EX-25 12 dex25.htm STATEMENT OF ELIGIBILITY OF JPMORGAN CHASE BANK, N.A.

Statement of Eligibility of JPMorgan Chase Bank, N.A.

EXHIBIT 25

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)

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

		13-4994650
(State of incorporation if not a national bank)		(I.R.S. employer identification No.)
1111 Polaris Parkway Columbus, Ohio		43271
(Address of principal executive offices)		(Zip Code)

Pauline E. Higgins

Vice President and Assistant General Counsel

JPMorgan Chase Bank, National Association

707 Travis Street, 4th Floor North

Houston, Texas 77002

Tel: (713) 216-1436

(Name, address and telephone number of agent for service)

LPG International Inc.

Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification No.)
Av. Brigadeiro Luis Antônio, 1343, 9° Andar São Paulo, SP, Brazil		01317-910
(Address of principal executive offices)		(Zip Code)

7.250% Exchange Notes due 2015

Unconditionally Guaranteed by

Ultrapar Participações S.A. and

Oxiteno S.A. Indústria e Comércio

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.

Comptroller of the Currency, Washington, D.C.

Board of Governors of the Federal Reserve System, Washington, D.C., 20551

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.

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of Eligibility.

1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

2. A copy of the Certificate of Authority of the Comptroller of the Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

3. None, the authority of the trustee to exercise corporate trust powers being contained in the documents described in 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 No. 333-106575 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. 333-106575 which is incorporated by reference).

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.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, N.A., 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 day of May 12, 2006.

JPMORGAN CHASE BANK, N.A.
By:		/S/    JOHN T. NEEDHAM, JR.
		John T. Needham, Jr.
		Vice President

2

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2

CONSOLIDATED REPORT OF CONDITION OF

JPMorgan Chase Bank, N.A.

of 1111 Polaris Parkway, Columbus, Ohio 43240

and Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System,

at the close of business December 31, 2005, 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 in Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin					$	35,280
Interest-bearing balances						22,803
Securities:
Held to maturity securities						77
Available for sale securities						34,994
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices						27,504
Securities purchased under agreements to resell						193,355
Loans and lease financing receivables:
Loans and leases held for sale						32,360
Loans and leases, net of unearned income		$	363,371
Less: Allowance for loan and lease losses			4,857
Loans and leases, net of unearned income and allowance						358,514
Trading Assets						221,837
Premises and fixed assets (including capitalized leases)						8,102
Other real estate owned						134
Investments in unconsolidated subsidiaries and associated companies						1,508
Customers’ liability to this bank on acceptances outstanding						471
Intangible assets
Goodwill						23,499
Other Intangible assets						10,478
Other assets						43,069
TOTAL ASSETS					$	1,013,985

LIABILITIES
Deposits
In domestic offices					$	406,865
Noninterest-bearing		$	141,522
Interest-bearing			265,343
In foreign offices, Edge and Agreement subsidiaries and IBF’s						145,745
Noninterest-bearing		$	7,552
Interest-bearing			138,193
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices						10,091
Securities sold under agreements to repurchase						95,300
Trading liabilities						124,236
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)						84,483
Bank’s liability on acceptances executed and outstanding						471
Subordinated notes and debentures						18,655
Other liabilities						39,850
TOTAL LIABILITIES						925,696
Minority Interest in consolidated subsidiaries						1,939
EQUITY CAPITAL
Perpetual preferred stock and related surplus						0
Common stock						1,785
Surplus (exclude all surplus related to preferred stock)						59,504
Retained earnings						25,711
Accumulated other comprehensive income						(650	)
Other equity capital components						0
TOTAL EQUITY CAPITAL						86,350
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL					$	1,013,985

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 instructions issued by the appropriate Federal regulatory authority and is true and correct.

WILLIAM B. HARRISON, JR.		}
JAMES DIMON					DIRECTORS
MICHAEL J. CAVANAGH