= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = 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) |__| --------------------------- BNY MIDWEST TRUST COMPANY (formerly known as CTC Illinois Trust Company) (Exact name of trustee as specified in its charter) Illinois 36-3800435 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) 2 North LaSalle Street Suite 1020 Chicago, Illinois 60602 (Address of principal executive offices) (Zip code) --------------------------- RITE AID CORPORATION (Exact name of obligor as specified in its charter) Delaware 23-1614034 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Ann & Government Streets-Mobile, Alabama, LLC (Exact name of obligor as specified in its charter) Delaware N/A (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Apex Drug Stores, Inc. (Exact name of obligor as specified in its charter) Michigan 38-2413448 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Broadview and Wallings-Broadview Heights Ohio, Inc. (Exact name of obligor as specified in its charter) Ohio 25-1814215 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Central Avenue & Main Street Petal- MS, LLC (Exact name of obligor as specified in its charter) Delaware N/A (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Eagle Managed Care Corp. (Exact name of obligor as specified in its charter) Delaware 25-1724201 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -2- Eighth & Water Streets-Urichsville, Ohio, LLC (Exact name of obligor as specified in its charter) Delaware N/A (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) England Street-Asheland Corporation (Exact name of obligor as specified in its charter) Virginia 80-0052343 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Fairground, L.L.C. (Exact name of obligor as specified in its charter) Virginia 54-1849788 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) GDF, Inc. (Exact name of obligor as specified in its charter) Maryland 34-1343867 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Gettysburg and Hoover-Dayton, Ohio, LLC (Exact name of obligor as specified in its charter) Ohio N/A (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -3- Harco, Inc. (Exact name of obligor as specified in its charter) Alabama 63-0522700 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) K&B, Incorporated (Exact name of obligor as specified in its charter) Delaware 51-0346254 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) K&B Alabama Corporation (Exact name of obligor as specified in its charter) Alabama 72-1011085 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) K&B Louisiana Corporation (Exact name of obligor as specified in its charter) Louisiana 72-1043860 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) K&B Mississippi Corporation (Exact name of obligor as specified in its charter) Mississippi 72-0983482 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) K&B Services, Incorporated (Exact name of obligor as specified in its charter) Louisiana 72-1245171 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -4- K&B Tennessee Corporation (Exact name of obligor as specified in its charter) Tennessee 62-1444359 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) K&B Texas Corporation (Exact name of obligor as specified in its charter) Texas 72-1010327 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Keystone Centers, Inc. (Exact name of obligor as specified in its charter) Pennsylvania 23-1730114 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Lakehurst and Broadway Corporation (Exact name of obligor as specified in its charter) New Jersey 23-2937947 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Mayfield & Chillicothe Roads-Chesterland, LLC (Exact name of obligor as specified in its charter) Ohio N/A (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Munson & Andrews, LLC (Exact name of obligor as specified in its charter) Delaware N/A (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -5- Name Rite, L.L.C. (Exact name of obligor as specified in its charter) Delaware N/A (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Northline & Dix-Toledo-Southgate, LLC (Exact name of obligor as specified in its charter) Michigan N/A (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) PDS-1 Michigan, Inc. (Exact name of obligor as specified in its charter) Michigan 38-2935739 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Patton Drive and Navy Boulevard Property Corporation (Exact name of obligor as specified in its charter) Florida 23-2870495 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -6- Paw Paw Lake Road & Paw Paw Avenue-Coloma, Michigan, LLC (Exact name of obligor as specified in its charter) Delaware N/A (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Perry Distributors, Inc. (Exact name of obligor as specified in its charter) Michigan 38-1718545 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Perry Drug Stores, Inc. (Exact name of obligor as specified in its charter) Michigan 38-0947300 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) RDS Detroit, Inc. (Exact name of obligor as specified in its charter) Michigan 35-1799950 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Ram-Utica, Inc. (Exact name of obligor as specified in its charter) Michigan 80-0052329 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) READ's Inc. (Exact name of obligor as specified in its charter) Maryland 80-0052330 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -7- Rite Aid Drug Palace, Inc. (Exact name of obligor as specified in its charter) Delaware 23-2325476 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid Hdqtrs. Corp. (Exact name of obligor as specified in its charter) Delaware 23-2308342 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid Hdqtrs. Funding, Inc. (Exact name of obligor as specified in its charter) Delaware 73-3167335 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of Alabama, Inc. (Exact name of obligor as specified in its charter) Alabama 23-2410761 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of Connecticut, Inc. (Exact name of obligor as specified in its charter) Connecticut 23-1940645 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of Delaware, Inc. (Exact name of obligor as specified in its charter) Delaware 23-1940646 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of Florida, Inc. (Exact name of obligor as specified in its charter) Florida 23-2047226 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -8- Rite Aid of Georgia, Inc. (Exact name of obligor as specified in its charter) Georgia 23-2125551 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of Illinois, Inc. (Exact name of obligor as specified in its charter) Illinois 23-2416666 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of Indiana, Inc. (Exact name of obligor as specified in its charter) Indiana 23-2048778 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of Kentucky, Inc. (Exact name of obligor as specified in its charter) Kentucky 23-2039291 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of Maine, Inc. (Exact name of obligor as specified in its charter) Maine 01-0324725 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of Maryland, Inc. (Exact name of obligor as specified in its charter) Maryland 23-1940941 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -9- Rite Aid of Massachusetts, Inc. (Exact name of obligor as specified in its charter) Massachusetts 23-1940647 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of Michigan, Inc. (Exact name of obligor as specified in its charter) Michigan N/A (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of New Hampshire, Inc. (Exact name of obligor as specified in its charter) New Hampshire 23-2008320 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of New Jersey, Inc. (Exact name of obligor as specified in its charter) New Jersey 23-1940648 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of New York, Inc. (Exact name of obligor as specified in its charter) New York 23-1940649 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of North Carolina, Inc. (Exact name of obligor as specified in its charter) North Carolina 23-1940650 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -10- Rite Aid of Ohio, Inc. (Exact name of obligor as specified in its charter) Ohio 23-1940651 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of Pennsylvania, Inc. (Exact name of obligor as specified in its charter) Pennsylvania 23-1940652 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of South Carolina, Inc. (Exact name of obligor as specified in its charter) South Carolina 23-2047222 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of Tennessee, Inc. (Exact name of obligor as specified in its charter) Tennessee 23-2047224 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of Vermont, Inc. (Exact name of obligor as specified in its charter) Vermont 23-1940942 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of Virginia, Inc. (Exact name of obligor as specified in its charter) Virginia 23-1940653 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -11- Rite Aid of Washington, D.C., Inc. (Exact name of obligor as specified in its charter) Washington, D.C. 23-2461466 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid of West Virginia, Inc. (Exact name of obligor as specified in its charter) West Virginia 23-1940654 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid Realty Corp. (Exact name of obligor as specified in its charter) Delaware 23-1725347 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid Rome Distribution Center, Inc. (Exact name of obligor as specified in its charter) New York 23-1887836 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid Services, L.L.C. (Exact name of obligor as specified in its charter) Delaware 02-0655440 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Aid Transport, Inc. (Exact name of obligor as specified in its charter) Delaware 25-1793102 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -12- Rite Fund, Inc. (Exact name of obligor as specified in its charter) Delaware 51-0273194 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rite Investments Corp. (Exact name of obligor as specified in its charter) Delaware 51-0273192 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Rx Choice, Inc. (Exact name of obligor as specified in its charter) Delaware 25-1598207 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Seven Mile and Evergreen-Detroit, LLC (Exact name of obligor as specified in its charter) Michigan N/A (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Silver Springs Road-Baltimore, Maryland/One, LLC (Exact name of obligor as specified in its charter) Delaware N/A (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Silver Springs Road-Baltimore, Maryland/Two, LLC (Exact name of obligor as specified in its charter) Delaware N/A (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -13- State & Fortification Streets-Jackson, Mississippi, LLC (Exact name of obligor as specified in its charter) Delaware N/A (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) State Street and Hill Road-Gerard, Ohio, LLC (Exact name of obligor as specified in its charter) Delaware N/A (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) The Lane Drug Company (Exact name of obligor as specified in its charter) Ohio 53-0125212 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) The Muir Company (Exact name of obligor as specified in its charter) Ohio 38-0857390 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Thrifty Corporation (Exact name of obligor as specified in its charter) California 95-1297550 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Thrifty PayLess, Inc. (Exact name of obligor as specified in its charter) California 95-4391249 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -14- Tyler and Sanders Roads, Birmingham-Alabama, LLC (Exact name of obligor as specified in its charter) Delaware N/A (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Virginia Corporation (Exact name of obligor as specified in its charter) Delaware 51-0335659 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 112 Burleigh Avenue Norfolk, LLC (Exact name of obligor as specified in its charter) Virginia N/A (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 537 Elm Street Corp. (Exact name of obligor as specified in its charter) Rhode Island 23-2962033 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 657-659 Broad St. Corp. (Exact name of obligor as specified in its charter) New Jersey 80-0052338 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 764 South Broadway-Geneva, Ohio, LLC (Exact name of obligor as specified in its charter) Ohio 23-1974076 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -15- 1515 West State Street Boise, Idaho, LLC (Exact name of obligor as specified in its charter) Delaware N/A (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 1740 Associates, L.L.C. (Exact name of obligor as specified in its charter) Michigan N/A (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 3581 Carter Hill Road-Montgomery Corp. (Exact name of obligor as specified in its charter) Alabama 80-0052336 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 4042 Warrensville Center Road-Warrensville Ohio, Inc. (Exact name of obligor as specified in its charter) Ohio 25-1820507 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 5277 Associates, Inc. (Exact name of obligor as specified in its charter) Washington 23-2940919 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -16- 5600 Superior Properties, Inc. (Exact name of obligor as specified in its charter) Ohio 80-0052337 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 30 Hunter Lane Camp Hill, Pennsylvania 17011 (Address of principal executive offices) (Zip code) --------------------------- Debt Securities (Title of the indenture securities) = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = -17- 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. - -------------------------------------------------------------------------------- Name Address - -------------------------------------------------------------------------------- Office of Banks & Trust Companies of 500 E. Monroe Street the State of Illinois Springfield, Illinois 62701-1532 Federal Reserve Bank of Chicago 230 S. LaSalle Street Chicago, Illinois 60603 (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Yes. 2. AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None. 16.LIST OF EXHIBITS. EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R. 229.10(d). 1. A copy of Articles of Incorporation of BNY Midwest Trust Company (formerly CTC Illinois Trust Company, formerly Continental Trust Company) as now in effect. (Exhibit 1 to Form T-1 filed with the Registration Statement No. 333-47688.) 2,3. A copy of the Certificate of Authority of the Trustee as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 2 to Form T-1 filed with the Registration Statement No. 333-47688.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with the Registration Statement No. 333-47688.) 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with the Registration Statement No. 333-47688.) 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. -18- SIGNATURE Pursuant to the requirements of the Act, the Trustee, BNY Midwest Trust Company, a corporation organized and existing under the laws of the State of Illinois, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 26th day of April, 2005. BNY Midwest Trust Company By: /s/ D.G. DONOVAN ------------------------------------ Name: D.G. DONOVAN Title: VICE PRESIDENT -19- OFFICE OF BANKS AND REAL ESTATE BUREAU OF BANKS AND TRUST COMPANIES CONSOLIDATED REPORT OF CONDITION OF BNY MIDWEST TRUST COMPANY 2 NORTH LASALLE STREET SUITE 1020 CHICAGO, ILLINOIS 60602 Including the institution's domestic and foreign subsidiaries completed as of the close of business on December 31, 2004, submitted in response to the call of the Office of Banks and Real Estate of the State of Illinois. <TABLE> ASSETS THOUSANDS OF DOLLARS ------ -------------------- (000) 1. Cash and Due from Depository Institution....................... 48,932 2. U.S. Treasury Securities....................................... - 0 - 3. Obligations of States and Political Subdivisions............... - 0 - 4. Other Bonds, Notes and Debentures.............................. - 0 - 5. Corporate Stock................................................ - 0 - 6. Trust Company Premises, Furniture, Fixtures and Other Assets Representing Trust Company Premises..................... 593 7. Accounts Receivable............................................ 3,984 8. Goodwill....................................................... 86,813 9. Intangibles ................................................... -0- 1O. Other Assets .................................................. 3,220 (Itemize amounts greater than 15% of Line 10) Income Taxes Receivable.......................3,217 --------------------------------------------------- 11. TOTAL ASSETS............................................... 143,542 </TABLE> Page 1 of 3 OFFICE OF BANKS AND REAL ESTATE BUREAU OF BANKS AND TRUST COMPANIES CONSOLIDATED REPORT OF CONDITION OF BNY MIDWEST TRUST COMPANY 2 NORTH LASALLE STREET SUITE 1020 CHICAGO, ILLINOIS 60602 <TABLE> LIABILITIES THOUSANDS OF DOLLARS ----------- -------------------- 12. Accounts Payable............................................... 1,312 13. Taxes Payable.................................................. 0 14. Other Liabilities for Borrowed Money........................... 25,425 15. Other Liabilities.............................................. (Itemize amounts greater than 15% of Line 14) Reserve for Taxes.........................13,902 14,244 16. TOTAL LIABILITIES 40,981 EQUITY CAPITAL 17. Preferred Stock................................................ - 0 - 18. Common Stock................................................... 2,000 19. Surplus........................................................ 67,130 20. Reserve for Operating Expenses................................. - 0 - 21. Retained Earnings (Loss)....................................... 33,431 22. TOTAL EQUITY CAPITAL........................................... 102,561 23. TOTAL LIABILITIES AND EQUITY CAPITAL........................... 143,542 </TABLE> Page 2 of 3 I, Robert L. DePaola, Vice President ----------------------------------------------------------------------------- (Name and Title of Officer Authorized to Sign Report) of BNY Midwest Trust Company certify that the information contained in this statement is accurate to the best of my knowledge and belief. I understand that submission of false information with the intention to deceive the Commissioner or his Administrative officers is a felony. /s/ Robert L. DePaola ----------------------------------------------------- (Signature of Officer Authorized to Sign Report) Page 3 of 3
K&B Texas
Filed: 19 May 05, 12:00am