Exhibit 10.6 KM Canada sale agreement


    
      

    


    CONFORMED
      COPY

    


    Exhibit
      10.6

    


    Dated
      6th August 2005

    


    


    


    


    


    


    


    


    KM
      DENMARK OVERSEAS APS

    


    


    


    


    


    


    CENTRICA
      CANADA LIMITED

    


    


    


    


    


    


    


    


    


    
      
        

      



    AGREEMENT
      FOR THE SALE AND PURCHASE OF

    THE
      SHARES IN

    KERR-MCGEE
      CANADA LIMITED

     

    
      
        

      



     

    


     

    


     

     

     

    


    
      
         

      

      
         

        
          

        

      

      
         

        
        

      

    


    CONTENTS

     

    


     

    
      	
              CLAUSE

               

            	 	
              PAGE

               

            
	
              1.

               

            	
              DEFINITIONS
                AND INTERPRETATION.........................................

               

            	
              1

               

            
	
              2.

               

            	
              SALE
                AND PURCHASE..............................................................

               

            	
              8

               

            
	
              3.

               

            	
              PRICE.....................................................................................

               

            	
              8

               

            
	
              4.

               

            	
              COMPLETION
                CONDITIONS........................................................

               

            	
              8

               

            
	
              5.

               

            	
              KERR-MCGEE
                UNDERTAKINGS...................................................

               

            	
              9

               

            
	
              6.

               

            	
              COMPLETION...........................................................................

               

            	
              9

               

            
	
              7.

               

            	
              KERR-MCGEE
                WARRANTIES AND LIMITATIONS...........................

               

            	
              9

               

            
	
              8.

               

            	
              THE
                BUYER’S WARRANTIES......................................................

               

            	
              10

               

            
	
              9.

               

            	
              COMPLETION
                ADJUSTMENTS.....................................................

               

            	
              11

               

            
	
              10.

               

            	
              INFORMATION,
                RECORDS AND ASSISTANCE POST COMPLETION..

               

            	
              14

               

            
	
              11.

               

            	
              ENVIRONMENT
                AND DECOMMISSIONING AND OTHER RIGHTS

               

              AND
                LIABILITIES......................................................................

               

            	
               

               

              15

               

            
	
              12.

               

            	
              CONDUCT
                OF CLAIMS...............................................................

               

            	
              16

               

            
	
              13.

               

            	
              NO
                RIGHTS OF RESCISSION OR TERMINATION..............................

               

            	
              17

               

            
	
              14.

               

            	
              PAYMENT
                OF INTER-COMPANY PAYABLES AND RECEIVABLES......

               

            	
              18

               

            
	
              15.

               

            	
              DELIBERATELY
                LEFT BLANK.....................................................

               

            	
              18

               

            
	
              16.

               

            	
              TAX........................................................................................

               

            	
              18

               

            
	
              17.

               

            	
              INSURANCE.............................................................................

               

            	
              18

               

            
	
              18.

               

            	
              CHANGES
                OF NAME..................................................................

               

            	
              19

               

            
	
              19.

               

            	
              PAYMENTS..............................................................................

               

            	
              19

               

            
	
              20.

               

            	
              ANNOUNCEMENTS....................................................................

               

            	
              20

               

            
	
              21.

               

            	
              CONFIDENTIALITY....................................................................

               

            	
              20

               

            
	
              22.

               

            	
              FURTHER
                ASSURANCE...............................................................

               

            	
              22

               

            
	
              23.

               

            	
              COSTS.....................................................................................

               

            	
              22

               

            
	
              24.

               

            	
              NOTICES..................................................................................

               

            	
              22

               

            
	
              25.

               

            	
              CONFLICT
                WITH OTHER AGREEMENTS........................................

               

            	
              24

               

            
	
              26.

               

            	
              ENTIRE
                AGREEMENT.................................................................

               

            	
              24

               

            
	
              27.

               

            	
              WAIVERS,
                RIGHTS AND REMEDIES..............................................

               

            	
              25

               

            
	
              28.

               

            	
              CONTRACTS
                (RIGHTS OF THIRD PARTIES) ACT 1999......................

               

            	
              25

               

            
	
              29.

               

            	
              GENERAL................................................................................

               

            	
              25

               

            
	
              30.

               

            	
              GOVERNING
                LAW, JURISDICTION AND SERVICE OF PROCESS........

               

            	
              27

               

            
	
              SCHEDULE
                1 DETAILS OF THE COMPANY...................................................

               

            	
              29

               

            
	
              SCHEDULE
                2 KERR-MCGEE WARRANTIES...................................................

               

            	
              30

               

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	 	
              PART
                A GENERAL/COMMERCIAL................................................

               

            	
              30

               

            
	 	
              PART
                B TAXATION....................................................................

               

            	
              33

               

            
	
              SCHEDULE
                3 THE BUYER WARRANTIES......................................................

               

            	
              35

               

            
	
              SCHEDULE
                4 LIMITATIONS ON LIABILITY...................................................

               

            	
              36

               

            
	
              SCHEDULE
                5 CONDUCT OF THE COMPANY PRE-COMPLETION.......................

               

            	
              40

               

            
	
              SCHEDULE
                6 COMPLETION ADJUSTMENTS.................................................

               

            	
              41

               

            
	 	
              PART
                A....................................................................................

               

            	
              41

               

            
	 	
              PART
                B - SPECIFIC ACCOUNTING TREATMENTS...........................

               

            	
              41

               

            
	 	
              PART
                C - ADJUSTMENTS............................................................

               

            	
              42

               

            
	
              SCHEDULE
                6 EXHIBIT 1 PROFORMA COMPLETION STATEMENT.....................

               

            	
              45

               

            
	
              SCHEDULE
                7 TAX MATTERS.......................................................................

               

            	
              46

               

            
	 	
              PART
                A - DEFINITIONS..............................................................

               

            	
              46

               

            
	 	
              PART
                B - 116 WITHHOLDING TAX................................................

               

            	
              47

               

            
	 	
              PART
                C - COVENANTS...............................................................

               

            	
              48

               

            
	
              SCHEDULE
                8 COMPLETION ARRANGEMENTS...............................................

               

            	
              51

               

            
	
              SCHEDULE
                9 BUYER PARENT COMPANY GUARANTEE.................................

               

            	
              53

               

            
	
              SCHEDULE
                10 KERR-MCGEE PARENT COMPANY GUARANTEE......................

               

            	
              56

               

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    THIS
      AGREEMENT is
      made this 6th
      day of August 2005

     

    Between:

     

    	(1)  	
            KM
              DENMARK OVERSEAS APS,
              a company incorporated in Denmark and having its registered office
              at
              Holdbergsgade 14, 2., DK-1057 Copenhagen, Denmark (Kerr-McGee);
              and

          


     

    	(2)  	
            CENTRICA
              CANADA LIMITED,
              a corporation incorporated under the laws of Canada and having its
              registered office at Suite 1500, 25 Sheppard Avenue West, Toronto,
              Ontario, Canada M2N 656 (the
              Buyer)

          


     

    Whereas:

     

    (A)  Kerr-McGee
      Canada Ltd. (the Company)
      is a corporation incorporated under the laws of Alberta, Canada.

     

    (B)  Kerr-McGee
      wishes to sell and the Buyer wishes to purchase the outstanding shares in the
      capital of the Company.

     

    Now
      therefore it is hereby agreed as
      follows:

     

    1.  Definitions
      and Interpretation

     

    1.1  In
      this Agreement, the following expressions shall, except where the context
      otherwise requires, have the following meanings:

     

    2004
      Accounts
      means:

     

    	(a)  	
            the
              unaudited balance sheet of the Company as at 31 December 2004;
              and

          


     

    	(b)  	
            the
              unaudited profit and loss account of the Company as at 31 December
              2004 both in the Agreed Form.

          


     

    Adjustment
      has
      the meaning given in clause 9.1;

     

    Adjustment
      Clauses has
      the meaning given in clause 9.1;

     

    Affiliate
      means:

     

    	(a)  	
            if
              the Party is a subsidiary undertaking of another company, the Party’s
              ultimate holding company and any subsidiary undertaking (other than
              the
              Party itself) of the Party’s ultimate holding company;
              or

          


     

    	(b)  	
            if
              the Party is not a subsidiary undertaking of another company, any
              subsidiary undertaking of the Party,

          


     

    in
      each case at the date hereof.

     

    For
      the purpose of this definition, holding company and subsidiary undertaking
      shall
      have the meanings given to those expressions in Sections 736 and 258 of the
      Companies Act 1985, as amended by Section 144 of the Companies Act 1989;


     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    Agreement
      means this agreement including its Schedules;

     

    Agreed
      Form
      means, in relation to a document, the form of that document which has been
      initialled on the date of this Agreement for the purpose of identification
      by or
      on behalf of Kerr-McGee and the Buyer (in each case with such amendments as
      may
      be agreed by or on behalf of Kerr-McGee and the Buyer);

     

    Applicable
      Tax Legislation
      has the meaning given in Part A,
      Schedule 7
      (Tax Matters);

     

    Assessment
      has
      the meaning given in Part A,
      Schedule 7
      (Tax Matters);

     

    Asset
      Sale Agreement
      means the agreement between the Asset Seller and Centrica Resources Limited
      for
      the sale and purchase of the interests held by Kerr-McGee Oil (UK) Limited
      in
      the Brae Area dated of even date herewith in the Agreed Form;

     

    Asset
      Seller
      means Kerr-McGee Oil (UK) Limited, a company organised and existing under the
      laws of England and Wales;

     

    Assets
      means the assets to be sold pursuant to the Asset Sale Agreement; 

     

    Assignment,
      Assumption and Indemnity Agreement
      means the agreement so called in the Agreed Form;

     

    Base
      Consideration means
      twenty eight million United States Dollars (US $ 28,000,000);

     

    Business
      Day means
      a day, other than a Saturday or Sunday, on which banks are or, as the context
      may require, were generally open for normal business in London and New
      York;

     

    Buyer’s
      Account means
      a bank account to be notified by the Buyer to Kerr-McGee not later than two
      (2)
      Business Days prior to the Completion Date;

     

    Buyer
      Group means
      the Buyer and its Affiliates from time to time; and a member
      of the Buyer Group shall
      mean any of the foregoing;

     

    Buyer
      Obligation means
      any representation, warranty or undertaking to indemnify (including any covenant
      to pay pursuant to the Tax Matters) given by the Buyer to Kerr-McGee under
      this
      Agreement;

     

    Buyer
      Parent Company Guarantee
      means the guarantee by Centrica plc in the agreed form as set out in Schedule
      9;

     

    Buyer
      Warranties means
      the warranties set out in Schedule 3;

     

    Buyer
      Warranty Claims means
      any Claim against the Buyer for breach of the Buyer Warranties;

     

    Buyer’s
      Solicitors
      means Ashurst, Broadwalk House, 5 Appold Street, London EC2A 2HA; 

     

    Claim
      means
      any claim by the Buyer or its Affiliates under or for breach of this Agreement,
      including, without limitation, any Kerr-McGee Warranty Claim, a claim under
      an
      indemnity given by Kerr-McGee or a claim under the Tax Matters provided that
      Claims shall not include a Clause 11.1
      or 11.2
      Claim ;

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    Clause 11.1
      or 11.2
      Claim
      means any Claim pursuant to the provisions of Clause 11.1
      or Clause 11.2
      of this Agreement;

     

    Company
      Business means
      the business of the Company carried on from time to time;

     

    Completion
      means
      the fulfilment by the Parties of their respective obligations pursuant to clause
      6.2;

     

    Completion
      Date has
      the meaning ascribed to that term in the Asset Sale Agreement or such other
      date
      as shall be agreed between the Parties;

     

    Completion
      Inter-Company Payables means
      any amounts owed as at Completion by the Company to any member of Kerr-McGee
      Group which are not in respect of Tax or group relief, and Completion
      Inter-Company Payable shall
      be construed accordingly;

     

    Completion
      Inter-Company Receivables means
      any amounts owed as at Completion to the Company from any member of Kerr-McGee
      Group which are not amounts in respect of Tax or group relief and Completion
      Inter-Company Receivable shall
      be construed accordingly;

     

    Completion
      Venue means
      the offices of Freshfields Bruckhaus Deringer, 65 Fleet Street, London, EC4Y
      1HS
      or such other location as the Parties may agree;

     

    Condition
      Precedent means
      the condition specified in clause 4.1;

     

    Connected
      Persons
      means in relation to a person any of its Affiliates or any of the officers,
      employees, agents and advisers of that person or any of its
      Affiliates;

     

    Contribution
      Adjustment has
      the meaning set out in Schedule 6;

     

    Costs
      means
      losses, damages, costs (including reasonable legal costs) and expenses, in
      each
      case of any nature whatsoever;

     

    Damages
      Payment has
      the meaning given in Schedule 4
      (Limitations on Liability);

     

    Decommissioning
      Liabilities means
      any and all claims, costs, charges, expenses, liabilities or obligations
      incurred in relation to decommissioning, abandonment, removing or making safe
      all of the property relating to the Company Business (including platforms,
      pipelines, plant, machinery, wells (including well cuttings), facilities and
      all
      other offshore and onshore installations and structures), whether such claims,
      costs, charges, expenses, liabilities or obligations are incurred under or
      pursuant to, or in relation to, any operations relating to the Company Business
      or any former licences or operating agreement, or license interest document
      or
      other agreement to which the Company is or was a party or under statutory
      obligation, common law, international law, international convention or any
      other
      obligation, including any decommissioning plans or IMO Guidelines or Standards
      or regulations under OSPAR Decision 98/3 or any subsequent decisions of OSPAR
      and including any residual liability for anticipated or necessary continuing
      maintenance and monitoring costs;

     

    Disputed
      Amounts has
      the meaning given in clause 9.4;

     

    Distribution
      Adjustment has
      the meaning set out in Schedule 6;

     

    Effective
      Date  means
      00.01 hours (London time) on 1 July 2005;

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    Encumbrance
      means
      any interest or equity of any person (including any right to acquire, option
      or
      right of pre-emption or conversion) or any mortgage, charge, pledge, lien,
      assignment, hypothecation, security interest, title retention or any other
      security agreement or arrangement, or any agreement to create any of the
      above;

     

    Environment
      means
      all or any of the following, alone or in combination, the air (including the
      air
      within buildings and the air within any other natural or man-made structures
      above or below ground or above or below water), water (including seawater inside
      or outside any territorial limits, freshwater and water under or within land
      or
      in pipes or sewerage systems), soil and land (including the seabed, subsoil
      and
      land under water), flora, fauna, fish and any ecological systems and living
      organisms supported by those media including man;

     

    Environmental
      Law means
      all European Union law, international treaties, national, federal, provincial,
      state or local statutes or regulations, the common law, and any codes and
      conventions of law (having legal effect), from time to time, in any relevant
      jurisdiction including any guidelines, notes for industry on decommissioning
      offshore installations and pipelines made under the Petroleum Act 1998 or other
      relevant legislation and decommissioning programmes in effect from time to
      time
      concerning:

     

    	(a)  	
            harm
              or damage to or protection of the Environment or the provision of remedies
              in respect of or compensation for harm or damage to the Environment;
              

          


     

    	(b)  	
            emissions,
              discharges, releases or escapes into or the presence in the Environment
              of
              Hazardous Substances or the production, processing, management, treatment,
              storage, transport, handling or disposal of Hazardous Substances or
              the
              disposal or abandonment of any oil platform;


          


     

    	(c)  	
            worker
              or public health and safety; or

          


     

    	(d)  	
            decommissioning,
              abandonment, removing or making safe any property (including platforms,
              pipelines, plant, machinery, wells (including well cuttings), facilities
              and all other offshore and onshore installations and
              structures),

          


     

    and
      any bylaws, regulations or subordinate legislation, judgements, decisions,
      notices, orders, circulars, technical instructions, licences or permits and
      codes of practice issued or made thereunder from time to time;

     

    Environmental
      Liabilities
      means any and all claims, costs, charges, expenses, liabilities or obligations
      in respect of the Company Business under any Environmental Law or in relation
      to
      cleaning up, remediating, reclaiming, decontamination of, removing and disposing
      of debris or any property (including platforms, pipelines, plant, machinery,
      wells (including well cuttings), facilities and all other offshore and onshore
      installations and structures) from and for reinstating or preventing or
      continuing contamination of any area of land, foreshore or seabed (including
      the
      subsoil), wherever situated, whether such claims, costs, charges, expenses,
      liabilities or obligations are incurred under or pursuant to or in relation
      to
      any operations relating to the Company Business or any former licences or any
      operating agreement, licensed interest documents or other agreement to which
      the
      Company is or was a party or under any Environmental Law or any other obligation
      and including, without limitation, any residual liability for anticipated and/or
      necessary continuing maintenance and monitoring costs;

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    Exchange
      Rate means
      the completion mid-point spot exchange rate for the applicable currency against
      United States Dollars as quoted in the London Financial Times published one
      (1)
      Business Day prior to the relevant date;

     

    Final
      Completion Statement means
      the final completion statement as defined in clause 9.4;

     

    Financial
      Debt means
      borrowings and indebtedness in the nature of borrowing (including by way of
      acceptance credits, discounting or similar facilities, loan stocks, bonds,
      debentures, notes, overdrafts or any other similar arrangements the purpose
      of
      which is to raise money) owed to any banking, financial, acceptance credit,
      lending or other similar institution or organisation;

     

    Framework
      Agreement means
      the Agreement between
      Sunningdale Oils Limited, Sunningdale Oils (U.K.) Limited and Kerr-McGee Oil
      (U.K.) Limited dated 30 April 1981;

     

    GST
      means
      Goods and Service Tax provided for in Part IX of the Excise
      Tax Act
      (Canada);

     

    Hazardous
      Substances
      means any wastes, pollutants, contaminants and any other natural or artificial
      substances (whether in the form of a solid, liquid, gas or vapour, and whether
      alone or in combination) or contained in any pipes, cables, containers,
      structures, plant or equipment which are capable of causing harm or damage
      to
      the Environment;

     

    HMRC
      means Her Majesty’s Revenue Customs;

     

    IMO
      Guidelines and Standards means
      the International Maritime Organisation Guidelines and Standards for the Removal
      of Offshore Installations and Structures on the Continental Shelf and in the
      Exclusive Economic Zone;

     

    Intellectual
      Property Rights or
      IPR means
      patents, trade marks, service marks, logos, get-up, trade names, internet domain
      names, rights in designs, copyright (including rights in computer software)
      and
      moral rights, database rights, semi-conductor topography rights, utility models,
      rights in know-how and other intellectual property rights, in each case whether
      registered or unregistered and including applications for registration, and
      all
      rights or forms of protection having equivalent or similar effect anywhere
      in
      the world;

     

    Inter-Company
      Notes Receivables Adjustment has
      the meaning set out in Schedule 6;

     

    Interest
      Adjustment has
      the meaning set out in Schedule 6;

     

    Interim
      Completion Statement has
      the meaning given in clause 9.3(b);

     

    Interim
      Net Adjustment Amount
      has the meaning given in clause 9.3(a);

     

    Kerr-McGee’s
      Account means
      a bank account to be notified by Kerr-McGee to the Buyer no later than two
      (2)
      Business Days prior to the Completion Date;

     

    Kerr-McGee
      Group means
      Kerr-McGee and its Affiliates from time to time but excluding the
      Company;

     

    Kerr-McGee
      Parent Company Guarantee
      means the guarantee by Kerr McGee Corporation in the agreed form as set out
      in
      Schedule 10;

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    Kerr-McGee
      Warranties means
      the warranties set out in Schedule 2
      (Kerr-McGee Warranties);

     

    Kerr-McGee
      Warranty Claim
      means any claim against Kerr-McGee for breach of the Kerr-McGee
      Warranties;

     

    Last
      Accounts Date
      means 31 December 2004;

     

    Longstop
      Date has
      the meaning ascribed to that term in the Asset Sale Agreement;

     

    Losses
      and Expenses means
      actions, proceedings, losses, damages, liabilities (including for the avoidance
      of doubt in relation to Tax or amounts in respect of Tax), claims demands,
      costs
      and expenses including fines, penalties, clean-up costs, decommissioning,
      reclaiming or remediation costs, legal and other professional fees and any
      GST
      or VAT payable in relation to any such matter, circumstances or
      item;

     

    Net
      Adjustment Amount means
      the cash amount expressed in United States Dollars to be calculated by adding
      together all the relevant Adjustments in accordance with clause 9,
      and which, if positive, shall increase the Base Consideration and, if negative,
      shall reduce the Base Consideration;

     

    Nominated
      Independent Accountant
      has the meaning given in clause 9;

     

    Non-Tax
      Claim
      means a Claim other than a claim for breach of any of the Tax Warranties or
      a
      claim under the Tax Matters;

     

    Objection
      Notice
      has the meaning given in clause 9.4;

     

    Party
      means Kerr-McGee or the Buyer and Parties
      means
      both of them;

     

    Pounds
      Sterling
      or £
      means the lawful currency of the United Kingdom from time to time;

     

    Proposed
      Transaction means
      the transactions contemplated by the Transaction Documents;

     

    Records
      has
      the meaning set out in clause 10;

     

    Reference
      Interest Rate
      means the rate quoted by the Royal Bank of Scotland to prime banks in the London
      Interbank Market at or about 11.30 a.m. British Standard Time for one (1) month
      deposits in United States Dollars in the amount (or as close an amount thereto
      as is practicable) of the sum due but unpaid. In respect of any date which
      is
      not a Business Day the rate set for the immediately preceding Business Day
      shall
      apply;

     

    Schedules
      means the schedules to this Agreement;

     

    Secretary
      of State
      means the Secretary of State for Trade and Industry in the United Kingdom or
      his
      successor in office; 

     

    Shares
      means the outstanding shares comprising the entire issued share capital of
      the
      Company;

     

    Tax
      or Taxes has
      the meaning given in Part A,
      Schedule 7
      (Tax Matters);

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    Taxation
      Authority has
      the meaning given in Part A,
      Schedule 7
      (Tax Matters);

     

    Tax
      Claims
      means any Claim in respect of the Tax Warranties;

     

    Tax
      Matters
      means the covenant (and provisions) relating to Tax set out in Schedule 7
      (Tax Matters);

     

    Tax
      Returns has
      the meaning given in Part A,
      Schedule 7
      (Tax Matters); 

     

    Tax
      Warranties
      means any warranties of Kerr-McGee in connection with Taxes;

     

    Tax
      Withheld Amount has
      the meaning given in Part B,
      Schedule 7
      (Tax Matters);

     

    Third
      Party Assurances means
      all guarantees, indemnities, counter-indemnities and letters of comfort of
      any
      nature whatsoever:

     

    	(a)  	
            given
              to a third party by the Company in respect of any obligation of a member
              of Kerr-McGee Group; and/or (as the context may require);
              

          


     

    	(b)  	
            given
              to a third party by a member of Kerr-McGee Group in respect of any
              obligation of the Company. 

          


     

    Third
      Party Claim
      has the meaning given to it in clause 12;

     

    Transaction
      Documents
      means this Agreement and the Asset Sale Agreement; 

     

    United
      States Dollars,
      US$
      and $
      means the lawful currency of the United States of America from time to
      time;

     

    US
      GAAP
      means generally accepted accounting principles in the United States of
      America;

     

    Value
      Added Tax
      or VAT
      means value added tax as imposed by the Value Added Tax Act 1994 (as amended
      from time to time) or any other provision or regulation (whether or not of
      the
      United Kingdom) including any interest and penalties thereon; and 

     

    Working
      Capital Adjustment has
      the meaning set out in Schedule 6.

     

    1.2  All
      references to clauses and Schedules are, unless otherwise expressly stated,
      references to clauses of and schedules to this Agreement.

     

    1.3  The
      headings in this Agreement are inserted for convenience only and shall be
      ignored in construing this Agreement.

     

    1.4  Any
      reference to any statute or statutory instrument in this Agreement shall be
      a
      reference to the same as amended, supplemented or re-enacted from time to
      time.

     

    1.5  Unless
      the context otherwise requires, reference to the singular shall include the
      plural and vice versa, reference to any gender shall include all genders, and
      references to persons shall include natural persons, bodies corporate,
      unincorporated associations and partnerships.

     

    1.6  The
      Schedules form part of this Agreement and shall be construed and have the same
      force and effect as if expressly set out in the main body of this Agreement;
      

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    1.7  Any
      reference to any agreement in this Agreement shall be a reference to the same
      as
      amended, supplemented or novated from time to time.

     

    1.8  Where
      a Kerr-McGee Warranty is qualified by the words “so far as Kerr-McGee is aware”,
      or any similar expression, such warranty is given only to the extent that any
      director or officer of the Company, Craig Hendry - Manager UK Tax, and Mark
      Veazy - Global Tax Director or Bill Layton, Vice President and Assistant General
      Counsel, Kerr-McGee Oil & Gas Corporation is actually aware of the matters
      to which it refers as at the date hereof.

     

    1.9  References
      in this Agreement to the words ‘include’, ‘including’ and ‘other’ shall be
      construed without limitation.

     

    1.10  Any
      assistance information or access to be given by the Buyer to Kerr-McGee shall
      be
      at the expense and cost of Kerr-McGee notwithstanding anything otherwise
      contained in this Agreement unless it relates to a claim made by Kerr McGee
      against the Buyer;

     

    2.  Sale
      and Purchase

     

    2.1  Subject
      to and in accordance with this Agreement, Kerr-McGee
      shall sell
      and transfer, and the Buyer shall purchase, the Shares with effect from
      Completion, together with all rights attaching to them at Completion including
      the right to receive all distributions and dividends declared, paid or made
      in
      respect of the Shares after Completion. 

     

    2.2  The
      Parties acknowledge that the transfers of the Shares shall be completed on
      the
      basis of the share transfer and other arrangements set out or referred to in
      clause 6
      and Schedule 8
      (Completion Arrangements).

     

    3.  Price

     

    The
      consideration for the transfer of the Shares shall be the payment by the Buyer
      to Kerr-McGee of the Base Consideration as adjusted pursuant to this
      Agreement.

     

    4.  Completion
      conditions

     

    4.1  The
      obligations of the Parties under clauses 2.1
      and 2.2
      and clause 6
      are conditional upon the satisfaction of the conditions precedent set out in
      clause 2.2 of the Asset Sale Agreement.
      

     

    4.2  The
      Condition Precedent set forth in clause 4.1
      may not be waived by either Party, without the written consent of the other
      Party.

     

    4.3  The
      Parties shall use all reasonable endeavours to ensure that the Condition
      Precedent is satisfied as soon as reasonably practicable and in any event before
      the Longstop Date. The Parties shall keep each other informed of the progress
      in
      satisfying this condition and the date when it has been fulfilled. 

     

    4.4  If
      the Condition Precedent has not been satisfied or waived before the Longstop
      Date, this Agreement shall terminate with effect from the date on which either
      the buyer or the Asset Seller serves written notice on the Asset Seller or
      the
      buyer thereunder, as the case may be, terminating the Asset Sale Agreement
      under
      clause 2.5 thereof and no Party shall have any liability to another under this
      Agreement except in respect of clauses 20
      and 21
      and any breach of the terms hereof committed before such date.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    5.  Kerr-McGee
      Undertakings

     

    5.1  During
      the period from the date of this Agreement to Completion, Kerr-McGee shall
      perform its obligations set out in Schedule 5
      (Conduct of the Company Pre-Completion).

     

    5.2  During
      such period Kerr-McGee will execute and take all steps within its power
      (i) to consummate the provisions of the Assignment, Assumption and
      Indemnity Agreement, (ii) to register such applicable documents, agreements
      and Kerr-McGee of Canada Northwest Ltd (Northwest)
      with all relevant Canadian federal and provincial authorities and post any
      necessary bonds or other security to take over any Decommissioning Liabilities
      or Environmental Liabilities of the Company and to ensure Northwest steps into
      the position of and fulfils all the obligations of the Company under the
      Agreement and Plan of Merger among Devon Energy Corporation (Nevada), Kerr-McGee
      Corporation, Kerr-McGee North American Onshore Corporation and Kerr-McGee Canada
      Onshore Ltd dated October 17, 1996. 

     

    5.3  Kerr-McGee
      shall notify the Buyer of all claims against the Company between signing and
      completion.

     

    6.  Completion

     

    6.1  Completion
      of the transfer of the Shares shall take place on the Completion Date at the
      Completion Venue, contemporaneously with Completion under and as defined in
      the
      Asset Sale Agreement. 

     

    6.2  At
      Completion each of Kerr-McGee and the Buyer shall deliver or perform (or procure
      that there is delivered or performed) all those documents, items and actions
      respectively listed in relation to that Party, the members of Kerr-McGee Group,
      the Company or the Buyer Group (as the case may be) in Schedule 8 (Completion
      Arrangements).

     

    6.3  Each
      of the Parties shall, and shall procure that its respective Affiliates shall,
      execute such other documents and do all such other acts and things as may
      reasonably be required in order to effect the transfer of the Shares to the
      Buyer and otherwise carry out the true intent of this Agreement.

     

    6.4  The
      Buyer undertakes that, as soon as reasonably practicable after the Completion
      Date, it shall not and it shall procure that its Affiliates shall not make
      use
      of any stationery, invoices, forms, seals, trade marks, logos and any other
      similar articles or symbols showing the expressions “Kerr-McGee” or
      any other expression likely to suggest a connection with the Kerr-McGee Group.
      

     

    7.  Kerr-McGee
      Warranties
      and Limitations

     

    7.1  Subject
      to the provisions of this clause 7,
      Kerr-McGee hereby warrants to the Buyer in the terms set out in Schedule 2
      (Kerr-McGee Warranties) as at the date hereof and in the terms of
      paragraphs1.2,
      1.3,
      2.1(b),
      3,
      5,
      6,
      7,
      8
      and 9 of Part A
      of Schedule 2
      as at the Completion Date.

     

    7.2  The
      Kerr-McGee Warranties are given subject to the other limitations and
      qualifications set out in this clause 7
      and in Schedule 4
      (Limitations on Liability).

     

    7.3  The
      Buyer acknowledges and agrees that:

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    	(a)  	
            any
              Claims shall be subject to the limitations on liabilities and other
              provisions set out in Schedule 4
              (Limitations on Liability) and the Tax
              Matters;

          


     

    	(b)  	
            the
              Kerr-McGee Warranties are the only warranties or representations of
              any
              kind given by or on behalf of Kerr-McGee or any of its Affiliates on
              which
              the Buyer or any of its Affiliates may rely in entering into this
              Agreement; and

          


     

    	(c)  	
            no
              other statement, promise or forecast made by or on behalf of Kerr-McGee
              or
              any of its Connected Persons may form the basis of any claim by the
              Buyer
              or any of its Connected Persons under or in connection with this Agreement
              or any other Transaction Document and all responsibility for any such
              statement, promise or forecast is disclaimed; without limitation, the
              Buyer acknowledges and agrees that neither Kerr-McGee nor any of its
              Connected Persons makes any representation or warranty as to: (i) the
              accuracy of any forecasts, estimates, projections, statements of intent
              or
              statements of opinion provided to the Buyer or its Connected Persons
              or to
              its or their advisers on or prior to the date of this Agreement;
              (ii) the accuracy of any information, documents or materials
              furnished to or for the Buyer or any other person by Kerr-McGee or
              any of
              its Connected Persons in expectation of the transactions contemplated
              by
              this Agreement provided this shall not apply to any information, documents
              or material the subject of the warranty in paragraph 10
              of Part A
              of Schedule 2;
              (iii) the amounts, quality or deliverability of reserves of crude oil,
              natural gas or other hydrocarbons attributable to the Company; (iv)
              any
              geological, geographical, engineering, economic or other interpretations,
              forecasts or evaluations; (v) any forecast of expenditures, budgets
              or
              financial projections; (vi) any geological formation, drilling prospect
              or
              hydrocarbon reserve.

          


     

    7.4  This
      Agreement shall be rescinded upon the Asset Sale Agreement being rescinded
      in
      accordance with clause 5.9 thereof.

     

    7.5  Kerr-McGee
      shall not be liable under the Kerr McGee Warranties in this Agreement in respect
      of any matters disclosed in writing to the Buyer in a letter of even
      date.

     

    8.  THE
      BUYER’S Warranties

     

    8.1  Subject
      to the provisions of this clause 8,
      the Buyer hereby warrants to Kerr-McGee in the terms set out in Schedule 3
      (The Buyer Warranties) as at the date hereof.

     

    8.2  The
      Buyer’s Warranties will be repeated at Completion to the extent that they relate
      to the conduct of the Buyer by reference to the facts and circumstances then
      existing.

     

    8.3  If
      the Buyer pays to Kerr-McGee an amount pursuant to a Buyer Warranty Claim and
      Kerr Mc-Gee is entitled to recover from some other person any sum to which
      it
      would not have been or become entitled but for the circumstances giving rise
      to
      such Buyer Warranty Claim, subject to being put in funds to the reasonable
      satisfaction of Kerr-McGee, Kerr-McGee shall promptly undertake all appropriate
      steps to enforce such recovery and shall as soon as practicable following any
      such recovery repay to the Buyer the lesser of: (i) the amount paid to it by
      the
      Buyer pursuant to the Buyer Warranty Claim; and (ii) the amount recovered from
      the third party in each case less all out-of-pocket third party costs, charges
      and expenses reasonably incurred by Kerr-McGee in obtaining (or consequent
      upon
      obtaining) that payment and in recovering that amount from the third party
      and
      net of any Tax payable on the amount received or that would have been payable
      but for the use of set off of any relief.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    8.4  The
      Buyer shall notify Kerr-McGee in writing of any circumstances, facts or matters
      which following execution of this Agreement become known to it prior to
      Completion which are inconsistent with any of the Buyer Warranties or which
      would if subsisting at Completion be inconsistent with any of those warranties
      (as repeated at the Completion Date pursuant to clause 8.2).
      Such notice shall state that it is served pursuant to this clause 8.4. 

     

    9.  Completion
      Adjustments

     

    9.1  Where
      any sums are taken into account in:

     

    	(a)  	
            the
              Working Capital Adjustment;

          


     

    	(b)  	
            the
              Distribution Adjustment;

          


     

    	(c)  	
            the
              Contribution Adjustment;

          


     

    	(d)  	
            the
              Inter-Company Notes Receivables Adjustment; and


          


     

    	(e)  	
            the
              Interest Adjustment,

          


     

    (together,
      the Adjustments)
      (with Adjustment
      meaning
      any or all of the above (as the context may require)), or are payable by the
      Buyer to Kerr-McGee or by Kerr-McGee to the Buyer pursuant to this clause
9,
      Schedule 6
      or Schedule 8
      (together the Adjustment
      Clauses)
      or pursuant to a Kerr-McGee Warranty Claim under clause 7
      or a Buyer Warranty Claim under clause 8,
      the same shall operate by way of increases or decreases, as the case may be,
      in
      the Base Consideration.

     

    9.2  The
      following principles shall apply in respect of the Adjustments and the Base
      Consideration:

     

    	(a)  	
            the
              Base Consideration shall be adjusted by the
              Adjustments;

          


     

    	(b)  	
            no
              item taken into account in calculating any one Adjustment or other
              increases or decreases as the case may be under the Adjustment Clauses
              or
              clause 7
              or 8
              shall be taken into account in calculating any of the other Adjustments
              so
              as to result in a Party making or receiving payment twice in respect
              thereof;

          


     

    	(c)  	
            no
              adjustment to the Base Consideration shall be made in respect of any
              matters to which clause 11
              applies.

          


     

    9.3  

     

    	(a)  	
            Kerr-McGee
              shall provide the Buyer with a written statement specifying (i) its
              best
              estimate of the sum of all the Adjustments as at the Completion Date
              (the
              Interim
              Net Adjustment Amount)
              which if positive shall increase the Base Consideration payable by
              the
              Buyer at Completion and if negative shall reduce the Base Consideration
              payable by the Buyer at Completion;
              (ii) its best estimate of each Completion Inter-Company Payable and
              each
              Completion Inter-Company Receivable; and (iii) the amount, if any,
              of the
              Tax Withheld Amount pursuant to Part B,
              Schedule 7
              (Tax Matters) provided always that the Buyer shall be able to withhold
              such amount in respect of the Tax Withheld Amount as it reasonably
              thinks
              is due and payable.

          


     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    	(b)  	
            Such
              statement (the Interim
              Completion Statement)
              shall be provided no later than two (2) Business Days prior to Completion
              in the format set out in Schedule 6
              (Completion Adjustments).

          


     

    9.4  Within
      sixty (60) days after Completion, Kerr-McGee shall provide the Buyer with a
      written statement (in the format set out in Schedule 6
      (Completion Adjustments)) giving its calculation of the final amounts of each
      of:

     

    	(a)  	
            the
              Adjustments;

          


     

    	(b)  	
            the
              Net Adjustment Amount; 

          


     

    	(c)  	
            the
              balance payable by Kerr-McGee or the Buyer after taking into account
              the
              Interim Net Adjustment Amount which adjusted the Base Consideration
              paid
              at Completion; and

          


     

    	(d)  	
            the
              Completion Inter-Company Payables and Completion Inter-Company
              Receivables.

          


     

    (the
      Final
      Completion Statement).
      The Buyer shall notify Kerr-McGee in writing (such notification being an
Objection
      Notice)
      within sixty (60) Days after receipt whether or not it accepts that the Final
      Completion Statement has been prepared in accordance with the relevant
      provisions of this Agreement. Any notice indicating that the Buyer does not
      so
      accept the Final Completion Statement shall (to the extent practicable) set
      out
      in detail the Buyer’s reasons for such non-acceptance and specifies the
      adjustments which, in the Buyer’s opinion, should be made to the Final
      Completion Statement in order to comply with the provisions of this Agreement
      and set out the specific items that are in dispute accompanied by the Buyer’s
      calculation at its best estimate of each of the items that are in dispute (the
      Disputed
      Amounts).
      Ultimately, the validity of any such notice shall be a matter for determination
      by the Nominated Independent Accountant (as set out in clause 9.7
      below).
      Except for Disputed Amounts, the Buyer shall be deemed to have accepted the
      Final Completion Statement in full.

     

    9.5  If
      the Buyer serves an Objection Notice in accordance with clause 9.4,
      then the Buyer and Kerr-McGee shall use all reasonable endeavours: (a) to meet
      and discuss the objections of the Buyer; and (b) to reach agreement upon the
      adjustments (if any) required to be made to the Final Completion Statement,
      within a period of ten (10) Business Days after receipt by Kerr-McGee of the
      Objection Notice.
      During such ten (10) Business Days period Kerr-McGee and its representatives
      shall be permitted to review the working papers of the Buyer and its
      representatives relating to the Objection Notice and the basis
      therefor.

     

    9.6  If
      the Buyer notifies Kerr-McGee in writing that it is satisfied with the Final
      Completion Statement (either as originally submitted or after adjustments agreed
      between Kerr-McGee and the Buyer pursuant to clause 9.5)
      or if the Buyer fails to give an Objection Notice within the sixty (60) days
      period referred to in clause 9.4,
      then the
      payment of the Net Adjustment Amount (after taking into account the Interim
      Net
      Adjustment Amount which adjusted the Base Consideration paid at Completion)
      due
      in accordance with the Final Completion Statement shall be made, net of any
      applicable Tax Withheld Amount, within three (3) Business Days of such written
      notification or such failure to give an Objection Notice (as the case may be),
      together with simple interest on such amount from and including the Completion
      Date up to and excluding the date of payment calculated on a daily basis on
      the
      basis of a 360 day year at the rate of 2% per annum above the Reference Interest
      Rate less any applicable withholding tax on such interest.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    9.7  If
      the Parties cannot reach agreement as specified in clause 9.5
      within the time limit provided in that clause, the Disputed Amounts may be
      referred by any Party for determination by an independent chartered accountant
      nominated by the Parties or, in the absence of agreement between the Parties
      within five (5) Business Days of a Party notifying the other that it proposes
      to
      refer the dispute to an expert, by the President of the Institute of Chartered
      Accountants in England and Wales (the Nominated
      Independent Accountant).
      The Parties shall instruct the Nominated Independent Accountant to render its
      decision within sixty (60) days of its selection. The Nominated Independent
      Accountant shall be afforded such access to books, records, accounts and
      documents in the possession of the Parties as he may reasonably request, and
      he
      shall act as expert not as arbitrator. The Nominated Independent Accountant’s
      determination shall, in the absence of fraud or manifest error, be final and
      binding on the Parties, his fees and disbursements shall be borne
      by Kerr-McGee as to one half and the Buyer as to the other half and each Party
      shall bear its own costs in respect of such reference.
      Payment of the Net Adjustment Amount (after taking into account the Interim
      Net
      Adjustment Amount which adjusted the Base Consideration paid at Completion)
      (the
Adjustment
      Amount)
      in accordance with the Nominated Independent Accountant’s determination of any
      Disputed Amounts in respect of the Net Adjustment Amount and in accordance
      with
      the Final Completion Statement in respect of all other items shall be made,
      net
      of any applicable Tax Withheld Amount, within three (3) Business Days of the
      determination of the Nominated Independent Accountant
      of the Disputed Amounts, together with simple interest on the Adjustment Amount
      from and including the Completion Date up to and excluding the date of payment
      calculated on a daily basis on the basis of a 360 day year at the rate of 2%
      per
      annum above the Reference Interest Rate less any applicable withholding tax
      on
      such interest.

     

    9.8  Kerr-McGee
      shall provide the Buyer with copies of all billing statements and correspondence
      and any and all other relevant documentation in its possession or under its
      control reasonably necessary to support the statements referred to in clauses
      9.3
      and 9.4.
      The Parties shall liaise on the compilation and agreement of the said
      statements.

     

    9.9  To
      enable Kerr-McGee to meet its obligations under this clause 9,
      the Buyer shall provide to Kerr-McGee and to Kerr-McGee’s accountants full
      access to the books and records, employees and premises of the Buyer. The Buyer
      shall fully co-operate with Kerr-McGee and shall permit Kerr-McGee and/or
      Kerr-McGee’s accountants to take copies (including electronic copies) of the
      relevant books and records and shall provide all assistance reasonably requested
      by Kerr-McGee to facilitate the preparation of the Final Completion Statement.
      The
      Buyer hereby agrees not to take any action which would impede or delay the
      preparation of the Final Completion Statement in the manner and using the
      methods required by this Agreement.

     

    9.10  Kerr-McGee
      shall procure that:

     

    	(a)  	
            The
              amount payable by the Buyer to Kerr-McGee in respect of the Adjustments
              shall not exceed US$ 2,000,000 excluding items attributable to the
              Framework Agreement in respect of the period since the Effective Date
              and
              Kerr-McGee shall prior to the Completion Date take all necessary steps
              to
              ensure that this is so.

          


     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    	(b)  	
            the
              Company has no third party indebtedness at the Completion Date excluding
              where attributable to the Framework Agreement in respect of the period
              since the Effective Date.

          


     

    	(c)  	
            Nothing
              contained in this Clause 9.10
              shall affect any amount payable pursuant to paragraph 4 of Part C
              of Schedule 6.

          


     

    10.  Information,
      Records and Assistance Post Completion

     

    10.1  Each
      of Kerr-McGee and the Buyer shall provide (and upon reasonable request procure
      that its respective Affiliates provide) the other with reasonable access to
      (and
      the right, at the cost of the Party making the request, to take copies of)
      the
      books, accounts and all other records held by any member of the Buyer Group
      or
      the Kerr-McGee Group respectively after Completion to the extent that such
      books, accounts and records relate to the Company and to the period up to
      Completion (the Records).
      This obligation is subject to:

     

    	(a)  	
            the
              provisions of clause 21;

          


     

    	(b)  	
            the
              person seeking access providing reasonable justification that the same
              is
              required;

          


     

    	(c)  	
            access
              being given only during working hours and at a time acceptable to the
              holder of the relevant Records;

          


     

    	(d)  	
            the
              provisions of the Tax Matters; 

          


     

    	(e)  	
            any
              restrictions on access imposed by law or the terms of any agreement;
              and
              

          


     

    	(f)  	
            any
              claim for legal privilege. 

          


     

    10.2  For
      the period from the Completion Date until the expiration of the applicable
      limitation periods for all Tax periods as provided by relevant Taxation
      Legislation or Taxation Authorities (or such longer period as required by Tax
      Legislation), neither Kerr-McGee nor the Buyer shall dispose of or destroy
      (and
      each shall procure that its respective Affiliates do not dispose of or destroy)
      any of the Records without first giving the other at least two months’ notice of
      its intention to do so and giving the other a reasonable opportunity to remove
      and retain any of them (at that other person’s expense).

     

    10.3  Without
      prejudice to any information, access or assistance required under clauses
9.8,
      9.9
      or 12.5,
      the Buyer shall (and shall procure that each member of the Buyer Group shall),
      on the basis that reasonable out-of-pocket third party costs properly incurred
      in relation to it will be borne by Kerr-McGee and on reasonable notice from
      Kerr-McGee, give such assistance to any member of the Kerr-McGee Group as
      Kerr-McGee may request in relation to any third party proceedings by or against
      any member of the Kerr-McGee Group so far as the same relate to the Company,
      including proceedings relating to Tax. The provisions hereof shall apply
mutatis
      mutandis
      to Kerr-McGee save the Buyer shall not be required to pay any sums of
      money.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    10.4  This
      clause 10
      shall not apply to the process for ascertaining the Final Completion Statement
      or in relation to any investigation of any actual or potential claim or dispute
      in connection with this Agreement.

     

    11.  Environment
      and Decommissioning
      and other rights and liabilities

     

    11.1  Other
      than in respect of the Assets Kerr-McGee shall at its cost and expense discharge
      all Decommissioning Liabilities including being responsible for decommissioning,
      abandonment, removing and making safe all plant, equipment and machinery, wells
      (including well cuttings) and other installations (including offshore
      installations, pipelines and submarine pipelines) and facilities relating to
      operations under any former licences and/or each and any operating agreement,
      licensed interest document or other agreements to which the Company was a party
      or were previously owned by the Company prior to the Completion Date, whether
      the same are incurred under or pursuant to any of such licensed interest
      documents or other agreements or under statutory law, common law, international
      law or international convention.

     

    11.2  Kerr-McGee
      covenants that it shall indemnify (on an after-Tax basis) and hold the Buyer
      and
      its Connected Persons harmless against:

     

    	(a)  	
            Other
              than in the respect of the Assets, any and all Losses and Expenses
              which
              the Buyer or any of its Connected Persons may incur arising out of
              or in
              connection with Decommissioning Liabilities or otherwise in respect
              of the
              costs, expenses and obligations Kerr-McGee agrees to incur, discharge
              or
              perform pursuant to Clause 11.1,
              where the circumstances giving rise to such Decommissioning
              Liabilities
              result arose from the Company Business carried on prior to the Completion
              Date whether such Losses and Expenses arise prior to or after the
              Completion Date ; and

          


     

    	(b)  	
            Other
              than in the respect of the Assets, any and all Losses and Expenses
              which
              the Buyer or any of its Connected Persons may incur arising out of
              or in
              connection with Environmental Liabilities where the circumstances from
              which such Environmental Liabilities result
              arose from the Company Business carried on prior to the Completion
              Date
              whether such Losses and Expenses arise prior to or after the Completion
              Date; and

          


     

    	(c)  	
            Other
              than in respect of the Assets, any Losses and Expenses which the Buyer
              or
              any of its Connected Persons may incur arising out of or in connection
              with the Company Business,
              other than in respect of the Assets or Tax where the circumstances
              from
              which such Losses and Expenses result, arose from the Company Business
              prior to the Completion Date whether such Losses and Expenses arise
              prior
              to or after the Completion Date; and

          


     

    	(d)  	
            Any
              Tax which is payable by the Company in respect
              of:

          


     

    	(i)  	
            any
              Taxation year or other period ending on or prior to the Effective Date
              (and, for greater certainty, if a relevant Taxation year or other period
              does not end on or prior to the Effective Date, Taxes relating to the
              period prior to the Effective Date shall be determined as if such period
              ended immediately prior to the Effective Date);
              and

          


     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    	(ii)  	
            any
              Tax which is payable by the Company in respect of the period between
              the
              Effective Date and the Completion Date (other than Tax which is related
              to
              income arising under the Framework
              Agreement);

          


     

    	(e)  	
            any
              Losses and Expenses payable by the Company as a result of the failure
              by
              Kerr-McGee to comply with the provisions of Clause 5.2
              or Clause 9.10
              or by North-West to comply with the provisions of the Assignment
              Assumption and Indemnity Agreement.

          


     

    11.3  The
      Buyer covenants that it shall indemnify (on an after-Tax basis) and hold
      Kerr-McGee and its Connected Persons harmless against 

     

    	(a)  	
            Subject
              always to the provisions of Clauses 11.1
              and 11.2
              any and all Losses and Expenses that result from the Company Business
              carried on after the Completion Date; and


          


     

    	(b)  	
            (i)Losses
              and Expenses; and

          


     

    	(ii)  	
            Tax
              related to income

          


     

    In
      either case arising under the Framework Agreement from the Effective Date;
      and

     

    	(c)  	
            any
              and all Decommissioning Liabilities and Environmental Liabilities relating
              to the Assets other than Decommissioning Liabilities and Environmental
              Liabilities for which Kerr McGee’s Connected Person who is party to the
              Asset Sale Agreement is liable under the terms of the Asset Sale Agreement
              in the form in which it exists at the date
              hereof.

          


     

    The
      Buyer shall not be entitled to be indemnified under clause 11.2 to the extent
      it
      indemnifies Kerr McGee under this clause 11.3.

     

    12.  Conduct
      of Claims

     

    12.1  If
      the Buyer or any member of the Buyer Group becomes aware of any claim or
      potential claim by a third party or any assessment, action or demand against
      it
      or any other matter (each a
      Third Party Claim)
      which might result in a Non-Tax Claim being made, the Buyer shall:

     

    	(a)  	
            promptly,
              and in any event within thirty (30) days of it becoming aware of it,
              give
              notice of such Third Party Claim to Kerr-McGee, stating the nature,
              basis
              and amount thereof, to the extent known, along with copies of the relevant
              documents evidencing such Third Party Claim, and procure that Kerr-McGee
              and its representatives are given all facilities to investigate
              it;

          


     

    	(b)  	
            not
              make (and procure that each member of the Buyer Group shall not make)
              any
              admission of liability, agreement, compromise with or payment to any
              person, body or authority in relation to that Third Party Claim without
              the prior written approval of Kerr-McGee such agreement not to be
              unreasonably withheld or delayed;

          


     

    	(c)  	
            subject
              to the Buyer or the relevant member of the Buyer Group being indemnified
              by Kerr-McGee against all reasonable out of pocket third party costs
              and
              expenses properly incurred in respect
              thereof:

          


     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    	(i)  	
            take
              (and procure that each member of the Buyer Group or the Company shall
              take) such action as Kerr-McGee may request to avoid, resist, dispute,
              appeal, compromise or defend such Third Party Claim;
              and

          


     

    	(ii)  	
            allow
              (and, as appropriate, procure that the relevant member of the Buyer
              Group
              shall allow) Kerr-McGee to take over the conduct of all proceedings
              and/or
              negotiations of whatsoever nature arising in connection with the Third
              Party Claim in question;
              and

          


     

    	(d)  	
            provide
              (and procure that the relevant member of the Buyer Group shall provide)
              such information and assistance (including access to personnel) as
              Kerr-McGee may reasonably require in connection with the preparation
              for
              and conduct of any proceedings and/or negotiations relating to that
              Third
              Party Claim or otherwise in relation to that Third Party
              Claim.

          


     

    12.2  Without
      prejudice to clause 12.1
      and the provisions of the Tax Matters, the Parties will use their reasonable
      best efforts to minimise Losses and Expenses from Third Party Claims and will
      act in good faith in responding to, defending against, settling or otherwise
      dealing with such claims.

     

    12.3  Failure
      of the Buyer to give notice in accordance with clause 12.1(a)
      shall not relieve Kerr-McGee of any of its obligations relating to Non-Tax
      Claims under this Agreement, except if and to the extent that Kerr-McGee is
      actually prejudiced thereby (except that Kerr-McGee shall not be liable for
      any
      expenses incurred during the period prior to the Buyer giving such
      notice).

     

    12.4  Whether
      or not Kerr-McGee has assumed the conduct of proceedings or negotiations (in
      accordance with clause 12.1(c)(ii)
      above),
      Kerr-McGee shall not be liable under any Claim for any admission of liability,
      agreement, compromise or payment that was consented to without Kerr-McGee’s
      prior written approval which relates to such Claim such approval not to be
      unreasonably withheld or delayed.

     

    12.5  If
      the Buyer makes a Claim or notifies Kerr-McGee of any Third Party Claim which
      might lead to such a claim being made, the Buyer shall:

     

    	(a)  	
            make
              available to accountants and other representatives appointed by Kerr-McGee
              such access to personnel, records and information as Kerr-McGee requests
              in connection with such Claim or Third Party Claim;
              and

          


     

    	(b)  	
            to
              the extent requested by Kerr-McGee, use all reasonable endeavours to
              procure that the auditors (both past and then current) relating to
              the
              Company make available their audit working papers in respect of audits
              of
              the accounts of the Company for any accounting period relevant to such
              Claim or third party claim.

          


     

    13.  No
      Rights of Rescission or Termination

     

    The
      sole remedy of the Buyer for any breach of any of the Kerr-McGee Warranties
      or
      any other breach of this Agreement or any other Transaction Document by
      Kerr-McGee or any member of Kerr-McGee Group shall be an action for damages.
      The
      Buyer shall not be entitled to rescind or terminate this Agreement in any
      circumstances whatsoever (whether before or after Completion), other than (a)
      pursuant to any such rights which arise in respect of fraudulent
      misrepresentation or which arise under clause 4.4.
      or if the Asset Sale Agreement is terminated pursuant to Clause 5.9
      thereof
      or if (b) the value of the Company is reduced by fifteen (15) per cent or more
      of the Base Consideration as a result of a breach by Kerr-McGee of the
      provisions of this Agreement a Kerr-McGee Warranty Claim or a
      Clause 11.1
      or 11.2
      Claim which Kerr-McGee has not remedied to the satisfaction of the Buyer prior
      to Completion.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    14.  Payment
      of Inter-Company Payables and Receivables

     

    14.1  On
      the date on which payment is due under clause 9.6
      or 9.7:

     

    	(a)  	
            the
              Buyer shall procure that the Company pays to Kerr-McGee (for itself
              or, as
              the case may be, as agent for the members of the Kerr-McGee Group to
              which
              Completion Inter-Company Payables are owed) an amount in the applicable
              currency equal to each of the Completion Inter-Company Payables (if
              any)
              of the Company which are owed to any member of the Kerr-McGee Group
              and
              the Completion Inter-Company Payable shall be treated as discharged
              to the
              extent of that payment;
              and

          


     

    	(b)  	
            Kerr-McGee
              shall (for itself or, as the case may be, as agent for each relevant
              member of the Kerr-McGee Group) pay to the Company, an amount in the
              applicable currency equal to each of the Completion Inter-Company
              Receivables (if any) of the Company which are owed by any member of
              the
              Kerr-McGee Group and the Completion Inter-Company Receivable
              shall be treated as discharged to the extent of that
              payment.

          


     

    15.  Deliberately
      left blank

     

     

    16.  Tax

     

    16.1  Kerr-McGee
      and the Buyer shall, with effect from Completion, comply with the provisions
      of
      Schedule 7 (Tax Matters).

     

    16.2  All
      sums payable under this Agreement shall be paid free and clear of all deductions
      or withholdings whatsoever save only as provided in this Agreement or as may
      be
      required by law.

     

    16.3  If
      any deduction or withholding is required by law from any payment in respect
      of a
      Buyer Obligation or any obligation of Kerr-McGee then, except in relation to
      interest, the person making the payment shall be obliged to pay the other person
      such additional sum as will, after such deduction or withholding has been made,
      leave the other person with the same amount as it would have been entitled
      to
      receive in the absence of any such requirement to make a deduction or
      withholding.

     

    16.4  All
      sums payable under this Agreement are (unless expressly stated otherwise)
      exclusive of any applicable GST, VAT, sales, use, transfer and documentary
      Taxes
      and recording and filing fees applicable to the transfer of the shares to the
      Buyer at Completion.

     

    17.  Insurance

     

    17.1  Upon
      Completion, all insurance cover provided in relation to the Company by the
      Kerr-McGee Group (whether under policies maintained with third party insurers
      or
      other members of the Kerr-McGee Group) shall cease and the Buyer shall procure
      that the Company or member of the Buyer Group shall not make any claim under
      any
      such policies in relation to any event, fact, circumstance or matter arising
      before or after Completion. Kerr-McGee shall be entitled to make arrangements
      with its insurers to reflect the principle of this clause 17.1.

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    18.  Changes
      of name

     

    18.1  The
      Buyer acknowledges that Kerr-McGee and/or its Affiliates have the absolute
      and
      exclusive proprietary right to all trade or service names or marks, business
      names, logos or domain names incorporating the word “Kerr-McGee” or any
      derivation thereof and any corporate symbols or logos related thereto. The
      Buyer
      agrees that it will not, and will cause its Affiliates not to, use the word
      “Kerr-McGee” or any symbol or logo incorporating any such word in connection
      with the sale of any goods or services or otherwise in the conduct of its or
      their businesses.

     

    18.2  Without
      prejudice to the foregoing, the Buyer undertakes to Kerr-McGee to procure
      that:

     

    	(a)  	
            as
              soon as reasonably practicable after the Completion Date and in any
              event
              within 30 (thirty) days afterwards, the name of the Company which consists
              of or incorporates the word “Kerr-McGee” is changed to a name which does
              not include the word “Kerr-McGee” or any name which, in the reasonable
              opinion of Kerr-McGee, is substantially or confusingly
              similar;

          


     

    	(b)  	
            as
              soon as reasonably practicable after the Completion Date and in any
              event
              within 30 (thirty) days afterwards, the Company shall cease in any
              manner
              whatsoever to use or display any trade or service name or mark, business
              name, logo or domain name used or held by any member of Kerr-McGee
              Group
              or trade or service name or mark, business name, logo or domain name
              which, in the reasonable opinion of Kerr-McGee, is substantially or
              confusingly similar to any of them.

          


     

    19.  Payments

     

    19.1  Any
      payment to be made pursuant to this Agreement or any of the other Transaction
      Documents by the Buyer or any member of the Buyer Group shall be made to
      Kerr-McGee’s Account, or such other account as Kerr-McGee shall nominate in
      writing, in cash in immediately available funds by electronic transfer in United
      States Dollars unless otherwise agreed on the due date for payment. All payments
      made or received in currencies other than United States Dollars shall be
      converted into United States Dollars at the Exchange Rate. Kerr-McGee agrees
      to
      pay each member of Kerr-McGee Group that part of each payment to which it is
      entitled. Receipt of such sums in the relevant bank account shall be an
      effective discharge of the obligation of the Buyer or any member of the Buyer
      Group to pay such sums to Kerr-McGee or a member of Kerr-McGee Group, as the
      case may be, and neither the Buyer nor any member of the Buyer’s Group shall be
      concerned to see to the application or be answerable for loss or misapplication
      of such amount.

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    19.2  Any
      payment to be made pursuant to this Agreement or any of the other Transaction
      Documents by Kerr-McGee or any member of Kerr-McGee Group shall be made to
      the
      Buyer’s Account, or such other account as the Buyer shall nominate in writing,
      in cash in immediately available funds by electronic transfer in United States
      Dollars unless otherwise agreed on the due date for payment. All payments made
      or received in currencies other than United States Dollars shall be converted
      into United States Dollars at the Exchange Rate. The Buyer agrees to pay each
      member of the Buyer Group that part of each payment to which it is entitled.
      Receipt of such sums in the relevant bank account shall be an effective
      discharge of the obligation of Kerr-McGee or any member of Kerr-McGee Group
      to
      pay such sums to the Buyer or a member of the Buyer Group, as the case may
      be,
      and neither Kerr-McGee nor any member of Kerr-McGee Group shall be concerned
      to
      see to the application or be answerable for loss or misapplication of such
      amount.

     

    19.3  Where,
      in this Agreement, any date is specified as being the due date for payment
      and
      payment is not made on that date, simple interest calculated on the basis of
      a
      360 day year shall be paid on the amount outstanding on a daily basis (after
      as
      well as before any judgement) from the start of the due date to the end of
      the
      day preceding the date of actual payment at the rate of three per cent (3%)
      per
      annum above the Reference Interest Rate.

     

    20.  Announcements

     

    No
      Party shall make a public announcement or statement regarding the execution
      or
      existence of this Agreement without the prior agreement of the other Party,
      such
      agreement not to be unreasonably withheld or delayed; provided, however, that
      any such Party may make any public disclosure it believes, in good faith, is
      required by applicable law including the rules and regulations of any applicable
      stock exchange or governmental or regulatory authority (in which case the
      disclosing Party shall use its reasonable endeavours to advise the other Party
      prior to making such disclosure). 

     

    21.  Confidentiality

     

    21.1  For
      the purposes of this clause 21:

     

    	(a)  	
            Confidential
              Information means:

          


     

    	(i)  	
            (in
              relation to the obligations of the Buyer under this clause 21)
              any information received or held by the Buyer (or any of its
              Representatives) where such information relates to the Kerr-McGee Group
              or, prior to Completion, the Company; or

          


     

    	(ii)  	
            (in
              relation to the obligations of Kerr-McGee under this clause 21)
              any information received or held by Kerr-McGee (or any of its
              Representatives) where such information relates to the Buyer Group
              or,
              following Completion, the Company; and

          


     

    	(iii)  	
            information
              relating to the provisions and subject matter of, and negotiations
              leading
              to, this Agreement and any other Transaction
              Document;

          


     

    and
      includes not only written information but information transferred or obtained
      orally, visually, electronically or by any other means; and

     

    	(b)  	
            Representatives
              means, in relation to a Party, its respective Affiliates and the
              directors, officers, employees, agents, external legal advisers,
              accountants, consultants and financial advisers of that Party and/or
              of
              its respective Affiliates.

          


     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    21.2  Each
      of Kerr-McGee and the Buyer undertakes that it shall (and shall procure that
      each of its Representatives shall) maintain Confidential Information in
      confidence and not disclose that Confidential Information to any person except
      as permitted by this clause 21
      or envisaged in the Tax Matters or with the prior written approval of the other
      Party.

     

    21.3  The
      confidentiality obligation under clause 21.2
      shall not apply if and to the extent that Kerr-McGee or the Buyer (as the case
      may be) can demonstrate that:

     

    	(a)  	
            such
              disclosure is required by law or regulation or by any stock exchange
              or
              any regulatory, governmental or antitrust body (including, for the
              avoidance of doubt, any Tax Authority) having applicable jurisdiction
              (provided that, in such circumstances, the disclosing Party shall first
              inform the Buyer or Kerr-McGee (as applicable) of its intention to
              disclose such information and take into account the reasonable comments
              of
              the other Party);

          


     

    	(b)  	
            the
              Confidential Information concerned was lawfully in the relevant Party’s
              possession or the possession of any of its Representatives (in either
              case
              as evidenced by written records) and not subject to any obligation
              of
              secrecy on its part prior to its being received or held as described
              in
              clause 21.2;

          


     

    	(c)  	
            the
              Confidential Information concerned has come into the public domain
              other
              than through its fault (or that of its Representatives) or the fault
              of
              any person to whom such Confidential Information has been disclosed
              in
              accordance with this clause 21.3;
              or

          


     

    	(d)  	
            the
              disclosure is required for the purpose of any arbitral or judicial
              proceedings arising out of this Agreement or any other Transaction
              Document.

          


     

    21.4  Each
      of Kerr-McGee and the Buyer undertakes that it (and its Affiliates) shall only
      disclose Confidential Information to Representatives if it is reasonably
      required for the purposes of exercising the rights or performing the obligations
      under this Agreement or any other Transaction Document and only if the
      Representatives are informed of the confidential nature of the Confidential
      Information.

     

    21.5  If
      this Agreement is terminated in accordance with its terms, the Buyer shall
      as
      soon as practicable on request by Kerr-McGee:

     

    	(a)  	
            return
              to Kerr-McGee all written documents and other materials relating to
              Kerr-McGee or the Company or the subject matter of this Agreement
              (including any Confidential Information) which have been provided to
              the
              Buyer (or its Representatives) by Kerr-McGee (or its Representatives)
              without keeping any copies thereof;

          


     

    	(b)  	
            destroy
              all information or other documents derived from such Confidential
              Information; and

          


     

    	(c)  	
            so
              far as it is practicable to do so, expunge such Confidential Information
              from any computer, word processor or other
              device.

          


     

    21.6  The
      provisions of this clause 21
      shall survive termination and/or Completion of this Agreement.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    22.  Further
      Assurance

     

    22.1  Kerr-McGee
      shall, from time to time on being required to do so by the Buyer, promptly
      and
      at the cost and expense of Kerr-McGee do or procure the doing of all such acts
      and/or execute or procure the execution of all such documents in a form
      satisfactory to the Buyer as the Buyer may reasonably consider necessary for
      giving full effect to this Agreement (or to such parts of it as remain operative
      after termination) and securing to the Buyer the full benefit of the rights,
      powers and remedies conferred by Kerr-McGee in this Agreement.

     

    22.2  The
      Buyer shall, from time to time on being required to do so by Kerr-McGee,
      promptly and at the cost and expense of the Buyer do or procure the doing of
      all
      such acts and/or execute or procure the execution of all such documents in
      a
      form satisfactory to Kerr-McGee as Kerr-McGee may reasonably consider necessary
      for giving full effect to this Agreement (or to such parts of it as remain
      operative after termination) and securing to Kerr-McGee the full benefit of
      the
      rights, powers and remedies conferred by the Buyer in this
      Agreement.

     

    22.3  Without
      limiting the foregoing the Buyer agrees at the expense of Kerr McGee to procure
      that the Company executes any document reasonably required to perfect the
      provisions of the Assignment Assumption and Indemnity Agreement, the Agreement
      and Plan of Merger and any other agreement to which it is a party.

     

    23.  Costs

     

    23.1  Subject
      to clause 23.2
      and except as otherwise provided in this Agreement, each of Kerr-McGee and
      the
      Buyer shall be responsible for its own costs, charges and other expenses
      (including those of its Affiliates) incurred in connection with the negotiation,
      preparation, entering into and Completion of this Agreement and any other
      Transaction Document.

     

    23.2  The
      Buyer or its Affiliates shall bear all stamp, notarisation fees or other
      documentary or transaction duties, stamp duty reserve tax, stamp duty land
      tax
      and any other transfer taxes arising as a result, or in consequence, of this
      Agreement or any other Transaction Document or of their respective
      implementation. 

     

    24.  Notices

     

    24.1  Any
      notice pursuant to this Agreement may be given by facsimile transmission
      (promptly followed by a hard copy delivered in accordance with this clause
      24.1)
      or letter delivered to the Party to be served at the address stated in clause
      24.3
      or such other address as may be given for the purposes of this Agreement by
      written notice to the other Parties.

     

    24.2  A
      notice given by facsimile transmission shall be deemed to be served on the
      first
      (1st)
      Business Day following the date of dispatch but a notice sent by post or
      delivered personally shall not be deemed to be delivered until received. A
      notice sent by email shall be for information only and shall not be deemed
      to be
      served until served by facsimile transmission or letter in accordance with
      clause 24.1.
      

     

    24.3  The
      respective addresses for service are:

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

    
      

        
          	
                  Kerr-McGee:

                	
                  Ninian
                    House

                
	 	
                  Crawpeel
                    Road

                
	 	
                  Altens

                
	 	
                  Aberdeen

                
	 	
                  AB12
                    3LG

                
	 	 
	 	
                  Fax:
                    +44 (0)1224 242116

                
	 	 
	 	
                  Email:

                
	 	 
	 	
                  For
                    the attention of the Legal Director

                
	 	 
	 	
                  With
                    a copy to:

                
	 	 
	 	
                  P.O.
                    Box 25861, MT 29

                
	 	
                  123
                    Robert S. Kerr Ave.

                
	 	
                  Oklahoma
                    City, OK, USA 73125\

                
	 	 
	 	
                  Fax:
                    (405) 270 3649

                
	 	 
	 	
                  Email:

                
	 	 
	 	
                  For
                    the attention of Kerr-McGee Corporation’s General
                    Counsel

                
	 	 
	
                  The
                    Buyer:

                	
                  Centrica
                    Canada Ltd

                
	 	
                  C/o
                    Millstream

                
	 	
                  Maidenhead
                    Road

                
	 	
                  Windsor

                
	 	
                  Berkshire

                
	 	
                  SL4
                    5GD

                
	 	 
	 	
                  Fax: +44
                    (0)1753 494602

                
	 	 
	 	
                  For
                    the attention of General Counsel and Company Secretary

                
	 	 
	
                  Notices
                    to be copied to:

                	 
	 	
                  Centrica
                    Canada Ltd

                
	 	
                  Suite
                    1500

                
	 	
                  25
                    Sheppard Avenue

                
	 	
                  Toronto

                
	 	
                  Ontario
                    M2N 656

                
	 	 
	 	
                  Fax:
                    +(416) 250 2977

                
	 	 
	 	
                  For
                    the attention of Senior Vice President and General
                    Counsel

                


        

      

    

     

    24.4  A
      Party may notify the other Party to this Agreement of a change to its name,
      relevant addressee, address or fax number for the purposes of this clause
24,
      provided that such notice shall only be effective on:

     

    	(a)  	
            the
              date specified in the notice as the date on which the change is to
              take
              place; or

          


     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    	(b)  	
            if
              no date is specified or the date specified is less than five (5) Business
              Days after the date on which notice is given, the date which is the
              fifth
              (5th)
              Business Day after notice of any change has been
              given.

          


     

    24.5  In
      proving such service it shall be sufficient to prove that the envelope
      containing such notice was properly addressed and delivered either to the
      address shown thereon or into the custody of the postal authorities as a
      pre-paid recorded delivery, special delivery or registered post letter, or
      that
      the notice was transmitted by fax to the fax number of the relevant Party set
      out in this clause 24
      (or as otherwise notified under it).

     

    24.6  The
      parties agree that the provisions of this clause 24
      shall not apply to the service of any claim form, application notice, order
      or
      judgment.

     

    24.7  All
      notices, demands, requests, statements, certificates or other communications
      under this Agreement shall be in English unless otherwise agreed in
      writing.

     

    25.  Conflict
      with other Agreements

     

    In
      the event of any conflict between this Agreement and any other agreement
      relating to the Proposed Transaction, this Agreement shall prevail (as between
      the Parties to this Agreement and as between any other members of Kerr-McGee
      Group and the Buyer Group) unless:

     

    	(a)  	
            such
              other agreement expressly states that it (or any part of it) overrides
              this Agreement in any respect and Kerr-McGee and the Buyer are either
              also
              parties to that other agreement or otherwise expressly agree in writing
              that such other agreement shall override this Agreement in that respect;
              or

          


     

    	(b)  	
            the
              contrary is expressly provided elsewhere in this
              Agreement.

          


     

    26.  Entire
      Agreement

     

    26.1  This
      Agreement and the other Transaction Documents set out the entire agreement
      and
      understanding between the Parties. This Agreement and the other Transaction
      Documents supersede all prior agreements, understandings or arrangements
      (whether oral or written) relating to the sale and purchase of the Shares which
      shall cease to have any further force or effect. It is agreed that:

     

    	(a)  	
            neither
              Party has entered into this Agreement and the other Transaction Documents
              in reliance upon, nor shall any Party have any claim or remedy in respect
              of, any statement, representation, warranty, undertaking, assurance,
              collateral contract or other provision made by or on behalf of the
              other
              Party (or any of its Connected Persons) which is not expressly set
              out in
              this Agreement or any of the other Transaction
              Documents;

          


     

    	(b)  	
            the
              only right or remedy of a Party in relation to any statement,
              representation, warranty, undertaking, assurance, collateral contract
              or
              other provision set out in this Agreement or any other Transaction
              Document shall be for breach of this Agreement or the relevant Transaction
              Document to the extent of all other rights and remedies;
              and

          


     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    	(c)  	
            except
              for any liability which a Party (or any of its Connected Persons) has
              under or in respect of any breach of this Agreement or any of the other
              Transaction Documents, no Party (or any of its Connected Persons) shall
              owe any duty of care or have any liability in tort or otherwise to
              any
              other Party (or its respective Connected Persons) in respect of, arising
              out of, or in any way relating to the Proposed
              Transaction,

          


     

    provided
      that this clause shall not exclude any liability for (or remedy in respect
      of)
      fraudulent misrepresentation.

     

    26.2  The
      agreements and undertakings in this clause 26
      are given by each Party on its own behalf and as agent for each of its Connected
      Persons. Each Party acknowledges that the other Party gives such agreements
      and
      undertakings as agent with the full knowledge and authority of each of is
      respective Connected Persons. 

     

    27.  Waivers,
      Rights and Remedies

     

    Except
      as otherwise provided in this Agreement, no failure or delay by any Party in
      exercising any right or remedy provided by law or under or pursuant to this
      Agreement or any other Transaction Document shall impair such right or remedy
      or
      operate or be construed as a waiver or variation of it or preclude its exercise
      at any subsequent time and no single or partial exercise of any such right
      or
      remedy shall preclude any further exercise of it or the exercise of any other
      remedy.

     

    28.  Contracts
      (Rights of Third Parties) Act 1999

     

    28.1  Each
      Party undertakes to the other Party that Connected Persons shall have the right
      to enforce the terms of clause 26
      under the Contracts (Rights of Third Parties) Act 1999. 

     

    28.2  Except
      as provided in clause 28.1,
      a person who is not a Party to this Agreement shall have no right under the
      Contracts (Rights of Third Parties) Act 1999 to enforce any of its
      terms.

     

    29.  General

     

    29.1  This
      Agreement may be executed in any number of counterparts and by the Parties
      on
      separate counterparts, each of which is an original but all of which taken
      together shall constitute one and the same instrument.

     

    29.2  No
      amendment, variation or waiver of this Agreement or any other Transaction
      Document shall be valid unless it is in writing and duly executed by or on
      behalf of the Parties. The expression variation
      shall
      include any variation, supplement, deletion or replacement howsoever
      effected.
      Unless expressly agreed, no variation shall constitute a general waiver of
      any
      provision of this Agreement, nor shall it affect any rights, obligations or
      liabilities under or pursuant to this Agreement which have already accrued
      up to
      the date of variation, and the rights and obligations under or pursuant to
      this
      Agreement shall remain in full force and effect except and only to the extent
      that they are so varied.

     

    29.3  Each
      of the provisions of this Agreement and any other Transaction Document is
      severable. If any such provision is held to be or becomes illegal, invalid
      or
      unenforceable in any respect under the law of any jurisdiction:

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

    	(a)  	
            so
              far as it is illegal, invalid or unenforceable, it shall be given no
              effect and shall be deemed not to be included in this Agreement or
              the
              relevant Transaction Document but it shall not affect or impair the
              legality, validity or enforceability in that jurisdiction of any other
              provisions of this Agreement or the relevant Transaction Document (or
              of
              the provisions of this Agreement or that Transaction Document in any
              other
              jurisdiction); and

          


     

    	(b)  	
            the
              Parties shall use all reasonable endeavours to replace it with a valid
              and
              enforceable substitute provision or provisions but differing from the
              replaced provision as little as possible and the effect of which is
              as
              close to the intended effect of the illegal, invalid or unenforceable
              provision.

          


     

    29.4  Except
      insofar as any term or provision of this Agreement is satisfied on Completion,
      this Agreement shall remain in full force and effect after
      Completion.

     

    29.5  No
      Party shall have the right to assign, transfer or otherwise dispose of its
      rights and obligations under this Agreement without the consent of the other
      Party, which consent shall not be unreasonably withheld or delayed save that
      either the Buyer or Kerr-McGee shall have the right to assign, transfer or
      otherwise dispose of its rights under this Agreement to any of its Affiliates
      without the consent of the other.

     

    29.6  This
      Agreement shall inure to the benefit of and be binding upon the respective
      successors and permitted assigns of the Parties.

     

    29.7  Notwithstanding
      anything herein provided to the contrary, Kerr-McGee and the Buyer do hereby
      covenant and agree that the recovery by either Party hereto of any damages
      suffered or incurred by it as a result of any breach by the other Party of
      any
      of its covenants, agreements, representations, guaranties, warranties,
      indemnities, disclaimers, waivers or continuing obligations under this Agreement
      shall be limited to the actual damages suffered or incurred by the non-breaching
      Party as a result of such breach, and in no event shall such recovery include
      any indirect, consequential, exemplary or punitive damages.

     

    29.8  Nothing
      in this Agreement shall be read or construed as excluding any liability or
      remedy in respect of fraud.

     

    29.9  Buyer
      covenants and agrees to use and disclose Personal Information only for those
      purposes for which the Personal Information was initially collected from or
      in
      respect of the individual to which such Personal Information relates,
      unless:

     

    	(a)  	
            Kerr-McGee
              or Buyer has first notified such individual of such additional purpose,
              and where required by the Personal Information Protection and Electronic
              Documents (Canada) Act and the Albertan provincial Personal Information
              Protection Act (Alberta) or by any subordinate legislation or regulations
              made pursuant to such Acts (the “Privacy Acts”), obtained the consent of
              such individual to such additional purpose;
              or

          


     

    	(b)  	
            such
              use or disclosure is permitted or authorized by the Privacy Acts, without
              notice to, or consent from, such
              individual.

          


     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

    30.  Governing
      law, jurisdiction and Service of Process

     

    30.1  This
      Agreement and the legal relationships established by or otherwise arising in
      connection with this Agreement shall be governed by, and interpreted in
      accordance with, English law.

     

    30.2  Each
      of the Parties agrees that the courts of England are to have exclusive
      jurisdiction to settle any disputes (including claims for set-off and
      counterclaims) which may arise in connection with the creation, validity,
      effect, interpretation or performance of, or the legal relationships established
      by, this Agreement or otherwise arising in connection with this Agreement,
      and
      for such purposes irrevocably submit to the jurisdiction of the English
      courts.

     

    30.3  Each
      Party irrevocably waives any objections to the jurisdiction of any court
      referred to in this clause.

     

    30.4  Each
      Party irrevocably agrees that a judgment or order of any court referred to
      in
      this clause in connection with this Agreement is conclusive and binding on
      it
      and may be enforced against it in the courts of any other
      jurisdiction.

     

    IN
      WITNESS WHEREOF this Agreement has been duly executed on the day and year first
      above written.

     

    
       

       

       

       

       

       

       

      
        27

        
          

        

      

      
         

      

    


    Signed
      for and on behalf of

    KM
      DENMARK OVERSEAS APS

     

    TERENCE
      JUPP

     

     

     

    Signed
      for and on behalf of

    THE
      BUYER

     

    ANTHONY
      C HENSHAW

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
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