EX-7.3 6 a2184355zex-7_3.htm EXHIBIT 7.3
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Exhibit 7.3

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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)    o

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York
(State of incorporation
if not a U.S. national bank)		   13-5160382
(I.R.S. employer
identification no.)
     
One Wall Street, New York, N.Y.
(Address of principal executive offices)		   10286
(Zip code)

PETRO-CANADA
(Exact name of obligor as specified in its charter)

Canada
(State or other jurisdiction of
incorporation or organization)		   98-0348056
(I.R.S. employer
identification no.)
     
150 - 6th Avenue S.W.
Calgary, Alberta, Canada
(Address of principal executive offices)		   T2P 3E3
(Zip code)

US$4,000,000,000 Debt Securities
(Title of the indenture securities)

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.

   
    Name   Address
   
    Superintendent of Banks of the State of New York   One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

 
 
Federal Reserve Bank of New York
 
33 Liberty Street, New York, N.Y. 10045

 
 
Federal Deposit Insurance Corporation
 
Washington, D.C. 20429

 
 
New York Clearing House Association
 
New York, New York 10005
    (b)
    Whether it is authorized to exercise corporate trust powers.

    Yes.

2.
Affiliations with Obligor.

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

    None.

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") and 17 C.F.R. 229.10(d).

    1.
    A copy of the Organization Certificate of 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 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

    4.
    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

    6.
    The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)

    7.
    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.

2

SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank 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 31st day of March, 2008.

    THE BANK OF NEW YORK

 
 
By:
/s/  LENA AMINOVA      
Lena Aminova
 Assistant Vice President

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Exhibit 7


Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2007, 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   3,211,000  
  Interest-bearing balances   24,114,000  
Securities:      
  Held-to-maturity securities   1,776,000  
  Available-for-sale securities   25,801,000  
Federal funds sold and securities purchased under agreements to resell:      
  Federal funds sold in domestic offices   7,888,000  
  Securities purchased under agreements to resell   168,000  
Loans and lease financing receivables:      
  Loans and leases held for sale   0  
  Loans and leases, net of unearned income   34,419,000  
  LESS: Allowance for loan and lease losses   262,000  
  Loans and leases, net of unearned income and allowance   34,157,000  
Trading assets   4,576,000  
Premises and fixed assets (including capitalized leases)   946,000  
Other real estate owned   3,000  
Investments in unconsolidated subsidiaries and associated companies   719,000  
Not applicable      
Intangible assets:      
  Goodwill   2,492,000  
  Other intangible assets   1,002,000  
Other assets   8,819,000  
   
 
Total assets   115,672,000  
   
 

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LIABILITIES
 
 
 
Deposits:      
  In domestic offices   31,109,000  
  Noninterest-bearing   18,814,000  
  Interest-bearing   12,295,000  
  In foreign offices, Edge and Agreement subsidiaries, and IBFs   54,411,000  
  Noninterest-bearing   3,890,000  
  Interest-bearing   50,521,000  
Federal funds purchased and securities sold under agreements to repurchase:      
  Federal funds purchased in domestic offices   893,000  
  Securities sold under agreements to repurchase   110,000  
Trading liabilities   3,743,000  
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		   3,571,000  
Not applicable      
Not applicable      
Subordinated notes and debentures   2,955,000  
Other liabilities   9,751,000  
   
 
Total liabilities   106,543,000  
   
 
Minority interest in consolidated subsidiaries   157,000  

EQUITY CAPITAL
 
 
 
Perpetual preferred stock and related surplus   0  
Common stock   1,135,000  
Surplus (exclude all surplus related to preferred stock)   2,368,000  
Retained earnings   5,918,000  
Accumulated other comprehensive income   (449,000 )
Other equity capital components   0  
Total equity capital   8,972,000  
   
 
Total liabilities, minority interest, and equity capital   115,672,000  
   
 

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        I, Bruce W. Van Saun, 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.

    Bruce W. Van Saun,
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.


 
 
 
 
 
 
 
Gerald L. Hassell   )        
Steven G. Elliott   )   Directors    
Robert P. Kelly   )        

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