Marketing Agreement Amended. Subject to and in accordance with the terms of this Amended and Restated Amending Agreement, the Marketing Agreement is hereby amended by: (a) deleting the provisions included under the heading “TERM” on page 1 of the Marketing Agreement in their entirety and replacing them with the following: “April 1, 2021 to the earlier of: (a) April 1, 2026; and (b) in the event of a default (as contemplated by Section 4 of the attached General Terms) on the Early Termination Date as therein defined; provided that if at the Early Termination Date Buyer has provided, or agreed to provide, credit to Seller or an affiliate thereof, or Seller or an affiliate thereof otherwise has any Obligations1 to Buyer, then the Early Termination Date shall automatically be extended to the first date thereafter on which Buyer no longer provides, nor has agreed to provide, credit to Seller or any affiliate thereof and any and all Obligations of Seller or affiliate thereof to Buyer have been repaid in full on the terms and conditions thereof.” (b) deleting the following provision included under the heading “PURCHASE PRICE” on page 2 of the Marketing Agreement in its entirety: (a) a marketing fee of $[*******] (the “Base Fee”)” and replacing it with the following: (a) a marketing fee of $[*******] (the “Base Fee”) on bitumen produced; i. in the case of barrels delivered to the Hangingstone Expansion Truck Rack (“HE”), the Purchase Price shall be reduced by a marketing fee of $[*******] on the Demo Bitumen barrels delivered; and Greenfire will also pay Trafigura a marketing fee of $[*******] for the diluent required to blend the delivered Demo Bitumen to pipeline specifications as determined by Enbridge Pipelines;” (c) deleting the following provisions included under the heading “INCENTIVE FEE AND ROYALTY” on page 3 of the Marketing Agreement in their entirety: “The Royalty, if then payable in the circumstances, shall be applicable until the earlier of: (a) April 1, 2024, if the Term of this Agreement then ends; (b) the Early Termination Date; (c) 36 months from October 1, 2021; and (d) the date upon which Xxxxx has received a total of CAD$[*******] (the”Cap”) in Royalty payments.” and replacing them with the following: The Royalty, if then payable in the circumstances, shall be applicable until the earlier of: (a) April 1, 2026, if the Term of this Agreement then ends; (b) the Early Termination Date; (c) 60 months from October 1, 2021; and (d) the date upon which Xxxxx has received a total of CAD$[*******] (the”Cap”) in Royalty payments.” (d) deleting the following provisions included under the heading “INCENTIVE FEE AND ROYALTY” on page 3 of the Marketing Agreement in their entirety: “In the event of a Change of Control of Seller, Buyer shall be entitled to receive the net present value, computed at a discount rate of 8%, of the Base Fee, Incentive Fee and Royalty (subject to the Cap) it would have received under the Financial Model prevailing at the time of the Change of Control (the “Change of Control Fee”), provided that the Base Fee shall not be included in the Change of Control Fee to the extent that the acquiror pursuant to such Change of Control assumes the obligations of Seller under this Agreement. For the purposes hereof, “Change of Control” and “Financial Model” each has the meaning ascribed thereto in the Facility2.” and replacing them with the following: “In the event of a Change of Control of Seller, Buyer shall be entitled to receive the net present value, computed at a discount rate of 8%, of the Base Fee, Incentive Fee and Royalty (subject to the Cap) it would have received based on production from the Plant until the end of the Term assuming such production is the same as the average production over the last 12 calendar months prior to the time of the Change of Control (the “Change of Control Fee”), provided that the Base Fee shall not be included in the Change of Control Fee to the extent that the acquiror pursuant to such Change of Control assumes the obligations of Seller under this Agreement.
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Marketing Agreement Amended. Subject to and in accordance with the terms of this Amended and Restated Amending Agreement, the Marketing Agreement is hereby amended by:
(a) deleting the provisions included under the heading “TERM” on page 1 of the Marketing Agreement in their entirety and replacing them with the following: “April 1, 2021 Commencing with the first delivery of product hereunder to the earlier of: (a) April 1, 2026the date that is seven (7) years after such first delivery; and (b) in the event of a default (as contemplated by Section 4 of the attached General Terms) on the Early Termination Date as therein defined; provided that if at the Early Termination Date Buyer has provided, or agreed to provide, credit to Seller or an affiliate thereof, or the Seller or an affiliate thereof otherwise has any Obligations1 to the Buyer, then the Early Termination Date shall automatically be extended to the first date thereafter on which Buyer no longer provides, nor has agreed to provide, credit to Seller or any affiliate thereof and any and all Obligations of the Seller or an affiliate thereof to the Buyer have been repaid in full on the terms and conditions thereof.”
(b) deleting adding the following provisions immediately following the current provision included of Clause 6 (f) under the heading “PURCHASE PRICEMISCELLANEOUS” on page 2 7 of the Marketing Agreement in its entirety:
Agreement: “In addition to the foregoing, if the Seller, Greenfire Resources Inc. (“GRI”), Greenfire Resources Ltd. (“GRL”), any parent or affiliate of Seller, GRI, GRL, or the publicly listed company resulting from the transactions contemplated by the business combination agreement dated as of December 14, 2022, by and among GRI, M-3 Brigade Acquisition III Corp., GRL, DE Greenfire Merger Sub Inc. and 0000000 Alberta ULC (each of Seller, GRI, GRL and such publicly listed company being a “Disclosing Party”) is required by applicable law or otherwise wishes to disclose the Agreement, including any amendment thereto, or any terms thereof, the Disclosing Party shall: (a) promptly inform Buyer a marketing fee reasonable period of $[*******] time prior to such disclosure of such potential disclosure, (b) provide Buyer a reasonable opportunity to review and comment (including with respect to any redactions that may be made in accordance with subparagraph (c) below) upon such disclosure (including review by Buyer’s internal and external counsel), which comments the Disclosing Party shall consider and incorporate to the extent reasonable, (c) limit the disclosures to only such information as is required by applicable law, provided that the Disclosing Party shall redact any information that could reasonably be considered commercially sensitive (including, without limitation, price, fees, charges, quantities, and other key commercial terms of the Marketing Agreement) (collectively, the “Base FeeRestricted Information”)” , and replacing it with the following:
(ad) a marketing fee of $[*******] seek, at Buyer’s request, confidential treatment, protective order, or other appropriate remedy, as applicable (the “Base Fee”) on bitumen produced;
i. in the case of barrels delivered to filings with the Hangingstone Expansion Truck Rack U.S. Securities and Exchange Commission (“HESEC”), such action would be filing and pursuing a confidential treatment request with the Purchase Price SEC with respect to the Restricted Information).” The foregoing amendments are to be effective as of and from the Effective Time (as such term is defined in the Business Combination Agreement). For certainty, the Parties acknowledge and agree that the foregoing amendments shall be reduced by a marketing fee of $[*******] on the Demo Bitumen barrels delivered; no force and Greenfire will also pay Trafigura a marketing fee of $[*******] for the diluent required to blend the delivered Demo Bitumen to pipeline specifications as determined by Enbridge Pipelines;”
(c) deleting the following provisions included under the heading “INCENTIVE FEE AND ROYALTY” on page 3 of the Marketing Agreement in their entirety: “The Royalty, if then payable in the circumstances, shall be applicable until the earlier of:
(a) April 1, 2024, effect if the Term of this Business Combination Agreement then ends;
(b) the Early Termination Date;
(c) 36 months from October 1, 2021; and
(d) the date upon which Xxxxx has received a total of CAD$[*******] (the”Cap”) is terminated in Royalty paymentsaccordance with its terms.” and replacing them with the following: The Royalty, if then payable in the circumstances, shall be applicable until the earlier of:
(a) April 1, 2026, if the Term of this Agreement then ends;
(b) the Early Termination Date;
(c) 60 months from October 1, 2021; and
(d) the date upon which Xxxxx has received a total of CAD$[*******] (the”Cap”) in Royalty payments.”
(d) deleting the following provisions included under the heading “INCENTIVE FEE AND ROYALTY” on page 3 of the Marketing Agreement in their entirety: “In the event of a Change of Control of Seller, Buyer shall be entitled to receive the net present value, computed at a discount rate of 8%, of the Base Fee, Incentive Fee and Royalty (subject to the Cap) it would have received under the Financial Model prevailing at the time of the Change of Control (the “Change of Control Fee”), provided that the Base Fee shall not be included in the Change of Control Fee to the extent that the acquiror pursuant to such Change of Control assumes the obligations of Seller under this Agreement. For the purposes hereof, “Change of Control” and “Financial Model” each has the meaning ascribed thereto in the Facility2.” and replacing them with the following: “In the event of a Change of Control of Seller, Buyer shall be entitled to receive the net present value, computed at a discount rate of 8%, of the Base Fee, Incentive Fee and Royalty (subject to the Cap) it would have received based on production from the Plant until the end of the Term assuming such production is the same as the average production over the last 12 calendar months prior to the time of the Change of Control (the “Change of Control Fee”), provided that the Base Fee shall not be included in the Change of Control Fee to the extent that the acquiror pursuant to such Change of Control assumes the obligations of Seller under this Agreement.
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Marketing Agreement Amended. Subject to and in accordance with the terms of this Amended and Restated Amending Agreement, the Marketing Agreement is hereby amended by:
(a) deleting the provisions included under the heading “TERM” on page 1 of the Marketing Agreement in their entirety and replacing them with the following: “April 1, 2021 to the earlier of: (a) April 1, 20262025; and (b) in the event of a default (as contemplated by Section 4 of the attached General Terms) on the Early Termination Date as therein defined; provided that if at the Early Termination Date Buyer has provided, or agreed to provide, credit to Seller or an affiliate thereof, or Seller or an affiliate thereof otherwise has any Obligations1 to Buyer, then the Early Termination Date shall automatically be extended to the first date thereafter on which Buyer no longer provides, nor has agreed to provide, credit to Seller or any affiliate thereof and any and all Obligations of Seller or affiliate thereof to Buyer have been repaid in full on the terms and conditions thereof.”
(b) deleting the following provision included under the heading “PURCHASE PRICE” on page 2 of the Marketing Agreement in its entirety:
(a) a marketing fee of $[*******] (the “Base Fee”)” and replacing it with the following:
(a) a marketing fee of $[*******] (the “Base Fee”) on bitumen produced;
i. in the case of barrels delivered to the Hangingstone Expansion Truck Rack (“HE”), the Purchase Price shall be reduced by a marketing fee of $[*******] on the Demo Bitumen barrels delivered; and Greenfire will also pay Trafigura a marketing fee of $[*******] for the diluent required to blend the delivered Demo Bitumen to pipeline specifications as determined by Enbridge Pipelines;”
(c) deleting the following provisions included under the heading “INCENTIVE FEE AND ROYALTY” on page 3 of the Marketing Agreement in their entirety: “The Royalty, if then payable in the circumstances, shall be applicable until the earlier of:
(a) April 1, 2024, if the Term of this Agreement then ends;
(b) the Early Termination Date;
(c) 36 months from October 1, 2021; and
(d) the date upon which Xxxxx Buyer has received a total of CAD$[*******] (the”Capthe “Cap”) in Royalty payments.” and replacing them with the following: “The Royalty, if then payable in the circumstances, shall be applicable until the earlier of:
(a) April 1, 20262025, if the Term of this Agreement then ends;
(b) the Early Termination Date;
(c) 60 48 months from October 1, 2021; and
(d) the date upon which Xxxxx Buyer has received a total of CAD$[*******] (the”Capthe “Cap”) in Royalty payments.”
(d) deleting the following provisions included under the heading “INCENTIVE FEE AND ROYALTY” on page 3 of the Marketing Agreement in their entirety: “In the event of a Change of Control of Seller, Buyer shall be entitled to receive the net present value, computed at a discount rate of 8%, of the Base Fee, Incentive Fee and Royalty (subject to the Cap) it would have received under the Financial Model prevailing at the time of the Change of Control (the “Change of Control Fee”), provided that the Base Fee shall not be included in the Change of Control Fee to the extent that the acquiror pursuant to such Change of Control assumes the obligations of Seller under this Agreement. For the purposes hereof, “Change of Control” and “Financial Model” each has the meaning ascribed thereto in the Facility2.” and replacing them with the following: “In the event of a Change of Control of Seller, Buyer shall be entitled to receive the net present value, computed at a discount rate of 8%, of the Base Fee, Incentive Fee and Royalty (subject to the Cap) it would have received based on production from the Plant until the end of the Term assuming such production is the same as the average production over the last 12 calendar months prior to the time of the Change of Control (the “Change of Control Fee”), provided that the Base Fee shall not be included in the Change of Control Fee to the extent that the acquiror pursuant to such Change of Control assumes the obligations of Seller under this Agreement.
Appears in 1 contract
Marketing Agreement Amended. Subject to and in accordance with the terms of this Amended and Restated Amending Agreement, the Marketing Agreement is hereby amended by:
(a) deleting the provisions included under the heading “TERM” on page 1 of the Marketing Agreement in their entirety and replacing them with the following: “April 1, 2021 Commencing with the first delivery of product hereunder to the earlier of: (a) April 1, 2026the date that is seven (7) years after such first delivery; and (b) in the event of a default (as contemplated by Section 4 of the attached General Terms) on the Early Termination Date as therein defined; provided that if at the Early Termination Date Buyer has provided, or agreed to provide, credit to Seller or an affiliate thereof, or the Seller or an affiliate thereof otherwise has any Obligations1 to the Buyer, then the Early Termination Date shall automatically be extended to the first date thereafter on which Buyer no longer provides, nor has agreed to provide, credit to Seller or any affiliate thereof and any and all Obligations of the Seller or an affiliate thereof to the Buyer have been repaid in full on the terms and conditions thereof.”
(b) deleting adding the following provisions immediately following the current provision included of Clause 6 (f) under the heading “PURCHASE PRICEMISCELLANEOUS” on page 2 6 of the Marketing Agreement in its entirety:
Agreement: “In addition to the foregoing, if the Seller, Greenfire Resources Inc. (“GRI”), Greenfire Resources Ltd. (“GRL”), any parent or affiliate of Seller, GRI, GRL, or the publicly listed company resulting from the transactions contemplated by the business combination agreement dated as of December 14, 2022, by and among GRI, M-3 Brigade Acquisition III Corp., GRL, DE Greenfire Merger Sub Inc. and 0000000 Alberta ULC (each of Seller, GRI, GRL and such publicly listed company being a “Disclosing Party”) is required by applicable law or otherwise wishes to disclose the Agreement, including any amendment thereto, or any terms thereof, the Disclosing Party shall: (a) promptly inform Buyer a marketing fee reasonable period of $[*******] time prior to such disclosure of such potential disclosure, (b) provide Buyer a reasonable opportunity to review and comment (including with respect to any redactions that may be made in accordance with subparagraph (c) below) upon such disclosure (including review by Buyer’s internal and external counsel), which comments the Disclosing Party shall consider and incorporate to the extent reasonable, (c) limit the disclosures to only such information as is required by applicable law, provided that the Disclosing Party shall redact any information that could reasonably be considered commercially sensitive (including, without limitation, price, fees, charges, quantities, and other key commercial terms of the Marketing Agreement) (collectively, the “Base FeeRestricted Information”)” , and replacing it with the following:
(ad) a marketing fee of $[*******] seek, at Buyer’s request, confidential treatment, protective order, or other appropriate remedy, as applicable (the “Base Fee”) on bitumen produced;
i. in the case of barrels delivered to filings with the Hangingstone Expansion Truck Rack U.S. Securities and Exchange Commission (“HESEC”), the Purchase Price shall such action would be reduced by filing and pursuing a marketing fee of $[*******] on the Demo Bitumen barrels delivered; and Greenfire will also pay Trafigura a marketing fee of $[*******] for the diluent required to blend the delivered Demo Bitumen to pipeline specifications as determined by Enbridge Pipelines;”
(c) deleting the following provisions included under the heading “INCENTIVE FEE AND ROYALTY” on page 3 of the Marketing Agreement in their entirety: “The Royalty, if then payable in the circumstances, shall be applicable until the earlier of:
(a) April 1, 2024, if the Term of this Agreement then ends;
(b) the Early Termination Date;
(c) 36 months from October 1, 2021; and
(d) the date upon which Xxxxx has received a total of CAD$[*******] (the”Cap”) in Royalty payments.” and replacing them confidential treatment request with the following: The Royalty, if then payable in SEC with respect to the circumstances, shall be applicable until the earlier of:
(a) April 1, 2026, if the Term of this Agreement then ends;
(b) the Early Termination Date;
(c) 60 months from October 1, 2021; and
(d) the date upon which Xxxxx has received a total of CAD$[*******] (the”Cap”) in Royalty paymentsRestricted Information).”
(d) deleting the following provisions included under the heading “INCENTIVE FEE AND ROYALTY” on page 3 of the Marketing Agreement in their entirety: “In the event of a Change of Control of Seller, Buyer shall be entitled to receive the net present value, computed at a discount rate of 8%, of the Base Fee, Incentive Fee and Royalty (subject to the Cap) it would have received under the Financial Model prevailing at the time of the Change of Control (the “Change of Control Fee”), provided that the Base Fee shall not be included in the Change of Control Fee to the extent that the acquiror pursuant to such Change of Control assumes the obligations of Seller under this Agreement. For the purposes hereof, “Change of Control” and “Financial Model” each has the meaning ascribed thereto in the Facility2.” and replacing them with the following: “In the event of a Change of Control of Seller, Buyer shall be entitled to receive the net present value, computed at a discount rate of 8%, of the Base Fee, Incentive Fee and Royalty (subject to the Cap) it would have received based on production from the Plant until the end of the Term assuming such production is the same as the average production over the last 12 calendar months prior to the time of the Change of Control (the “Change of Control Fee”), provided that the Base Fee shall not be included in the Change of Control Fee to the extent that the acquiror pursuant to such Change of Control assumes the obligations of Seller under this Agreement.
Appears in 1 contract
