florida 33131
(305) 579-8000
Eve Holdings Inc. 1105 N. Market Street Delaware 56-1703877
Suite 617
Wilmington, DE 19801
(305) 579-8000
Liggett & Myers Holdings, Inc. 100 S.E. Second Street Delaware 51-0413146
32nd Floor
Miami, FL 33131
(305) 579-8000
Liggett Group LLC c/o Liggett Vector Brands LLC Delaware 56-1702115
3800 Paramount Parkway, Suite 250
PO Box 2010
Morrisville, NC 27560
(919) 990-3500
Liggett Vector Brands LLC 3800 Paramount Parkway, Delaware 74-3040463
Suite 250
P.O. Box 2010
Morrisville, NC 27560
(305) 579-8000
V.T. Aviation LLC 3800 Paramount Parkway, Delaware 51-0405537
Suite 250
P.O. Box 2010
Morrisville, NC 27560
(305) 579-8000
Vector Research LLC c/o Liggett Vector Brands LLC Delaware 65-1058692
3800 Paramount Parkway, Suite 250
PO Box 2010
Morrisville, NC 27560
(919) 990-3500
2
Exact Name of Registrant State of I.R.S. Employer
Guarantor as Specified in its Incorporation Identification
Charter Address and Phone Number or Organization Number
Vector Tobacco Inc. c/o Liggett Vector Brands LLC Virginia 54-1814147
3800 Paramount Parkway, Suite 250
PO Box 2010
Morrisville, NC 27560
(919) 990-3500
VGR Aviation LLC 3800 Paramount Parkway, Delaware 65-0949535
Suite 250
P.O. Box 2010
Morrisville, NC 27560
(305) 579-8000
VGR Holding LLC 100 S.E. Second Street Delaware 65-0949536
32nd Floor
Miami, Florida 33131
(305) 579-8000
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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, attached as Exhibit 2.
3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.
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, 2012 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 333-166527 filed on May 5, 2010.
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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 28th of March, 2013.
| By: | /s/ Joshua A. Hahn | |||
| Joshua A. Hahn | ||||
| Assistant Vice President | ||||
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Exhibit 2
6
Exhibit 3 
7
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 28, 2013
| By: | /s/ Joshua A. Hahn | |||
| Joshua A. Hahn | ||||
| Assistant Vice President | ||||
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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2012
($000’s)
12/31/2012
Assets
Cash and Balances Due From $ 8,252,302
Depository Institutions
Securities 74,022,528
Federal Funds 74,234
Loans & Lease Financing Receivables 219,884,343
Fixed Assets 5,024,268
Intangible Assets 12,542,566
Other Assets 25,288,375
Total Assets $345,088,616
Liabilities
Deposits $253,686,214
Fed Funds 4,291,213
Treasury Demand Notes 0
Trading Liabilities 404,237
Other Borrowed Money 30,911,125
Acceptances 0
Subordinated Notes and Debentures 4,736,320
Other Liabilities 11,473,186
Total Liabilities $305,502,295
Equity
Common and Preferred Stock 18,200
Surplus 14,133,290
Undivided Profits 23,981,892
Minority Interest in Subsidiaries $1,452,939
Total Equity Capital $39,586,321
Total Liabilities and Equity Capital $345,088,616
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