EXHIBIT 10.9
SHARE TRANSFER AGREEMENT
made the 12th day of June, 0000
XXXXXXX
XXXXXXXXXXX XXXXXXX XXXXXX LTD.
and
CEPI HOLDINGS, INC.
RE: SHARES OF CRC-XXXXX CANADA LTD.
TABLE OF CONTENTS
PAGE
ARTICLE 1 INTERPRETATION.......................................................1
1.1 Definitions.............................................................1
1.2 Disclosure Schedule:....................................................5
1.3 Construction............................................................5
1.4 Canadian GAAP...........................................................6
1.5 Entire Agreement........................................................6
ARTICLE 2 SALE AND TRANSFER....................................................6
2.1 Sale and Transfer.......................................................6
2.2 Purchase Price..........................................................6
2.3 Allocation..............................................................6
2.4 Closing Deliveries of Seller............................................7
2.5 Closing Deliveries of Buyer.............................................7
2.6 Investment Canada.......................................................8
ARTICLE 3 REPRESENTAT IONS AND WARRANTIES......................................8
3.1 Sellers Representations and Warranties..................................8
3.2 Limitation of Seller's Representations.................................17
3.3 Buyer's Representations................................................17
3.4 Survival of Representations and Warranties.............................19
3.5 Application of Indemnities.............................................19
ARTICLE 4 GENERAL.............................................................19
4.1 Public Announcements...................................................19
4.2 Communications.........................................................19
4.3 Transaction Expenses...................................................20
4.4 Assignment.............................................................20
4.5 Inurement..............................................................20
4.6 Governing Law..........................................................20
4.7 Further Assurances.....................................................21
4.8 Waiver.................................................................21
4.9 Counterpart Execution..................................................21
4.10 Tax Returns and Financial Statements...................................21
4.11 Transfer Taxes.........................................................21
i
SHARE TRANSFER AGREEMENT
-THIS AGREEMENT made the 12th day of June, 1997,
BETWEEN:
XXXXXXXXXXX ENTERRA CANADA LTD., a body corporate having an office
in the Town of Nisku, in the Province of Alberta, (the "SELLER")
OF THE FIRST PART
- and -
CEPI HOLDINGS, INC., a body corporate having an office in the City
of Fort Worth, in the State of Texas, (the "BUYER")
OF THE SECOND PART
WHEREAS:
X. Xxxxxxxxxxx Enterra, Inc. ("Weatherford"), CRC-Xxxxx Pipeline
International, Inc. ("CRC") and Buyer are parties to that certain Amended
and Restated Asset Purchase Agreement dated effective the 31st day of
January, 1997 (the "Definitive Acquisition Agreement").
B. SECTION 5.8 of the Definitive Acquisition Agreement provides for the
execution and delivery of this Agreement pursuant to which the Seller
sells and the Buyer buys the Company Shares (as hereinafter defined) on
the terms and conditions hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, in consideration of
the premises and of the respective covenants and agreements of the parties
hereto hereinafter set forth, the parties hereto hereby covenant and agree with
one another as follows:
ARTICLE 1
INTERPRETATION
1.1 DEFINITIONS
In this Agreement, including the premises and the schedules hereto:
"ACCRUED LIABILITIES" has the meaning ascribed thereto in ARTICLE 10 of
the Definitive Acquisition Agreement.
"AFFILIATE" shall mean, with respect to any Person, an individual or
entity that, directly or indirectly, controls, is controlled by or is
under common control with such Person.
1
"AGREEMENT" shall mean this Share Transfer Agreement among the Seller, and
the Buyer, as amended from time to time by such parties.
"APPLICABLE LAW" means any statute, law, rule or regulation or any
judgment, order, writ, injunction or decree of any Governmental Entity to
which a specified Person or property is subject.
"BUSINESS" shall mean the businesses and operations of the Company
relating to (i) the design, manufacture, sales and rental of right-of-way
pipeline construction and rehabilitation equipment and services provided
in connection therewith, (ii) the design, manufacture, sale and
commissioning of pipe handling, cleaning and coating equipment, (iii) the
design, manufacture, sale and rental of automatic (mechanized) pipeline
welding systems and ancillary sales and services provided in connection
therewith and (iv) pipeline field joint coating services and related
equipment rentals and sales, the manufacture and sale of pipeline
induction heating systems, and pipeline coating rehabilitation services.
"BUSINESS DAY" means any day of the week except Saturday, Sunday or any
statutory holiday in Calgary, Alberta.
"BUYER" shall have the meaning specified in the preamble.
"CLOSING" shall mean the closing of the transactions contemplated by this
Agreement and the Definitive Acquisition Agreement on the Closing Date.
"CLOSING DATE" shall have the meaning given such term in SECTION 1.3 of
the Definitive Acquisition Agreement.
"COMPANY" means CRC-Xxxxx Canada Ltd., a corporation amalgamated under the
laws of the Province of Alberta.
"COMPANY SHARES" means all of the issued and outstanding shares in the
capital stock of the Company, consisting of 2450 Class A common shares,
7350 Class B common shares, 3086 Class C common shares and 9527 Class D
common shares.
"CONTRACTS AND OTHER AGREEMENTS" shall mean all contracts, agreements,
understandings, indentures, notes, bonds, loans, instruments, leases,
mortgages, franchises, licenses, commitments or binding arrangements,
whether express or implied, oral or written, to which the Company is a
party or bound or to which its properties or assets are subject.
"DAMAGES" shall mean any and all liabilities, losses, damages, demands,
assessments, claims, costs and expenses (including interest, awards,
judgments, penalties, settlements, fines, costs of remediation,
diminutions in value, costs and expenses incurred in connection with
investigating and defending any claims or causes of action (including,
without limitation, attorneys' fees and expenses and all fees and expenses
of consultants and other professionals)).
2
"DEBT OBLIGATIONS" shall mean an contract, agreement, indenture, note,
mortgage, deed of trust, security agreement or other instrument relating
to the borrowing of money or the pledge of collateral therefor or any
guarantee or other contingent liability in respect of any indebtedness or
obligation of any Person (other than the endorsement of negotiable
instruments for deposit or collection in the ordinary course of business).
"DISCLOSURE SCHEDULE" shall mean the amended disclosure schedule delivered
to the Buyer pursuant to the Definitive Acquisition Agreement.
"DOCUMENTS AND OTHER PAPERS" shall mean and include any document,
agreement, instrument, certificate, writing, notice, consent, affidavit,
letter, telegram, telex, statement, file, computer disk, microfiche or
other document in electronic format, schedule, exhibit or any other paper
or record whatsoever.
"ENVIRONMENTAL LAWS" shall mean all federal, provincial or municipal laws,
rules, regulations, statutes, ordinances or orders of any Governmental
Entity relating to (a) the control of any potential pollutant or
protection of the air, water or land, (b) solid, gaseous or liquid waste
generation, handling, treatment, storage, disposal or transportation and
(c) exposure to hazardous, toxic or other substances alleged to be
harmful. "Environmental Laws" shall include, but not be limited to THE
ENVIRONMENTAL PROTECTION AND ENHANCEMENT ACT (Alberta) and THE CANADIAN
ENVIRONMENTAL PROTECTION ACT (Canada) and all Regulations thereunder. The
term "Environmental Laws" shall also include all federal, provincial,
local and municipal laws, rules, regulations, statutes, ordinances and
orders dealing with the same subject matter or promulgated by any
governmental or quasi-governmental agency thereunder or to carry out the
purposes of any federal, provincial, local and municipal law.
"Environmental Laws" does not include any Occupational Safety and Health
legislation or any other federal, provincial or local law, statute,
ordinance, regulation or order governing worker safety or workplace
conditions.
"ENVIRONMENTAL PERMIT" shall mean any permit, license, approval,
registration, identification number or other authorization with respect to
the Principal Assets or the Business under any applicable Environmental
Law.
"EQUIPMENT" shall mean all machinery, transportation equipment, tools,
equipment, furnishings and fixtures owned, leased or subject to a contract
of purchase and sale, or lease commitment, that are used in the Business
as operated by the Company.
"EXCLUDED ASSETS" shall have the meaning given such term in SECTION 1.2 of
the Definitive Acquisition Agreement.
"FINANCIAL STATEMENTS" shall mean the unaudited December 31, 1994,
December 31, 1995 and December 31, 1996 financial statements of the
Company and the unaudited balance sheet of the Company as at January 31,
1997, delivered to the Buyer pursuant to SECTION 2.7 of the Definitive
Acquisition Agreement.
3
"GOVERNMENTAL ENTITY" shall mean any arbitrator, court, administrative or
regulatory agency, commission, department, board or bureau or body or
other government (domestic or foreign) or authority or instrumentality or
any entity or Person exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government
(domestic or foreign).
"HAZARDOUS MATERIALS" shall mean any (a) petroleum or petroleum products,
(b) hazardous substances, hazardous waste, hazardous materials or toxic
substances or words of similar import used under any applicable
Environmental Law and (c) any other chemical, substance or waste that is
regulated by any Governmental Entity under any Environmental Law.
"INVENTORIES" shall mean all inventories of finished goods, tooling
inventory, work in progress and raw materials relating to the Business,
wherever situated.
"LEASEHOLD INTERESTS" shall mean the interests of the Company as lessee in
the real property listed in SECTION 1.1(A)(V) of the Disclosure Schedule.
"LIEN" shall mean any lien, pledge, claim, charge, security interest or
other encumbrance, option, defect or other rights of any third Person of
any nature whatsoever other than Permitted Liens.
"MATERIAL ADVERSE EFFECT" shall mean a loss to the Business in excess of
$2,000,000, or a material adverse effect on the assets, business,
operations or financial or physical condition of the Principal Assets or
the Business or on the ability of the Seller to perform its obligations
under this Agreement, or that would constitute a criminal violation of law
involving a felony.
"NOTES PAYABLE" has the meaning ascribed thereto in ARTICLE 10 of the
Definitive Acquisition Agreement.
"PERMITTED LIENS" shall mean (a) Liens created by the Buyer, (b) Liens for
taxes, assessments and governmental charges not yet due and payable; (ii)
statutory liens arising in the ordinary course of business, relating to
obligations as to which there is no default on the part of the Seller or
the Company; and (c) any other Liens that in the aggregate do not exceed
$50,000; provided, however, that at the Closing "Permitted Liens" on Real
Property shall not include any Lien for taxes, assessments or governmental
charges registered against title to the Real Property, or statutory liens
filed of record against the Real Property, unless any such Liens are being
diligently contested in good faith by appropriate proceedings.
"PERSON" shall mean a corporation. an association, a partnership, an
organization, a business, an individual or a Governmental Entity.
"PRINCIPAL ASSETS" means all assets of the Company used in conjunction
with the Business, including without limitation the Equipment and the
Inventories but excluding Excluded Assets.
4
"PROPRIETARY INFORMATION" shall mean collectively (a) Proprietary Rights
and (b) any and all other information and material proprietary to the
Company, owned, possessed or used by the Company, whether or not such
information is embodied in writing or other physical form, and which is
not generally known to the public, that (i) relates to financial
information regarding the Company or the Business, including, without
limitation, (A) business plans and (B) sales, financing, pricing and
marketing procedures or methods of the Company or (ii) relates to specific
business matters concerning the Company, including, without limitation,
the identity of or other information regarding sales personnel or
customers of the Company.
"PROPRIETARY RIGHTS" means all patents, inventions, shop rights, know how,
trade secrets, designs, plans, manuals, computer software, specifications,
confidentiality agreements, confidential information and other proprietary
technology and similar information; all registered and unregistered
trademarks, service marks, logos, trade and corporate names (including the
name "CRC-Xxxxx Canada" and all derivations thereof) and all other
trademark rights; all registered and unregistered copyrights; and all
registrations for, and applications for registration of, any of the
foregoing, that are used in the conduct of the Business.
"PURCHASE PRICE" has the meaning ascribed thereto in SECTION 1.4(A) of the
Definitive Acquisition Agreement.
"REAL PROPERTY" shall mean the owned real property of the Company.
"SELLER" shall have the meaning specified in the preamble.
"TAXES" shall mean all federal, provincial, local, foreign and other
taxes, charges, fees, duties, levies, imposts, customs or other
assessments, including, without limitation, all net income, gross income,
gross receipts, sales, use, ad valorem, transfer, franchise, profits,
profit share, license, lease, service, service use, value added,
withholding, payroll, employment, excise, estimated, severance, stamp,
occupation, premium, property, windfall profits, or other taxes, fees,
assessments, customs, duties, levies, imposts, or charges of any kind
whatsoever, together with any interest, penalties, additions to tax, fines
or other additional amounts imposed thereon or related thereto, and the
term "TAX" means any one of the foregoing Taxes.
"TRADE PAYABLES" shall mean those obligations of the Company relating to
the provision of goods and services in the ordinary course of business and
that are classified as trade payables or accounts payable in the Financial
Statements in accordance with United States generally accepted accounting
principles as consistently applied by the Company.
1.2 DISCLOSURE SCHEDULE:
The Amended Disclosure Schedule referenced in and delivered pursuant
to the Definitive Acquisition Agreement is incorporated into this Agreement by
reference and forms a part of this Agreement as if attached to this Agreement,
whether so attached or not.
5
1.3 CONSTRUCTION
In this Agreement, unless otherwise expressly stated:
(a) references to a "party" or "parties" are references to a party or
parties to this Agreement, and references to "herein", "hereby",
"hereunder", "hereof" and similar expressions are references to this
Agreement and not to any particular section, subsection or schedule;
(b) references to an "Article", "Section", "subsection", "clause" or
"Schedule" are references to an Article, Section, subsection, clause
or Schedule of or to this Agreement;
(c) references to dollar amount are references to U.S. dollar amounts;
(d) words importing the singular shall include the plural and vice
versa, words importing gender shall include the masculine, feminine
and neuter genders, and references to a "person" or "persons" shall
include individuals, corporations, partnerships, associations,
bodies politic and other entities, all as may be applicable in the
context;
(e) the use of headings is for convenience of reference only and shall
not affect the construction or interpretation hereof, and
(f) time is of the essence.
1.4 CANADIAN GAAP
Except as otherwise expressly provided herein, all determinations
and assessments reliant on the application of accounting Principles shall be
made on a basis consistent with Canadian generally accepted accounting
principles.
1.5 ENTIRE AGREEMENT
This Agreement together with the applicable provisions of the
Definitive Acquisition Agreement expresses and constitutes the entire agreement
between the parties hereto with respect to the purchase and sale of the Company
Shares, and supersedes any previous agreements or understandings with respect
thereto. This Agreement may be amended only by written instrument executed by
the Seller and the Buyer.
6
ARTICLE 2
SALE AND TRANSFER
2.1 SALE AND TRANSFER
At the Closing and effective as of the Closing Date the Seller shall
sell, transfer and convey the Company Shares to the Buyer, and the Buyer shall
purchase and accept the Company Shares from the Seller, to have and to hold the
same, together with all benefit and advantage to be derived therefrom,
absolutely.
2.2 PURCHASE PRICE
The price to be paid by the Buyer for the Company Shares (the "SHARE
PURCHASE PRICE") shall be the portion of the Purchase Price allocated therefor,
as determined in accordance with SECTION 1.9 of the Definitive Acquisition
Agreement. The Seller acknowledges that the Buyer's payment of the Purchase
Price to CRC pursuant to and in accordance with the Definitive Acquisition
Agreement shall satisfy the obligation of the Buyer to make payment of the Share
Purchase Price hereunder.
2.3 ALLOCATION
The Share Purchase Price shall be allocated among the classes of the
Company Shares in the manner and in such amounts as may be determined in
accordance with SECTION 1.9 of the Definitive Acquisition Agreement.
2.4 CLOSING DELIVERIES OF SELLER
At Closing the Seller shall together with execution and delivery of
this Agreement deliver or cause to be delivered to the Buyer or such other
recipient designated by the Buyer or pursuant to Definitive Acquisition
Agreement the following:
(a) a certified copy of resolutions of the Board of Directors of the
Seller authorizing the execution, delivery and performance by the
Seller of its obligations under this Agreement;
(b) a certified copy of resolutions of the Board of Directors of the
Company authorizing the transfer of the Company shares to the Buyer;
(c) such other documents and instruments as may be required of the
Seller pursuant to the Definitive Acquisition Agreement;
(i) a certificate of an officer or director of the Company
attaching and certifying the by-laws of the Company in effect
on the Closing Date;
(ii) written resignations of Xxxxxx X. Xxxxxxx and Xxxxx Xxxxxxx
Xx. as directors of the Company;
7
(iii) certificates for the Company Shares, accompanied by duly
executed share transfers that transfer the Company Shares to
the Buyer;
(iv) the minute books and corporate seal of the Company;
(v) the legal opinion of Xxxxxxx Xxxxx, Canadian solicitors for
the Seller and the Company, addressing, to the extent
applicable to the transactions contemplated by this Agreement,
the matters set forth in Exhibit 5.9(b) to the Definitive
Acquisition Agreement, such opinion to be satisfactory to the
Buyer, acting reasonably.
2.5 CLOSING DELIVERIES OF BUYER
At Closing the Buyer shall together with execution and delivery of
this Agreement deliver or cause to be delivered to the Seller or such other
recipient designated by the Seller or pursuant to the Definitive Acquisition
Agreement the following:
(a) a certified copy of a resolution the Board of Directors of the Buyer
authorizing the execution, delivery and performance by the Buyer of
its obligations under this Agreement;
(b) such other documents and instruments as may be required of the Buyer
pursuant to the Definitive Acquisition Agreement;
(c) any other documents or instruments that may be reasonably requested
by the Seller in connection with the transactions contemplated by
this Agreement, including the legal opinion of Xxxxx & Company,
Canadian solicitors for the Buyer, addressing, to the extent
applicable to the transaction contemplated by this Agreement, the
matters set forth in EXHIBIT 6.6(B) to the Definitive Acquisition
Agreement, such opinion to be satisfactory to the Seller, acting
reasonably.
2.6 INVESTMENT CANADA
The Buyer shall, at or after Closing and in accordance with
applicable laws and procedures, file the notification required pursuant to
SECTION 11 of the INVESTMENT CANADA ACT and provide the Seller with a copy of
the filing.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1 SELLERS REPRESENTATIONS AND WARRANTIES
Except as otherwise set forth in the Disclosure Schedule, the Seller
represents and warrants to the Buyer as follows:
8
(a) CORPORATE MATTERS.
(i) The Seller and the Company are corporations duly amalgamated,
validly subsisting and in good standing under the laws of their
respective jurisdictions of amalgamation. The Company has all
requisite power and authority under all applicable laws, ordinances
and orders of public authorities to own, operate and lease its
properties and assets and to carry on its business in the manner
currently conducted, except where the failure to be so qualified
would not have a Material Adverse Effect. The Seller has all
requisite corporate power and authority to enter into this Agreement
and to perform its obligations under this Agreement.
(ii) True, correct and complete copies of the Certificate of Amalgamation
and the Bylaws of the Company have been provided by the Seller to
the Buyer, and such Certificate of Amalgamation and Bylaws are in
full force and effect.
(iii) Set forth in SECTION 2.1(C) of the Disclosure Schedule is a list of
assumed names under which the Company operates the Business.
(b) VALIDITY OF AGREEMENT AND CONFLICT WITH OTHER INSTRUMENTS.
(i) This Agreement, and all transactions contemplated hereby, have been
duly authorized and approved by all necessary corporate action on
the part of the Seller and the Company. No further corporate action
is necessary on the part of the Seller or the Company to execute and
deliver this Agreement or to consummate the transactions
contemplated hereby. This Agreement has been duly executed and
delivered by the Seller and is a legal, valid and binding obligation
of the Seller enforceable against the Seller in accordance with its
terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
from time to time in effect that affect creditors' rights generally
and by legal and equitable limitations on the availability of
specific remedies.
(ii) The execution, delivery and performance of this Agreement and the
other agreements and documents to be delivered by the Seller to the
Buyer, the consummation of the transactions contemplated hereby or
thereby, and the compliance with the provisions hereof or thereof,
by the Seller will not, with or without the passage of time or the
giving of notice or both:
(A) conflict with, constitute a breach, violation or termination
of any provision of, or give rise to any right of termination,
cancellation or acceleration, or loss of any right or benefit
or both, under, any of the Contracts and Other Agreements
relating to the Business,
(B) conflict with or violate the Certificate of Amalgamation or
Bylaws of the Seller or the Company,
9
(C) result in an acceleration or increase of any amounts due with
respect to the Trade Payables, Accrued Liabilities or Notes
Payable,
(D) result in the creation or imposition of any Lien on any of the
Company Shares or the Principal Assets, or
(E) violate any law, statute, ordinance, regulation, judgment,
writ, injunction, rule, decree, order or any other restriction
of any kind or character applicable to the Seller or the
Company or any of their respective properties or assets, other
than conflicts, breaches, violations, terminations or
conflicts that would not materially and adversely affect the
ability of the Seller or the Company to consummate the
transactions provided for in this Agreement.
(c) APPROVALS, LICENSES AND AUTHORIZATIONS.
(i) No order, license, comment, waiver, authorization or approval of, or
exemption by, or the giving of notice to, or the registration with,
or the taking of any other action in respect of, any Person not a
party to this Agreement, including any Governmental Entity, and no
filing, recording, publication or registration in any public office
or any other place is now, or under existing law in the future will
be, necessary on behalf of the Seller to authorize its execution,
delivery and performance of this Agreement or any other agreement
contemplated hereby to be executed and delivered by the Seller and
the consummation of the transactions contemplated hereby or thereby
or to effect the legality, validity, binding effect or
enforceability thereof.
(ii) All material licenses, permits, concessions, warrants, franchises
and other governmental authorizations and approvals of all
Governmental Entities required or necessary for the Company to carry
on its business in the places and in the manner currently conducted
have been duly obtained and are in full force and effect. No
material violations are in existence or have been recorded with
respect to such licenses, permits or other authorizations and no
proceeding is pending or, to the best knowledge of the Seller,
threatened with respect to the revocation or limitation of any of
such licenses, permits or other authorizations. The Company has
complied with all laws, rules, regulations and orders applicable to
the Business, and all rules, regulations and orders respecting the
provision of services by the Company, except for violations that
would not have a Material Adverse Effect. No proceedings are pending
or, to the knowledge of the Seller, threatened with respect to any
violation of any Applicable Law relating to the Company or the
Business, except for violations that would not have a Material
Adverse Effect.
10
(d) TITLE TO AND CONDITION OF PROPERTIES.
(i) The Company is registered as owner of an estate in fee simple in and
to each parcel of Real Property, free and clear of any Liens, other
than Permitted Liens and Liens and imperfections of title that would
not have a Material Adverse Effect. No parcel of Real Property is
subject to any decree of any Governmental Entity nor is being
condemned, expropriated or otherwise taken by any public authority
with or without payment of compensation therefor, nor, to the
knowledge of the Seller, has any such condemnation, expropriation or
taking been proposed.
(ii) The Company is the lessee or has succeeded to the rights of the
lessee under all of the Leasehold Interests and owns the Leasehold
Interests free and clear of all Liens, except for Permitted Liens.
The Company either owns the improvements and fixtures located on
each Leasehold Interest or validly occupies and uses such
improvements and fixtures in accordance with the terms of the
Leasehold Interest, in each case free and clear of Liens, except for
Permitted Liens. A true and complete copy or written description of
the lease governing each Leasehold Interest, as amended to date and
including any letter agreements relating thereto, has been furnished
by the Seller or CRC or Xxxxxxxxxxx to the Buyer.
(iii) All Equipment (excluding Equipment that did not have a cost basis of
$25,000 or more at their respective dates of acquisition by the
Company) is set forth in SECTION 1.1(A)(I) of the Disclosure
Schedule. The Company has good and marketable title to all Equipment
free and clear of all Liens. \
(iv) All Inventories at September 30, 1996 are set forth in SECTION
1.1(A)(II) of the Disclosure Schedule. The Company has good and
marketable title to all Inventories free and clear of all Liens.
(v) The Accounts Receivable are owned by the Company free and clear of
all Liens.
(vi) The Company owns or possesses licenses or other rights to use all
rights to all Proprietary Rights necessary for the conduct of the
Business as currently conducted. Set forth in SECTION 2.4(F) of the
Disclosure Schedule is a complete and accurate list of all patents,
trademarks and licenses the Company owns or possesses or otherwise
has rights to use and all patents, trademarks and licenses
pertaining to the Business that the Company owns or possesses or
otherwise has rights to use. No licenses, sublicenses, covenants or
agreements have been granted or entered into by the Company in
respect of the items listed in SECTION 2.4(F) of the Disclosure
Schedule except as noted thereon. The Company has not received any
notice of infringement, misappropriation or conflict from any other
Person with respect to such Proprietary Rights and, to the Seller's
knowledge, the conduct of the Business has not infringed,
misappropriated or otherwise conflicted with any
11
Proprietary Rights of any such Person. All of the Proprietary Rights
that are owned by the Company are owned free and clear of all Liens.
All Proprietary Rights that are licensed by the Company from third
parties are licensed pursuant to valid and existing license
agreements and such interests are not subject to any Liens other
than those under the applicable license agreements. The consummation
of the transactions contemplated by this Agreement will not result
in the loss of any Proprietary Rights and will not conflict with,
constitute a breach, violation or termination of, any agreement or
understanding, whether written or otherwise, relating to any
Proprietary Rights necessary for the conduct of the Business as
currently conducted.
(e) CONTRACTS AND COMMITMENTS.
(i) None of the Principal Assets is subject to and the Company is not a
party to or bound by:
(A) any agreement, contract or commitment requiring the
expenditure or series of related expenditures of funds or the
acquisition or disposition or assets, in either case involving
amounts or values in excess of $50,000 (other than purchase
orders in the ordinary course of business for goods necessary
for the Company to complete then existing contracts or
purchase orders);
(B) any loan or advance to, or investment in, any Person or any
agreement, contract, commitment or understanding relating to
the making of any such loan, advance or investment;
(C) any Debt Obligations;
(D) any partnership, joint venture or profit sharing agreement or
any management service, employment, bonus, incentive,
consulting or other similar type contract or agreement;
(E) any broker, sales, distributorship, dealer, manufacturer's
representative, agency or similar agreement relating to the
products sold or services provided by the Company;
(F) any maintenance, service or repair agreement requiring the
annual expenditure of funds in excess of $10,000; or
(G) any license, royalty or similar agreement.
(ii) The Company is not in breach of any provision of, or in default (nor
does the Seller have knowledge of any event or circumstance that
with notice, or lapse of time or both, would constitute an event of
default) under the terms of any of the Contracts and other
Agreements, except for breaches or defaults that would not have a
Material Adverse Effect. All of the Contracts and Other Agreements
that constitute a part of the Business are in full force
12
and effect. The Seller is not aware of any pending or threatened
disputes with respect to any of the Contracts and Other Agreements.
(iii) The enforceability of the Contracts and Other Agreements that
constitute a part of the Business will not be affected in any manner
by the execution and delivery of this Agreement or the consummation
of the transactions contemplated hereby.
(f) NO LITIGATION.
There is no action, suit, claim, investigation or legal, administrative,
arbitration or other proceeding, or governmental investigation or
examination, or any change in any zoning or building ordinance pending or,
to the Seller's knowledge, threatened against or affecting the Company,
the Business or any of the Company Shares, at law or in equity, before or
by any Governmental Entity.
(g) FINANCIAL STATEMENTS.
(i) the Seller or the Company has delivered or caused to be delivered to
the Buyer accurate and complete copies of the Financial Statements;
(ii) the Financial Statements:
(A) have been prepared from the books and records of the Company
in conformity with United States generally accepted accounting
principles applied on a basis consistent with preceding years
throughout the periods involved, subject to normal year-end
adjustments and accruals that would not have a Material
Adverse Effect and any other adjustments and accruals
described therein, and
(B) accurately, completely and fairly present the financial
position of the Business as of the respective dates thereof
and its results of operations and cash flows for the periods
then ended.
(h) BOOKS AND RECORDS.
To the knowledge of the Seller, all the books and records of the
Company relating to the Principal Assets or the Business, including
all personnel files, employee data and other materials relating to
employees of the Business, are substantially complete and correct,
have been maintained in accordance with good business practice and
all Applicable Laws, and, in the case of the books of account, have
been prepared and maintained in accordance with generally accepted
accounting principles consistently applied. Such books and records
accurately and fairly reflect, in reasonable detail, all material
transactions (when taken together as a whole), revenues, expenses,
assets and liabilities of the Company with respect to the Business.
13
(i) NO ADVERSE CHANGES OR EVENTS.
Since January 31, 1997, Business has been consistently operated only
in the ordinary course, and there not been:
(i) any adverse change in the financial condition, assets,
liabilities (contingent or otherwise), results of operations
or business of the Company except for such changes that in the
aggregate have not had a Material Adverse Effect;
(ii) any damage, destruction or loss, whether or not covered by
insurance, materially adversely affecting the Principal Assets
or the Business;
(iii) any increase in the compensation or rate of compensation or
commissions or bonuses payable or to become payable by the
Company to any employee of the Company that is not consistent
with past practice, any payment or accrual of, or commitment
with respect to, any bonus plan or severance arrangement that
is not consistent with past practice or any change or
modification to any severance arrangement;
(iv) any sale, assignment, transfer or other disposition or lapse
of any Proprietary Rights;
(v) any sale, transfer or other disposition of any properties or
assets, real, personal or mixed, tangible or intangible,
material to the Business (other than sales of Inventory in the
ordinary course of business);
(vi) any change in the Company's method of accounting for
financial, Tax or other purposes; or
(vii) any transactions giving rise to special or nonrecurring income
reflected in the Financial Statement; or any write-up or
revaluation that increased the book value of any assets
reflected in the Financial Statements.
(j) CUSTOMERS AND SUPPLIERS.
Set forth in SECTION 2.10 of the Disclosure Schedule is a list of
(i) the names of, and the dollar volume and percentage of products or
services purchased by the Company from, each of its largest
suppliers of products and services with respect to the Business (in
terms of purchases) during each of the fiscal years ended December
31, 1993, 1994 and 1995, and
(ii) the dollar volume and percentage of sales to each of the Company's
15 largest customers of products and services with respect to the
Business (in terms of sales) during each of such periods. The
Company is not past due (in accordance with the stated invoice
terms) with respect to any amounts owed to any of the suppliers
listed in SECTION 2.10 of the Disclosure Schedule.
14
(k) INSURANCE.
The Company maintains in full force and effect policies of insurance with
respect to the Principal Assets and the Business against casualties and
contingencies of such types and in such amounts as are customary for
corporations of similar size engaged in similar lines of business. All
premiums due and payable with respect to such policies have been timely
paid. No notice of cancellation of any such policy has been received by
the Company. During the past three years, no application by the Company
for insurance with respect to any Principal Assets or operations of the
Business has been denied for any reason.
(l) FINANCIAL REQUIREMENTS.
Set forth in SECTION 2.12 of the Disclosure Schedule is a list and summary
description of all bonds, deposits, financial assurance requirements and
insurance coverage submitted to Governmental Entities for the continued
ownership and operation of the Principal Assets or the Business.
(m) ENVIRONMENTAL MATTERS.
The sole representations of the Seller with respect to environmental
matters are set forth in this SECTION 3.1(M). To the extent
representations in other sections of this Agreement or the Definitive
Acquisition Agreement also could apply to environmental matters,
including, but not limited to, matters related to, arising under or
concerning Environmental Laws, such representations shall be construed to
exclude all environmental matters and to apply to matters other than
environmental matters. Except as would not have a Material Adverse Effect:
(i) Neither the Company nor, to the knowledge of the Seller, any prior
owner or operator of the Business, nor, to the knowledge of the
Seller, any carrier transporting Hazardous Materials for the
Company, has caused or allowed the generation, use, transportation,
treatment, storage or disposal of Hazardous Materials at any site or
facility owned, leased or operated by the Company or used in the
Business or, to the knowledge of the Seller, at any offsite
facilities, in each case except in accordance with all applicable
Environmental Laws.
(ii) The Company does not own or lease any real property, improvements or
related assets that form a part of the Principal Assets or the
Business and that have been subject to the release of any Hazardous
Materials.
(iii) The Company has secured all Environmental Permits necessary to the
conduct of the Business and the Company is in compliance with such
permits.
15
(iv) The Company has not received written notice of any proceedings,
claims or lawsuits related to or arising under any Environmental Law
and related to the Business or the Principal Assets.
(v) The Company is not currently operating or required to be operating
the Business under any compliance order, schedule, decree or
agreement, any consent decree, order or agreement. or corrective
action decree, order or agreement issued or entered into under any
Environmental Law.
(vi) The Business is being operated in substantial compliance with
applicable limitations, restrictions and requirements established
under Environmental Laws.
(vii) All written environmental studies, reports and analyses relating to
the Business that are in the possession of the Seller or the Company
have been made available to the Buyer or, if not in the possession
of the Seller or the Company but are known to the Seller or the
Company, have been identified to the Buyer.
(n) CONDITION OF ASSETS.
Except as expressly provided herein, the Principal Assets are in an "AS
IS, WHERE IS" condition, and the Seller makes NO REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, AS TO THEIR MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR AS TO THEIR CONDITION.
(o) WARRANTIES AND PRODUCT LIABILITY.
Except for (i) warranties implied by law and (ii) warranties disclosed in
SECTION 2.15 of the Disclosure Schedule, the Company has not given or made
any warranties in connection with the sale or rental of goods or services
on or prior to the Closing Date, including, without limitation, warranties
covering the customer's consequential damages. The Seller is not aware of
any state of facts or the occurrence of any event forming the basis of any
present claim against the Company with respect to warranties relating to
products manufactured, sold or distributed by the Company or services
performed by or on behalf of the Company on or prior to the Closing Date
except any claim that would not individually or in the aggregate exceed
$300,000.
(p) EMPLOYEE MATTERS.
There are no collective bargaining or other labor union agreements to
which the Company is a party or by which it is bound. To the knowledge of
the Seller, the Company has not encountered any labor union organizing
activity or had any actual or threatened employee strikes, work stoppages,
slowdowns or walkouts.
16
(q) FINDER'S FEES.
Except for fees payable to Xxxxxxx Xxxxx & Co. and Xxxxxxx & Company
International that are payable by CRC or Xxxxxxxxxxx, neither the Seller
nor any Affiliate of the Seller has employed or retained any investment
banker, broker, agent, finder or other party, or incurred any obligation
for brokerage fees, finder's fees or commissions, with respect to the sale
by the Seller of any of the Company Shares or with respect to the
transactions contemplated by this Agreement, or otherwise dealt with
anyone purporting to act in the capacity of a finder or broker with
respect thereto whereby any party hereto may be obligated to pay such a
fee or commission. The Seller agrees to indemnify and hold the Buyer and
its Affiliates harmless from and against any and all claims, liabilities
or obligations with respect to all fees, commissions or expenses asserted
by any Person on the basis of any act, statement, agreement or commitment
alleged to have been made by the Seller, with respect to any such fee,
commission o expense.
(r) RESIDENCY.
The Seller is not a non-resident of Canada for the purposes of Section 116
of the INCOME TAX ACT (Canada);
(s) MINUTE BOOKS.
The Company minute book contains complete, accurate and up-to-date
versions of:
(i) the articles of amalgamation and all by-laws, unanimous shareholder
agreements and other constating or governing corporate documents of
the Company,
(ii) minutes of all meetings of the directors and shareholders of the
Company held since the date of its formation by amalgamation, and
copies of all written resolutions of the directors and shareholders
of the Company passed in lieu of the holding of meetings,
(iii) registers of shareholders, transfers, directors and officers, and
(iv) all other documents and information summaries of any material nature
relating to the corporate activities and status of the Company.
(t) THE COMPANY SHARES.
(i) The authorized Capital of the Company consists of 5,000 Class "A"
Common Shares, 5,000 Class "B" Common Shares, 5,000 Class "C" Common
Shares, and 15,000 Class "D" Common Shares, of which only the
Company Shares are presently issued and outstanding, and there are
no agreements, options, rights or privileges (including, without
limitation, convertible securities, warrants or other rights of any
nature) for the purchase, subscription, allotment or issuance of any
of the unissued shares in
17
the capital of-the Company, or of any other Company securities of
any nature or kind;
(ii) the Company Shares have been duly authorized and issued, and are
fully paid and non-assessable;
(iii) the Seller is the registered and beneficial owner of the Company
Shares, and has good and marketable title thereto, and the Company
Shares are now, and will be conveyed to the Buyer, free and clear of
all liens, encumbrances, security interests and other third party
claims and interests of any nature whatsoever;
(iv) except for any approval stipulated by any statute or regulation,
there are no approvals or other restrictions of any nature
applicable to the sale and transfer of the Company Shares to the
Buyer pursuant hereto, and the Seller has the absolute right to
effect such sale and transfer.
(u) TAX MATTERS.
(i) The Company has duly filed all federal, provincial, local, and
foreign Tax Returns which have come due for filing and which are
required to be filed by or with respect to it with Revenue Canada or
other applicable taxing authorities, and no extensions with respect
to such Tax Returns have been requested or granted;
(ii) the Company has paid, or adequately reserved against in the
Financial Statements, all Taxes which have come due, or are claimed
by any Taxing authority to be due, from or with respect to it,
except Taxes that are being contested in good faith by appropriate
legal proceedings and for which adequate reserves have been set
aside;
(iii) the Company has received no notice that an issue is being raised or
adjustment is being proposed by Revenue Canada or any other Taxing
authority in connection with any of the Company's tax returns;
(iv) the Company has made all deposits which have come due with respect
to Taxes;
(v) no waiver or extension of any statute of limitations as to any
federal, provincial, local, or foreign tax matter has been given by
or requested from the Company.
3.2 LIMITATION OF SELLER'S REPRESENTATIONS
The Seller makes no representation or warranty whatsoever except as
and to the extent expressly set forth in SECTION 3.1; provided that all
representations, warranties and covenants of the Seller in this Agreement are in
addition to those in the Definitive Acquisition Agreement which pertain to the
Company and the Business. The Buyer acknowledges that it is aware of the
18
matters set forth in the Disclosure Schedule, and that each of the covenants,
representations and warranties of the Seller set forth in SECTION 3.1 is
expressly subject to all matters set forth in the Disclosure Schedule.
3.3 BUYER'S REPRESENTATIONS
The Buyer represents and warrants to the Seller as follows:
(a) CORPORATE MATTERS.
The Buyer is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware. The Buyer
has all requisite corporate power and authority to enter into this
Agreement and to perform its obligations under this Agreement. This
Agreement, and all transactions contemplated hereby, have been duly
authorized and approved by all necessary corporate action on the
part of the Buyer. No further corporate action is necessary on the
part of the Buyer to execute and deliver this Agreement or to
consummate the transactions contemplated hereby. This Agreement has
been duly executed and delivered by the Buyer and is a legal, valid
and binding obligation of the Buyer, enforceable against it in
accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws from time to time in effect that affect creditors'
rights generally and by legal and equitable limitations on the
availability of specific remedies. The execution, delivery and
performance of this Agreement and the consummation of the
transactions contemplated hereby, and the compliance with the
provisions hereof, by the Buyer will not violate any provision of,
or constitute a default under, any contract or other agreement to
which the Buyer is a party or by which it is bound, or conflict with
its Certificate of Incorporation or Bylaws, other than violations,
defaults or conflicts that would not materially and adversely affect
the ability of the Buyer to consummate the transactions provided for
in this Agreement.
(b) APPROVALS AND AUTHORIZATIONS.
No order, license, consent, waiver, authorization or approval of, or
exemption by, or the giving of notice to, or the registration with,
or the taking of any other action in respect of, any Person not a
party to this Agreement, including any Governmental Entity, and no
filing, recording, publication or registration in any public office
or any other place is now, or under existing law in the future will
be, necessary on behalf of the Buyer to authorize its execution,
delivery and performance of this Agreement or any other agreement
contemplated hereby to be executed and delivered by the Buyer and
the consummation of the transactions contemplated hereby or thereby
(including, but not limited to, purchase of the Company Shares), or
to effect the legality, validity, binding effect or enforceability
thereof
19
(c) FINDER'S FEES.
Neither the Buyer nor any Affiliate of the Buyer has employed or
retained any investment banker, broker, agent, finder or other
party, or incurred any obligation for brokerage fees, finder's fees
or commissions, with respect to the transactions contemplated by
this Agreement, or otherwise dealt with anyone purporting to act in
the capacity of a finder or broker with respect thereto whereby any
party hereto may be obligated to pay such a fee or a commission. The
Buyer agrees to indemnify and hold the Seller and its Affiliates
harmless from and against any and all claims, liabilities or
obligations with respect to all fees, commissions or expenses
asserted by any Person on the basis of any act, statement, agreement
or commitment alleged to have been made by the Buyer or any
Affiliate of the Buyer with respect to any such fee, commission or
expense.
(d) WTO INVESTOR.
The Buyer is a "WTO investor" as that term is defined in the
INVESTMENT CANADA ACT, R.S.C. 1985, as amended.
3.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES
The several representations and warranties of the parties to this
Agreement shall survive the Closing Date and shall remain in full force and
effect for a period of two years following the Closing Date (the period during
which the representations and warranties shall survive being referred to herein
with respect to such representations and warranties as the "Survival Period"),
and shall be effective with respect to any inaccuracy therein or breach thereof
(and a claim for indemnification under ARTICLE 7 of the Definitive Acquisition
Agreement may be made thereon) if a written notice asserting the claim shall
have been duly given in accordance with ARTICLE 7 of the Definitive Acquisition
Agreement within the Survival Period with respect to such matter. All covenants
and agreements contained herein shall survive without limitation. Any claim for
indemnification made during the Survival Period shall be valid and the
representations and warranties relating thereto shall remain in effect for
purposes of such indemnification notwithstanding that such claim may not be
resolved within the Survival Period.
3.5 APPLICATION OF INDEMNITIES
The parties acknowledge that the provisions in ARTICLE 7 of the
Definitive Acquisition Agreement are intended to apply to any misrepresentation,
breach of warranty or breach of any covenant or agreement of a party hereunder,
or to any obligation or liability which constitutes an Assumed Liability or a
Retained Liability (as those terms are defined in the Definitive Acquisition
Agreement), notwithstanding the sale and conveyance of the Company Shares.
20
ARTICLE 4
GENERAL
4.1 PUBLIC ANNOUNCEMENTS
Each of the parties and their Affiliates shall be entitled to make
all such announcements and disclosures in respect of this Agreement as they may
consider appropriate for purposes of satisfying obligations at law, or to any
governmental or regulatory authority or stock exchange, provided that the party
proposing to make the announcement and disclosure first provides the other party
with reasonable advance notice of the contents and timing of any such
announcement or disclosure, and provides such other party with a reasonable
opportunity to comment thereon.
4.2 COMMUNICATIONS
All notices and other communications given in connection with this
Agreement shall be in writing, and the respective addresses of the parties for
the service of any such notices or other communications shall be as follows:
Seller: Xxxxxxxxxxx Enterra Canada Ltd.
c/x Xxxxxxxxxxx Enterra, Inc.
0000 Xxxx Xxx Xxxxxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: H. Xxxxxxx Xxxxxx
Fax No.: (000) 000-0000
With a copy to: Xxxxxxx Xxxxx
Barristers & Solicitors
3700. 000 - Xxxxx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxx Xxxxxxx Xx.
Fax No: (000) 000-0000
Buyer: CEPI Holdings, Inc.
000 Xxxx Xxxxxx
Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxx
Fax No.: (000) 000-0000
All notices and communications given in connection with this Agreement shall be
sufficiently given if addressed as aforesaid and either delivered by hand or by
reputable courier service with proof of delivery to the intended recipient's
address for service as set forth above, or sent by direct facsimile
telecommunication (with receipt confirmed) to such party at its fax number as
set forth above. Any notice so given shall be deemed to have been given and
received on the first Business Day on which it is presented during normal
business hours at the address for service of the
21
addressee thereof, or, in the case of a direct facsimile telecommunication, on
the day on which it is transmitted if transmitted prior to or during normal
business hours on a Business Day, or on the first Business Day following the day
on which it is transmitted if transmitted otherwise. A party may change its
address for service by giving written notice thereof to the other party and
their counsel.
4.3 TRANSACTION EXPENSES
The parties shall each be responsible for their own legal,
accounting, evaluation and other transaction fees and expenses incurred in
connection with the purchase and sale contemplated hereby.
4.4 ASSIGNMENT
Neither party shall be entitled to assign any rights or obligations
under or in respect of this Agreement without the prior written consent of the
other party, which consent shall not be unreasonably withheld.
4.5 INUREMENT
This Agreement shall inure to the benefit of and be binding upon the
parties and their respective successors and permitted assigns.
4.6 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of the Province of Alberta, and each of the parties submits to the
jurisdiction of the courts of the Province of Alberta for the interpretation and
enforcement hereof.
4.7 FURTHER ASSURANCES
Each of the parties shall from time to time and at all times
hereafter, without further consideration, do and perform all such further acts
and things, and execute and deliver all such further agreements, assurances,
notices, releases and other documents and instruments, as may reasonably be
required to more fully assure the transfer of the Company Shares to the Buyer in
accordance with the provisions of this Agreement, and otherwise to assure the
carrying out of the intent and purpose of this Agreement.
4.8 WAIVER
No waiver by either party shall be effective unless in writing, and
a waiver shall affect only the matter, and the occurrence thereof, specifically
identified in the writing granting such waiver and shall not extend to any other
matter or occurrence.
22
4.9 COUNTERPART EXECUTION
This Agreement may be executed in separate counterparts, and the
executed counterparts shall together constitute one instrument and have the same
force and effect as if both of the parties had executed the same instrument.
4.10 TAX RETURNS AND FINANCIAL STATEMENTS
The Seller agrees to prepare or cause to be prepared, at the
Seller's expense, and within 180 days of the Closing Date, audited financial
statements of the Company and federal and provincial corporate income tax
returns and goods and services tax returns for the Company, in each case for the
fiscal periods ending December 31, 1996 and on the Closing Date. The said
financial statements and tax returns shall be prepared on a basis consistent
with past practice by the accountants of the Company prior to Closing or such
other accountants selected by the Seller, provided that the said financial
statements and tax returns shall be subject to review and approval of the Buyer
before finalization, acting reasonably. The Buyer shall provide or cause to be
provided to the Seller and the Seller's agents and professional advisors full
and unrestricted access to the relevant records of the Company, and all other
reasonable assistance and cooperation requested by the Seller, in order to
facilitate and assist the Seller in the preparation of the said financial
statements and tax returns.
4.11 TRANSFER TAXES
(a) Notwithstanding any provision of law imposing the burden of Transfer
Taxes (as hereinafter defined) on the Seller or the Buyer, as the
case may be, any sales, use and other transfer Taxes imposed in
connection with the consummation of the transactions contemplated by
this Agreement (collectively, "Transfer Taxes") shall be borne
equally by the Buyer and the Seller. The Seller and the Buyer agree
to cooperate in good faith with each other, and to use their
commercially reasonable efforts, to minimize Transfer Taxes. Without
limiting the generality of the preceding sentence, (i) the
appropriate party hereto shall promptly and properly complete,
execute and deliver to the other party resale, exemption and/or
similar certificates or other documentation necessary or appropriate
under any applicable law to claim and/or evidence that all or any
portion of the sale or transfer of the Company Shares under this
Agreement is exempt from or otherwise not subject to Transfer Taxes
imposed under such applicable law and (ii) each of the parties
hereto shall consult and cooperate in good faith with each other on
a timely basis in order to effectively handle and contest any audit,
examination, investigation or administrative, court or other
proceeding relating to Transfer Taxes.
(b) The Buyer shall pay any and all recording, filing or other fees
relating to the conveyance or transfer of the Company Shares from
the Seller to the Buyer. The Seller shall pay, cause to be paid or
adjust in favor of the Buyer all income taxes and goods and services
taxes payable by the Company for all fiscal periods prior to the
Closing, including applicable interest or penalties due thereon.
23
(c) If a party hereto shall fail to pay on a timely basis any amount for
which such party is responsible under this SECTION 4.11, the other
party may pay such amount to the appropriate Governmental Entity or
Governmental Entities or other appropriate third party or parties,
and the party responsible for payment of such amount shall promptly
reimburse the other party for such amount so paid.
(d) The respective rights and obligations of the parties hereto under
this SECTION 4.11 shall survive the Closing without limitation.
24
IN WITNESS WHEREOF the parties have executed and delivered this
Agreement as of the date first above written.
XXXXXXXXXXX ENTERRA CANADA LTD.
Per:____________________________
Per:____________________________
Per:____________________________
Per:____________________________
25
