0001047469-04-033012 Sample Contracts

UNDERWRITING AGREEMENT BASIC PROVISIONS
Underwriting Agreement • November 3rd, 2004 • Petro Canada • Petroleum refining • New York

From time to time Petro-Canada, a corporation organized under the laws of Canada ("Parent") and PC Financial Partnership, a Delaware partnership ("PCF"), may enter into one or more terms agreements (each a "Terms Agreement" and, together with the provisions hereof incorporated therein by reference, an "Underwriting Agreement") in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine and, subject to the terms and conditions stated or provided for herein and therein, to issue and sell to the firms named as underwriters in the applicable Underwriting Agreement (such firms constituting the "Underwriters" with respect to such Underwriting Agreement and the securities specified therein) up to US$1,000,000,000 aggregate principal amount of debt securities (the "Debt Securities"). The Debt Securities may be issued in one or more series: (1) by Parent, or (2) by PCF. The name of the issuer (the "Issuer") will be specified in Schedule II to the applic

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