exv10w2w25



 







Exhibit (10)(ii)(25)




AMENDMENT TO O & M AGREEMENT




AMENDMENT NO. 4: POST-TERMINATION LIABILITIES




This
Agreement is made as of the lst day of June, 2006 among:




CANADIAN OIL SANDS LIMITED,



a body corporate




and




CANADIAN OIL SANDS LIMITED PARTNERSHIP,

a limited partnership, by its general partner,

CANADIAN OIL SANDS LIMITED, a body corporate




and




CONOCOPHILLIPS OILSANDS PARTNERSHIP II,

a partnership, by its managing partner,

CONOCOPHILLIPS CANADA RESOURCES CORP, a body corporate




and


IMPERIAL OIL RESOURCES,
 
a limited partnership, by its general partners,

IMPERIAL OIL RESOURCES LIMITED, and

IMPERIAL OIL RESOURCES VENTURES LIMITED,

bodies corporate



and



MOCAL ENERGY LIMITED,

a body corporate




and




MURPHY
OIL COMPANY LTD.,

a body corporate




 









 








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and



NEXEN OIL SANDS PARTNERSHIP,

a partnership, by its managing partner,

NEXEN INC.,

a body corporate




and




PETRO-CANADA OIL AND GAS,

a partnership, by its general partner,

PETRO-CANADA,

a body corporate




and




SYNCRUDE CANADA LTD.,

a body corporate




BACKGROUND



A. The Parties to this Agreement are the original Parties to the Syncrude Project Ownership
and Management Agreement dated February 4, 1975 (the “O & M Agreement”) or are the
successors or assigns of those original Parties.



B. The O
& M Agreement was amended by agreements, in writing, dated March 10, 1982, September 16, 1994, and January 1, 2001.



C. The
Parties wish to further amend the O & M Agreement to clarify
their intention with respect to post-termination liabilities.




AGREEMENTS



For valuable consideration, the receipt of which each Party acknowledges, the Parties agree as
follows;




PART 1

GENERAL PROVISIONS





	1.1	 	Defined Terms. Unless there is something inconsistent in the subject matter or
context, capitalized expressions not specifically defined in this Agreement have the meaning






 









 








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	 	 	ascribed to them in the O & M Agreement, as amended by
this Agreement and prior agreements.
	 
	1.2	 	Governing Law. This Agreement will be governed by and construed in accordance with
the laws of the Province of Alberta and will be treated in all respects as an Alberta
contract. In the event of any legal action among any of the Parties in respect of this
Agreement, such Parties acknowledge and agree that the Court of Queen’s Bench of
Alberta, or its successor, will have exclusive jurisdiction of the matter and that each
Party will be subject to the jurisdiction of that court.
	 
	1.3	 	Enurement. This Agreement will enure to the benefit of and be binding on the Parties
and their respective successors and assigns.
	 
	1.4	 	Execution in Counterparts. This Agreement may be executed in any number of
counterparts. Each executed counterpart will be considered to be an original, and all
executed counterparts taken together will constitute one and the same
agreement.
	 
	1.5	 	Further Acts. The Parties will execute and deliver all appropriate supplemental
agreements and other instruments, and take any other action necessary, to fully implement
this Agreement and to make this Agreement legally effective and enforceable among
them.
	 
	1.6	 	Amendment of O & M Agreement. The O & M Agreement, as amended by this
Agreement and prior agreements, is ratified and confirmed and will continue in full force
and effect, as so amended. Without restricting the generality of the preceding sentence, it
is agreed that any obligations, rights and remedies that as of the effective date of this
Agreement have arisen and remain outstanding under the O & M Agreement will
continue in force without interruption, removal, impairment, abatement or prejudice,
subject only to the amendments effected by this Agreement.
	 
	1.7	 	Conformed Agreement. For convenience of reference, a conformed version of the O &
M Agreement may be prepared that incorporates the amendments effected by this
Agreement and any past amendments and revisions to the O & M Agreement. However, in the
event of a conflict between such a conformed version and the O & M Agreement, as amended by
this Agreement and prior agreements, the latter will prevail.





PART 2

AMENDMENT AND CLARIFICATION OF SPECIFIC PROVISIONS

OF O & M AGREEMENT





	2.1	 	Clause 504. ARTICLE 5 — EFFECTIVE DATE AND TERM, is amended by adding the following
provision after Clause 503:






“504. The Participants, in accordance with their respective Shares, confirm
that they are responsible and shall be liable for any and all liabilities
or obligations of the Operator to its employees or former employees in




 









 








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connection with the Operations, including, without limitation, pension and
other post employment benefits payable after:




	 	(a)	 	termination of the Syncrude Project; or
	 
	 	(b)	 	the removal of the Operator where such liabilities and
obligations are not
assumed by another operator of the Syncrude Project, another Party or
a third party.






This provision will survive the termination of this Agreement,”




	2.2	 	Clause 802. Clause 802, Sharing of Costs and Expenditures, is amended by adding the
following after the word “Operations”:






“, including, without limitation, any amounts that are payable under Clause
504,”




	 	 	such that clause 802 reads as follows:






“All Associated Costs of the Syncrude Project and all costs and expenditures
incurred in connection with the Operations, including, without limitation,
any amounts that are payable under Clause 504, shall be borne and paid for
by the Participants in proportion to their respective Shares.”


TO EVIDENCE THEIR AGREEMENT, each Party has caused this Agreement to be executed on its behalf.




	 	 	 	 	 
	CANADIAN OIL SANDS LIMITED	 	 
	 
	 	 	 	 
	Per:
	 	[SIGNATURE] 	 	 
	 

	 	 

	 	 
	Per:
	 	[SIGNATURE] 	 	 
	 

	 	 

	 	 
	 
	 	 
 	 	 
	CANADIAN OIL SANDS LIMITED PARTNERSHIP

by its general partner, CANADIAN OIL SANDS LIMITED	 	 
	 
	 	 	 	 
	Per:

	 	[SIGNATURE] 	 	 
	 

	 	 

	 	 
	Per:

	 	[SIGNATURE] 	 	 
	 

	 	 

	 	 






 









 






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	CONOCOPHILLIPS OILSANDS PARTNERSHIP II

by its managing partner, CONOCOPHILLIPS CANADA RESOURCES CORP	 	 
	 
	 	 	 	 
	Per:

	 	[SIGNATURE] 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	IMPERIAL OIL RESOURCES 

by its general partners,	 	 
	 
	 	 	 	 
	IMPERIAL OIL RESOURCES LIMITED	 	 
	 
	Per:
	 	[SIGNATURE] 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	IMPERIAL OIL RESOURCES VENTURES LIMITED	 	 
	 
	 	 	 	 
	Per:

	 	[SIGNATURE] 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	MOCAL ENERGY LIMITED	 	 
	 
	 	 	 	 
	Per:

	 	[SIGNATURE] 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	MURPHY OIL COMPANY LTD.	 	 
	 
	 	 	 	 
	Per:

	 	[SIGNATURE] 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	NEXEN OIL
SANDS PARTNERSHIP,
a partnership, by its managing partner, NEXEN INC.	 	 
	 
	 	 	 	 
	Per:

	 	[SIGNATURE] 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	PETRO-CANADA OIL AND GAS

by its principal partner, PETRO-CANADA	 	 
	 
	 	 	 	 
	Per:

	 	[SIGNATURE] 	 	 
	 

	 	 

	 	 
	Per:

	 	[SIGNATURE] 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	SYNCRUDE CANADA LTD.	 	 
	 
	 	 	 	 
	Per:

	 	[SIGNATURE] 	 	 
	 

	 	 

	 	 
	Per:

	 	[SIGNATURE]