STOCKHOLDER AGREEMENTStockholder Agreement • June 18th, 2004 • Prima Energy Corp • Crude petroleum & natural gas • Delaware
THIS STOCKHOLDER AGREEMENT (the "Agreement") is entered into as of June 9, 2004, by and among Petro-Canada (US) Holdings Ltd., a Delaware corporation ("Parent"), Raven Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"), and the stockholder listed on Schedule I hereto (the "Stockholder") of Prima Energy Corporation, a Delaware corporation (the "Company").
CREDIT AGREEMENT (CANADA) BETWEEN: PETRO-CANADA (AS BORROWER) –AND– THE FINANCIAL INSTITUTIONS SIGNATORY HERETO (AS LENDERS) –AND– BANK OF MONTREAL (AS ADMINISTRATIVE AGENT) –WITH– BMO NESBITT BURNS (AS LEAD ARRANGER AND BOOKRUNNER) –AND– RBC CAPITAL...Credit Agreement • June 18th, 2004 • Prima Energy Corp • Crude petroleum & natural gas • Alberta
NOW THEREFORE, in consideration of the premises, the covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties agree as follows:
AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 9, 2004 BY AND AMONG PETRO-CANADA (US) HOLDINGS LTD., RAVEN ACQUISITION CORP. AND PRIMA ENERGY CORPORATIONMerger Agreement • June 18th, 2004 • Prima Energy Corp • Crude petroleum & natural gas • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 9, 2004 (the "Agreement"), by and among PETRO-CANADA (US) HOLDINGS LTD., a Delaware corporation ("Parent"), RAVEN ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"), and PRIMA ENERGY CORPORATION, a Delaware corporation (the "Company"). Certain terms used in this Agreement are used as defined in Article VIII.
JOINT FILING AGREEMENTJoint Filing Agreement • June 18th, 2004 • Prima Energy Corp • Crude petroleum & natural gas
This Agreement may be executed in two or more counterparts by each of the undersigned, and each of which, taken together, shall constitute one and the same instrument.
