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Administration Agreement
Administration Agreement (50K)
Doc #1553915: Click preview link for longer preview.
ADMINISTRATION AGREEMENT
between
OLYMPIA TRUST COMPANY
and
STARPOINT ENERGY LTD.
Dated as of December 6, 2004
TABLE OF CONTENTS
Page
Article 1 INTERPRETATION
1
1.1
Definition
1
1.2
Additional Definitions
2
1.3
Interpretation
2
1.4
Governing Law
2
1.5
References to Acts Performed by the Trust
2
1. . . .
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Administration Agreement
Administration Agreement (52K)
Doc #1553930: Click preview link for longer preview.
ADMINISTRATION AGREEMENT
between
COMPUTERSHARE TRUST COMPANY OF CANADA
and
CANETIC RESOURCES INC.
Dated January 5, 2006
TABLE OF CONTENTS
PAGE
ARTICLE 1 INTERPRETATION
1
1.1
Definition
1
1.2
Additional Definitions
1
1.3
Interpretation
1
1.4
Governing Law
2
1.5
References to Acts Performed by the Trust
2
1.6
Liability of Trustee and Unitholders
2
ARTICLE 2 ADMINISTRATION OF . . .
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Assignment, Assumption and Recognition Agreement
Assignment, Assumption and Recognition Agreement (35K)
Doc #2974452: Click preview link for longer preview.
DRAFT
------------------
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement (the "Agreement"), dated
July 31, 2007, is among Bank of America, National Association, a national
banking association ("Assignor"), Banc of America Funding Corporation, a
Delaware corporation ("BAFC"), U.S. Bank National Association, a national
banking . . .
2974452
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Combination Agreement
Combination Agreement (204K)
Doc #1553912: Click preview link for longer preview.
COMBINATION AGREEMENT
Among
STARPOINT ENERGY TRUST
- and ?
STARPOINT ENERGY LTD.
- and ?
APF ENERGY TRUST
- and ?
APF ENERGY INC.
April 13, 2005
TABLE OF CONTENTS
Page
ARTICLE 1 INTERPRETATION
1
1.1
Definitions
1
1.2
Interpretation Not Affected by Headings
10
1.3
Currency
10
1.4
Numbers and Gender
10
1.5
Date . . .
1553912
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Petro-Canada
As referenced in this Combination Agreement:
Petro-Canada – Energy Inc.
Suite 2100, 144 - 4th Avenue S.W.
Calgary, Alberta
T2P 3N4
Attention:
Steven Cloutier, President
Facsimile:
(403) 294-1074
33
with a copy to:
Parlee McLaws LLP
3400 Petro-Canada Centre
150 6th Avenue S.W.
Calgary, Alberta
T2P 3Y7
Attention:
Nancy Penner
Facsimile:
(403) 294-7052
(b) in the case of StarPoint or SEL, to:
StarPoint Energy Trust
Suite
_____________
dt 1413653
;
|
 Bank of Montreal
As referenced in this Combination Agreement:
Bank of Montreal; – board of directors of SEL as it may be comprised from time to time;
StarPoint Credit Facilities Agreement means the letter agreement dated January 6, 2005 between SEL and the Bank of Montreal;
StarPoint Disclosure Letter means the disclosure letter dated the date hereof from StarPoint delivered to APF;
StarPoint DRIP means the premium distribution, distribution reinvestment and optional unit purchase plan
_____________
Bank of Montreal; – StarPoint Incentive Plan;
StarPoint Subordination Agreement means the Amended and Restated Subordination Agreement dated as of February 3, 2005 among StarPoint, the StarPoint Trustee, SEL, StarPoint Energy Partnership, SCT and Bank of Montreal;
StarPoint Trust Indenture means the Trust Indenture dated as of December 6, 2004 between the StarPoint Trustee and SEL, as may be amended, supplemented or restated from time to
_____________
dt 1443895
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Credit Agreement
Credit Agreement (386K)
Doc #1553906: Click preview link for longer preview.
[EXECUTION VERSION]
CREDIT AGREEMENT
made among
STARPOINT ENERGY LTD. and
STARPOINT COMMERCIAL TRUST,
as Borrowers
and
BANK OF MONTREAL,
and those other banks and financial institutions
from time to time party hereto,
as Lenders
and
BANK OF MONTREAL,
as Administrative Agent for the Lenders, Lead Arranger and Bookrunner
and
THE BANK OF NOVA SCOTIA, ROYAL BANK OF CANADA
and THE TORONTO-DOMINION BANK,
as Co-Syndication Agents
DATED AS OF JUNE 27, 2005
1553906
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ISDA
As referenced in this Credit Agreement:
International Swaps and Derivatives Association – date and a comparable maturity date to the Bankers Acceptances proposed to be issued by a Borrower which is quoted on the Reuters Screen CDOR Page (as defined in the International Swaps and Derivatives Association , Inc. definitions, as modified and amended from time to time) for acceptances of Schedule I banks under the Bank Act (Canada) (or if such screen shall not be available
_____________
ISDA – a floor transaction, a collar transaction or other similar interest-related transaction, the purpose of which is to manage, mitigate or eliminate such Borrowers exposure to fluctuations in interest rates.
ISDA Master Agreement means the 1992 International Swap and Derivatives Association, Inc. Master Agreement (Multi Currency - Cross-Border) as from time to time amended, restated or replaced by the International
_____________
ISDA – basis incurred in connection with any of the foregoing.
2.10 Eligible Swaps; Cross Default
Prior to engaging in any Eligible Swaps, a Borrower shall first execute and deliver an ISDA Master Agreement with each Swap Lender for any such transactions, the terms of which are not inconsistent with this Agreement and which provide for cross default hereto. For greater
_____________
dt 1602861
;
Bank of Montreal
As referenced in this Credit Agreement:
BANK OF MONTREAL, –
EX-99.150 151 a05-22113_1ex99d150.htm EXHIBIT 99
Exhibit 99.150
[EXECUTION VERSION]
CREDIT AGREEMENT
made among
STARPOINT ENERGY LTD. and
STARPOINT COMMERCIAL TRUST,
as Borrowers
and
BANK OF MONTREAL,
and those other banks and financial institutions
from time to time party hereto,
as Lenders
and
BANK OF MONTREAL,
as Administrative Agent for the Lenders, Lead Arranger and Bookrunner
_____________
BANK OF MONTREAL, – among
STARPOINT ENERGY LTD. and
STARPOINT COMMERCIAL TRUST,
as Borrowers
and
BANK OF MONTREAL,
and those other banks and financial institutions
from time to time party hereto,
as Lenders
and
BANK OF MONTREAL,
as Administrative Agent for the Lenders, Lead Arranger and Bookrunner
and
THE BANK OF NOVA SCOTIA, ROYAL BANK OF CANADA
and THE TORONTO-DOMINION BANK,
as Co-Syndication Agents
_____________
BANK OF MONTREAL, – 14
LIMITATION OF LIABILITY
77
3
THIS CREDIT AGREEMENT is made as of the 27th day of June, 2005
AMONG:
STARPOINT ENERGY LTD. and
STARPOINT COMMERCIAL TRUST,
as Borrowers
- and -
BANK OF MONTREAL,
and those other banks and financial institutions
from time to time party hereto,
as Lenders
- and
BANK OF MONTREAL,
as Administrative Agent for the Lenders, Lead Arranger and Bookrunner
_____________
BANK OF MONTREAL, – AMONG:
STARPOINT ENERGY LTD. and
STARPOINT COMMERCIAL TRUST,
as Borrowers
- and -
BANK OF MONTREAL,
and those other banks and financial institutions
from time to time party hereto,
as Lenders
- and
BANK OF MONTREAL,
as Administrative Agent for the Lenders, Lead Arranger and Bookrunner
WHEREAS:
A. The Borrowers have requested certain extendible loan facilities from the Lenders, and the Lenders have agreed to
_____________
Bank of Montreal, – Borrower and accepted by a BA Lender, and issued for value pursuant to this Agreement.
BBS Cure Period has the meaning ascribed thereto in Section 2.4(i).
BMO means Bank of Montreal, in its capacity as a Lender.
BNP means BNP Paribas (Canada), in its capacity as a Lender and as a Managing Agent.
BNS means The Bank of Nova Scotia,
_____________
dt 1443894
;
|
Nova Scotia
As referenced in this Credit Agreement:
BANK OF NOVA SCOTIA, – those other banks and financial institutions
from time to time party hereto,
as Lenders
and
BANK OF MONTREAL,
as Administrative Agent for the Lenders, Lead Arranger and Bookrunner
and
THE BANK OF NOVA SCOTIA, ROYAL BANK OF CANADA
and THE TORONTO-DOMINION BANK,
as Co-Syndication Agents
DATED AS OF JUNE 27, 2005
TABLE OF CONTENTS
ARTICLE I INTERPRETATION
1
1.1
DEFINITIONS
_____________
Bank of Nova Scotia, – BMO means Bank of Montreal, in its capacity as a Lender.
BNP means BNP Paribas (Canada), in its capacity as a Lender and as a Managing Agent.
BNS means The Bank of Nova Scotia, in its capacity as a Lender and as a Co-Syndication Agent.
Borrowers means SEL and SC Trust, and Borrower means either of them as the context requires.
Borrowers
_____________
BANK OF NOVA SCOTIA, – as Agent
By:
Name:
fjfkdka;djfklfslflf
Title:
fkdka;a;ldkfjkds
78
CANADIAN IMPERIAL BANK OF COMMERCE,
as a Lender
By:
Name:
fdkjlfdkfdkldfkldsfl
Title:
By:
Name:
fkdfkldfslks
Title:
jfdkdflsdl
79
THE BANK OF NOVA SCOTIA,
as a Lender
By:
Name:
fkjfdkldfldll
Title:
jkfkdkdkd
By:
Name:
jfdkdfksdk
Title:
fdkjdfldlslsllls
80
THE TORONTO-DOMINION BANK,
as a Lender
By:
Name:
fkjfdlsllsllss
Title:
fdkdlslsllslslslsl
By:
Name:
fkdflsllalallalla
_____________
Bank of Nova Scotia
– 85
SCHEDULE A
COMMITMENTS OF LENDERS
(expressed in Canadian Dollars)
Name of Lender
Syndicate Tranche
Commitment
Working Capital
Tranche Commitment
Bank of Montreal
$
65,000,000
$
15,000,000
The Bank of Nova Scotia
$
65,000,000
Nil
Royal Bank of Canada
$
65,000,000
Nil
The Toronto-Dominion Bank
$
65,000,000
Nil
BNP Paribas (Canada)
$
45,000,000
Nil
Canadian Imperial
_____________
dt 1340858
;
CIBC
As referenced in this Credit Agreement:
Canadian Imperial Bank of Commerce, – the remaining BA Lenders. Each determination of the CDOR Rate shall be conclusive and binding, absent manifest error, and be computed using any reasonable averaging and attribution method.
CIBC means Canadian Imperial Bank of Commerce, in its capacity as a Lender and as a Managing Agent.
Commitment means, in respect of each Lender from time to time, the aggregate amount of Advances that such
_____________
CANADIAN IMPERIAL BANK OF COMMERCE, – Agreement).doc
77
BANK OF MONTREAL,
as a Lender
By:
Name:
John M. Cook
Title:
Director
BANK OF MONTREAL,
as Agent
By:
Name:
fjfkdka;djfklfslflf
Title:
fkdka;a;ldkfjkds
78
CANADIAN IMPERIAL BANK OF COMMERCE,
as a Lender
By:
Name:
fdkjlfdkfdkldfkldsfl
Title:
By:
Name:
fkdfkldfslks
Title:
jfdkdflsdl
79
THE BANK OF NOVA SCOTIA,
as a Lender
By:
Name:
fkjfdkldfldll
Title:
jkfkdkdkd
By:
Name:
jfdkdfksdk
_____________
Canadian Imperial Bank of Commerce
– of Nova Scotia
$
65,000,000
Nil
Royal Bank of Canada
$
65,000,000
Nil
The Toronto-Dominion Bank
$
65,000,000
Nil
BNP Paribas (Canada)
$
45,000,000
Nil
Canadian Imperial Bank of Commerce
$
45,000,000
Nil
National Bank of Canada
$
45,000,000
Nil
Alberta Treasury Branches
$
40,000,000
Nil
$
435,000,000
$
15,000,000
SCHEDULE B
COMPLIANCE CERTIFICATE
_____________
dt 1372634
;
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Form 51-102f3 Material Change Report
Form 51-102f3 Material Change Report (31K)
Doc #3191862: This document is immediately available for purchase, but does not have a preview available for viewing.
3191862
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Indemnification Agreement
Indemnification Agreement (65K)
Doc #3214226: Click preview link for longer preview.
[Form of Indemnification Agreement]
INDEMNIFICATION AGREEMENT
by and among
TRIAN ACQUISITION I CORP.,
TRIAN FUND MANAGEMENT, L.P.,
as Guarantor
and
_________________,
as Indemnitee
_____________________________
Dated as of ____________, 2007
_____________________________
TABLE OF CONTENTS
Page
ARTICLE 1
DEFINITIONS
2
ARTICLE 2
INDEMNITY IN THIRD-PARTY PROCEEDINGS
6
ARTICLE 3
INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE . . .
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Partnership Purchase Agreement
Partnership Purchase Agreement (158K)
Doc #1553910: Click preview link for longer preview.
PARTNERSHIP PURCHASE AGREEMENT
BETWEEN:
NEXEN INC.
- and -
CANADIAN NEXEN YEMEN LTD.
- AND -
STARPOINT COMMERCIAL TRUST
-and-
STARPOINT ENERGY LTD.
(NEXEN CANADA NO. 5)
TABLE OF CONTENTS
Page
1.
INTERPRETATION
1
2.
PURCHASE AND SALE
13
3.
ADJUSTMENTS
17
4. . . .
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Nexen
As referenced in this Partnership Purchase Agreement:
NEXEN INC –
EX-99.154 155 a05-22113_1ex99d154.htm EXHIBIT 99
Exhibit 99.154
PARTNERSHIP PURCHASE AGREEMENT
BETWEEN:
NEXEN INC .
- and -
CANADIAN NEXEN YEMEN LTD.
- AND -
STARPOINT COMMERCIAL TRUST
-and-
STARPOINT ENERGY LTD.
(NEXEN CANADA NO. 5)
TABLE OF CONTENTS
Page
1.
INTERPRETATION
1
2.
PURCHASE AND SALE
13
_____________
NEXEN INC – closing obligations
47
20.
confidentiality
49
21.
attornment and proper law
50
22.
miscellaneous
50
PARTNERSHIP PURCHASE AGREEMENT
THIS AGREEMENT made as of the 18th day of July, 2005,
BETWEEN:
NEXEN INC ., a body corporate having offices at the City of Calgary, in the Province of Alberta
(hereinafter referred to as NEXEN)
- and -
CANADIAN NEXEN YEMEN LTD., a body corporate having
_____________
NEXEN inc – an amount equal to the Current Assets less the Current Liabilities as at the Closing Date excluding all amounts receivable by the Partnership from, or payable by the Partnership to, NEXEN inc luding amounts accrued;
(iii) Affiliates means with respect to any Person, any other Person which is affiliated with such Person, and for the purposes of this Agreement:
A. two Persons
_____________
NEXEN inc – owing under any promissory notes granted by the Partnership in favor of the Vendor or any Affiliate of the Vendor, if any, excluding all amounts payable by the Partnership to NEXEN inc luding all amounts accrued;
(xx) Intercompany Receivable means all accounts receivable, including amounts accrued, held by the Partnership for amounts owing by the Vendor or any Affiliate of the Vendor
_____________
NEXEN inc – owing under any promissory notes granted by the Vendor or any Affiliate of the Vendor in favor of the Partnership, if any, excluding all amounts receivable by the Partnership from NEXEN inc luding all amounts accrued;
(xxi) Lands means the Partnerships entire interest in and to those lands within the areas outlined in purple on the land plat attached hereto as Schedule
_____________
dt 1552855
;
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Royal Bank
As referenced in this Partnership Purchase Agreement:
Royal Bank of Canada – Securities to the Purchaser hereunder;
(xxxvi) Prime Rate means the annual rate of interest in effect at the Effective Date, based upon a year of 365 days, designated by the Royal Bank of Canada as its prime rate for Canadian dollar commercial loans;
(xxxvii) Purchase Price means the total consideration payable by the Purchaser to the Vendor at Closing pursuant to Subclause 2(b),
_____________
Royal Bank of Canada, – to the Sale of the Securities, NEXEN and CNYL as set out in Clause 2(a);
as the context requires;
(lii) Vendors Bank Account means NEXENs bank account at the Royal Bank of Canada, Main Branch, 335 8th Avenue, Calgary, Alberta, Canada T2P 2N4: account name: Nexen Inc.; account number 0000679 Cdn.; transit number 00009 Bank number 003; or such other bank account
_____________
dt 1454591
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Pooling and Servicing Agreement
Pooling and Servicing Agreement (1,105K)
Doc #2974448: Click preview link for longer preview.
BANC OF AMERICA FUNDING CORPORATION,
as Depositor,
CITIMORTGAGE, INC.,
as Master Servicer,
CITIBANK, N.A.,
as Securities Administrator,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated July 31, 2007
. . .
2974448
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Registration Rights Agreement
Registration Rights Agreement (56K)
Doc #2859568: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this �Agreement�) is made as of this 27th day of February, 2007, by and among Frezer, Inc., a Nevada corporation (the �Company�), and Garisch Financial, Inc., an Illinois corporation (�Holder�).
A. The Company issued, on or about February 27, 2007, a total of 1,700,000 shares of common stock (�Shares�) to the Holder in payment of certain consulting services provided by the Holder valued at $17,000.
B. As partial consideration for the Holder�s acceptance of the Shares for services . . .
2859568
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Registration Rights Agreement
Registration Rights Agreement (56K)
Doc #2859570: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this �Agreement�) is made as of this 27th day of February, 2007, by and among Frezer, Inc., a Nevada corporation (the �Company�), and Kevin R. Keating (�Holder�).
D. The Company issued, on or about February 27, 2007, a total of 1,700,000 shares of common stock (�Shares�) to the Holder in payment of certain services provided by the Holder valued at $17,000.
E. As partial consideration for the Holder�s acceptance of the Shares for services rendered, the Company agreed to grant to the Holder the registration . . .
2859570
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Servicing Agreement
Servicing Agreement (244K)
Doc #2974451: Click preview link for longer preview.
BANK OF AMERICA, NATIONAL ASSOCIATION
OWNER
AND
WELLS FARGO BANK, N.A.
SERVICER
SERVICING AGREEMENT
DATED AS OF JULY 1, 2006
MORTGAGE LOANS SUBJECT TO A RECONSTITUTION
TABLE OF CONTENTS
. . .
2974451
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Strategic Advisory Board Agreement
Strategic Advisory Board Agreement (22K)
Doc #2486814: This document is immediately available for purchase, but does not have a preview available for viewing.
2486814
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Trust Indenture
Trust Indenture (206K)
Doc #1553867: Click preview link for longer preview.
STARPOINT ENERGY TRUST
TRUST INDENTURE
Heenan Blaikie LLP
TABLE OF CONTENTS
Page
ARTICLE 1 INTERPRETATION
2
1.1
Definitions
2
1.2
Meaning of ?Outstanding?
8
1.3
Income Tax Act
8
1.4
Headings
8
1.5
Construction of Terms
8
1.6
References to Acts Performed by the Trust
8
ARTICLE 2 DECLARATION . . .
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Trust Indenture
Trust Indenture (314K)
Doc #1553909: Click preview link for longer preview.
TRUST INDENTURE
DATED AS OF THE 26th DAY OF MAY, 2005
AMONG
STARPOINT ENERGY TRUST
AND
STARPOINT ENERGY LTD.
AND
OLYMPIA TRUST COMPANY
PROVIDING FOR THE ISSUE OF DEBENTURES
TABLE OF CONTENTS
Page
ARTICLE 1 INTERPRETATION
1
|