<PAGE>
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)
HSBC Bank USA
(Exact name of trustee as specified in its charter)
New York 16-1057879
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
140 Broadway, New York, NY 10005-1180
(212) 658-1000 (Zip Code)
(Address of principal executive offices)
Warren L. Tischler
Senior Vice President
Marine Midland Bank
140 Broadway
New York, New York 10005-1180
Tel: (212) 658-5167
(Name, address and telephone number of agent for service)
Host Marriott, L.P.
(Exact name of obligor as specified in its charter)
Delaware 52-2095412
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10400 Fernwood Road
Bethesda, Maryland 20817-1109
(301) 380-9000 (Zip Code)
(Address of principal executive offices)
91/4% Series G Senior Notes due 2007*
(Title of Indenture Securities)
*Specific title to be determined in connection with sale of Debt Securities
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General
Item 1. General Information.
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Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to which it
is subject.
State of New York Banking Department.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
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If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HSBC Bank USA, a banking corporation and trust company organized 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 13th day of December, 2000.
HSBC BANK USA
By: /s/ James M. Foley
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James M. Foley
Assistant Vice President
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Exhibit T1A (vii)
Board of Governors of the
Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance
Corporation
OMB Number: 3064-0052
Office of the Comptroller
of the Currency
OMB Number: 1557-0081
Federal Financial Institutions Examination Council Expires March 31, 2002
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Please refer to page i,
Table of Contents, for
the required disclosure
of estimated burden.
[1]
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Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices--FFIEC 031
Report at the close of business September 30, 2000
This report is required by law; 12 U.S.C.ss.324 (State member banks); 12
U.S.C.ss.1817 (State nonmember banks); and 12 U.S.C. ss.161 (National banks).
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National Banks.
I, Gerald A. Ronning, Executive VP & Controller
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Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that these Reports of Condition and Income
(including the supporting schedules) have been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and are true
to the best of my knowledge and believe.
/s/ Gerald A. Ronning
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Signature of Officer Authorized to Sign Report
11/10/00
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Date of Signature
This report form is to be filed by banks with branches and consolidated
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign subsidiaries, or
International Banking Facilities.
The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions.
We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) and 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 issued by the appropriate Federal
regulatory authority and is true and correct.
/s/ Youssef A. Nasr
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Director (Trustee)
/s/ Bernard J. Kennedy
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Director (Trustee)
/s/ Sal H. Alfiero
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Director (Trustee)
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Submission of Reports
Each Bank must prepare its Reports of Condition and Income either:
(a) in electronic form and then file the computer data file directly with the
banking agencies' collection agent, Electronic Data System Corporation
(EDS), by modem or computer diskette; or
(b) in hard-copy (paper) form and arrange for another party to convert the paper
report to automated for. That party (if other than EDS) must transmit the bank's
computer data file to EDS.
For electronic filing assistance, contact EDS Call report Services, 2150 N.
Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571.
To fulfill the siganture and attestation requirement for the Reports of
Condition and Income for this report date, attach this signature page to the
hard-copy if the completed report that the bank places in its files.
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FDIC Certificate Number 0 0 5 8 9
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(RCRI 9030)
`http://WWW.BANKING.US.HSBC.COM
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Primary Internet Web Address of Bank (Home Page), if any (TEXT 4087)
(Example: www.examplebank.com)
HSBC Bank USA
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Legal Title of Bank (TEXT 9010)
Buffalo
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City (TEXT 9130)
N.Y. 14203
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State Abbrev. (TEXT 9200) ZIP Code (TEXT 9220)
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency
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REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
HSBC Bank USA of Buffalo
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Name of Bank City
in the state of New York, at the close of business September 30, 2000
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
<TABLE>
<CAPTION>
ASSETS
Thousands of dollars
<S> <C> <C>
Cash and balances due from depository institutions:
Non-interest-bearing balances currency and coin $ 1,986,803
Interest-bearing balances 6,432,408
Held-to-maturity securities 4,227,953
Available-for-sale securities 16,867,689
Federal funds sold and securities purchased under agreements to resell 2,629,177
Loans and lease financing receivables:
Loans and leases net of unearned income $ 38,813,494
LESS: Allowance for loan and lease losses 531,808
LESS: Allocated transfer risk reserve
Loans and lease, net of unearned income, allowance, and reserve $ 38,281,686
Trading assets 4,937,459
Premises and fixed assets (including capitalized leases) 731,615
Other real estate owned 17,793
Investments in unconsolidated subsidiaries and associated companies 2,549,829
Customers' liability to this bank on acceptances outstanding 226,814
Intangible assets 2,969,884
Other assets 2,165,839
Total assets 84,024,949
</TABLE>
LIABILITIES
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<TABLE>
<CAPTION>
Deposits:
<S> <C> <C>
In domestic offices 34,632,582
Non-interest-bearing 5,234,945
Interest-bearing 29,397,637
In foreign offices, Edge and Agreement subsidiaries, and IBFs 21,655,922
Non-interest-bearing 246,990
Interest-bearing 21,408,932
Federal funds purchased and securities sold under agreements to repurchase 1,314,197
Demand notes issued to the U.S. Treasury 4,140,116
Trading Liabilities 2,280,559
Other borrowed money (including mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less 4,396,659
With a remaining maturity of more than one year through three years 603,614
With a remaining maturity of more than three years 568,109
Bank's liability on acceptances executed and outstanding 226,814
Subordinated notes and debentures 1,648,467
Other liabilities 2,908,320
Total liabilities 74,375,359
EQUITY CAPITAL
Perpetual preferred stock and related surplus -
Common Stock 205,000
Surplus 9,129,848
Undivided profits and capital reserves 310,156
Net unrealized holding gains (losses) on available-for-sale securities 20,473
Accumulated net gain (losses) on cash flow hedges -
Cumulative foreign currency translation adjustments (15,887)
Total equity capital 9,649,590
Total liabilities and equity capital 84,024,949
</TABLE>
