Third Amending Agreement to Commitment Letter



 



Exhibit 10.5(c)



THIRD AMENDING AGREEMENT TO COMMITMENT LETTER



between



COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee of

Paramount Energy Trust

(as Borrower)



and



PARAMOUNT ENERGY OPERATING CORP., as Trustee of

Paramount Operating Trust

(the “Guarantor”)



and



BANK OF MONTREAL,

CANADIAN IMPERIAL BANK OF COMMERCE and

THE BANK OF NOVA SCOTIA

(as Lenders)



and



BANK OF MONTREAL

(as Agent for the Lenders)



Dated as of January 29, 2003



 







 



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         THIS
THIRD AMENDING AGREEMENT TO COMMITMENT LETTER is dated and effective
as of the 29th day of January, 2003.


AMONG:




	 	 	 	COMPUTERSHARE TRUST COMPANY OF CANADA as Trustee of Paramount
Energy Trust (the “Borrower”)



AND:




	 	 	 	PARAMOUNT ENERGY OPERATING CORP., as Trustee of Paramount Operating
Trust (the “Guarantor”)



AND:




	 	 	 	BANK OF MONTREAL, CANADIAN IMPERIAL BANK OF COMMERCE and THE BANK
OF NOVA SCOTIA (collectively, in their capacities as Lead Arrangers
and Lenders called the “Lenders”)



AND:




	 	 	 	BANK OF MONTREAL in its capacity as agent for the Lenders (the
“Agent”)
	 
	 	 	 	WHEREAS:



1.                  Bank
of Montreal, Canadian Imperial Bank of Commerce and The Bank
of Nova Scotia (each in its capacity as a Lender), Bank of Montreal (in its
capacity as Agent and as a Lead Arranger) and the Borrower and the
Guarantor are parties to a letter agreement
dated as of August 15, 2002, as amended by a First Amending
Agreement dated as of September 30, 2002 and a Second Amending
Agreement dated as of November 29, 2002 (as so amended, the “Commitment Letter”); and


2.                    The Borrower and Guarantor wish to obtain the consent and agreement of the
Lenders to amend the Commitment Letter.


                        NOW THEREFORE, in consideration of the premises, the covenants herein
contained and for 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:



1.                    Definitions


                        Capitalized terms used herein, including the recitals hereto, shall have
the meanings ascribed thereto in the Commitment Letter, unless otherwise
defined herein.







2.                    Amendments to Commitment Letter


The Commitment Letter is amended in the section entitled “Conditions Applicable
to Commitments” on page 3 thereof by deleting the reference in the final
paragraph of that section to “January 31, 2003” and
inserting “March 31,
2003”.











 



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	3.	 	                    Representations and Warranties



Each of the Borrower and the Guarantor hereby represents and warrants to and in
favour of the Agent and the Lenders that this Amending Agreement has been
duly authorized, executed and delivered by it and constitutes a legal, valid
and binding obligation of it, enforceable in accordance with its terms.



	4.	 	                    Miscellaneous
	 
	(a)	 	This Amending Agreement shall,
notwithstanding its actual date of execution, be effective as of
January 29, 2003.
	 
	(b)	 	Save and except as amended aforesaid, the Commitment Letter remains in
full force and effect and unamended and time remains of the essence
thereunder, as amended hereby.
	 
	(c)	 	For the purposes of the Commitment Letter, this Amending Agreement
shall be read together with the Commitment Letter as one instrument.
	 
	(d)	 	This Amending Agreement shall be governed by and construed in
accordance with the laws of the Province of Alberta.
	 
	(e)	 	This Amending Agreement may be executed in any number of
counterparts and by different parties and separate counterparts, each of
which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same instrument.




IN WITNESS WHEREOF the parties hereto have caused this Amending Agreement
to be duly executed as of the date referenced above.



	 	 	 	 	 	 	 
	BANK OF MONTREAL	 	BANK OF NOVA SCOTIA
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	Per:	 	/s/ John Cook	 	Per:	 	/s/ Jeff Cebryk
	 	 	


	 	 	 	

	 	 	
Name: John Cook

Title: Director
	 	 	 	Name: Jeff
Cebryk

Title: Director
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	CANADIAN IMPERIAL BANK OF COMMERCE	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Per:	 	/s/ R.M.
MacDonald	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
Name: R.M. MacDonald

Title: Director	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Per:	 	/s/ Dale Meger	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
Name: Dale Meger

Title: Manager, Commercial Credit	 	 	 	 








 



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	COMPUTERSHARE TRUST COMPANY OF

CANADA, as Trustee of Paramount

Energy Trust, by its agent Paramount

Energy Operating Corp.	 	PARAMOUNT ENERGY OPERATING CORP., as

Trustee of Paramount Operating

Trust, and in its own right
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	By:	 	/s/ Clayton H.
Riddell	 	By:	 	/s/ Clayton H.
Riddell
	 	 	


	 	 	 	

	 	 	
Name: Clayton H. Riddell
	 	 	 	Name: Clayton H.
Riddell
	
	
	
	

	 	 	
Title: Chairman and Chief Executive Officer
	 	 	 	Title: Chairman
and Chief Executive Officer