SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT TO ISSUANCE OF ADDITIONAL SENIOR NOTES

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Exhibit 10.11

SECOND AMENDMENT TO THIRD
AMENDED AND RESTATED CREDIT AGREEMENT
AND
CONSENT TO ISSUANCE OF ADDITIONAL SENIOR NOTES

THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT TO ISSUANCE OF ADDITIONAL SENIOR NOTES (hereinafter referred to as this "Second Amendment") executed as of the 31^st day of March, 2004, by and among ADDISON ENERGY INC., an Alberta, Canada corporation (the "Borrower"), XXXX XXX, XX, XXXXXX BRANCH, a national banking association ("Bank One"), each of the financial institutions which is a party hereto (as evidenced by the signature pages to this Second Amendment) or which may from time to time become a party hereto pursuant to the provisions of Section 28 of the Credit Agreement (hereinafter defined) or any successor or assignee thereof (hereinafter collectively referred to as "Lenders", and individually, "Lender"), Bank One, as Administrative Agent ("Agent"), BNP PARIBAS (CANADA), as Syndication Agent, THE BANK OF NOVA SCOTIA, as Co-Documentation Agent and THE TORONTO-DOMINION BANK, as Co-Documentation Agent.

WITNESSETH:

WHEREAS, the Borrower, the Agent and the Lenders are parties to that certain Third Amended and Restated Credit Agreement dated as of January 27, 2004, as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of March 31, 2004 (as so amended, and as the same may be hereafter amended, supplemented or otherwise modified from time to time, the "Credit Agreement").

WHEREAS, the Borrower has requested that the Agent and the Lenders (a) consent to the issuance by the Company of an additional $100,000,000 in aggregate principal amount of its 7¹/4% Senior Notes Due 2011 (the "New Notes") under, and pursuant to the provisions of Section 2.13 of, the Indenture, and (b) in connection therewith, amend the Credit Agreement to permit the Company to issue the New Notes under, and pursuant to the provisions of Section 2.13 of, the Indenture, and the Agent and the Lenders have agreed to do so upon and subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Borrower, Agent and the Lenders, hereby agree as follows:

SECTION 1. Definitions and Defined Terms.

1.1 Each capitalized term used but not defined in this Second Amendment have the meanings assigned to such term in the Credit Agreement.

1.2 As used in this Second Amendment, the following terms shall have the respective meanings set forth, or to which reference is made, below:

1.2.1 Additional Securities has the meaning ascribed to such term in the Indenture.

1.2.2 Consolidated Coverage Ratio has the meaning ascribed to such term in the Indenture.

1.2.3 Incur has the meaning ascribed to such term in the Indenture.

1.2.4 Incurrence has the meaning ascribed to such term in the Indenture.

1.2.5 Indebtedness has the meaning ascribed to such term in the Indenture.

1.2.6 Net Cash Proceeds has the meaning ascribed to such term in the Indenture.

1.2.7 Officers' Certificate has the meaning ascribed to such term in the Indenture.

1.2.8 Opinion of Counsel has the meaning ascribed to such term in the Indenture.

1.2.9 U.S. Credit Agreement Amendment and Consent means an agreement in form and substance comparable to this Agreement (a) effecting an amendment to Section 13(g)(viii) of the U.S. Credit Agreement identical to the amendment Section 13(g)(ix) of the Credit Agreement effected by Section 2.1 of this Amendment, and (b) evidencing a consent of the requisite lenders under the Canadian Credit Agreement identical to the consent set forth in Section 3 of this Amendment.

SECTION 2. Amendment to Credit Agreement. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 6 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Second Amendment, the Credit Agreement shall be amended in the manner provided in this Section 2.

2.1 Amendment to Negative Covenant. Section 13(g)(ix) of the Credit Agreement shall be and it hereby is amended in its entirety to read as follows:

(ix) the Senior Notes, provided the aggregate principal amount of such indebtedness does not exceed $450,000,000; or

SECTION 3. Consent to Issuance of New Notes. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 6 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Second Amendment, the Agent and the Lenders hereby consent to (a) the issuance by the Company of the New Notes under, and pursuant to the provisions of Section 2.13 of, the Indenture, (b) the amendment, modification or supplement to the Senior Note Documents for the sole purpose of reflecting the issuance of the New Notes if, after giving effect to each such amendment, modification or supplement (i) the maximum principal amount of the Senior Notes outstanding under the Indenture shall not be increased to an amount in excess of $450,000,000, (ii) except as provided in clause (i) preceding, the Borrower is in compliance with the provisions of Section 13(r) of the Credit Agreement, (iii) the New Notes constitute Additional Securities permitted to be issued and be outstanding under the Indenture, and (iv) the New Notes constitute "Notes," as that term is defined in the Senior Notes Intercreditor Agreement.

SECTION 4. Reaffirmation of Representations and Warranties. Except to the extent its provisions are specifically amended, modified or superseded by this Second Amendment, the representations, warranties and affirmative and negative covenants of the Borrower contained in the Credit Agreement are incorporated herein by reference for all purposes as if copied herein in full. The Borrower hereby restates and reaffirms each and every term and provision of the Credit Agreement, as amended, including, without limitation, all representations, warranties and affirmative and negative covenants. Except to the extent its provisions are specifically amended, modified or superseded by this Second Amendment, the Credit Agreement, as amended, and all terms and provisions thereof shall remain in full force and effect, and the same in all respects are confirmed and approved by the Borrower, the Agent and the Lenders.

SECTION 5. Additional Representations and Warranties. In order to induce the Agent and the Lenders to enter into this Second Amendment, the Borrower represents and warrants to the Agent and to each of the Lenders that:

5.1 Factual Information. All factual information heretofore or contemporaneously furnished by or on behalf of the Borrower to Agent for purposes of or in connection with this Second Amendment does not contain any untrue statement of a material fact or omit to state any material fact necessary to keep the statements contained herein or therein from being misleading.

5.2 Conforming Additional Securities. The New Notes constitute and conform to the requirements of Additional Securities for all purposes under the Indenture.

5.3 Consolidated Coverage Ratio. On the date hereof, and after giving effect to the issuance of the New Notes on a pro forma basis, the Consolidated Coverage Ratio exceeds 2.5 to 1.

Each of the foregoing representations and warranties shall constitute a representation and warranty of the Borrower made under the Credit Agreement, and it shall be an Event of Default if any such representation and warranty shall prove to have been incorrect or false in any material respect at the time given. Each of the representations and warranties made under the Credit Agreement (including those made herein) shall survive and not be waived by the execution and delivery of this Second Amendment or any investigation by the Agent or the Lenders.

SECTION 6. Conditions. The amendment to the Credit Agreement contained in Section 2 of this Second Amendment and the consents contained in Section 3 of this Second Amendment shall be effective upon the satisfaction of each of the conditions set forth in this Section 6.

6.1 Execution and Delivery by Borrower. The Borrower shall have executed and delivered this Second Amendment, and other required documents, all in form and substance satisfactory to the Agent.

6.2 Execution and Delivery by Majority Lenders. This Second Amendment shall have been executed by Majority Lenders, and the Agent shall have received counterparts, in form and substance satisfactory to the Agent, evidencing such execution by Majority Lenders.

6.3 Amendment of U.S. Credit Agreement. The Agent shall have received a fully-executed copy of the U.S. Credit Agreement Amendment and Consent.

6.4 Representations and Warranties. The representations and warranties of the Borrower under this Second Amendment are true and correct in all material respects as of the date of issuance of the New Notes, as if then made (except to the extent that such representations and warranties related solely to an earlier date).

6.5 No Event of Default. On the date of issuance of the New Notes, both before such issuance is effected and after giving effect to such issuance, no Event of Default shall have occurred and be continuing nor shall any event have occurred or failed to occur which, with the passage of time or service of notice, or both, would constitute an Event of Default.

6.6 Consummation of New Notes Issuance The Trustee shall have authenticated the New Notes in accordance with the provisions of the Indenture, and the Company shall have consummated the issuance of the New Notes and have received gross proceeds of at least $100,000,000 from the issuance of the New Notes;

6.7 Reduction of Credit Agreement Indebtedness. The Borrower shall have provided Agent with evidence reasonably acceptable to Agent that the principal amount of the indebtedness outstanding under the Credit Agreement on the date of issuance of the Senior Notes has been, or contemporaneously with the issuance of the Senior Notes will be reduced by payment from the Net Cash Proceeds derived from the issuance of the Senior Notes in the amount equal to the lesser of (a) the full amount of the Net Cash Proceeds derived from the issuance of the Senior Notes and (b) the amount by which the principal amount of the indebtedness outstanding under the Credit Agreement on the date of issuance of the Senior Notes exceeds C$1,000.00.

6.8 Senior Loan Documents. The Borrower shall have provided to the Agent copies of (a) any prospectus, offering memorandum or similar document (and all amendments and supplements thereto) furnished by the Company prior to the issuance of the New Notes to prospective purchasers of the New Notes, and (b) all documents executed by the Company and delivered to the Trustee in connection

with the issuance of the New Notes, including, without limitation, each document effecting an amendment, modification or supplement to any Senior Note Document.

6.9 Officers' Certificates. The Borrower shall have provided to the Agent (a) a copy of the Officers' Certificate delivered to the Trustee by the Company pursuant to Section 2.13 of the Indenture, certified as being true, correct and complete by the Persons who executed such Officers' Certificate and accompanied by a written authorization from the Persons who executed such Officers' Certificate stating that Agent and the Lenders may rely on such Officers' Certificate as though it were addressed to them, and (b) a copy of each other Officers' Certificate, if any, delivered to the Trustee by the Company pursuant to Section 14.04(1) of the Indenture in connection with the authentication and issuance of the New Notes, in each case certified as being true, correct and complete by the Persons who executed such Officers' Certificate and accompanied by a written authorization from the Person who executed such Officers' Certificate stating that Agent and the Lenders may rely on such Officers' Certificate as though it were addressed to them.

6.10 Opinions of Counsel. The Borrower shall have provided to the Agent (a) a copy of the Opinion of Counsel delivered to the Trustee by the Company pursuant to Section 2.13 of the Indenture, accompanied by a written authorization from the Person who executed such Opinion of Counsel stating that Agent and the Lenders may rely on such Opinion of Counsel as though it were addressed to them, and (b) a copy of each other Opinion of Counsel, if any, delivered to the Trustee by the Company pursuant to Section 14.04(2) of the Indenture in connection with the authentication and issuance of the New Notes, in each case accompanied by a written authorization from the Person who executed such Opinion of Counsel stating that Agent and the Lenders may rely on such Opinion of Counsel as though it were addressed to them.

6.11 Confirmation of Trustee. The Agent shall have received a written confirmation of the Trustee, addressed to the Credit Agent (as that term is defined in the Senior Notes Intercreditor Agreement), confirming that the New Notes are included in the "Notes," as that term is defined in the Senior Notes Intercreditor Agreement.

6.12 Other Documents. The Agent shall have received such other instruments and documents incidental and appropriate to the transaction provided for herein as the Agent or its counsel may reasonably request, and all such documents shall be in form and substance satisfactory to the Agent.

6.13 Legal Matters Satisfactory. All legal matters incident to the consummation of the transactions contemplated hereby shall be reasonably satisfactory to special counsel for the Agent retained at the expense of the Borrower.

SECTION 7. Miscellaneous.

7.1 Indemnification. The Borrower agrees to indemnify and hold harmless Agent and the Lenders and their respective officers, employees, agents, attorneys and representatives (singularly, an "Indemnified Party", and collectively, the "Indemnified Parties") from and against any loss, cost, liability, damage or expense (including the reasonable fees and out-of-pocket expenses of counsel to Agent or the Lenders, including all local counsel hired by such counsel) ("Claim") incurred by Agent or the Lenders in investigating or preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrower or its agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all

documents, items and materials contemplated thereby even if any of the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Borrower to the Lenders hereunder or at common law or otherwise, and shall survive any termination of this Second Amendment, the expiration of the Loan and the payment of all indebtedness of the Borrower to the Lenders hereunder and under the Notes, provided that the Borrower shall have no obligation under this Section 7.1 to the Lenders with respect to any of the foregoing arising out of the gross negligence or willful misconduct of the Lenders. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify the Borrower of such Claim (but failure to do so shall not affect the indemnification herein made except to the extent of the actual harm caused by such failure). The Indemnified Party shall have the right to employ, at the Borrower's expense, counsel of the Indemnified Parties' choosing and to control the defense of the Claim. The Borrower may at its own expense also participate in the defense of any Claim. Each Indemnified Party may employ separate counsel in connection with any Claim to the extent such Indemnified Party believes it reasonably prudent to protect such Indemnified Party. The parties intend for the provisions of this Section 7.1 to apply to and protect each Indemnified Party from the consequences of strict liability imposed or threatened to be imposed on any Indemnified Party as well as from the consequences of its own negligence, whether or not that negligence is the sole, contributing, or concurring cause of any Claim, but not from any portion of such Claim arising from the gross negligence or willful misconduct of any Indemnified Party.

7.2 Counterparts. This Second Amendment may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. However, this Second Amendment shall bind no party until the Borrower, the Agent and Majority Lenders have executed a counterpart. Facsimiles shall be effective as originals.

7.3 WRITTEN CREDIT AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN AND AMONG 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 AND AMONG THE PARTIES.

7.4 No Impairment. The Borrower confirms and agrees that (a) neither the execution of this Second Amendment nor any other Loan Document nor the consummation of the transactions described herein and therein shall in any way effect, impair or limit the covenants, liabilities, obligations and duties of the Borrower under the Loan Documents and (b) the obligations evidenced and secured by the Loan Documents continue in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Second Amendment to be duly executed as of the date first above written.

		*BORROWER:*
		ADDISON ENERGY INC.
		By:	/s/ J. XXXXXXX XXXXXX
		Name:	J. Xxxxxxx Xxxxxx
		Title:	Vice President and Chief Financial Officer

		*LENDERS:*
		BANK ONE, NA, CANADA BRANCH as a Lender and as Administrative Agent
		By:	/s/ WM. XXXX XXXXXXX
		Name:	Wm. Xxxx Xxxxxxx
		Title:	Director—Banc One Capital Markets

		BNP PARIBAS (CANADA) as a Lender and as Syndication Agent
		By:	/s/ XXXXXX XXX
		Name:	Xxxxxx Xxx
		Title:	Assistant Vice President
		By:	/s/ XXXXXXX XXXXXXXX
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Managing Director

		COMERICA BANK, CANADA BRANCH as a Lender
		By:	/s/ XXXXXX X. XXXXX
		Name:	Xxxxxx X. Xxxxx
		Title:	Vice President

		THE BANK OF NOVA SCOTIA as a Lender and as a Co-Documentation Agent
		By:	/s/ XXXXX XXXXXXXXXX
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Director

		JPMORGAN CHASE BANK, TORONTO BRANCH as a Lender
		By:	/s/ XXXX XXXXXXXX
		Name:	Xxxx XxXxxxxx
		Title:	Vice President

		THE TORONTO-DOMINION BANK as a Lender and as a Co-Documentation Agent
		By:	/s/ XXXXX KANJI
		Name:	Xxxxx Kanji
		Title:	Corporate Credit Admin. Assistant Manager

		UNION BANK OF CALIFORNIA CANADA BRANCH as a Lender
		By:	/s/ XXXXXX XXXXXXX
		Name:	Xxxxxx Xxxxxxx
		Title:	Vice President
		By:	/s/ XXXXX XXXXXXX
		Name:	Xxxxx Xxxxxxx
		Title:	Vice President

		CREDIT SUISSE FIRST BOSTON TORONTO BRANCH as a Lender
		By:	/s/ XXXXX XXXXXX
		Name:	Xxxxx Xxxxxx
		Title:	Director
		By:	/s/ XXXXX XXXXXXX
		Name:	Xxxxx Xxxxxxx
		Title:	Vice President

		BANK OF AMERICA N.A., CANADA BRANCH by its Canada branch as a Lender
		By:	/s/ XXXXXX SALES XX XXXXXXX
		Name:	Xxxxxx Sales xx Xxxxxxx
		Title:	Assistant Vice President