Exhibit 25.1

 

 

 

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)

William G. Keenan

U.S. Bank Trust National Association

100 Wall Street, Suite 1600

New York, NY 10005

Telephone (212) 361-6187

(Name, address and telephone number of agent for service)

 

 

WYNDHAM WORLDWIDE INC.

(Issuer with respect to the Securities)

 

 

 

Delaware   20-0052541

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

22 Sylvan Way

Parsipanny, NJ

  07054
(Address of Principal Executive Offices)   (Zip Code)

 

 

Debt Securities

(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

 

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, 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 June 30, 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.

 

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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 New York, State of New York on the 24th day of February, 2012.

 

By:   /s/ William G. Keenan
Name:   William G. Keenan
Title:   Vice President

 

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Exhibit 2

 

LOGO

 

 

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.

 

LOGO   

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.

 

LOGO

Acting Comptroller of the Currency

  
  

 

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Exhibit 3

 

LOGO

 

 

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.

 

LOGO   

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.

 

LOGO

Acting Comptroller of the Currency

  
  

 

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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: February 24, 2012

 

By:   /s/ William G. Keenan
  William G. Keenan
  Vice President

 

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2011

($000’s)

 

     6/30/2011  

Assets

  

Cash and Balances Due From Depository Institutions

   $ 15,249,371   

Securities

     63,952,096   

Federal Funds

     15,876   

Loans & Lease Financing Receivables

     190,017,874   

Fixed Assets

     5,231,718   

Intangible Assets

     13,050,819   

Other Assets

     22,581,835   
  

 

 

 

Total Assets

   $ 310,099,589   

Liabilities

  

Deposits

   $ 218,820,466   

Fed Funds

     7,695,079   

Treasury Demand Notes

     0   

Trading Liabilities

     550,498   

Other Borrowed Money

     33,124,842   

Acceptances

     0   

Subordinated Notes and Debentures

     7,679,246   

Other Liabilities

     8,693,748   
  

 

 

 

Total Liabilities

   $ 276,563,879   

Equity

  

Minority Interest in Subsidiaries

   $ 1,821,732   

Common and Preferred Stock

     18,200   

Surplus

     14,136,872   

Undivided Profits

     17,558,906   
  

 

 

 

Total Equity Capital

   $ 33,535,710   

Total Liabilities and Equity Capital

   $ 310,099,589   

 

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