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Exhibit 4.12.2
CERTIFICATE OF TRUST
OF
SUNOCO CAPITAL II
This Certificate of Trust of Sunoco Capital II (the "Trust"), dated
June 28, 2000, is being duly executed and filed by the undersigned, as trustees,
to form a business trust under the Delaware Business Trust Act (12 Del. C. (S)
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3801, et seq.) (the "Act").
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1. Name. The name of the business trust formed by this Certificate
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of Trust is Sunoco Capital II.
2. Delaware Trustee. The name and business address of the trustee
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of the Trust with its principal place of business in the State of Delaware is
Bankers Trust (Delaware), E. A. Delle Donne Corporate Center, Montgomery
Building, 1011 Centre Road, Suite 200, Wilmington, New Castle County, Delaware
19805-1266.
3. Effective Date. This Certificate of Trust shall be effective
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upon filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust,
have executed this Certificate of Trust in accordance with Section 3811(a)(1) of
the Act.
BANKERS TRUST COMPANY,
not in its individual capacity but solely as trustee
By: /s/ CHRISTOPHER LEW
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Name: Christopher Lew
Title: Associate
BANKERS TRUST (DELAWARE),
not in its individual capacity but solely as trustee
By: /s/ M. LISA WILKINS
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Name: M. Lisa Wilkins
Title: Assistant Vice President
PAUL A. MULHOLLAND
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not in his/her individual capacity, but solely as
trustee
/s/ PAUL A. MULHOLLAND
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