[Execution]
FIRST AMENDMENT TO US CREDIT AGREEMENT
THIS FIRST AMENDMENT TO US CREDIT AGREEMENT (herein called the
"Amendment") made as of May 17, 1999, by and among Questar Market
Resources, Inc., a Utah corporation ("US Borrower"), NationsBank,
N.A., individually and as administrative agent ("US Agent"), and the
undersigned Lenders, party to the Original Agreement (the "Lenders"),
defined below.
W I T N E S S E T H:
WHEREAS, US Borrower, US Agent and the Lenders entered into that
certain US Credit Agreement dated as of April 19, 1999 (the "Original
Agreement"), for the purpose and consideration therein expressed,
whereby the Lenders became obligated to make loans to US Borrower as
therein provided; and
WHEREAS, US Borrower, US Agent and the Lenders, desire to amend
the definition of the US Maximum Credit Amount, the Tranche A Maximum
Credit Amount and the Tranche B Maximum Credit Amount; and
WHEREAS, the increases in the US Maximum Credit Amount, the
Tranche A Maximum Credit Amount and the Tranche B Maximum Credit
Amount will be commitments of First Security Bank, N.A. ("First
Security"), and the obligations of the other Lenders will not be
increased by this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Original
Agreement, in consideration of the loans which may hereafter be made
by Lenders to US Borrower, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I.
Definitions and References
Section 1.1. Terms Defined in the Original Agreement. Unless
the context otherwise requires or unless otherwise expressly defined
herein, the terms defined in the Original Agreement shall have the
same meanings whenever used in this Amendment.
Section 1.2. Other Defined Terms. Unless the context otherwise
requires, the following terms when used in this Amendment shall have
the meanings assigned to them in this Section 1.2.
"Amendment" means this First Amendment to US Credit
Agreement.
"Amendment Documents" means this Amendment, the Tranche A
Renewal Note and the Tranche B Renewal Note.
"Tranche A Renewal Note" means the Tranche A Note of even
date herewith in the stated principal amount of US $9,000,000
made payable to the order of First Security, attached hereto as
Exhibit A-1, which note is given in increase, replacement and
substitution of the Tranche A Note dated April 19, 1999, made
payable to the order of First Security.
"Tranche B Renewal Note" means the Tranche B Note of even
date herewith inthe stated principal amount of US $2,520,000 made
payable to the order of First Security Bank, N.A., attached hereto
as Exhibit A-2, which note is given in increase, replacement and
substitution of the Tranche B Note dated April 19, 1999, made payable
to the order of First Security.
"US Credit Agreement" means the Original Agreement as
amended hereby.
ARTICLE II.
Amendments to Original Agreement
Section 2.1. Defined Terms. The definitions of "US Maximum
Credit Amount", "Tranche A Maximum Credit Amount" and "Tranche B
Maximum Credit Amount" in Annex I of the Original Agreement are hereby
amended in their entirety to read as follows:
"'Tranche A Maximum Credit Amount'" means the amount of US
$153,000,000; provided that the Tranche A Maximum Credit Amount may
be increased up to $180,000,000 pursuant to Section 1.1(f) of the US
Agreement."
"'Tranche B Maximum Credit Amount'" means the amount of US
$42,840,000; provided that the Tranche B Maximum Credit Amount may
be increased up to $50,000,000 pursuant to Section 1.1(f) of the US
Agreement."
"'US Maximum Credit Amount' means the amount of US
$195,840,000; provided that the US Maximum Credit Amount may be
increased up to US $230,000,000 pursuant to Section 1.1(f) of the
US Agreement."
Section 2.2. Lenders Schedule. Annex II to the Original
Agreement is hereby amended in its entirety to read as set forth in
Exhibit B attached hereto.
ARTICLE III.
Conditions of Effectiveness
Section 3.1. Effective Date. This Amendment shall become
effective as of the date first above written when, and only when, (i)
US Agent shall have received, at US Agent's office, a counterpart of
this Amendment executed and delivered by US Borrower and each Lender,
(ii) US Borrower shall have issued and delivered to US Agent, for
subsequent delivery to First Security, a Tranche A Renewal Note and a
Tranche B Renewal Note with appropriate insertions payable to the
order of First Security, duly executed on behalf of US Borrower, dated
the date hereof, and (iii) US Agent shall have additionally received
from US Borrower, in connection with such US Loan Documents, all other
fees and reimbursements to be paid to US Agent pursuant to any US Loan
Documents, or otherwise due US Agent and including fees and
disbursements of US Agent's attorneys.
ARTICLE IV.
Representations and Warranties
Section 4.1. Representations and Warranties of Borrower. In
order to induce each Lender to enter into this Amendment, US Borrower
represents and warrants to each Lender that:
(a) The representations and warranties contained in Article
V of the Original Agreement are true and correct at and as of the
time of the effectiveness hereof.
(b) US Borrower has duly taken all action necessary to
authorize the execution and delivery by it of the Amendment
Documents and to authorize the consummation of the transactions
contemplated hereby and thereby and the performance of its
obligations hereunder and thereunder. US Borrower is duly
authorized to borrow funds under the US Credit Agreement.
(c) The execution and delivery by the various Restricted
Persons of the Amendment Documents to which each is a party, the
performance by each of its obligations under such Amendment
Documents and the consummation of the transactions contemplated
by the various Amendment Documents do not and will not (a)
conflict with any provision of (i) any Law, (ii) the
organizational documents of any Restricted Person, or (iii) any
agreement, judgment, license, order or permit applicable to or
binding upon any Restricted Person, or (b) result in the
acceleration of any Indebtedness owed by any Restricted Person,
or (c) result in or require the creation of any Lien upon any
assets or properties of any Restricted Person, except as
expressly contemplated or permitted in the Loan Documents.
Except as expressly contemplated in the Loan Documents no
consent, approval, authorization or order of, and no notice to or
filing with any Tribunal or third party is required in connection
with the execution, delivery or performance by any Restricted
Person of any Amendment Document or to consummate any
transactions contemplated by the Amendment Documents.
(d) This Amendment is, and the other Amendment Documents
when duly executed and delivered will be, a legal, valid and
binding obligation of each Restricted Person which is a party
hereto or thereto, enforceable in accordance with their terms,
except as such enforcement may be limited by bankruptcy,
insolvency or similar Laws of general application relating to the
enforcement of creditors' rights and by equitable principles of
general application relating to the enforcement of creditor's
rights.
ARTICLE V.
Miscellaneous
Section 5.1. Ratification of Agreements. The Original Agreement
as hereby amended is hereby ratified and confirmed in all respects.
The US Loan Documents, as they may be amended or affected by the
various Amendment Documents, are hereby ratified and confirmed in all
respects. Any reference to the US Credit Agreement in any Loan
Document shall be deemed to be a reference to the Original Agreement
as hereby amended. Any reference to the Tranche A Notes and the
Tranche B Notes in any other US Loan Document shall be deemed to
include a reference to the Tranche A Renewal Note and the Tranche B
Renewal Note issued and delivered pursuant to this Amendment. The
execution, delivery and effectiveness of this Amendment and each of
the Tranche A Renewal Note and the Tranche B Renewal Note shall not,
except as expressly provided herein or therein, operate as a waiver of
any right, power or remedy of Lenders under the US Credit Agreement,
the US Notes, or any other US Loan Document nor constitute a waiver of
any provision of the US Credit Agreement, the US Notes or any other US
Loan Document.
Section 5.2. Survival of Agreements; Cumulative Nature. All of
Restricted Persons' various representations, warranties, covenants and
agreements herein shall survive the execution and delivery of this
Amendment and the other Amendment Documents and the performance hereof
and thereof, including without limitation the making or granting of
the US Loans and the delivery of the Tranche A Renewal Note and the
Tranche B Renewal Note, and shall further survive until all of the US
Obligations are paid in full to each Lender Party and all of Lender
Parties' obligations to US Borrower are terminated. All statements
and agreements contained in any certificate or instrument delivered by
any Restricted Person hereunder or under the US Credit Agreement to
any Lender Party shall be deemed representations and warranties by US
Borrower or agreements and covenants of US Borrower under this
Amendment and under the US Credit Agreement. The representations,
warranties, indemnities, and covenants made by Restricted Persons in
the US Loan Documents, and the rights, powers, and privileges granted
to Lender Parties in the US Loan Documents, are cumulative, and,
except for expressly specified waivers and consents, no Loan Document
shall be construed in the context of another to diminish, nullify, or
otherwise reduce the benefit to any Lender Party of any such
representation, warranty, indemnity, covenant, right, power or
privilege. In particular and without limitation, no exception set out
in this Amendment or any other Amendment Document to any
representation, warranty, indemnity, or covenant herein or therein
contained shall apply to any similar representation, warranty,
indemnity, or covenant contained in any other Loan Document, and each
such similar representation, warranty, indemnity, or covenant shall be
subject only to those exceptions which are expressly made applicable
to it by the terms of the various US Loan Documents.
Section 5.3. Delivery of Notes. First Security shall promptly
deliver to US Agent, for subsequent delivery to US Borrower, the
Tranche A Note and the Tranche B Note heretofore delivered to it under
the Original Agreement.
Section 5.4. Loan Documents. This Amendment and each of the
Tranche A Renewal Note and the Tranche B Renewal Note are each a US
Loan Document, and all provisions in the US Credit Agreement
pertaining to US Loan Documents apply hereto and thereto.
Section 5.5. Governing Law. This Amendment shall be governed by
and construed in accordance the laws of the State of Utah and any
applicable laws of the United States of America in all respects,
including construction, validity and performance. US Borrower hereby
irrevocably submits itself and each other Restricted Person to the
non-exclusive jurisdiction of the state and federal courts sitting in
the State of Utah and agrees and consents that service of process may
be made upon it or any Restricted Person in any legal proceeding
relating to the Amendment Documents or the Obligations by any means
allowed under Utah or federal law.
Section 5.6. Counterparts. This Amendment may be separately
executed in any number of counterparts and by the different parties
hereto in separate counterparts, each of which when so executed shall
be deemed to constitute one and the same Amendment. This Amendment
may be validly executed and delivered by facsimile or other electronic
transmission.
THIS AMENDMENT AND THE OTHER US LOAN DOCUMENTS REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
[The remainder of this page has been intentionally left blank.]
IN WITNESS WHEREOF, this Amendment is executed as of the date
first above written.
QUESTAR MARKET RESOURCES, INC.
US Borrower
By: /s/X. X. Xxxxxxx
X. X. Xxxxxxx
President and Chief Executive Officer
Mailing Address:
X.X. Xxx 00000
Xxxx Xxxx Xxxx, Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
Street Address:
000 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
NATIONSBANK, N.A.,
Administrative Agent, US LC Issuer
and Lender
By: /s/Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
Senior Vice President
TORONTO DOMINION (TEXAS), INC.
Lender
By: /s/Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
Manager
BANK OF MONTREAL
Lender
By: /s/Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Director
THE FIRST NATIONAL BANK OF CHICAGO
Lender
By: /s/Xxxx X. Xxxxx
Xxxx X. Xxxxx
Vice President
MELLON BANK, N.A.
Lender
By: /s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President
FIRST SECURITY BANK, N.A.
Lender
By: /s/Xxxx X. Xxxxx
Xxxx X. Xxxxx
Title: Vice President
EXHIBIT A-1
PROMISSORY NOTE
US$ 9,000,000 [Tranche A Note] May__, 1999
FOR VALUE RECEIVED, the undersigned, Questar Market Resources,
Inc., a Utah corporation (herein called "Borrower"), hereby promises
to pay to the order of First Security Bank, N.A. (herein called
"Lender"), the principal sum of Nine Million and no/100 Dollars
(US$ 9,000,000), or, if greater or less, the aggregate unpaid
principal amount of the Tranche A Loans made under this Note by Lender
to Borrower pursuant to the terms of the Credit Agreement (as
hereinafter defined), together with interest on the unpaid principal
balance thereof as hereinafter set forth, both principal and interest
payable as herein provided in lawful money of the United States of
America at the offices of US Agent under the Credit Agreement, 000
Xxxx Xxxxxx, Xxxxxx, Xxxxx or at such other place within Dallas
County, Texas, as from time to time may be designated by the holder of
this Note.
This Note (a) is issued and delivered under that certain US
Credit Agreement dated as of April 19, 1999, among Borrower,
NationsBank, N.A., individually and as administrative agent ("US
Agent"), and the lenders (including Lender) referred to therein, as
amended by that certain First Amendment to US Credit Agreement dated
of even date herewith among Borrower, US Agent and the lenders
(including Lender) referred to therein (herein, as from time to time
supplemented, amended or restated, called the "Credit Agreement"), and
is a "Tranche A Note" as defined therein and (b) is subject to the
terms and provisions of the Credit Agreement, which contains
provisions for payments and prepayments hereunder and acceleration of
the maturity hereof upon the happening of certain stated events.
Payments on this Note shall be made and applied as provided herein and
in the Credit Agreement. Reference is hereby made to the Credit
Agreement for a description of certain rights, limitations of rights,
obligations and duties of the parties hereto and for the meanings
assigned to terms used and not defined herein.
The principal amount of this Note, together with all interest
accrued hereon, shall be due and payable in full on the US Facility
Maturity Date.
Tranche A Loans that are US Base Rate Loans (exclusive of any
past due principal or interest) from time to time outstanding shall
bear interest on each day outstanding at the US Base Rate in effect on
such day; provided that if an Event of Default has occurred and is
continuing, US Base Rate Loans shall bear interest on each day
outstanding at the applicable Default Rate in effect on such day. On
each Interest Payment Date Borrower shall pay to the holder hereof all
unpaid interest which has accrued on the US Base Rate Loans to but not
including such Interest Payment Date. Each Tranche A Loan that is a
US Dollar Eurodollar Loan (exclusive of any past due principal or
interest) shall bear interest on each day during the related Interest
Period at the related Adjusted US Dollar Eurodollar Rate in effect on
such day; provided that if an Event of Default has occurred and is
continuing, such US Dollar Eurodollar Loan shall bear interest on each
day outstanding at the applicable Default Rate in effect on such day.
On each Interest Payment Date relating to such US Dollar Eurodollar
Loan, Borrower shall pay to the holder hereof all unpaid interest
which has accrued on such US Dollar Eurodollar Loan to but not
including such Interest Payment Date.
All past due principal of and past due interest on the Loans
shall bear interest on each day outstanding at the applicable Default
Rate in effect on such day, and such interest shall be due and payable
daily as it accrues. Notwithstanding the foregoing provisions of this
paragraph: (a) this Note shall never bear interest in excess of the
Highest Lawful Rate, and (b) if at any time the rate at which interest
is payable on this Note is limited by the Highest Lawful Rate (by the
foregoing subsection (a) or by reference to the Highest Lawful Rate in
the definitions of US Base Rate, Adjusted US Dollar Eurodollar Rate,
and Default Rate), this Note shall bear interest at the Highest Lawful
Rate and shall continue to bear interest at the Highest Lawful Rate
until such time as the total amount of interest accrued hereon equals
(but does not exceed) the total amount of interest which would have
accrued hereon had there been no Highest Lawful Rate applicable
hereto.
Notwithstanding the foregoing paragraph and all other provisions
of this Note, in no event shall the interest payable hereon, whether
before or after maturity, exceed the maximum amount of interest which,
under applicable Law, may be charged on this Note, and this Note is
expressly made subject to the provisions of the Credit Agreement which
more fully set out the limitations on how interest accrues hereon.
The term "applicable Law" as used in this Note shall mean the laws of
the State of Utah or the laws of the United States, whichever laws
allow the greater interest, as such laws now exist or may be changed
or amended or come into effect in the future.
If this Note is placed in the hands of an attorney for collection
after default, or if all or any part of the indebtedness represented
hereby is proved, established or collected in any court or in any
bankruptcy, receivership, debtor relief, probate or other court
proceedings, Borrower and all endorsers, sureties and guarantors of
this Note jointly and severally agree to pay reasonable attorneys'
fees and collection costs to the holder hereof in addition to the
principal and interest payable hereunder.
Borrower and all endorsers, sureties and guarantors of this Note
hereby severally waive demand, presentment, notice of demand and of
dishonor and nonpayment of this Note, protest, notice of protest,
notice of intention to accelerate the maturity of this Note,
declaration or notice of acceleration of the maturity of this Note,
diligence in collecting, the bringing of any suit against any party
and any notice of or defense on account of any extensions, renewals,
partial payments or changes in any manner of or in this Note or in any
of its terms, provisions and covenants, or any releases or
substitutions of any security, or any delay, indulgence or other act
of any trustee or any holder hereof, whether before or after maturity.
This Note is given in renewal and extension (but not in
extinguishment or novation) of that certain Promissory Note dated
April 19, 1999 executed and delivered by Borrower and payable to the
order of Lender in the stated principal amount of US $6,000,000.
This Note and the rights and duties of the parties hereto shall
be governed by the Laws of the State of utah (without regard to
principles of conflicts of law), except to the extent the same are
governed by applicable federal Law.
QUESTAR MARKET RESOURCES, INC.
By: /s/X. X. Xxxxxxx
X. X. Xxxxxxx
President and Chief Executive Officer
EXHIBIT A-2
PROMISSORY NOTE
US$ 2,520,000 [Tranche B Note] May __, 1999
FOR VALUE RECEIVED, the undersigned, Questar Market Resources,
Inc., a Utah corporation (herein called "Borrower"), hereby promises
to pay to the order of First Security Bank, N.A. (herein called
"Lender"), the principal sum of Two Million Five Hundred Twenty
Thousand and no/100 Dollars (US$2,520,000), or, if greater or less,
the aggregate unpaid principal amount of the Tranche B Loans made
under this Note by Lender to Borrower pursuant to the terms of the
Credit Agreement (as hereinafter defined), together with interest on
the unpaid principal balance thereof as hereinafter set forth, both
principal and interest payable as herein provided in lawful money of
the United States of America at the offices of US Agent under the
Credit Agreement, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxx or at such other
place within Dallas County, Texas, as from time to time may be
designated by the holder of this Note.
This Note (a) is issued and delivered under that certain US
Credit Agreement dated as of April 19, 1999 among Borrower,
NationsBank, N.A., individually and as administrative agent ("US
Agent"), and the lenders (including Lender) referred to therein, as
amended by that certain First Amendment to US Credit Agreement dated
of even date herewith among Borrower, US Agent and the lenders
(including Lender) referred to therein (herein, as from time to time
supplemented, amended or restated, called the "Credit Agreement"), and
is a "Tranche B Note" as defined therein and (b) is subject to the
terms and provisions of the Credit Agreement, which contains
provisions for payments and prepayments hereunder and acceleration of
the maturity hereof upon the happening of certain stated events.
Payments on this Note shall be made and applied as provided herein and
in the Credit Agreement. Reference is hereby made to the Credit
Agreement for a description of certain rights, limitations of rights,
obligations and duties of the parties hereto and for the meanings
assigned to terms used and not defined herein.
The principal amount of this Note, together with all interest
accrued hereon, shall be due and payable in full on the Tranche B
Maturity Date.
Tranche B Loans that are US Base Rate Loans (exclusive of any
past due principal or interest) from time to time outstanding shall
bear interest on each day outstanding at the US Base Rate in effect on
such day; provided that if an Event of Default has occurred and is
continuing, US Base Rate Loans shall bear interest on each day
outstanding at the applicable Default Rate in effect on such day. On
each Interest Payment Date Borrower shall pay to the holder hereof all
unpaid interest which has accrued on the US Base Rate Loans to but not
including such Interest Payment Date. Each Tranche B Loan that is a
US Dollar Eurodollar Loan (exclusive of any past due principal or
interest) shall bear interest on each day during the related Interest
Period at the related Adjusted US Dollar Eurodollar Rate in effect on
such day; provided that if an Event of Default has occurred and is
continuing, such US Dollar Eurodollar Loan shall bear interest on each
day outstanding at the applicable Default Rate in effect on such day.
On each Interest Payment Date relating to such US Dollar Eurodollar
Loan, Borrower shall pay to the holder hereof all unpaid interest
which has accrued on such US Dollar Eurodollar Loan to but not
including such Interest Payment Date.
All past due principal of and past due interest on the Loans
shall bear interest on each day outstanding at the applicable Default
Rate in effect on such day, and such interest shall be due and payable
daily as it accrues. Notwithstanding the foregoing provisions of this
paragraph: (a) this Note shall never bear interest in excess of the
Highest Lawful Rate, and (b) if at any time the rate at which interest
is payable on this Note is limited by the Highest Lawful Rate (by the
foregoing subsection (a) or by reference to the Highest Lawful Rate in
the definitions of US Base Rate, Adjusted US Dollar Eurodollar Rate,
and Default Rate), this Note shall bear interest at the Highest Lawful
Rate and shall continue to bear interest at the Highest Lawful Rate
until such time as the total amount of interest accrued hereon equals
(but does not exceed) the total amount of interest which would have
accrued hereon had there been no Highest Lawful Rate applicable
hereto.
Notwithstanding the foregoing paragraph and all other provisions
of this Note, in no event shall the interest payable hereon, whether
before or after maturity, exceed the maximum amount of interest which,
under applicable Law, may be charged on this Note, and this Note is
expressly made subject to the provisions of the Credit Agreement which
more fully set out the limitations on how interest accrues hereon.
The term "applicable Law" as used in this Note shall mean the laws of
the State of Utah or the laws of the United States, whichever laws
allow the greater interest, as such laws now exist or may be changed
or amended or come into effect in the future.
If this Note is placed in the hands of an attorney for collection
after default, or if all or any part of the indebtedness represented
hereby is proved, established or collected in any court or in any
bankruptcy, receivership, debtor relief, probate or other court
proceedings, Borrower and all endorsers, sureties and guarantors of
this Note jointly and severally agree to pay reasonable attorneys'
fees and collection costs to the holder hereof in addition to the
principal and interest payable hereunder.
Borrower and all endorsers, sureties and guarantors of this Note
hereby severally waive demand, presentment, notice of demand and of
dishonor and nonpayment of this Note, protest, notice of protest,
notice of intention to accelerate the maturity of this Note,
declaration or notice of acceleration of the maturity of this Note,
diligence in collecting, the bringing of any suit against any party
and any notice of or defense on account of any extensions, renewals,
partial payments or changes in any manner of or in this Note or in any
of its terms, provisions and covenants, or any releases or
substitutions of any security, or any delay, indulgence or other act
of any trustee or any holder hereof, whether before or after maturity.
This Note is given in renewal and extension (but not in
extinguishment or novation) of that certain Promissory Note dated
April 19, 1999 executed and delivered by Borrower and payable to the
order of Lender in the stated principal amount of US $1,680,000
This Note and the rights and duties of the parties hereto shall
be governed by the Laws of the State of Utah (without regard to
principles of conflicts of law), except to the extent the same are
governed by applicable federal Law.
QUESTAR MARKET RESOURCES, INC.
By: /s/X. X. Xxxxxxx
X. X. Xxxxxxx
President and Chief Executive Officer
EXHIBIT B
LENDER'S SCHEDULE
BANK OF AMERICA
Percentage Share:25.4902%
US Agreement
Name of Affiliate that is Lender under US Agreement:NationsBank, N.A.
Applicable Lending Office for US Loans: 000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Address for Notices: 000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
US Tranche A Note Amount (5 year): US$ 39,000,000
US Tranche B Note Amount (364 day): US$ 10,920,000
Competitive Bid Note Amount: see Section 1.7 of US
Agreement
Canadian Agreement
Name of Affiliate that is Lender under Canadian Agreement:Bank of
America Canada
Applicable Lending Office for Canadian Advances:200 Xxxxx Xxxxxx Xxxx,
Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X0X0
Address for Notices: 000 Xxxxx Xxxxxx Xxxx,
Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X0X0
Attention: Xxxxxxx X. Xxxx
Canadian Note Amount: US$ 15,080,000
Competitive Bid Note Amount: see Section 1.9 of Canadian
Agreement
MELLON BANK, N.A.
Percentage Share: 23.5294%
US Agreement
Name of Affiliate that is Lender under US Agreement:Mellon Bank, N.A.
Applicable Lending Office for US Loans: One Mellon Bank Center
Room 4425
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Address for Notices: One Mellon Bank Center
Room 4425
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
US Tranche A Note Amount (5 year): US$ 36,000,000
US Tranche B Note Amount (364 day): US$ 10,080,000
Competitive Bid Note Amount: see Section 1.7 of US
Agreement
Canadian Agreement
Name of Affiliate that is Lender under Canadian Agreement:Mellon Bank
Canada
Applicable Lending Office for Canadian Advances:77 Xxxx Xxxxxx Xxxx,
Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Address for Notices: 00 Xxxx Xxxxxx Xxxx, Xxxxx
0000
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Attention: Xxxxx X. X. Xxxxx
Canadian Note Amount: US$ 13,920,000
Competitive Bid Note Amount: see Section 1.9 of Canadian
Agreement
BANK OF MONTREAL
Percentage Share: 13.7255%
US Agreement
Name of Affiliate that is Lender under US Agreement:Bank of Montreal
Applicable Lending Office for US Loans: 000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Address for Notices: 000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxx
US Tranche A Note Amount (5 year): US$ 21,000,000
US Tranche B Note Amount (364 day): US$ 5,880,000
Competitive Bid Note Amount: see Section 1.7 of US
Agreement
Canadian Agreement
Name of Affiliate that is Lender under Canadian Agreement:Bank of
Montreal
Applicable Lending Office for Canadian Advances:350-7th Avenue S.W.
(Floor 24)
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Address for Notices: 000-0xx Xxxxxx X.X.
(Xxxxx 00)
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Attention: Xxxxx X. XxXxxxxx
Canadian Note Amount: US$ 8,120,000
Competitive Bid Note Amount: see Section 1.9 of Canadian
Agreement
THE FIRST NATIONAL BANK OF CHICAGO
Percentage Share: 23.5294%
US Agreement
Name of Affiliate that is Lender under US Agreement:The First National
Bank of Chicago
Applicable Lending Office for US Loans: One First National Plaza
IL 1-0362
Xxxxxxx, Xxxxxxxx 00000
Address for Notices: One First National Plaza
IL 1-0362
Xxxxxxx, Xxxxxxxx 00000
Attention: Energy & Minerals
US Tranche A Note Amount (5 year): US$ 36,000,000
US Tranche B Note Amount (364 day): US$ 10,080,000
Competitive Bid Note Amount: see Section 1.7 of US
Agreement
Canadian Agreement
Name of Affiliate that is Lender under Canadian Agreement:First
Chicago NBD Bank, Canada
Applicable Lending Office for Canadian Advances:161 Xxx Xxxxxx, Xxxxx
0000, Xxxxxxx, Xxxxxxx X0X 0X0
Address for Notices: 000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxxxxx X. Xxxxx
Canadian Note Amount: US$ 13,920,000
Competitive Bid Note Amount: see Section 1.9 of Canadian
Agreement
THE TORONTO-DOMINION BANK
Percentage Share: 7.8431%
US Agreement
Name of Affiliate that is Lender under US Agreement:Toronto-Dominion
(Texas), Inc.
Applicable Lending Office for US Loans: 000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Address for Notices: 000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx Xxxxx
US Tranche A Note Amount (5 year) US$ 12,000,000
US Tranche B Note Amount (364 day) US$ 3,360,000
Competitive Bid Note Amount see Section 1.7 of US
Agreement
Canadian Agreement
Name of Affiliate that is Lender under Canadian Agreement:The
Toronto-Dominion Bank
Applicable Lending Office for Canadian Advances:Corporate and
Investment
Banking Group
8th floor Home Oil Xxxxx
000-0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
Address for Notices: Corporate and Investment
Banking Group
8th floor Home Oil Tower
324-8th Avenue S.W.
Calgary, Alberta
T2P 2Z2
Canadian Note Amount: US$ 4,640,000
Competitive Bid Note Amount: see Section 1.9 of Canadian
Agreement
FIRST SECURITY BANK, N.A.
Percentage Share: 5.8824%
US Agreement
Name of Affiliate that is Lender under US Agreement:First Security
Bank, N.A.
Applicable Lending Office for US Loans: 15 E. 000 Xxxxx, 0xx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Address for Notices: 00 X. 000 Xxxxx, 0xx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Attention: Xxxx X. Xxxxx
US Tranche A Note Amount (5 year) US$ 9,000,000
US Tranche B Note Amount (364 day) US$ 2,520,000
Competitive Bid Note Amount see Section 1.7 of US
Agreement
Canadian Agreement
Name of Affiliate that is Lender under Canadian Agreement:First
Security Bank, N.A.
Applicable Lending Office for Canadian Advances: 15 E. 000 Xxxxx, 0xx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Address for Notices: 00 X. 000 Xxxxx, 0xx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Canadian Note Amount: US$ 3,480,000
Competitive Bid Note Amount: see Section 1.9 of Canadian
Agreement
