Petro Canada Sample Contracts

ARTICLE ONE
Indenture • May 14th, 2003 • Petro Canada • Petroleum refining • New York
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UNDERWRITING AGREEMENT BASIC PROVISIONS
Underwriting Agreement • November 3rd, 2004 • Petro Canada • Petroleum refining • New York

From time to time Petro-Canada, a corporation organized under the laws of Canada ("Parent") and PC Financial Partnership, a Delaware partnership ("PCF"), may enter into one or more terms agreements (each a "Terms Agreement" and, together with the provisions hereof incorporated therein by reference, an "Underwriting Agreement") in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine and, subject to the terms and conditions stated or provided for herein and therein, to issue and sell to the firms named as underwriters in the applicable Underwriting Agreement (such firms constituting the "Underwriters" with respect to such Underwriting Agreement and the securities specified therein) up to US$1,000,000,000 aggregate principal amount of debt securities (the "Debt Securities"). The Debt Securities may be issued in one or more series: (1) by Parent, or (2) by PCF. The name of the issuer (the "Issuer") will be specified in Schedule II to the applic

Arrangement Agreement between Suncor Energy Inc. and Petro-Canada dated March 22, 2009
Arrangement Agreement • March 24th, 2009 • Petro-Canada • Petroleum refining • Alberta

SUNCOR ENERGY INC., a corporation existing under the laws of Canada with its head office in the City of Calgary, in the Province of Alberta (“Suncor”)

UNDERWRITING AGREEMENT BASIC PROVISIONS
Underwriting Agreement • May 14th, 2008 • Petro-Canada • Petroleum refining • New York

The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement and in or pursuant to the indenture (the “Indenture”), dated as of June 20, 2003 entered into between the Company and The Bank of New York Mellon (formerly the Bank of New York), as trustee (the “Trustee”) as supplemented by a supplemental indenture relating to any particular issuance.

Petro-Canada and Its Syncrude Partners Reach Royalty Agreement
Petro-Canada • November 21st, 2008 • Petroleum refining

Petro-Canada (TSX: PCA, NYSE: PCZ) Calgary, Alberta – Petro-Canada, along with the other Syncrude Joint Venture owners, has signed agreements with the Government of Alberta to amend the existing Syncrude crown agreement.

Terms Agreement
Terms Agreement • May 14th, 2008 • Petro-Canada • Petroleum refining

Petro-Canada, a Canadian corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement Basic Provisions, dated May 12, 2008, (the “Basic Provisions”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Underwritten Securities”). The Basic Provisions are incorporated herein by reference in their entirety, and shall be deemed to be a part of this agreement (the “Terms Agreement” and, together with the Basic Provisions, the “Underwriting Agreement”) to the same extent as if such Basic Provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Underwriting Agreement, except that each representation and warranty which refers to the Pricing Disclosure Package, the Canadian Prospectus or the U.S. Prospectus in Section 1 of the Basic

Terms Agreement
Petro Canada • May 12th, 2005 • Petroleum refining

ABN AMRO Incorporated Deutsche Bank Securities Inc. As Representatives of the several Underwriters named in Schedule I hereto,

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