EX-7.2 5 tm2216696d1_ex7-2.htm EXHIBIT 7.2

UNITED STATES

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) ___

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York

(Jurisdiction of incorporation

of organization if not a U.S. national bank)

13-5160382

(I.R.S. Employer

Identification No.)

240 Greenwich Street

New York, New York

(Address of principal executive offices)

10286

(Zip code)

Legal Department

The Bank of New York Mellon

240 Greenwich Street

New York, NY 10286

(212) 635-1270

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

SUNCOR ENERGY INC.

(Exact name of obligor as specified in its charter)

Canada

(State or other jurisdiction

of incorporation or organization)

98-0343201

(I.R.S. Employer

Identification No.)

150-6^th Avenue S.W., P.O. Box 2844

Calgary, Alberta, Canada

(Address of principal executive offices)

T2P 3E3

(Zip code)

Debt Securities

(Title of the indenture securities)

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.

Superintendent of the Department of Financial		One State Street, New York, N.Y. 10004-1417
Services of the State of New York		and Albany, N.Y. 12203
Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation		550 17th Street, NW, Washington, D.C. 20429
The Clearing House Association L.L.C.		100 Broad Street, New York, N.Y. 10004

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Item 16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").

A copy of the Organization Certificate of The Bank of New York Mellon (formerly The Bank of New York (formerly Irving Trust Company)) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed as Exhibit 25.1 to Current Report on Form 8-K of Nevada Power Company, Date of Report (Date of Earliest Event Reported) July 25, 2008 (File No. 000-52378).)

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 with Registration Statement No. 333-229494.)

The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519.)

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, 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 24^th day of May, 2022.

THE BANK OF NEW YORK MELLON

By:	/s/ Bret S. Derman
	Name:	Bret S. Derman
	Title:	Vice President

EXHIBIT 7

(Page i of iii)

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of 240 Greenwich Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2022, published 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 thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		5,268,000
Interest-bearing balances		144,306,000
Securities:
Held-to-maturity securities		60,600,000
Available-for-sale debt securities		92,185,000
Equity securities with readily determinable fair values not held for trading		2,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		8,296,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		31,648,000
LESS: Allowance for loan and lease losses		153,000
Loans and leases held for investment, net of allowance		31,495,000
Trading assets		10,454,000
Premises and fixed assets (including capitalized leases)		2,877,000
Other real estate owned		1,000
Investments in unconsolidated subsidiaries and associated companies		1,475,000
Direct and indirect investments in real estate ventures		0
Intangible assets		7,041,000
Other assets		16,465,000
Total assets		380,465,000

EXHIBIT 7

(Page ii of iii)

LIABILITIES
Deposits:
In domestic offices			218,035,000
Noninterest-bearing			97,334,000
Interest-bearing			120,701,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			119,324,000
Noninterest-bearing			6,368,000
Interest-bearing			112,956,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			4,308,000
Trading liabilities			3,065,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)			294,000
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			8,611,000
Total liabilities			353,637,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			11,840,000
Retained earnings			16,363,000
Accumulated other comprehensive income			-2,510,000
Other equity capital components			0
Total bank equity capital			26,828,000
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			26,828,000
Total liabilities and equity capital			380,465,000

EXHIBIT 7

(Page iii of iii)

I, Emily Portney, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Emily Portney
Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.

Thomas P. Gibbons
Frederick O. Terrell
Joseph J. Echevarria

Directors