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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM T-1
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STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)
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SUNTRUST BANK
(Exact name of trustee as specified in its charter)
303 PEACHTREE STREET, N.E.
30TH FLOOR
ATLANTA, GEORGIA 30308 58-0466330
(Address of principal executive (Zip Code) (I.R.S. employer
offices) identification number)
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JACK ELLERIN
SUNTRUST BANK
25 PARK PLACE, N.E.
24TH FLOOR
ATLANTA, GEORGIA 30303-2900
404-588-7296
(Name, address and telephone number of agent for service)
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COOPER CAMERON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction 76-0451843
of incorporation or organization) (IRS employer identification no.)
1333 WEST LOOP SOUTH
SUITE 1700 77027
HOUSTON, TEXAS (Zip Code)
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___% SENIOR NOTES DUE 2007
(Title of the indenture securities)
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1. General information.
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Furnish the following information as to the trustee--
Name and address of each examining or supervising authority
to which it is subject.
DEPARTMENT OF BANKING AND FINANCE,
STATE OF GEORGIA
2990 BRANDYWINE ROAD, SUITE 200
ATLANTA, GEORGIA 30341-5565
FEDERAL RESERVE BANK OF ATLANTA
1000 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309-4470
FEDERAL DEPOSIT INSURANCE CORPORATION
550 17TH STREET, N.W.
WASHINGTON, D.C. 20429-9990
Whether it is authorized to exercise corporate trust powers.
YES.
2. Affiliations with obligor.
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If the obligor is an affiliate of the trustee, describe each such
affiliation.
NONE.
3-12. NO RESPONSES ARE INCLUDED FOR ITEMS 3 THROUGH AND INCLUDING 12.
RESPONSES TO THOSE ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN
GENERAL INSTRUCTION B AND AS SET FORTH IN ITEM 13(B) BELOW, THE
OBLIGOR IS NOT IN DEFAULT WITH RESPECT TO ANY SECURITIES ISSUED
PURSUANT TO ANY INDENTURE UNDER WHICH SUNTRUST BANK IS TRUSTEE.
13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to
the securities under this indenture. Explain the nature of
any such default.
THERE IS NOT AND HAS NOT BEEN ANY DEFAULT UNDER THIS
INDENTURE.
(b) If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, or is a trustee for more than one outstanding
series of securities under the indenture, state whether there
has been a default under any such indenture or series,
identify the indenture or series affected, and explain the
nature of any such default.
THERE HAS NOT BEEN ANY DEFAULT UNDER ANY INDENTURE.
14-15. NO RESPONSES ARE INCLUDED FOR ITEMS 14 AND 15. RESPONSES TO THOSE
ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B
AND AS SET FORTH IN ITEM 13(B) ABOVE, THE OBLIGOR IS NOT IN DEFAULT
WITH RESPECT TO ANY SECURITIES ISSUED PURSUANT TO ANY INDENTURE UNDER
WHICH SUNTRUST BANK IS TRUSTEE.
16. List of Exhibits.
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List below all exhibits filed as a part of this statement of
eligibility; exhibits identified in parentheses are filed with the
Commission and are incorporated herein by reference as exhibits hereto
pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as
amended, and Rule 24 of the Commission's Rules of Practice.
(1) A copy of the Articles of Amendment and Restated Articles of
Incorporation of the trustee as now in effect (Exhibit 1 to
Form T-1, Registration No. 333-104621 filed by AMVESCAP PLC).
(2) A copy of the certificate of authority of the trustee to
commence business (Exhibit 2 to Form T-1, Registration No.
333-32106 filed by Sabre Holdings Corporation).
(3) A copy of the authorization of the trustee to exercise
corporate trust powers (Exhibits 2 and 3 to Form T-1,
Registration No. 333-32106 filed by Sabre Holdings
Corporation).
(4) A copy of the existing by-laws of the trustee (as amended and
restated August 13, 2002) (Exhibit 4 to Form T-1,
Registration No. 333-104621 filed by AMVESCAP PLC).
(5) Not applicable.
(6) The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939.
(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 as of the close of
business on December 31, 2003.
(8) Not applicable.
(9) Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, SunTrust Bank, a banking corporation organized and existing under the
laws of the State of Georgia, 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 Atlanta and the State of Georgia, on the ___ day
of March, 2004.
SUNTRUST BANK
By:/s/ Jack Ellerin
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Jack Ellerin
Assistant Vice President
EXHIBIT INDEX
(6) The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939.
(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 as of the close of
business on December 31, 2003.