EXHIBIT 10.1
------------
SECOND AMENDING AGREEMENT
-------------------------
THIS AGREEMENT is made as of July 14, 2006
BETWEEN:
NEXEN INC., a corporation subsisting under the laws of Canada
("NEXEN"),
OF THE FIRST PART,
-and-
NEXEN HOLDINGS U.S.A. INC., a corporation subsisting under the
laws of Delaware (the "U.S. BORROWER"),
OF THE SECOND PART,
-and-
NEXEN PETROLEUM U.K. LIMITED, a company subsisting under the
laws of England and Wales (the "U.K. BORROWER"),
OF THE THIRD PART,
-and-
THE FINANCIAL INSTITUTIONS SET FORTH ON THE SIGNATURE PAGES
HEREOF UNDER THE HEADING "LENDERS:" (hereinafter referred to
collectively as the "LENDERS" and individually as a "LENDER"),
OF THE FOURTH PART,
- and -
THE TORONTO-DOMINION BANK, a Canadian chartered bank, as agent
of the Canadian Facility Lenders (hereinafter referred to as
the "CANADIAN AGENT"),
OF THE FIFTH PART,
- and-
- 2 -
TORONTO DOMINION (TEXAS) LLC, as agent of the U.S. Facility
Lenders hereunder,
OF THE SIXTH PART,
- and -
THE TORONTO-DOMINION BANK, LONDON BRANCH, as agent of the U.K.
Facility Lenders hereunder,
OF THE SEVENTH PART.
WHEREAS the Borrowers and the Agents entered into the Credit
Agreement with the Lenders party thereto (the "INITIAL LENDERS") on July 22,
2005;
AND WHEREAS the parties hereto have agreed to increase the
Total Commitment to U.S. $3,000,000,000 and the maximum principal amount of the
Canadian Facility to U.S.$3,000,000,000;
AND WHEREAS certain of the Initial Lenders have agreed to
increase their Commitments;
AND WHEREAS Export Development Canada, Caisse de depot et
placement du Quebec, Fortis Capital (Canada) Ltd., Fortis Capital Corp., FORTIS
Bank S.A./N.V., Societe Generale (Canada Branch), Societe Generale, Societe
Generale Paris, ▇▇ ▇▇▇▇▇▇ centrale ▇▇▇▇▇▇▇▇▇▇ du Quebec and Sumitomo Mitsui
Banking Corporation of Canada (collectively, the "NEW LENDERS") have agreed to
provide additional Commitments and to become Lenders in accordance with the
terms of the Credit Agreement;
AND WHEREAS the Lenders have agreed to increase the limit on
the maximum Outstanding Principal of Letters of Credit under the Canadian
Facility to U.S.$1,500,000,000;
AND WHEREAS the existing Fronting Lenders have agreed to
increase their Fronting Limits and HSBC Bank Canada and Societe Generale
(Canada Branch) have agreed to become Fronting Lenders;
AND WHEREAS the Lenders have agreed to certain amendments to
the Applicable Pricing Rate, the Maturity Date of the Credit Facilities and the
Maturity Date extension provisions set forth in Section 2.19 of the Credit
Agreement;
AND WHEREAS such amendments and supplements require the
agreement of all of the Lenders;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby conclusively
acknowledged by each of the parties hereto, the parties hereto covenant and
agree as follows:
- 3 -
1. INTERPRETATION
1.1. In this Agreement and the recitals hereto, unless something in the
subject matter or context is inconsistent therewith:
"AGREEMENT" means this agreement, as amended, modified, supplemented or
restated from time to time.
"CREDIT AGREEMENT" means the credit agreement made as of July 22, 2005 between
Nexen, the U.S. Borrower, the U.K. Borrower, the Initial Lenders, the Canadian
Agent, the U.S. Agent and the U.K. Agent, as amended by a First Amending
Agreement made as of November 29, 2005.
1.2. Capitalized terms used herein without express definition shall have the
same meanings herein as are ascribed thereto in the Credit Agreement.
1.3. The division of this Agreement into Sections and the insertion of
headings are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement. The terms "this Agreement",
"hereof", "hereunder" and similar expressions refer to this Agreement and not
to any particular Section or other portion hereof and include any agreements
supplemental hereto.
1.4. This Agreement shall be governed by and construed in accordance with
the laws of the Province of Alberta and the federal laws of Canada applicable
therein.
1.5. Schedule A (Lenders and Commitments) annexed hereto is incorporated by
reference and shall be deemed to be part hereof.
2. ADDITION OF NEW LENDERS; REVISED COMMITMENTS; INCREASE TO CANADIAN
FACILITY AND TOTAL COMMITMENT
2.1. NEW LENDERS. The parties hereto hereby confirm and agree that, from and
after the date hereof, the New Lenders shall each be a Lender (being a Canadian
Facility Lender, U.S. Facility Lender and/or U.K. Facility Lender if identified
as such on Schedule A annexed hereto) for all purposes of the Credit Agreement
and the other Documents and all references therein to "Lenders" or a "Lender"
shall be deemed to include the New Lenders.
2.2. REVISED COMMITMENTS. The parties hereto confirm and agree that, from
and after the date hereof, the Canadian Facility Commitment, U.K. Facility
Commitment and U.S. Facility Commitment of each Lender shall be the Canadian
Facility Commitment, U.K. Facility Commitment and U.S. Facility Commitment set
forth opposite such Lender's name in Schedule A annexed hereto and the Total
Lender Commitment of each Lender and Affiliates thereof which are also Lenders
shall be the amount of United States Dollars set forth opposite the name of
such Lender or, if applicable, the names of such Lender and its Affiliates in
Schedule A annexed hereto in the column with the heading "Total Lender
Commitment".
2.3. HSBC AND SOCGEN AS FRONTING LENDERS; REVISED FRONTING LIMITS. The
parties hereto confirm and agree that, from and after the date hereof, HSBC
Bank Canada and Societe Generale (Canada Branch) shall be Fronting Lenders. The
parties hereto hereby further confirm and agree
- 4 -
that, from and after the date hereof, the Fronting Limit of each Fronting
Lender shall be the Fronting Limit set opposite the name of such Fronting
Lender in Schedule A annexed hereto.
2.4. REVISED SCHEDULE A. To evidence and give effect to the foregoing, from
and after the date hereof, the existing Schedule A to the Credit Agreement is
hereby deleted in its entirety and the new Schedule A annexed hereto is
substituted therefor.
2.5. INCREASED MAXIMUM AMOUNT OF CANADIAN FACILITY AND TOTAL COMMITMENT. The
existing definition of "Canadian Facility" in Section 1.1 of the Credit
Agreement is hereby amended to delete "U.S.$2,000,000,000" as it appears on the
second line thereof and to substitute therefor "U.S.$3,000,000,000". The
parties hereto hereby confirm and agree that, from and after the date hereof,
the maximum amount of the Canadian Facility is hereby increased to
U.S.$3,000,000,000 from U.S.$2,000,000,000 and confirm and agree that, as of
the date hereof, the Total Commitment is increased to U.S.$3,000,000,000 from
U.S.$2,000,000,000.
3. CERTAIN OTHER AMENDMENTS AND SUPPLEMENTS
3.1. AMENDMENTS TO APPLICABLE PRICING RATE. The existing table in the
definition of "Applicable Pricing Rate" contained in Section 1.1 of the Credit
Agreement is hereby deleted in its entirety and the following new table is
substituted therefor:
-----------------------------------------------------------------------------------------------------------------------------
MARGIN ON CANADIAN MARGIN ON LIBOR
PRIME RATE LOANS, LOANS AND GBP LIBOR
U.S. BASE RATE LOANS, LOANS, ACCEPTANCE
U.S. PRIME RATE FEES FOR BANKERS'
LOANS, GBP CALL RATE ACCEPTANCES AND
LOANS AND ISSUANCE FEES FOR STANDBY FEE ON
▇▇▇▇▇'▇ S&P USD CALL RATE LOANS LETTERS OF CREDIT CREDIT FACILITIES
-----------------------------------------------------------------------------------------------------------------------------
A2 or higher A or higher 0.0% per annum 0.35% per annum 0.09% per annum
-----------------------------------------------------------------------------------------------------------------------------
A3 A- 0.0% per annum 0.40% per annum 0.10% per annum
-----------------------------------------------------------------------------------------------------------------------------
Baa1 BBB+ 0.0% per annum 0.475% per annum 0.11% per annum
-----------------------------------------------------------------------------------------------------------------------------
Baa2 BBB 0.0% per annum 0.525% per annum 0.125% per annum
-----------------------------------------------------------------------------------------------------------------------------
Baa3 BBB- 0.0% per annum 0.725% per annum 0.16% per annum
-----------------------------------------------------------------------------------------------------------------------------
below Baa3 or if not below BBB- or if not 0.0% per annum 0.95% per annum 0.18% per annum
rated by ▇▇▇▇▇'▇ rated by S&P
-----------------------------------------------------------------------------------------------------------------------------
In addition, subparagraph (a) of the proviso to the definition of "Applicable
Pricing Rate" is hereby deleted in its entirety and the following is
substituted therefor:
"(a) the above rates per annum applicable to Libor Loans and GBP
Libor Loans, the acceptance fees for Bankers' Acceptances and
the issuance fees for Letters of Credit shall each increase (as
applicable) by 0.075% per annum under a Credit Facility if and
for so long as the Outstanding Principal under such Credit
Facility exceeds 50% of the amount of such Credit Facility; in
addition, if and for so long as the above rate per annum has
been increased to 1.025% per annum for Libor Loans in
accordance with the foregoing, the above rate per annum
applicable to Canadian Prime Rate Loans, U.S. Base Rate Loans,
- 5 -
U.S. Prime Rate Loans, GBP Call Rate Loans and USD Call Rate
Loans under a Credit Facility shall be 0.025% per annum;".
3.2. EXTENSION OF MATURITY DATE. The existing definition of "Maturity Date"
in Section 1.1 of the Credit Agreement is hereby amended to delete "July 22,
2010" as it appears on the first and second lines of such definition and to
substitute therefor "July 22, 2011".
3.3. AMENDMENT TO LETTERS OF CREDIT MAXIMUM LIMIT. Each of Section 2.2(1)
and Section 7.1 of the Credit Agreement is hereby amended by deleting
"U.S.$1,000,000,000" where it appears in such Section and, in each case,
substituting "U.S.$1,500,000,000" therefor.
3.4. NON-LC LENDERS. Section 1.1 of the Credit Agreement is hereby amended
to add the following new definition after the definition of "Non-Extending
Lender" and before the definition of "Non-Recourse Assets":
""NON-LC LENDER" means a Canadian Facility Lender (a) which
does not issue letters of credit in the ordinary course of its
business or which is prohibited by applicable laws from issuing
letters of credit and (b) which has notified the Agent and the
Borrower that it shall be a "Non-LC Lender" hereunder.".
In addition, Section 7.4 of the Credit Agreement is hereby amended to add the
following new Section 7.4(4):
"(4) Notwithstanding any other provision hereof to the
contrary, Nexen shall not request the issuance of or be
entitled to have the Canadian Facility Lenders issue any POA LC
hereunder, except with the prior written consent of each Non-LC
Lender as at the date of any such issuance. The provisions of
the first sentence of this Section 7.4(4) shall be of no
further force and effect from and after the date upon which the
Canadian Agent notifies Nexen and the Canadian Facility Lenders
that there are no Non-LC Lenders.".
3.5. AMENDMENT OF EXTENSION PROVISIONS. Section 2.19 of the Credit Agreement
is hereby amended:
(a) by deleting the phrase "by one year" in Section 2.19(1)(a) and
substituting therefor "by one or more years (or any portion
thereof)";
(b) by deleting Section 2.19(2) thereof in its entirety and
substituting the following therefor:
"(2) Nexen may, once in each calendar year, by delivering to
the Canadian Agent an executed Extension Request, request the
Requested Lenders to extend the Maturity Date applicable to
such Lenders by one or more years (or any portion thereof);
provided that: (a) such request may not be made more than 90
days or less than 60 days before the anniversary of the date
hereof in such calendar year; and (b) the Maturity Date, if
extended in accordance herewith and therewith, shall not be
later than five (5) years after such anniversary date.";
- 6 -
(c) by deleting the phrase "extension of the current Maturity Date
applicable to it by one year" as it appears on the fifth and
sixth lines of Section 2.19(3) and substituting therefor
"requested extension of the current Maturity Date applicable to
it"; and
(d) by deleting the phrase "by one year" as it appears on the
second line of Section 2.19(4) and substituting therefor "in
accordance with the Extension Request".
3.6. LIMIT ON FURTHER INCREASES IN TOTAL COMMITMENT. Section 2.23(b) of the
Credit Agreement is hereby amended by deleting "U.S.$2,300,000,000" where it
appears in such Section and substituting "U.S.$3,300,000,000" therefor.
3.7. CONFORMING AMENDMENT GIVEN REPEAL OF PUHCA. The existing Section 9.1(o)
of the Credit Agreement is hereby deleted in its entirety and the following new
Section 9.1(o) is substituted therefor:
"(o) INVESTMENT COMPANY STATUS
At any time when any of the Total Commitment has been
allocated to the U.S. Facility, neither Nexen nor any
of its Restricted Subsidiaries is an "investment
company" as defined in, or subject to regulation under,
the INVESTMENT COMPANY ACT of 1940.".
4. NOVATION OF NEW LENDERS
Each of the New Lenders hereby agrees that it will be bound by the
Credit Agreement and the other Documents as a Lender to the extent of its
respective Commitments as fully as if it had been an original party to the
Credit Agreement.
5. THE AGENTS
Without in any way limiting the other provisions hereof, each of the
New Lenders irrevocably appoints and authorizes each Agent to take such action
as agent on its behalf and to exercise such powers under the Credit Agreement
and the other Documents as are delegated to such Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, all in
accordance with the provisions of the Credit Agreement.
6. CONSENT OF FRONTING LENDERS AND AGENTS
Each of the Fronting Lenders and the Agents hereby consents to the
addition and novation of the New Lenders into the Credit Agreement as Lenders
and agrees to recognize the New Lenders as Lenders under the Credit Agreement
as fully as if the New Lenders had been original parties to the Credit
Agreement
7. FUNDING OF LOANS TO REFLECT REVISED COMMITMENTS
7.1. FUNDING OF OUTSTANDING LOANS. In order to give effect to the foregoing,
upon the satisfaction of the conditions precedent set forth below, the Lenders
hereby agree to take all steps and actions and execute and deliver all
- 7 -
agreements, instruments and other documents as may be required by the Agents or
any of the Lenders (including the assignment of interests in, or the purchase
of participations in, existing Loans) to give effect to the foregoing increase
in the Canadian Facility and revised Commitments and to ensure that the
aggregate Obligations owing to each Lender under a Credit Facility are
outstanding in proportion to each Lender's Rateable Portion of all outstanding
Obligations under such Credit Facility after giving effect to such increase and
revised Commitments; provided that, the foregoing provisions of this Section
7.1 shall not apply to Swingline Loans or Libor Loans outstanding on the date
hereof (such Swingline Loans being subject to and being dealt with pursuant to
Section 2.22 of the Credit Agreement and such Libor Loans being subject to and
dealt with pursuant to Section 7.2 hereof).
7.2. OUTSTANDING LIBOR LOANS.
(a) The parties hereby acknowledge that, on the date hereof, Libor
Loans having Interest Periods ending after the date hereof are
outstanding (the "OUTSTANDING LIBOR LOANS"). Notwithstanding
any provision of the Credit Agreement or this Agreement to the
contrary, until the expiry of the applicable Interest Periods,
the New Lenders and the Initial Lenders which are increasing
their respective Canadian Facility Commitments shall not (in
the case of such Initial Lenders with respect to the increased
amounts of their respective Canadian Facility Commitments) have
any right, title, benefit or interest in or to any Outstanding
Libor Loans nor any obligation or liability to the other
Lenders in respect thereof.
(b) From time to time, as the Interest Periods of the Outstanding
Libor Loans expire and Rollovers and Conversions are made by
the Borrower in respect thereof, each of the Canadian Facility
Lenders shall participate in the Loans effecting such Rollovers
and Conversions to the full extent of its revised Canadian
Facility Commitment after giving effect to the provisions of
this Agreement.
7.3. OUTSTANDING FRONTED LCS. Without limiting the other provisions hereof
or of the Credit Agreement, and for greater certainty, each of the Canadian
Facility Lenders hereby acknowledges and agrees that it shall indemnify each of
the Fronting Lenders for its Rateable Portion of any Fronted LCs outstanding on
the date hereof based upon its revised Canadian Facility Commitments after
giving effect to the provisions of this Agreement (to the extent Nexen fails to
reimburse or indemnify the applicable Fronting Lender in accordance with the
Credit Agreement). Each of the Canadian Facility Lenders shall be entitled to
its Rateable Portion (based upon its revised Canadian Facility Commitments
after giving effect to the provisions of this Agreement) of any fees previously
paid or to be paid pursuant to Section 7.9(1) of the Credit Agreement in
respect of such outstanding Fronted LCs for the period from and after the date
hereof until the expiry date of such Fronted LCs and the Canadian Facility
Lenders hereby agree to take all steps and actions and execute and deliver all
agreements, instruments and other documents as may be required by the Canadian
Agent or any of the Canadian Facility Lenders to give effect to the foregoing.
- 8 -
8. REPRESENTATIONS AND WARRANTIES
8.1. REPRESENTATIONS OF EACH BORROWER. Each Borrower hereby represents and
warrants as follows to each Lender and each Agent and acknowledges and confirms
that each Lender and each Agent is relying upon such representations and
warranties:
(a) EXISTENCE AND GOOD STANDING
It is a corporation validly existing and in good standing under
the laws of its jurisdiction of incorporation; it is duly
registered in all other jurisdictions where the nature of its
property or character of its business requires registration,
except for jurisdictions where the failure to be so registered
or qualified would not have a Material Adverse Effect, and has
all necessary corporate power and authority to own its
properties and carry on its business as presently carried on.
(b) AUTHORITY; VALID AUTHORIZATION AND EXECUTION
It has full power, legal right and authority to enter into this
Agreement and do all such acts and things as are required by
this Agreement to be done, observed or performed, in accordance
with the terms hereof. It has taken all necessary corporate
action of its directors and shareholders to authorize the
execution, delivery and performance of this Agreement and to
observe and perform the provisions hereof in accordance with
the terms herein contained.
(c) VALIDITY OF AGREEMENT - NON-CONFLICT
None of the authorization, execution or delivery of this
Agreement or performance of any obligation pursuant hereto
requires or will require, pursuant to applicable law now in
effect, any approval or consent of any Governmental Authority
having jurisdiction (except such as has already been obtained
and are in full force and effect) nor is in conflict with or
contravention of any of its incorporation or charter documents,
articles or by-laws or resolutions of directors or shareholders
or, so far as it is aware after due inquiry, the provisions of
any indenture, instrument, undertaking or other agreement to
which it is a party or by which it or its properties or assets
are bound, the contravention of which agreement would
reasonably be expected to have a Material Adverse Effect. This
Agreement when executed and delivered will constitute valid and
legally binding obligations of it, enforceable against it in
accordance with its terms, subject to applicable bankruptcy,
insolvency and other laws of general application limiting the
enforceability of creditors' rights and to the fact that
equitable remedies are only available in the discretion of the
court.
8.2. NEXEN REPRESENTATIONS. Nexen hereby represents and warrants as follows
to each Lender and each Agent and acknowledges and confirms that each Lender
and each Agent is relying on such representations and warranties:
- 9 -
(a) CREDIT AGREEMENT REPRESENTATIONS AND WARRANTIES
Each of the representations and warranties of the Borrowers set
forth in Section 9.1 of the Credit Agreement is true and
accurate in all material respects as of the date hereof.
(b) NO DEFAULT
No Default or Event of Default has occurred or is continuing.
8.3. SURVIVAL. The representations and warranties set out in this Agreement
shall survive the execution and delivery of this Agreement and the making of
each Drawdown, notwithstanding any investigations or examinations which may be
made by or on behalf of the Agents, the Lenders or Lenders' Counsel. Such
representations and warranties shall survive until the Credit Agreement has
been terminated.
9. CREDIT DECISION
Each of the New Lenders and each of the other Lenders acknowledges to
each Agent that such Lender has itself been, and will continue to be, solely
responsible for making its own independent appraisal of and investigations into
the financial condition, creditworthiness, condition, affairs, status and
nature of the Borrowers and their Subsidiaries, all of the matters and
transactions contemplated herein and in the Credit Agreement and other
Documents and all other matters incidental to the Credit Agreement and the
other Documents. Each of the New Lenders and each of the other Lenders confirms
with each Agent that it does not rely, and it will not hereafter rely, on any
Agent:
(a) to check or inquire on its behalf into the adequacy, accuracy
or completeness of any information provided by the Borrowers,
their Subsidiaries or any other person under or in connection
with the Credit Agreement and other Documents or the
transactions therein contemplated (whether or not such
information has been or is hereafter distributed to the New
Lenders or another Lender by an Agent); or
(b) to assess or keep under review on its behalf the financial
condition, creditworthiness, condition, affairs, status or
nature of the Borrowers and their Subsidiaries.
Each of the New Lenders acknowledges to each Agent that copies of the
Credit Agreement and this Agreement (including copies of the respective
Schedules) have been made available to it for review and further acknowledges
and agrees that it has received copies of such other Documents and such other
information that it has requested for the purposes of its investigation and
analysis of all matters related to this Agreement, the Credit Agreement, the
other Documents and the transactions contemplated hereby and thereby. Each of
the New Lenders acknowledges to each Agent that it is satisfied with the form
and substance of the Credit Agreement and the other Documents.
- 10 -
10. CONDITIONS PRECEDENT
The amendments and supplements to the Credit Agreement contained herein
shall be effective upon, and shall be subject to, the satisfaction of the
following conditions precedent:
(a) all fees previously agreed in writing between Nexen or the
other Borrowers and each of the Lenders shall be paid by Nexen
to the Lenders;
(b) each Borrower shall have delivered to the Canadian Agent a
current certificate of compliance, status or good standing, as
the case may be, in respect of its jurisdiction of
incorporation;
(c) each Borrower shall have delivered to the Canadian Agent
certified copies of its articles, by-laws or other constating
documents (or certification that the same have not changed
since July 22, 2005 and remain in full force and effect) and
the resolutions authorizing its execution and delivery of this
Agreement and an Officer's Certificate as to the incumbency of
its officers or directors signing this Agreement;
(d) the Agents and the Lenders shall have received a legal opinion
from each of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, (ii) ▇▇▇▇▇▇ ▇▇▇▇ and (iii)
▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, each in form and
substance satisfactory to the Canadian Agent and Lenders'
Counsel, each acting reasonably;
(e) no Default or Event of Default shall have occurred and be
continuing and Nexen shall have delivered to the Canadian Agent
an Officer's Certificate confirming the same; and
(f) no material adverse change in the business, affairs, assets,
properties, operations or condition, financial or otherwise, of
Nexen and its Subsidiaries taken as a whole shall have occurred
since December 31, 2005 and Nexen shall have delivered to the
Canadian Agent an Officer's Certificate confirming the same.
The foregoing conditions precedent are inserted for the sole benefit of the
Lenders and the Agents and may be waived in writing by the Lenders, in whole or
in part (with or without terms and conditions).
11. CONFIRMATION OF CREDIT AGREEMENT AND OTHER DOCUMENTS
The Credit Agreement and the other Documents, including, for certainty,
the Nexen Guarantee, and all covenants, terms and provisions thereof, except as
expressly amended and supplemented by this Agreement, shall be and continue to
be in full force and effect and the Credit Agreement as amended and
supplemented by this Agreement and each of the other Documents, including, for
certainty, the Nexen Guarantee, is hereby ratified and confirmed and shall from
and after the date hereof continue in full force and effect, in the case of the
Credit Agreement as herein amended and supplemented, with such amendments and
supplements being effective as of the date hereof upon satisfaction of the
conditions precedent set forth in Section 10 hereof.
- 11 -
12. FURTHER ASSURANCES
The parties hereto shall from time to time do all such further acts and
things and execute and deliver all such documents as are required in order to
effect the full intent of and fully perform and carry out the terms of this
Agreement.
13. ENUREMENT
This Agreement shall enure to the benefit of and shall be binding upon
the parties hereto and their respective successors and permitted assigns.
14. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which taken together shall
be deemed to constitute one and the same instrument, and it shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart. Such executed counterparts may be delivered by facsimile
or electronic mail transmission and, when so delivered, shall constitute a
binding agreement of the parties hereto.
[the remainder of this page has been intentionally left blank]
- 12 -
IN WITNESS WHEREOF the parties hereto have executed this Agreement.
NEXEN INC.
By: /s/ Una Power
-------------------------------
Name: Una Power
Title: Treasurer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
and CFO
NEXEN HOLDINGS U.S.A. INC.
By: /s/ Una Power
-------------------------------
Name: Una Power
Title: Treasurer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
and CFO
NEXEN PETROLEUM U.K. LIMITED
By: /s/ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇. ▇▇▇▇▇▇
Title: Managing Director
By: /s/ A. O'Brien
-------------------------------
Name: A. O'Brien
Title: Secretary
- 13 -
LENDERS:
THE TORONTO-DOMINION BANK
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President & Director
Corporate Credit
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Associate
TORONTO DOMINION (TEXAS) LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
By: /s/
-------------------------------
Name:
Title:
TD BANK EUROPE LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President & Director
By: /s/
-------------------------------
Name:
Title:
- 14 -
BNP PARIBAS (CANADA)
By: /s/ ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Director
BNP PARIBAS,
ACTING THROUGH ITS HOUSTON AGENCY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
BNP PARIBAS, LONDON BRANCH
By: /s/ ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
by Power of Attorney
Title: Director
By:
-------------------------------
Name:
Title:
- 15 -
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
CIBC, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Director
CIBC World _____ Corp.
Authorized Signatory
CIBC, Inc.
CANADIAN IMPERIAL BANK OF COMMERCE,
LONDON BRANCH
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Executive Director
By:
-------------------------------
Name:
Title:
- 16 -
ROYAL BANK OF CANADA
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Attorney-in-Fact
By:
-------------------------------
Name:
Title:
ROYAL BANK OF CANADA,
ACTING THROUGH A NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Attorny-in-Fact
By:
-------------------------------
Name:
Title:
ROYAL BANK OF CANADA,
LONDON BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Attorny-in-Fact
By:
-------------------------------
Name:
Title:
- ▇▇ -
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇ BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇
Title: Vice President
By:
-------------------------------
Name:
Title:
BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
By:
-------------------------------
Name:
Title:
BANK OF AMERICA, N.A., LONDON BRANCH
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
By:
-------------------------------
Name:
Title:
- ▇▇ -
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇▇ BRANCH
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director and
Principal Officer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
DEUTSCHE BANK AG, NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
DEUTSCHE BANK AG, LONDON BRANCH
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Director
- 19 -
EXPORT DEVELOPMENT CANADA
By: /s/ ▇▇▇▇▇▇▇ Gingros
-------------------------------
Name: ▇▇▇▇▇▇▇ Gingros
Title: Financial Manager
By: /s/ Yves L'Heureux
-------------------------------
Name: Yves L'Heureux
Title: Manager
- 20 -
CITIBANK, N.A., CANADIAN BRANCH
By: /s/ signature illegible
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
CITIBANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
By:
-------------------------------
Name:
Title:
CITIBANK, N.A., LONDON BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
By:
-------------------------------
Name:
Title:
- 21 -
BANK OF TOKYO-MITSUBISHI UFJ (CANADA)
By: /s/ [SIGNATURE ILLEGIBLE]
-------------------------------
Name:
Title:
By: /s/ Y. Molooka
-------------------------------
Name: Y. Molooka
Title: Executive Vice President
and General Manager
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
HOUSTON AGENCY
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President & Manager
By:
-------------------------------
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇. ▇. ▇▇▇▇▇▇▇▇
Title: Deputy General Manager
By:
-------------------------------
Name:
Title:
- 22 -
THE BANK OF NOVA SCOTIA
By: /s/ ▇▇▇▇▇▇ Mueiler
-------------------------------
Name: ▇▇▇▇▇▇ Mueiler
Title: Associate
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Director
THE BANK OF NOVA SCOTIA,
ATLANTA AGENCY
By: /s/ M. D. ▇▇▇▇▇
-------------------------------
Name: M. D. ▇▇▇▇▇
Title: Agent Operations
By:
-------------------------------
Name:
Title:
SCOTIABANK EUROPE PLC
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇. ▇. ▇▇▇▇▇▇▇▇
Title: Director
By: /s/ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇. ▇▇▇▇▇▇▇▇
Title: Associate
- 23 -
BANK OF MONTREAL
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇.▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
By:
-------------------------------
Name:
Title:
BANK OF MONTREAL, CHICAGO BRANCH
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
By:
-------------------------------
Name:
Title:
BANK OF MONTREAL, LONDON BRANCH
By: /s/ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇. ▇▇▇▇▇
Title: Director
By:
-------------------------------
Name:
Title:
- 24 -
WACHOVIA CAPITAL FINANCE CORPORATION
(CANADA)
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
By:
-------------------------------
Name:
Title:
WACHOVIA BANK N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
By:
-------------------------------
Name:
Title:
WACHOVIA BANK N.A., LONDON BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
By:
-------------------------------
Name:
Title:
- 25 -
HSBC BANK CANADA
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Associate Director
By: /s/ ▇▇▇▇▇ ▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Relationship Manager
HSBC BANK USA, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Regional Relationship Manager
Corporate Banking Multinationals
Team
By:
-------------------------------
Name:
Title:
HSBC BANK PLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Director
By:
-------------------------------
Name:
Title:
- ▇▇ -
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
- 27 -
FORTIS CAPITAL (CANADA) LTD.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
By:
-------------------------------
Name:
Title:
FORTIS CAPITAL CORP.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
FORTIS BANK S.A./N.V.
By: /s/ D. Byang
-------------------------------
Name: D. Byang
Title: Director
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇.▇. ▇▇▇▇▇▇▇▇
Title: Director
- 28 -
SOCIETE GENERALE (CANADA BRANCH)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
SOCIETE GENERALE
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
By:
-------------------------------
Name:
Title:
SOCIETE GENERALE PARIS
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Deputy U.K. Chief
Country Officer
By:
-------------------------------
Name:
Title:
- 29 -
ALBERTA TREASURY BRANCHES
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
Energy Banking
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Account Manager
Energy Banking
- ▇▇ -
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Manager
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
- ▇▇ -
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
By:
-------------------------------
Name:
Title:
- ▇▇ -
▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ BRANCH
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Principal Officer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director, Corporate Finance
▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ BRANCH
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Principal Officer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director, Corporate Finance
▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ BRANCH
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Principal Officer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director, Corporate Finance
- 33 -
AGENTS:
THE TORONTO-DOMINION BANK,
IN ITS CAPACITY AS THE CANADIAN AGENT
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President, Loan
Syndications - Agency
By:
-------------------------------
Name:
Title:
TORONTO DOMINION (TEXAS) LLC,
IN ITS CAPACITY AS THE U.S. AGENT
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
By:
-------------------------------
Name:
Title:
THE TORONTO-DOMINION BANK,
LONDON BRANCH
IN ITS CAPACITY AS THE U.K. AGENT
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
By:
-------------------------------
Name:
Title:
