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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. TRUST COMPANY OF TEXAS, N.A.
(Exact name of trustee as specified in its charter)
00-0000000
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
0000 Xxxx Xxxxxx, Xxxxx 0000 00000-0000
Xxxxxx, Xxxxx (Zip Code)
(Address of trustee's
principal executive offices)
Compliance Officer
U.S. Trust Company of Texas, N.A.
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
(000) 000-0000
(Name, address and telephone number of agent for service)
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La Quinta Inns, Inc.
(Exact name of obligor as specified in its charter)
Texas 00-0000000
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
000 Xxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxx 00000
(Address of principal executive offices) (Zip Code)
_______________
Debt Securities
(Title of the indenture securities)
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GENERAL
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.
Federal Reserve Bank of Dallas (11th District), Dallas, Texas
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Dallas, Texas
The Office of the Comptroller of the Currency, Dallas, Texas
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.
If the obligor or any underwriter for the obligor is an affiliate of
the Trustee, describe each such affiliation.
None.
3. VOTING SECURITIES OF THE TRUSTEE.
Furnish the following information as to each class of voting
securities of the Trustee:
As of August 13, 1997
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Col A. Col B.
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Title of Class Amount Outstanding
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Capital Stock - par value $100 per share 5,000 shares
4. TRUSTEESHIPS UNDER OTHER INDENTURES.
La Quinta Inns, Inc 7.40% Senior Notes due 2005
La Quinta Inns, Inc. Debt Securities
5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR
OR UNDERWRITERS.
Not Applicable
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6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
Not Applicable
7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
Not Applicable
8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Not Applicable
9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
Not Applicable
10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
Not Applicable
11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
Not Applicable
12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
Not Applicable
13. DEFAULTS BY THE OBLIGOR.
Not Applicable
14. AFFILIATIONS WITH THE UNDERWRITERS.
Not Applicable
15. FOREIGN TRUSTEE.
Not Applicable
16. LIST OF EXHIBITS.
T-1.1 - A copy of the Articles of Association of U.S. Trust Company
of Texas, N.A.; incorporated herein by reference to Exhibit
T-1.1 filed with Form T-1 Statement, Registration No.
22-21897.
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16. (con't.)
T-1.2 - A copy of the certificate of authority of the Trustee to
commence business.
T-1.3 - A copy of the authorization of the Trustee to exercise
corporate trust powers.
T-1.4 - A copy of the By-laws of the U.S. Trust Company of Texas,
N.A., as amended to date; incorporated herein by reference
to Exhibit T-1.4 filed with Form T-1 Statement,
Registration No. 22-21897.
T-1.5 - The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939.
T-1.6 - A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its
supervising or examining authority.
NOTE
As of August 13, 1997 the Trustee had 5,000 shares of Capital Stock
outstanding, all of which are owned by U.S. T.L.P.O. Corp. As of April 18,
1997 U.S. T.L.P.O. Corp. had 35 shares of Capital Stock outstanding, all of
which are owned by U.S. Trust Corporation. U.S. Trust Corporation had
outstanding 19,296,927 shares of $1 par value Common Stock as of August 13,
1997.
The term "Trustee" in Items 2, 5, 6, 7, 8, 9, 10 and 11 refers to each of U.S.
Trust Company of Texas, N.A., U.S. T.L.P.O. Corp. and U.S. Trust Corporation.
Inasmuch as this Form T-1 is filed prior to the ascertainment by the Trustee of
all the facts on which to base responsive answers to Items 2, 5, 6, 7, 9, 10
and 11, the answers to said Items are based upon incomplete information. Items
2, 5, 6, 7, 9, 10 and 11 may, however, be considered correct unless amended by
an amendment to this Form T-1.
In answering any items in this Statement of Eligibility and Qualification which
relates to matters peculiarly within the knowledge of the obligors or their
directors or officers, or an underwriter for the obligors, the Trustee has
relied upon information furnished to it by the obligors and will rely on
information to be furnished by the obligors or such underwriter, and the
Trustee disclaims responsibility for the accuracy or completeness of such
information.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
U.S Trust Company of Texas, N.A., a national banking association organized
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 Dallas, and State of Texas on the
13th day of August, 1997.
U.S. Trust Company of Texas, N.A.,
Trustee
By: /s/ XXXX XXXXXX
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Xxxx Xxxxxx
Vice President
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EXHIBIT T-1.2
COMPTROLLER OF THE CURRENCY
TREASURY DEPARTMENT OF THE UNITED STATES
WASHINGTON, D.C.
Whereas, satisfactory evidence has been presented to the Comptroller of
the Currency that U.S. Trust Company of Texas, National Association located in
Rowlett State of Texas has complied with all previsions of the statutes of the
United States required to be complied with before being authorized to commence
the business of banking as a National Banking Association.
Now, therefore. Thereby certify that the above-named association is
authorized to commence the business of banking as a National Banking
Association.
In testimony whereof, witness my signature and
seal of office this 7th day of December 1990
Xxxxx X. Xxxxx
Comptroller of the Currency
Charter No. 18782
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EXHIBIT T-1.3
TRUST PERMIT
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COMPTROLLER OF THE CURRENCY
ADMINISTRATOR OF NATIONAL BANKS
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Southwestern District
0000 Xxxxxxx Xxxxx
000 X. Xxxxx
Xxxxxx, Xxxxx 00000-0000
WHEREAS, - U.S. Trust Company of Texas, National Association, located in
Dallas, Texas, being a national banking association, organized under the
statutes of the United States, has made application for authority to act as
fiduciary;
AND WHEREAS, applicable provisions of the statutes of the United States
authorize the grant of such authority;
NOW THEREFORE, I certify that the said association is authorized to act in all
fiduciary capacities permitted by such statutes.
IN TESTIMONY WHEREOF, witness my
signature and seal of the Office
this Sixth day of August, 1991.
[SEAL] /s/ XXXXXX X. XXXXXX
Xxxxxx X. Xxxxxx
Director for Analysis
CHARTER NUMBER 18782
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Exhibit T-1.5
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 as amended in connection with the proposed issue of La Quinta Inns, Inc.
Debt Securities, we hereby consent that reports of examination by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
U.S. Trust Company of Texas, N.A.
By: /s/ XXXX XXXXXX
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Xxxx Xxxxxx
Vice President
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EXHIBIT T 1.6
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
Federal Financial Institutions Examination Council OMB Number: 1557-0081
Expires March 31, 2000
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Please Refer to Page i, (1)
Table of Contents, for
(LOGO) the required disclosure
of estimated burden
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CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH
DOMESTIC OFFICES ONLY AND TOTAL ASSETS OF LESS THAN $100
MILLION - - FFIEC 034
(970331)
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REPORT AT THE CLOSE OF BUSINESS June 30,1997 (RCRI 9999)
This report is required by law: 12 U.S.C. Section 324 (State This report form is to be filed by banks with domestic
member banks); 12 U.S. c. Section 1817 (State nonmember banks); offices only. Banks with branches and consolidated
and 12 U.S. C. Section 161 (National banks). subsidiaries in U.S. territories and possessions, Edge or
Agreement subsidiaries, foreign branches, consolidated
foreign subsidiaries, or International Banking Facilities
must file FFIEC 031.
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NOTE: The Reports of Condition and Income must be signed by an The Reports of Condition and Income are to be prepared in
authorized officer and the Report of Condition must be attested accordance with Federal regulatory authority instructions.
to by not less than two directors (trustees) for State nonmember NOTE: these instructions may in some cases differ from
banks and three directors for State member and National Banks. generally accepted accounting principles.
I, Xxxxxx X. Childs, SVP & Cashier We, the undersigned directors (trustees), attest to the
Name and Title of Officer Authorized to Sign Report correctness of this Report of Condition (including the
supporting schedules) and declare that it has been examined
of the named bank do hereby declare that these Reports of by us and to the best of our knowledge and belief has been
Condition and Income (including the supporting schedules) have prepared in conformance with the instructions issued by the
been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and
appropriate Federal regulatory authority and are true to the best correct.
of my knowledge and belief.
/s/ Xxxxxxx Xxxxxxx
/s/ Xxxxxx X. Childs ---------------------
------------------------- Director (Trustee)
Signature of Officer Authorized to Sign Report
/s/ Xxxxxx X. Xxxxx
July 16,1997 ---------------------
-------------- Director (Trustee)
Date of Signature
/s/ X.X. Xxxxx
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Director (Trustee)
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FOR BANKS SUBMITTING HARD COPY REPORT FORMS:
STATE MEMBER BANKS: Return the original and one copy to the NATIONAL BANKS: Return the original only in the special
appropriate Federal Reserve District Bank. return address envelope provided. If express mail is used in
lieu of the special return address envelope, return the
STATE NONMEMBER BANKS: Return the original only in the special original only to the FDIC, c/o Quality Data Systems, 2127
return address envelope provided. If express mail is used in Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000.
lieu of the special return address envelope, return the
original only to the FDIC, c/o Quality Data Systems, 0000
Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000.
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FDIC Certificate Number ____________ 06-30-97
(RCRI 9050) Banks should affix the address label in this space.
U. S. Trust Company of Texas, National Association
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Legal Title of Bank (TEXT 9010)
0000 Xxxx Xxxxxx, Xxxxx 0000
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City (TEXT 9130)
Xxxxxx, XX 00000
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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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U.S. TRUST COMPANY OF TEXAS, N.A. Call Date: 06/30/97 State #: 6797 FFIEC 034
0000 XXXX XXXXXX, XXXXX 0000 Xxxxxx XX: D Cert #: 33217 Page RC-2
XXXXXX, XX 00000 Transit #: 11101765
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CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30,1997
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.
SCHEDULE RC - BALANCE SHEET C100
Dollar Amounts in Thousands
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ASSETS
1. Cash and balances due from depository institutions: RCON
a. Noninterest-bearing balances and currency and coin (1,2) ______ _______ 0081 996 1.a
b. Interest bearing balances (3) ______ _______ 0071 679 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) ______ _______ 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) ______ _______ 1773 96,249 2.b
3. Federal funds sold (4) and securities purchased under
agreements to resell: 1350 7,000 3
4. Loans and lease financing receivables: RCON
a. Loans and leases, net of unearned income (from Schedule RC-C) 2122 43,923 4.a
b. LESS: Allowance for loan and lease losses 3123 531 4.b
c. LESS: Allocated transfer risk reserve 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and reserve RCON
(item 4.a minus 4.b and 4.c) ______ _______ 2125 43,392 4.d
5. Trading assets ______ _______ 3545 0 5.
6. Premises and fixed assets (including capitalized leases) ______ _______ 2145 725 6.
7. Other real estate owned (from Schedule RC-M) ______ _______ 2150 0 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) ______ _______ 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding ______ _______ 2155 0 9.
10. Intangible assets (from Schedule RC-M) ______ _______ 2143 0 10.
11. Other assets (from Schedule RC-F) ______ _______ 2160 1,539 11.
12. a. Total assets (sum of items 1 through 11) ______ _______ 2170 150,580 12.a
b. Losses deferred pursuant to U.S.C. 1823(j) ______ _______ 0306 0 12.b
c. Total assets and losses deferred pursuant to 12 U.S.C. 1823(j)
(sum of items 12.a and 12.b) ______ _______ 0307 150,580 12.c
(1) Includes cash items in process of collection and unposed debits.
(2) The amount reported in this item must be greater than or equal to the sum
of Schedule RC-M, items 3.a and 3.b.
(3) Includes time certificates of deposit not held for trading.
(4) Report 'term federal funds sold' in Schedule RC, item 4.a, 'Loans and
leases, net of unearned income,' and in Schedule RC-C, part 1.
(5) Report securities purchased under agreements to resell that involve the
receipt of immediately available funds and mature in one business day or
roll over under a continuing contract in Schedule RC, item 3.a, 'Federal
funds sold.'
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U.S. TRUST COMPANY OF TEXAS, N.A. Call Date: 06/30/97 State #: 6797 FFIEC 034
0000 XXXX XXXXXX, XXXXX 0000 Xxxxxx XX: D Cert #: 33217 Page RC-2
XXXXXX, XX 00000 Transit #: 11101765
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SCHEDULE RC - CONTINUED
Dollar Amounts in Thousands
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of RCON
columns A and C from Schedule RC-E) RCON 2200 116,826 13.a
(1) Noninterest-bearing (1) 6631 7,804 13.a.1
(2) Interest-bearing 6636 109,022
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(1) Noninterest-bearing
(2) Interest-bearing
14. Federal funds purchased(2) and securities sold under agreements to RCON
repurchase: 2800 0 14
15. a. Demand notes issued to the U.S. Treasury ______ _______ 2840 0 15.a
b. Trading liabilities ______ _______ 3548 0 15.b
16. Other borrowed money:
A. WITH A REMAINING MATURITY OF ONE YEAR OR LESS ______ _______ 2332 5,000 16.a
B. WITH A REMAINING MATURITY OF MORE THAN ONE YEAR THROUGH THREE YEARS ______ _______ A547 3,000 16.b
C. WITH A REMAINING MATURITY OF MORE THAN THREE YEARS ______ _______ A548 3,000 16.c
17. Not applicable
18. Bank's liability on acceptances executed and outstanding ______ _______ 2920 0 18.
19. Subordinated notes and debentures ______ _______ 3200 0 19.
20. Other liabilities (from Schedule RC-G) ______ _______ 2930 1,393 20.
21. Total liabilities (sum of items 13 through 20) ______ _______ 2948 129,219 21.
22. Not applicable
EQUITY CAPITAL
RCON
23. Perpetual preferred stock and related surplus ______ ______ 3838 7,000 23.
24. Common stock ______ ______ 3230 500 24.
25. Surplus (exclude all surplus related to preferred stock) ______ ______ 3839 8,384 25.
26. a. Undivided profits and capital reserves ______ ______ 3632 5,404 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities ______ ______ 8434 73 26.b
27. Cumulative foreign currency translation adjustments
28. a. Total equity capital (sum of items 23 through 27) ______ ______ 3210 21,361 28.a
b. Losses deferred pursuant to 12 U.S.C. 1823(j) ______ ______ 0306 0 28.b
c. Total equity capital and losses deferred pursuant to 12 U.S.C.
1823(j) (sum of items 28.a and 28.b) ______ ______ 3559 21,361 28.c
29. Total liabilities, limited-life preferred stock, equity capital, and
losses deferred pursuant to 12 U.S.C. 1823(j) (sum of items 21, 22,
and 28.c) ______ ______ 2257 150,580 29.
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the statement below that best describes the most RCON
comprehensive level of auditing work performed for the bank by independent external 6724 N/A M.1
auditors as of any date during 1995
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated holding
company (but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting
firm (may be required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Report "term federal funds purchased" in Schedule RC, item 16, 'Other
borrowed money.'
(3) Report securities sold under agreements to repurchase that involve the
receipt of immediately available funds and mature in one business day or
roll over under a continuing contract in Schedule RC, item 14.a, 'Federal
funds purchased.'
