EXHIBIT 25.1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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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
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(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)
Ashton Woods USA L.L.C.
And
Ashton Woods Finance Co.
(Issuer with respect to the Securities)
Nevada 78-2721881
Delaware 20-3548058
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1080 Holcomb Bridge Road
Building 200, Suite 350 30076
Roswell, GA
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(Address of Principal Executive Offices) (Zip Code)
9.5% SENIOR SUBORDINATED NOTES DUE 2015
(TITLE OF THE INDENTURE SECURITIES)
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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.*
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 September 30, 2005
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 filed by Revlon Consumer Products Corp.,
Registration Number 333-128217, dated 11-22-2005.
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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 4th of January, 2006.
By: /s/ Raymond S. Haverstock
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Raymond S. Haverstock
Vice President
By: /s/ Richard Prokosch
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Richard Prokosch
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: January 4 2006
By: /s/ Raymond S. Haverstock
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Raymond S. Haverstock
Vice President
By: /s/ Richard Prokosch
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Richard Prokosch
Vice President
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EXHIBIT 7
U.S. BANK NATIONAL ASSOCIATION
STATEMENT OF FINANCIAL CONDITION
AS OF 9/30/2005
($000'S)
<Table>
<Caption>
9/30/2005
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ASSETS
Cash and Due From Depository Institutions $ 6,913,461
Securities 41,305,628
Federal Funds 3,300,808
Loans & Lease Financing Receivables 132,797,940
Fixed Assets 1,767,618
Intangible Assets 10,366,321
Other Assets 10,215,546
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TOTAL ASSETS $206,667,322
LIABILITIES
Deposits $130,337,423
Fed Funds 17,257,962
Treasury Demand Notes 0
Trading Liabilities 176,079
Other Borrowed Money 25,506,397
Acceptances 85,177
Subordinated Notes and Debentures 6,661,982
Other Liabilities 5,968,944
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TOTAL LIABILITIES $185,993,964
EQUITY
Minority Interest in Subsidiaries $ 1,029,440
Common and Preferred Stock 18,200
Surplus 11,804,040
Undivided Profits 7,821,678
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TOTAL EQUITY CAPITAL $ 20,673,358
TOTAL LIABILITIES AND EQUITY CAPITAL $206,667,322
</Table>
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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
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Vice President
Date: January 4, 2006
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