EX-25.2 6 d28471_exh25-2.htm EX-25.2 Exhibit 25.2

Exhibit 25.2


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)


Kathy L. Mitchell

U.S. Bank National Association

225 Asylum Street, 23rd Floor

Hartford, CT 06103

(860)241-6832

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


FriendFinder Networks Inc.

(Issuer with respect to the Securities)


Nevada

 

13-3750988

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)


6800 Broken Sound Parkway, Suite 200

Boca Raton, FL

 

33487-8242

(Address of Principal Executive Offices)

 

(Zip Code)


14% Cash Pay Secured Notes due 2013

(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 March 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.




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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 Hartford, State of Connecticut on the 18th of July, 2011.


By:     /s/ Kathy L. Mitchell                 

Kathy L. Mitchell

Vice President




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Exhibit 2


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Exhibit 3


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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: July 18, 2011



By:     /s/ Kathy L. Mitchell                 

Kathy L. Mitchell

Vice President




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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 3/31/2011


($000’s)


 

 

3/31/2011

Assets

 

 

Cash and Balances Due From Depository Institutions

$

13,798,547

Securities

 

58,784,508

Federal Funds

 

4,446,250

Loans & Lease Financing Receivables

 

188,553,195

Fixed Assets

 

5,071,554

Intangible Assets

 

13,223,551

Other Assets

 

22,091,641

Total Assets

$

305,969,246

Liabilities

 

 

Deposits

$

215,206,369

Fed Funds

 

8,615,219

Treasury Demand Notes

 

0

Trading Liabilities

 

579,986

Other Borrowed Money

 

34,076,282

Acceptances

 

0

Subordinated Notes and Debentures

 

7,760,721

Other Liabilities

 

7,772,817

Total Liabilities

$

274,011,394

Equity

 

 

Minority Interest in Subsidiaries

$

1,761,010

Common and Preferred Stock

 

18,200

Surplus

 

14,136,872

Undivided Profits

 

16,041,770

Total Equity Capital

$

31,957,852

Total Liabilities and Equity Capital

$

305,969,246




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