EX-99 5 ex7-2formf9a1.txt EXHIBIT 7.2 EXHIBIT 7.2 ----------- ================================================================================ 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 NOVA SCOTIA TRUST COMPANY OF NEW YORK ------------------------------------------------- (Exact name of trustee as specified in its charter) NEW YORK 13-5691211 -------- ---------- (State of Incorporation ( I.R.S. employer If not a U.S. national bank) Identification number) ONE LIBERTY PLAZA NEW YORK, N.Y. 10006 -------------- ----- (Address of principal (Zip code) Executive office) ------------------------------------------------------ HUSKY ENERGY INC. ----------------- (Exact name of obligor as specified in its charter) ALBERTA, CANADA --------------- (State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.) 707 8th Avenue S.W CALGARY, ALBERTA, CANADA T2P 1H5 (Address of principal executive offices) (Postal 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. Federal Reserve Bank of New York 33 Liberty Street New York, N. Y. 10045 State of New York Banking Department State House, Albany, N.Y. (b) Whether it is authorized to exercise corporate trust powers. The Trustee is authorized to exercise corporate trust powers. ITEM 2. AFFILIATION WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each such affiliation. The obligor is not an affiliate of the Trustee. ITEM 3. Not applicable ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, furnish the following information: (a) Title of the securities outstanding under each such other indenture. Husky Oil Limited 6.875% Senior Notes due 2003 7.125% Senior Notes due 2006 7.550% Senior Notes due 2016 8.90% Capital Securities due 2028 Husky Terra Nova Finance Ltd. 8.45% Senior Secured Bonds due 2012 (b) A brief statement of the facts relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under any such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indentures. The trustee does not believe there is a default under the outstanding indenture securities. The ranking of the securities to be issued under this indenture will rank pari passu with the securities issued and outstanding under such other indentures. ITEM 5 through ITEM 15. Not applicable. ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as part of this statement of eligibility. Exhibit 1 -Copy of the Organization Certificate of the Trustee as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 333-6688). Exhibit 2 - Copy of the Certificate of Authority of the Trustee to commerce business. (Exhibit 2 to T-1 to Registration Statement No. 333-6688). Exhibit 3 - None; authorization to exercise corporate trust powers is contained in the documents identified above as Exhibit 1 and 2. Exhibit 4 -Copy of the existing By-Laws of the Trustee.(Exhibit 4 to T-1 to Registration Statement No. 333-6688). Exhibit 5 -A copy of each indenture referred to in Item 4, if the obligor is in default. Not Applicable. Exhibit 6 -The consent of the Trustee required by Section 321 (b) of the Trust Indenture Act of 1939.(Exhibit 6 to T-1 to Registration Statement No. 333-27685). Exhibit 7 - Copy of the latest Report of Condition of the Trustee as of March 31, 2002 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, The Bank of Nova Scotia 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 3rd day of June, 2002. THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK By: /s/John F. Neylan --------------------------------------- John F. Neylan Secretary The Bank of Nova Scotia Trust Company of New York Legal Title of Bank New York City New York 10006 State Zip Code FDIC Certificate Number Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for March 31, 2002 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC-Balance Sheet
Dollar Amounts in Thousands RCON Bil Mil Thou --------------------------------------- ASSETS. 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin 1 .......................... 0081 660 1.a. b. Interest-bearing balances 2 ................................................... 0071 1770 1.b. 2. Securities a. Held to maturity securities (from Schedule RC-B, column A) .................... 1764 1217 2.a. b. Available-for-sale securities (from Schedule RC-B, column D) .................. 1773 0 2.b. 3. Federal funds sold and securities purchased under agreements to resell: a. Federal funds sold ............................................................ B987 0 3.a. b. Securities purchased under agreements to resell 3 ............................. B989 13000 3.b. 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale ................................................ 5369 0 4.a. b Loans and leases, net of unearned income .................................. B528 0 4.b. c. LESS: Allowance for loan and lease losses ................................ 3123 0 4.c. d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) B529 0 4.d. ..................... 5. Trading assets (from Schedule RC-D)............................................... 3545 0 5. 6. Premises and fixed assets (including capitalized leases) ......................... 2145 0 6. 7. Other real estate owned (from Schedule RC-M) ..................................... 2150 0 7. 8. Investments in unconsolidated subsidiaries and associated companies (from 2130 0 8. Schedule RC-M) 9. Customers' liability to this bank on acceptances outstanding ..................... 2155 0 9. 10. Intangible assets: a. Goodwill ...................................................................... 3163 0 10.a. b. Other intangible assets (from Schedule RC-M) .................................. 0426 0 10.b. 11. Other assets (from Schedule RC-F) ................................................ 2160 143 11. 12. Total assets (sum of items 1 through 11) ......................................... 2170 16790 12.
1. Includes cash items in process of collection and unposted debits. 2. Includes time certificates of deposit not held for trading. 3. Includes all securities resale agreements, regardless of maturity. Schedule RIC-Continued
Dollar Amounts in Thousands RCON Bil Mil Thou ------------------------------------------ LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) ... 2200 3392 13.a. (1) Noninterest-bearing 1............................... 8631 3361 13.a.(1) (2) Interest bearing ................................... 8636 31 13.a.(2) b . Not applicable 14. Federal funds purchased and securities sold under agreements to repurchase a. Federal funds purchased 2 ................................................... B993 0 14.a. b. Securities sold under agreements to repurchase 3 ............................. B995 0 14.b. 15. Trading liabilities (from Schedule RC-D) ........................................ 3548 0 15. 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) ........................................ 3190 0 16. 17. Not applicable 18 Bank's liability on acceptances executed and outstanding ........................ 2920 0 18. 19 Subordinated notes and debentures 4 ............................................. 3200 0 19. 20. Other liabilities (from Schedule RC-G) .......................................... 2930 228 20. 21. Total liabilities (sum of items 13 through 20)................................... 2948 3620 21. 22 Minority interest in consolidated subsidiaries .................................. 3000 0 22. EQUITY CAPITAL 23. Perpetual preferred stock and related surplus ................................... 3838 0 23. 24. Common stock .................................................................... 3230 1000 24. 25. Surplus (exclude all surplus related to preferred stock) ........................ 3839 10030 25. 26. a. Retained earnings ........................................................... 3632 2140 26.a. b Accumulated other comprehensive income 5 ..................................... B530 0 26.b. 27. Other equity capital components 6 ............................................... A130 0 27. 28. Total equity capital (sum of items 23 through 27) ............................... 3210 13170 28. 29. Total liabilities, minority interest, and equity capital (sum of Items 21, 22, 3300 16790 29. and 28) ......................................................................... ------------------------------------------ Memorandum TO BE REPORTED WITH THE MARCH REPORT OF CONDITION. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2001 ................................................. RCON Number M.1 6724 1 1 = Independent audit of the bank conducted in accordance with 5 = Directors' examination of the bank performed by other generally accepted auditing standards by a certified public external auditors (may be required by state chartering accounting firm which submits a report on the bank authority) 2 = Independent audit of the bank's parent holding company 6 = Review of the bank's financial statements by external concluded in accordance with generally accepted auditing auditors standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank management's assertion on the 7 = Compilation of the bank's financial statements by effectiveness of the bank's internal control over financial external auditors reporting by a certified public accounting firm 4 = Directors examination of the bank conducted in accordance 8 = Other audit procedures (excluding tax preparation work) with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 9 = No external audit work
1. Includes total demand deposits and noninterest-bearing time and savings deposits. 2. Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "Other borrowed money." 3. Includes all securities repurchase agreements, regardless of maturity. 4. Includes limited life preferred stock and related surplus. 5. Includes not unrealized holding gains (losses) on available-for-sale securities accumulated net gains (losses) on cash flow hedges, and minimum pension liability adjustments. 6. Includes treasury stock and unearned Employee Stock Ownership Plan shares.