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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) [X] STATE STREET BANK AND TRUST COMPANY (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER) Massachusetts 04-1867445 (JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER ORGANIZATION IF NOT A U.S. NATIONAL BANK) IDENTIFICATION NO.) 225 Franklin Street, Boston, Massachusetts 02110 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Maureen Scannell Bateman, Esq. Executive Vice President and General Counsel 225 Franklin Street, Boston, Massachusetts 02110 (617) 654-3253 (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE) PENN NATIONAL GAMING, INC. (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER) PENNSYLVANIA 23-2234473 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 825 BERKSHIRE BLVD., SUITE 200 WYOMISSING, PENNSYLVANIA 19610 (Address of principal executive offices) (Zip Code) 8 7/8% SENIOR SUBORDINATED NOTES DUE 2010 (Title of indenture securities) Parent: PENN NATIONAL GAMING, INC., a Pennsylvania corporation Guarantor Subsidiaries: FEBRUARY 21, 2002 PURCHASE AGREEMENT Backside, Inc. - a Pennsylvania corporation BSL, Inc. - a Mississippi corporation BTN, Inc. - a Mississippi corporation CHC Casinos Corp. - a Florida corporation CRC Holdings, Inc. - a Florida corporation The Downs Racing, Inc. - a Pennsylvania corporation eBetUSA.com - a Delaware corporation Louisiana Casino Cruises, Inc. - a Louisiana corporation Mill Creek Land, Inc. - a Pennsylvania corporation Mountainview Thoroughbred Racing Association - a Pennsylvania corporation Northeast Concessions, Inc. - a Pennsylvania corporation Penn National Gaming of West Virginia, Inc. - a West Virginia corporation Penn National GSFR, Inc. - a Delaware corporation Penn National Holding Company - a Delaware corporation Penn National Speedway, Inc. - a Pennsylvania corporation Pennsylvania National Turf Club, Inc. - a Pennsylvania corporation PNGI Charles Town Food & Beverage Limited Liability Company - a West Virginia Limited Liability Company PNGI Charles Town Gaming Limited Liability Company - a West Virginia Limited Liability Company PNGI Pocono, Inc. - a Delaware corporation Sterling Aviation, Inc. - a Delaware corporation Tennessee Downs, Inc. - a Tennessee corporation Wilkes Barre Downs, Inc. - a Pennsylvania corporation GENERAL 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. Department of Banking and Insurance of The Commonwealth of Massachusetts, 100 Cambridge Street, Boston, Massachusetts. Board of Governors of the Federal Reserve System, Washington, D.C., Federal Deposit Insurance Corporation, Washington, D.C. (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Trustee is authorized to exercise corporate trust powers. ITEM 2. AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. The obligor is not an affiliate of the trustee or of its parent, State Street Corporation. (See note on following page.) ITEM 3. THROUGH ITEM 15. NOT APPLICABLE. ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY. 1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN EFFECT. A copy of the Articles of Association of the trustee, as now in effect, is on file with the Securities and Exchange Commission as Exhibit 1 to Amendment No. 1 to the Statement of Eligibility and Qualification of Trustee (Form T-1) filed with the Registration Statement of Morse Shoe, Inc. (File No. 22-17940) and is incorporated herein by reference thereto. 2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION. A copy of a Statement from the Commissioner of Banks of Massachusetts that no certificate of authority for the trustee to commence business was necessary or issued is on file with the Securities and Exchange Commission as Exhibit 2 to Amendment No. 1 to the Statement of Eligibility and Qualification of Trustee (Form T-1) filed with the Registration Statement of Morse Shoe, Inc. (File No. 22-17940) and is incorporated herein by reference thereto. 3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS SPECIFIED IN PARAGRAPH (1) OR (2), ABOVE. A copy of the authorization of the trustee to exercise corporate trust powers is on file with the Securities and Exchange Commission as Exhibit 3 to Amendment No. 1 to the Statement of Eligibility and Qualification of Trustee (Form T-1) filed with the Registration Statement of Morse Shoe, Inc. (File No. 22-17940) and is incorporated herein by reference thereto. 4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS CORRESPONDING THERETO. A copy of the by-laws of the trustee, as now in effect, is on file with the Securities and Exchange Commission as Exhibit 4 to the Statement of Eligibility and Qualification of Trustee (Form T-1) filed with the Registration Statement of the Senior Housing Properties Trust (File No. 333-60392) and is incorporated herein by reference thereto. 5. A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4, IF THE OBLIGOR IS IN DEFAULT. Not applicable. 6. THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED BY SECTION 321(b) OF THE ACT. The consent of the trustee required by Section 321(b) of the Act is annexed hereto as Exhibit 6 and made a part hereof. 7. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING AUTHORITY. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority is annexed hereto as Exhibit 7 and made a part hereof. NOTES In answering any item of this Statement of Eligibility which relates to matters peculiarly within the knowledge of the obligor or any underwriter for the obligor, the trustee has relied upon information furnished to it by the obligor and the underwriters, and the trustee disclaims responsibility for the accuracy or completeness of such information. The answer furnished to Item 2 of this statement will be amended, if necessary, to reflect any facts which differ from those stated and which would have been required to be stated if known at the date hereof. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, State Street Bank and Trust Company, a corporation organized and existing under the laws of The Commonwealth of Massachusetts, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston and The Commonwealth of Massachusetts, on FEBRUARY 22, 2002. STATE STREET BANK AND TRUST COMPANY By: /s/ Philip G. Kane, Jr. --------------------------- NAME: PHILIP G. KANE, JR. TITLE: VICE PRESIDENT EXHIBIT 6 CONSENT OF THE TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended, in connection with the proposed issuance by PENN NATIONAL GAMING, INC. of its 8 7/8% SENIOR SUBORDINATED NOTES DUE 2010, 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. STATE STREET BANK AND TRUST COMPANY By: /s/ Philip G. Kane, Jr. --------------------------- NAME: PHILIP G. KANE, JR. TITLE: VICE PRESIDENT DATED: FEBRUARY 22, 2002 EXHIBIT 7 Consolidated Report of Condition of State Street Bank and Trust Company, Massachusetts and foreign and domestic subsidiaries, a state banking institution organized and operating under the banking laws of this commonwealth and a member of the Federal Reserve System, at the close of business SEPTEMBER 30, 2001 published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act and in accordance with a call made by the Commissioner of Banks under General Laws, Chapter 172, Section 22(a). -----------------
THOUSANDS OF DOLLARS ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin.................. $ 2,078.210.00 Interest-bearing balances........................................... $20,877,735.00 Securities.............................................................. $17,960,077.00 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and its Edge subsidiary................................. $15,596,333.00 Loans and lease financing receivables: Loans and leases, net of unearned income.......... $ 6,658,140.00 Allowance for loan and lease losses............... $ 55,243.00 Allocated transfer risk reserve................... $ 0.00 Loans and leases, net of unearned income and allowances........................................................ $ 6,602,897.00 Assets held in trading accounts......................................... $ 1,893,178.00 Premises and fixed assets............................................... $ 583,130.00 Other real estate owned................................................. $ 0.00 Investments in unconsolidated subsidiaries.............................. $ 34,144.00 Customers' liability to this bank on acceptances outstanding............ $ 103,216.00 Intangible assets....................................................... $ 487,816.00 Other assets............................................................ $ 1,860,949.00 -------------- Total assets............................................................ $68,077,685.00 ============== LIABILITIES Deposits: In domestic offices................................................. $17,285,276.00 Noninterest-bearing.......................... $12,321,416.00 Interest-bearing............................. $ 4,963,860.00 In foreign offices and Edge subsidiary.............................. $26,590,782.00 Noninterest-bearing ......................... $ 46,386.00 Interest-bearing ............................ $26,904,396.00 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge subsidiary................................. $14,765,194.00 Demand notes issued to the U.S. Treasury................................ $ 0.00 Trading liabilities................................................. $ 1,216,739.00 Other borrowed money.................................................... $ 911,701.00 Subordinated Notes and Debentures....................................... $ 0.00 Bank's liability on acceptances executed and outstanding................ $ 103,216.00 Other liabilities....................................................... $ 2,605,447.00 -------------- Total liabilities....................................................... $63,838,355.00 -------------- Minority interest in consolidated subsidiaries.......................... $ 48,495.00 ----------------- EQUITY CAPITAL Perpetual preferred stock and related surplus........................... $ 0.00 Common stock............................................................ $ 29,931.00 Surplus................................................................. $ 577,219.00 Retained Earnings....................................................... $ 3,490,205.00 Accumulated other comprehensive income.............................. $ 93,480.00 Other equity capital components......................................... $ 0.00 Undivided profits and capital reserves/Net unrealized holding gains (losses).............................................................. $ 0.00 Net unrealized holding gains (losses) on available-for-sale securities........................................................ $ 0.00 Cumulative foreign currency translation adjustments..................... $ 0.00 -------------- Total equity capital.................................................... $ 4,190,835.00 -------------- Total liabilities, minority interest and equity capital................. $68,077,685.00 ============== I, Frederick P. Baughman, Senior Vice President and Comptroller of the above named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Frederick P. Baughman We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. Ronald E. Logue David A. Spina Truman S. Casner