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EXHIBIT 25.1
FORM T-1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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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UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-3818954
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification No.)
114 West 47th Street 10036-1532
New York, NY (Zip Code)
(Address of principal executive offices)
Compliance Officer
Office of General Counsel
114 West 47th Street
New York, New York 10036-1532
(212-852-1000
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GRANT PRIDECO, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 76-0312499
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1450 LAKE ROBBINS DRIVE, SUITE 600
THE WOODLANDS, TEXAS 77280
(Address of principal executive offices) (Zip Code)
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GP EXPATRIATE SERVICES, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 76-0632330
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1450 LAKE ROBBINS DRIVE, SUITE 600
THE WOODLANDS, TEXAS 77280
(Address of principal executive offices) (Zip Code)
GRANT PRIDECO HOLDINGS, LLC
(Exact name of obligor as specified in its charter)
DELAWARE 76-0635560
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1450 LAKE ROBBINS DRIVE, SUITE 600
THE WOODLANDS, TEXAS 77280
(Address of principal executive offices) (Zip Code)
GRANT PRIDECO, LP
(Exact name of obligor as specified in its charter)
DELAWARE 76-0635557
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1450 LAKE ROBBINS DRIVE, SUITE 600
THE WOODLANDS, TEXAS 77280
(Address of principal executive offices) (Zip Code)
GRANT PRIDECO USA, LLC.
(Exact name of obligor as specified in its charter)
DELAWARE 51-0397748
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
500 DELAWARE AVENUE, SUITE 900
WILMINGTON, DELAWARE 19801
(Address of principal executive offices) (Zip Code)
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STAR OPERATING COMPANY
(Exact name of obligor as specified in its charter)
DELAWARE 76-0655528
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1450 LAKE ROBBINS DRIVE, SUITE 600
THE WOODLANDS, TEXAS 77280
(Address of principal executive offices) (Zip Code)
TA INDUSTRIES, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 76-0497435
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1450 LAKE ROBBINS DRIVE, SUITE 600
THE WOODLANDS, TEXAS 77280
(Address of principal executive offices) (Zip Code)
TEXAS ARAI, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 74-2150314
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1450 LAKE ROBBINS DRIVE, SUITE 600
THE WOODLANDS, TEXAS 77280
(Address of principal executive offices) (Zip Code)
TUBE-ALLOY CAPITAL CORPORATION
TEXAS 76-0012315
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1450 LAKE ROBBINS DRIVE, SUITE 600
THE WOODLANDS, TEXAS 77280
(Address of principal executive offices) (Zip Code)
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TUBE-ALLOY CORPORATION.
(Exact name of obligor as specified in its charter)
LOUISIANA 72-0714357
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1450 LAKE ROBBINS DRIVE, SUITE 600
THE WOODLANDS, TEXAS 77280
(Address of principal executive offices) (Zip Code)
XL SYSTEMS INTERNATIONAL, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 76-0602808
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1450 LAKE ROBBINS DRIVE, SUITE 600
THE WOODLANDS, TEXAS 77280
(Address of principal executive offices) (Zip Code)
XL SYSTEMS, L.P.
(Exact name of obligor as specified in its charter)
TEXAS 76-0324868
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1450 LAKE ROBBINS DRIVE, SUITE 600
THE WOODLANDS, TEXAS 77280
(Address of principal executive offices) (Zip Code)
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9 5/8% SENIOR NOTES DUE 2007
(TITLE OF THE INDENTURE SECURITIES)
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GENERAL
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.
Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Washington, DC
New York State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. AFFILIATIONS WITH THE OBLIGOR
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
ITEMS 3., 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 AND 15:
The Obligor is currently not in default under any of its outstanding
securities for which United States Trust Company of New York is Trustee.
Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and
15 of Form T-1 are not required under General Instruction B.
16. LIST OF EXHIBITS
T-1.1 -- Organization Certificate, as amended, issued by
the State of New York Banking Department to transact
business as a Trust Company, is incorporated by
reference to Exhibit T-1.1 to Form T-1 filed on
September 15, 1995 with the Commission pursuant to
the Trust Indenture Act of 1939, as amended by the
Trust Indenture Reform Act of 1990 (Registration No.
33-97056).
T-1.2 -- Included in Exhibit T-1.1 of this Statement of
Eligibility.
T-1.3 -- Included in Exhibit T-1.1 of this Statement of
Eligibility.
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16. LIST OF EXHIBITS
(cont'd)
T-1.4 -- The By-Laws of United States Trust Company of New
York, as amended, is incorporated by reference to
Exhibit T-1.4 to Form T-1 filed on September 15, 1995
with the Commission pursuant to the Trust Indenture
Act of 1939, as amended by the Trust Indenture Reform
Act of 1990 (Registration No. 33-97056).
T-1.6 -- The consent of the trustee required by Section
321(b) of the Trust Indenture Act of 1939, as amended
by the Trust Indenture Reform Act of 1990.
T-1.7 -- A copy of the latest report of condition of the
trustee pursuant to law or the requirements of its
supervising or examining authority.
NOTE
As of January 10, 2001, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U.S. Trust
Corporation. The term "trustee" in ITEM 2., refers to each of United States
Trust Company of New York and its parent company, U. S. Trust Corporation.
In answering ITEM 2. in this statement of eligibility as to matters peculiarly
within the knowledge of the obligor or its directors, the trustee has relied
upon information furnished to it by the obligor and will rely on information to
be furnished by the obligor and the trustee disclaims responsibility for the
accuracy or completeness of such information.
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Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
United States Trust Company of New York, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York, and State of New York, on the 10th day
of January, 2001
UNITED STATES TRUST COMPANY
OF NEW YORK, Trustee
By: /s/ John C. Stohlmann
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John C. Stohlmann
Authorized Officer
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EXHIBIT T-1.6
The consent of the trustee required by Section 321(b) of the Act.
United States Trust Company of New York
114 West 47th Street
New York, NY 10036
January 7, 1997
Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, and subject to the
limitations set forth therein, United States Trust Company of New York ("U.S.
Trust") hereby consents that reports of examinations of U.S. Trust by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
/s/ Gerard F. Ganey
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By: Gerard F. Ganey
Senior Vice President
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EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
SEPTEMBER 30, 2000
($ IN THOUSANDS)
ASSETS
Cash and Due from Banks $ 119,590
Short-Term Investments 65,126
Securities, Available-for-Sale 561,915
Loans 2,780,062
Less: Allowance for Credit Losses 17,793
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Net Loans 2,762,269
Premises and Equipment 64,452
Other Assets 262,004
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TOTAL ASSETS $ 3,835,356
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LIABILITIES
Deposits:
Non-Interest Bearing $ 763,271
Interest Bearing 2,060,401
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Total Deposits 2,823,672
Short-Term Credit Facilities 516,480
Accounts Payable and Accrued Liabilities 192,956
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TOTAL LIABILITIES 3,533,108
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STOCKHOLDER'S EQUITY
Common stock 14,995
Capital Surplus 126,551
Retained earnings 162,347
Unrealized Losses on Securities Available-for-Sale (Net of Taxes) (1,645)
TOTAL STOCKHOLDER'S EQUITY 302,248
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TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 3,835,356
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I, Richard E. Brinkmann, Managing Director & Comptroller of the named bank do
hereby declare that this Statement of Condition has been prepared in conformance
with the instructions issued by the Appropriate regulatory authority and is true
to the best of my knowledge and belief.
/s/ Richard E. Brinkmann
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Richard E. Brinkmann, Managing Director & Comptroller
December 21, 2000