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-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) PNC BANK, NATIONAL ASSOCIATION (Exact Name of Trustee as Specified in its Charter) NOT APPLICABLE (Jurisdiction of incorporation or organization if not a U.S. national bank) 00-0000000 (I.R.S. Employer Identification No.) One PNC Xxxxx Xxxxx Xxxxxx xxx Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 (Address of principal executive offices - Zip code) Xxxxx X. Xxxxx, Vice President, PNC Bank, National Association 0xx Xxxxx, Xxx XXX Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 (000) 000-0000 (Name, address and telephone number of agent for service) R.A.B. ENTERPRISES, INC. (Exact name of obligor as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 00-0000000 (I.R.S. Employer Identification No.) 000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000 (Address of principal executive offices - Zip code) 10 1/2% Senior Notes due 2005 (Title of the indenture securities) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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. Federal Reserve Bank of Cleveland Cleveland, Ohio Federal Deposit Insurance Corporation Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. (See Exhibit T-1-3) Item 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. Neither the obligor (which terms includes, for the purposes of this Form T-1, the co-registrants specified in the Form S-4 to which this Form T-1 is an Exhibit) nor any underwriter for the obligor is an affiliate of the trustee. Item 3 through Item 14. The issuer currently is not in default under any of its outstanding securities for which PNC Bank is trustee. Accordingly, responses to Items 3 through 14 of Form T-1 are not required pursuant to Form T-1 General Instructions B. Item 15. Foreign trustee. Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole trustee under the indentures qualified or to be qualified under the Act. Not applicable (trustee is not a foreign trustee). Item 16. List of exhibits. List below all exhibits filed as part of this statement of eligibility. Exhibit T-1-1 - Articles of Association of the trustee, with all amendments thereto, as presently in effect, filed as Exhibit 1 to Trustee's Statement of Eligibility and Qualification, Registration No. 333-43153 and incorporated herein by reference. Exhibit T-1-2 - Copy of Certificate of the Authority of the Trustee to Commence Business, filed as Exhibit 2 to Trustee's Statement of Eligibility and Qualification, Registration No. 2-58789 and incorporated herein by reference. -2- Exhibit T-1-3 - Copy of Certificate as to Authority of the Trustee to Exercise Trust Powers, filed as Exhibit 3 to Trustee's Statement of Eligibility and Qualification, Registration No. 2-58789, and incorporated herein by reference. Exhibit T-1-4 - The By-Laws of the trustee, filed as Exhibit 4 to Trustee's Statement of Eligibility and Qualification, Registration No. 333-28711 and incorporated herein by refenence. Exhibit T-1-5 - The consent of the trustee required by Section 321(b) of the Act. Exhibit T-1-6 - The copy of the Balance Sheet taken from the latest Report of Condition of the trustee published in response to call made by Comptroller of the Currency under Section 5211 U.S. Revised Statutes. NOTE The answers to this statement, insofar as such answers relate to (a) what persons have been underwriters for any securities of the obligor within three years prior to the date of filing this statement, or are owners of 10% or more of the voting securities of the obligor, or are affiliates or directors or executive officers of the obligor, and (b) the voting securities of the trustee owned beneficially by the obligor and each director and executive officer of the obligor, are based upon information furnished to the trustee by the obligor and also, in the case of (b) above, upon an examination of the trustee's records. While the trustee has no reason to doubt the accuracy of any such information furnished by the obligor, it cannot accept any responsibility therefor. ------------------------------------- Signature appears on next page -3- SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, PNC Bank, National Association, a corporation 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 Pittsburgh and Commonwealth of Pennsylvania on October 22, 1998. PNC BANK, NATIONAL ASSOCIATION (Trustee) By /s/ Xxxxxxx X. Xxxxxx ------------------------------- Xxxxxxx X. Xxxxxx Trust Officer -4- EXHIBIT T-1-5 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, in connection with the proposed issuance by R.A.B. Enterprises, Inc. of its 10 1/2% Senior Notes due 2005, 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. PNC BANK, NATIONAL ASSOCIATION (Trustee) By /s/ Xxxxxxx X. Xxxxxx ------------------------------- Xxxxxxx X. Xxxxxx Trust Officer Dated: October 22, 1998 -5- EXHIBIT T-1-6 SCHEDULE RC - BALANCE SHEET FROM REPORT OF CONDITION Consolidating domestic and foreign subsidiaries of PNC BANK, NATIONAL ASSOCIATION of PITTSBURGH in the state of PENNSYLVANIA at the close of business on June 30, 1998 filed in response to call made by Comptroller of the Currency, under title 00, Xxxxxx Xxxxxx Code, Section 161 Charter Number 540 Comptroller of the Currency Northeastern District BALANCE SHEET Thousands of Dollars ---------- ASSETS Cash and balances due from depository institutions Noninterest-bearing balances and currency and coin................................... $ 2,125,144 Interest-Bearing Balances............................................................ 86,718 Securities Held-to-maturity securities.......................................................... 0 Available-for-sale securities........................................................ 6,268,812 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds sold and Securities purchased under agreements to resell...................................... 533,355 Loans and lease financing receivables: Loans and leases, net of unearned income $56,487,879 LESS: Allowance for loan and lease losses 826,069 LESS: Allocated transfer risk reserve 0 Loans and leases, net of unearned income, allowance and reserve............................................................ 55,661,810 Trading assets ........................................................................ 190,500 Premises and fixed assets (including capitalized leases)............................... 797,786 Other real estate owned ............................................................... 43,023 Investments in unconsolidated subsidiaries and associated companies ............................................................... 4,401 Customers' liability to this bank on acceptances outstanding......................................................................... 70,753 Intangible assets ..................................................................... 2,144,235 Other assets........................................................................... 2,345,052 ----------- Total Assets........................................................................ $ 70,271,589 =========== LIABILITIES Deposits: In domestic offices................................................................. $40,095,977 Noninterest-bearing $ 9,645,083 Interest-bearing 30,450,894 In foreign offices, Edge and Agreement subsidiaries, and IBFs......................................................................... 4,133,211 Noninterest-bearing $ 5,376 Interest-bearing 4,127,835 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased and Securities sold under agreements to repurchase................................... 1,950,155 Demand notes issued to U.S. Treasury................................................... 25 Trading Liabilities.................................................................... 489,268 Other borrowed money With original maturity of one year or less.......................................... 8,780,835 With original maturity of more than one year through three years.................... 1,754,215 With original maturity of more than one year........................................ 4,710,181 Bank's liability on acceptances executed and outstanding............................... 70,753 Subordinated notes and debentures ..................................................... 901,354 Other liabilities...................................................................... 1,250,979 -------------- Total liabilities...................................................................... 64,136,953 EQUITY CAPITAL Perpetual preferred stock and related surplus.......................................... 0 Common Stock........................................................................... 218,919 Surplus. . . .......................................................................... 2,549,559 Undivided profits and capital reserves................................................. 3,380,559 Net unrealized holding gains (losses) on available-for-sale securities....................................................... (14,401) Cumulative foreign currency translation adjustments.................................... 0 Total equity capital................................................................... 6,134,636 ----------- Total liabilities and equity capital................................................... $ 70,271,589 ==========