Form: S-4

Registration of securities issued in business combination transactions

June 21, 2012

Documents


Exhibit 25


 
 
 
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)
 
 
Brad Hounsel
U.S. Bank National Association
14241 Dallas Parkway, Suite 490
Dallas, TX  75254
(972) 458-4506
(Name, address and telephone number of agent for service)
 
 
Clear Channel Worldwide Holding, Inc.
(Issuer with respect to the Securities)
                                                       
Nevada
20-2232033
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   

200 East Basse Road
San Antonio, Texas
 
78209
(Address of Principal Executive Offices)
(Zip Code)

7.625% Series A Senior Subordinated Notes Due 2020
and
7.625% Series B Senior Subordinated Notes Due 2020

(Title of the Indenture Securities)





 
 
 


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
 
 
Item 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, 2011 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.


 
2
 

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 Dallas, State of Texas on the 4th of June, 2012.

     
       
 
By:
/s/ Brad Hounsel  
    Brad Hounsel  
    Vice President  
       












 
3
 

 
 
Exhibit 2
 

 
 
    Comptroller of the Currency
Administrator of National Banks
 
Washington, DC 20219
 
CERTIFICATE OF CORPORATE EXISTENCE
 
I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:
 
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations.
 
2. “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate.
 
             
       
IN TESTIMONY WHERE OF, I have
     
       
hereunto subscribed my name and caused
     
       
my seal of office to be affixed to these
     
       
presents at the Treasury Department, in the
     
     
City of Washington and District of
     
Columbia, this September 9, 2010.
     
 
     
Acting Comptroller of the Currency


 
4
 

 
Exhibit 3
 

 
 
 
Comptroller of the Currency
Administrator of National Banks
 
Washington, DC 20219
 
CERTIFICATE OF FIDUCIARY POWERS
 
I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:
 
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations.
 
2. “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat.668, 12 U.S.C. 92 a, and that the authority so granted remains in full force and effect on the date of this Certificate.
 
             
       
IN TESTIMONY WHERE OF, I have
     
       
hereunto subscribed my name and caused
     
       
my seal of office to be affixed to these
     
       
presents at the Treasury Department, in the
     
       
City of Washington and District of
     
     
Columbia, this September 9, 2010.
     
 
     
Acting Comptroller of the Currency


 
5
 

 
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: June 4, 2012

 
     
       
 
By:
/s/ Brad Hounsel  
    Brad Hounsel  
    Vice President  
       






 
6
 

Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2011

($000’s)

   
12/31/2011
  
Assets
      
Cash and Balances Due From Depository Institutions
   $ 13,960,499  
Securities
     69,485,200  
Federal Funds
     11,887  
Loans & Lease Financing Receivables
     204,182,862  
Fixed Assets
     5,472,961  
Intangible Assets
     12,446,662  
Other Assets
     24,910,739  
Total Assets
   $ 330,470,810  
         
Liabilities
        
Deposits
   $ 236,091,541  
Fed Funds
     7,936,151  
Treasury Demand Notes
     0  
Trading Liabilities
     377,634  
Other Borrowed Money
     34,507,710  
Acceptances
     0  
Subordinated Notes and Debentures
     5,945,617  
Other Liabilities
     10,944,902  
Total Liabilities
   $ 295,803,555  
         
Equity
        
Minority Interest in Subsidiaries
   $ 1,926,211  
Common and Preferred Stock
     18,200  
Surplus
     14,133,323  
Undivided Profits
     18,589,521  
Total Equity Capital
   $ 34,667,255  
         
Total Liabilities and Equity Capital
   $ 330,470,810