FIRST AMENDING AGREEMENT TO THE PROVIDENT ENERGY TRUST CREDIT AGREEMENT DATED MAY 4, 2007
Exhibit
99.2
Execution
Copy
TO
THE PROVIDENT ENERGY TRUST
CREDIT
AGREEMENT
DATED
MAY 4, 2007
THIS FIRST AMENDING AGREEMENT
dated January 15, 2008 (the "First Amendment
Date")
BETWEEN:
as Borrower
- and
-
NATIONAL BANK OF
CANADA,
as
Administrative Agent
- and
-
THOSE
FINANCIAL INSTITUTIONS NAMED ON SCHEDULE "C" OF THE CREDIT AGREEMENT, AND SUCH
OTHER FINANCIAL INSTITUTIONS AS MAY BECOME PARTIES THERETO,
as
Lenders
PREAMBLE:
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A.
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Pursuant
to the Credit Agreement dated May 4, 2007 between Provident Energy Trust,
as Borrower, those financial institutions named on Schedule "C" thereto,
as Lenders and National Bank of Canada, as Administrative Agent
on behalf of the Lenders (the "Credit Agreement"), the
Lenders agreed to provide to the Borrower, inter alia, the Credit
Facility.
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B.
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The
parties wish to amend the Credit Agreement on the terms and conditions
herein provided.
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AGREEMENT:
In consideration of the premises, the
covenants and the agreements herein contained, the receipt and sufficiency of
which is hereby acknowledged between the parties, the parties agree as
follows:
Execution
Copy
1.
Definitions. Capitalized
terms used in this First Amending Agreement will, unless otherwise defined
herein, have the meanings attributed to such terms in the Credit Agreement, as
amended hereby.
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2.
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Amendment. Subject
to the conditions precedent set forth herein, the Credit Agreement is
amended as follows:
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(a)
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Section
2.12(a)(i) of the Credit Agreement is amended by deleting the reference to
"25%"
therein and replacing it with "30%";
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(b)
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Section
2.12(a)(ii) of the Credit Agreement is amended by deleting the reference
to "25%"
therein and replacing it with "30%";
and
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(c)
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Section
2.12(b) of the Credit Agreement is amended by deleting the reference to
"25%"
therein and replacing it with "30%".
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[Percentage
levels of Borrowing Base redacted]
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3.
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Conditions
Precedent. The amendments to the Credit Agreement set
forth in this First Amending Agreement shall be effective upon the
Administrative Agent receiving a fully executed copy of this First
Amending Agreement.
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4.
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Representations
and Warranties. The Borrower agrees with and confirms to
the Administrative Agent and the Lenders that as of the First Amendment
Date each of the representations and warranties listed in Section 10.1 of
the Credit Agreement, as amended by this First Amending Agreement, are
true and accurate in all material
respects.
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5.
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Continuing
Effect. Each of the parties acknowledges and agrees that
the Credit Agreement, as amended by this First Amending Agreement, and all
other Documents, including, without limitation, the Security, will be and
continue in full force and effect and are hereby confirmed and the rights
and obligations of all parties thereunder will not be affected or
prejudiced in any manner except as specifically provided
herein.
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6.
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Further
Assurance. The Borrower will from time to time forthwith
at the Administrative Agent's request and at the Borrower's own cost and
expense, make, execute and deliver, or cause to be done, made, executed
and delivered, all such further documents, financing statements,
assignments, acts, matters and things which may be reasonably required by
the Administrative Agent and as are consistent with the intention of the
parties as evidenced herein, with respect to all matters arising under
this First Amending Agreement.
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7.
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Expenses. The
Borrower will be liable for all expenses of the Administrative Agent and
the Lenders, including, without limitation, reasonable legal fees (on a
solicitor and his own client full indemnity basis) and other out-of-pocket
expenses in connection with the negotiation, preparation, establishment,
operation or enforcement of this First Amending Agreement (whether or not
consummated) by the Lenders.
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8.
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Counterparts. This
First Amending Agreement may be executed in any number of counterparts,
each of which when executed and delivered will be deemed to be an
original, but all of which when taken together constitutes one and the
same instrument. Any party may execute this First Amending
Agreement by signing any counterpart. For the purposes of this
Section, the delivery of a facsimile copy of an executed counterpart of
this First Amending Agreement shall be deemed to be valid execution and
delivery of this First Amending Agreement, but the party delivering a
facsimile copy shall deliver an original copy of this First Amending
Agreement as soon as possible after delivering the
facsimile.
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9.
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Acknowledgement
Re Unitholder Liability. The parties hereto acknowledge
that Provident Energy Ltd. is executing this First Amending Agreement
solely on behalf of the Borrower and the obligations of the Borrower
hereunder shall not be personally binding upon Provident Energy Ltd., the
trustee of the Borrower or any of the unitholders of the Borrower and that
any recourse against the Borrower, the trustee or any unitholder in any
manner in respect of any indebtedness, obligations or liability of the
Borrower arising hereunder or arising in connection herewith or from the
matters to which this Agreement relates, if any, including without
limitation claims based on negligence or otherwise tortious behaviour,
shall be limited to, and satisfied only out of, the Trust Fund as defined
in the Trust Indenture dated as of January 25, 2001 as amended from time
to time. Notwithstanding the foregoing, for certainty it is
acknowledged that nothing in this Section 9 shall impair or otherwise
affect any liability of Provident Energy Ltd. arising under any of the
Documents to which it is a party in its personal
capacity.
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IN WITNESS WHEREOF the parties
hereto have caused this First Amending Agreement to be duly executed as of the
date first above written.
by
its manager,
PROVIDENT
ENERGY LTD.,
as
Borrower
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Per:
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(Signed)
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Name:
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Xxxxxx
X. X'Xxxxx
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Title:
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Executive
Vice President, Operations and Chief Operating Officer
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Per:
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(Signed)
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Name:
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Xxxx
Xxxxxxxx
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Title:
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Assistant
Corporate Secretary
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This is a
counterpart execution page to the First Amending Agreement dated January 15,
0000
XXXXXXXX
XXXX XX XXXXXX,
as
Administrative Agent,
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Per:
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(Signed)
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Name:
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Xxxxx
Xxxxxxxx
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Title:
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Senior
Manager
Energy
Group
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Per:
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(Signed)
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Name:
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Xxxxxxx
X. Xxxxx
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Title:
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Senior
Manager
Energy
Group
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NATIONAL
BANK OF CANADA,
as
Operating Lender and Revolving Lender
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Per:
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(Signed)
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Name:
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Xxxxx
Xxxxxxxx
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Title:
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Senior
Manager
Energy
Group
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Per:
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(Signed)
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Name:
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Xxxxxxx
X. Xxxxx
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Title:
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Senior
Manager
Energy
Group
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This is a
counterpart execution page to the First Amending Agreement dated January 15,
0000
XXX
XXXX XX XXXX XXXXXX,
as
Revolving Lender,
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Per:
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(Signed)
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Name:
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Xxx
X. Xxxxxxxxx
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Title:
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Managing
Director
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Per:
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(Signed)
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Name:
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Xxxxxxx
Xxxxxx
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Title:
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Associate
Director
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BANK
OF MONTREAL
as
Revolving Lender,
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Per:
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(Signed)
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Name:
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Xxxx
Xxxxxx
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Title:
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Vice
President
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Per:
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(Signed)
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Name:
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Xxxx
Xxxxx
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Title:
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Associate
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This is a
counterpart execution page to the First Amending Agreement dated January 15,
2008
THE
TORONTO-DOMINION BANK,
as
Revolving Lender,
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Per:
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(Signed)
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Name:
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Xxxxxxx
Xxxxxxxx
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Title:
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Vice
President & Director
Corporate
Credit
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Per:
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(Signed)
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Name:
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Xxxx
Xxxxxxx
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Title:
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Vice
President
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ROYAL
BANK OF CANADA,
as
Revolving Lender,
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Per:
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(Signed)
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Name:
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Xxxxx
X. Xxxxx
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Title:
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Authorized
Signatory
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XXXXXX
XX, Xxxxxxx Branch,
as
Revolving Lender,
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Per:
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(Signed)
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Name:
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Xxxx
X. Xxxxxxx
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Title:
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Principal
Officer
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Per:
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(Signed)
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Name:
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Xxxxxx
X. Xxxx
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Title:
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Director,
Corporate Finance
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This is a
counterpart execution page to the First Amending Agreement dated January 15,
2008
BANK
OF AMERICA, N.A. (Canada Branch)
as
Revolving Lender,
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Per:
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(Signed)
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Name:
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Xxxxxx
Xxx
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Title:
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Vice
President
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CANADIAN
IMPERIAL BANK OF COMMERCE,
as
Revolving Lender,
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Per:
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(Signed)
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Name:
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Xxxxxx
Xxxxxxx
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Title:
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Executive
Director
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Per:
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(Signed)
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Name:
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Xxxxx
Xxxxx
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Title:
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Executive
Director
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This is a
counterpart execution page to the First Amending Agreement dated January 15,
2008
FORTIS
CAPITAL (CANADA) LTD.,
as
Revolving Lender,
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Per:
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(Signed)
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Name:
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Xxxx
Xxxxxx
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Title:
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AVP
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Per:
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(Signed)
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Name:
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Xxxx
Xxxxx
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Title:
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Senior
Vice President
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This is a
counterpart execution page to the First Amending Agreement dated January 15,
0000
XXXX
XXXX XX XXXXXX,
as
Revolving Lender,
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Per:
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(Signed)
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Name:
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Xxxx
Xxxxxxx
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Title:
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Director
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Per:
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(Signed)
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Name:
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Xxxxx
Xxxxx
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Title:
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Associate
Director
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This is a
counterpart execution page to the First Amending Agreement dated January 15,
2008
SOCIÉTÉ
GÉNÉRALE (CANADA),
as
Revolving Lender,
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Per:
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(Signed)
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Name:
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Xxxxx
Xxxxxxx
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Title:
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Managing
Director
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Per:
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(Signed)
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Name:
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Xxxx
Xxxxxxxxx
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Title:
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Vice
President
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CANADIAN
WESTERN BANK,
as
Revolving Lender,
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Per:
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(Signed)
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Name:
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Xxxx
Xxxxx
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Title:
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AVP,
Energy Lending
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Per:
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(Signed)
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Name:
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D.R.
(Xxxx) Xxxxx
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Title:
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Sr.
AVP & Branch Manager
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DEUTSCHE
BANK, AG, (Canada Branch),
as
Revolving Lender,
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Per:
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(Signed)
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Name:
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Xxxxxx
X. Xxxxxxxx
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Title:
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Vice
President
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Per:
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(Signed)
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Name:
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Xxxxxxxxx
Xxxxx
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Title:
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Assistant
Vice President
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This is a
counterpart execution page to the First Amending Agreement dated January 15,
0000
XXXXX
XXXX XX XXXXXXXXXX, N.A. (Canada Branch),
as
Revolving Lender,
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Per:
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(Signed)
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Name:
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Xxxxx
Xxxxxxx
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Title:
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Vice
President
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This is a
counterpart execution page to the First Amending Agreement dated January 15,
2008
UNITED
OVERSEAS BANK LIMITED. (Vancouver Branch),
as
Revolving Lender,
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Per:
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(Signed)
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Name:
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K.
Xxx Xxx
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Title:
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General
Manager
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This is a
counterpart execution page to the First Amending Agreement dated January 15,
2008
CREDIT
SUISSE, Toronto Branch,
as
Revolving Lender,
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Per:
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(Signed)
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Name:
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Xxxxx
Xxxxxx
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Title:
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Director
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Per:
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(Signed)
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Name:
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Xxxxx
X. Xxxxxxxx
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Title:
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Director
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Credit
Suisse, Toronto Branch
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This is a
counterpart execution page to the First Amending Agreement dated January 15,
2008
NATIONAL
BANK FINANCIAL INC.,
as
Co-Lead Arranger and Joint Bookrunner,
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Per:
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(Signed)
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Name:
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Xxxxx
Xxxxxxxx
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Title:
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Senior
Manager
Energy
Group
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Per:
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(Signed)
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Name:
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Xxxxxxx
X. Xxxxx
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Title:
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Senior
Manager
Energy
Group
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