Exhibit 25.1

 

CONFORMED COPY

 

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)

 

HSBC Bank USA, National Association

(Exact name of trustee as specified in its charter)

 

 

Meritage Homes Corporation

(Exact name of obligor as specified in its charter)

 

 

 

 

General

 

Item 1. General Information.

 

Furnish the following information as to the trustee:

 

(a)  Name and address of each examining or supervisory authority to which it is subject.

 

Comptroller of the Currency, New York, NY.

 

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.

 

If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None

 

Items 3-15.                                   Not Applicable

 

 

Item 16. List of Exhibits

 

Exhibit
T1A(i)	(1)	Copy of the Articles of Association of HSBC Bank USA, National Association.
T1A(ii)	(1)	Certificate of the Comptroller of the Currency dated July 1, 2004 as to the authority of HSBC Bank USA, National Association to commence business.
T1A(iii)	(2)	Certificate of Fiduciary Powers dated August 18, 2004 for HSBC Bank USA, National Association
T1A(iv)	(1)	Copy of the existing By-Laws of HSBC Bank USA, National Association.
T1A(v)		Not applicable.
T1A(vi)	(2)	Consent of HSBC Bank USA, National Association required by Section 321(b) of the Trust Indenture Act of 1939.
T1A(vii)		Copy of the latest report of condition of the trustee (March 31, 2008), published pursuant to law or the requirement of its supervisory or examining authority.
T1A(viii)		Not applicable.
T1A(ix)		Not applicable.

 

(1)   Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-118523 and incorporated herein by reference thereto.

(2)   Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-125197 and incorporated herein by reference thereto.

 

 

SIGNATURE

 

 

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HSBC Bank USA, 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 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 14^th day of August, 2008.

 

 

	HSBC BANK USA, NATIONAL ASSOCIATION
	By:	/s/ Anthony A. Bocchino
		Anthony A. Bocchino
		Vice President

 

 

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, 2009
	Please refer to page i,
	Table of Contents, for	1
	the required disclosure
	of estimated burden.

 

Consolidated Reports of Condition and Income for

A Bank With Domestic and Foreign Offices—FFIEC 031

 

Report at the close of business March 31, 2008	(20040630)
	(RCRI  9999)

 

This report is required by law; 12 U.S.C. §324 (State member banks); 12 U.S.C. § 1817 (State nonmember banks); and 12 U.S.C. §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,     Clive Bucknall, Controller

      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.

 

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/ Sal H. Alfieri
		Director (Trustee)
/s/ Joseph R. Simpson
Signature of Officer Authorized to Sign Report		/s/ Bernard J. Kennedy
		Director (Trustee)
05/12/2008		/s/ Martin Glynn
Date of Signature		Director (Trustee)

 

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 signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page to the hard-copy f the completed report that the bank places in its files.

 

FDIC Certificate Number	57890
	(RCRI 9030)

 

http://WWW.BANKING.US.HSBC.COM
Primary Internet Web Address of Bank (Home Page), if any (TEXT 4087)
(Example: www.examplebank.com)

 

HSBC Bank USA, NATIONAL ASSOCIATION
Legal Title of Bank (TEXT 9010)
Wilmington
City (TEXT 9130)
DE	19801
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

 

	REPORT OF CONDITION
Consolidated domestic subsidiaries
HSBC Bank USA, National Association		of Buffalo
Name of Bank		City
in the state of New York, at the close of business March 31, 2008

 

				Thousands of dollars
ASSETS
Cash and balances due from depository institutions:
a. Non-interest-bearing balances currency and coin				3,500,175
b. Interest-bearing balances				4,248,417
Held-to-maturity securities				2,791,347
Available-for-sale securities				22,917,257
Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold in domestic offices				6,722,000
b. Securities purchased under agreements to resell				7,024,716
Loans and lease financing receivables:
Loans and leases held for sale				4,736,969
Loans and leases net of unearned income		87,204,663
LESS: Allowance for loan and lease losses		1,581,734
Loans and lease, net of unearned income, allowance, and reserve				85,622,929
Trading assets				37,877,755
Premises and fixed assets				553,023
Other real estate owned				68,092
Investments in unconsolidated subsidiaries				300,332
Customers’ liability to this bank on acceptances outstanding				NA
Intangible assets: Goodwill				2,111,113
Intangible assets: Other intangible assets				511,507
Other assets				9,298,568
Total assets				188,284,200
LIABILITIES
Deposits:
In domestic offices				87,003,382
Non-interest-bearing		14,045,765
Interest-bearing		72,957,617
In foreign offices				36,631,752
Non-interest-bearing		1,268,864
Interest-bearing		35,362,888
Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased in domestic offices				172,114
b. Securities sold under agreements to repurchase				2,317,462
Trading Liabilities				18,717,567
Other borrowed money				21,303,717
Bank’s liability on acceptances				NA
Subordinated notes and debentures				3,935,356
Other liabilities				5,841,466
Total liabilities				175,922,816
Minority Interests in consolidated Subsidiaries				411
EQUITY CAPITAL
Perpetual preferred stock and related surplus				0
Common Stock				2,000
Surplus				11,132,511
Retained earnings				1,625,625
Accumulated other comprehensive income				-399,163
Other equity capital components				0
Total equity capital				12,360,973
Total liabilities, minority interests and equity capital				188,284,200