Exhibit 25.2
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM T-1
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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JPMORGAN CHASE BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
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Vale Overseas Limited
(Exact name of obligor as specified in its charter)
Cayman Island Not Applicable
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification)
Walker House, P.O. Box 908 GT Not Applicable
Georgetown, Grand Cayman, Cayman Island (Zip Code)
(Address of principal executive officers)
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Vale Overseas Limited
Guaranteed Debt Securities
(Title of the indenture securities)
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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.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor and Guarantors.
If the obligor or any Guarantor is an affiliate of the trustee,
describe each such affiliation.
None.
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Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Restated Organization Certificate of the Trustee
dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001
(see Exhibit 1 to Form T-1 filed in connections with Registration Statement No.
333-76894, which is incorporated by reference.)
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001, in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement 333-76894, which is
incorporated by reference.)
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.
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
(see Exhibit 7 to Form T-1 filed in connection with Registration Statement
333-76894, which is incorporated by reference.)
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
JPMorgan Chase Bank, 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 1st day of December 2003.
JPMORGAN CHASE BANK
By /s/ Lesley Daley
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Lesley Daley
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Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
JPMorgan Chase Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June
30, 2003, in accordance with a call made
by the Federal Reserve Bank of this
District pursuant to the provisions of
the Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................. $22,657
Interest-bearing balances ......................... 10,600
Securities:
Held to maturity securities ............................ 268
Available for sale securities .......................... 76,771
Federal funds sold and securities purchased under
agreements to resell
Federal funds sold in domestic offices ............ 3,844
Securities purchased under agreements to resell ... 86,290
Loans and lease financing receivables:
Loans and leases held for sale .................... 31,108
Loans and leases, net of unearned income $166,046
Less: Allowance for loan and lease losses 3,735
Loans and leases, net of unearned income and
allowance ......................................... 162,311
Trading Assets ......................................... 186,546
Premises and fixed assets (including capitalized leases) 6,142
Other real estate owned ................................ 133
Investments in unconsolidated subsidiaries and
associated companies .............................. 696
Customers' liability to this bank on acceptances
outstanding ....................................... 225
Intangible assets
Goodwill ....................................... 2,201
Other Intangible assets ........................ 3,058
Other assets ........................................... 68,983
TOTAL ASSETS ........................................... $661,833
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LIABILITIES
Deposits
In domestic offices ................................ $189,571
Noninterest-bearing ................................ $82,747
Interest-bearing ................................... 106,824
In foreign offices, Edge and Agreement
subsidiaries and IBF's ........................... 125,990
Noninterest-bearing ................................ $6,025
Interest-bearing ................................... 119,965
Federal funds purchased and securities sold under
agreements to repurchase:
Federal funds purchased in domestic offices ........ 4,978
Securities sold under agreements to repurchase ..... 114,181
Trading liabilities ..................................... 129,299
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases) ............ 10,186
Bank's liability on acceptances executed and outstanding 225
Subordinated notes and debentures ....................... 8,202
Other liabilities ....................................... 41,452
TOTAL LIABILITIES ....................................... 624,084
Minority Interest in consolidated subsidiaries .......... 104
EQUITY CAPITAL
Perpetual preferred stock and related surplus ........... 0
Common stock ............................................ 1,785
Surplus (exclude all surplus related to preferred stock) 16,304
Retained earnings ....................................... 18,426
Accumulated other comprehensive income .................. 1,130
Other equity capital components ......................... 0
TOTAL EQUITY CAPITAL .................................... 37,645
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TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL $661,833
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I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
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 in- structions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR.)
HANS W. BECHERER )
FRANK A. BENNACK, JR. )
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