NCX EX - 4.4






Exhibit 4.4


THIRD AMENDING AGREEMENT




THIS AGREEMENT dated as of December 17, 2012.
AMONG:
NOVA CHEMICALS CORPORATION, a corporation subsisting under the laws of the Province of New Brunswick (hereinafter referred to as the "Borrower"),
OF THE FIRST PART
‐ and ‐
THE FINANCIAL INSTITUTIONS AND OTHER PERSONS NAMED ON THE SIGNATURE PAGES HERETO, as Lenders,
OF THE SECOND PART
‐ and ‐


THE TORONTO‐DOMINION BANK, a Canadian chartered bank, as administrative agent of the Lenders (hereinafter referred to as the "Agent"),
OF THE THIRD PART
WHEREAS the parties hereto are parties to the Credit Agreement;
AND WHEREAS the parties hereto have agreed to amend and supplement certain provisions of the Credit Agreement as set out herein;
NOW THEREFORE in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged by each of the parties hereto, the parties hereto covenant and agree as follows:
		
	 1.
	INTERPRETATION




		
	1.1
	In this Agreement, the following terms shall have the meanings set forth below (unless something in the subject matter or context is inconsistent therewith):


"Agreement" means this third amending agreement, as amended, modified, supplemented or restated from time to time.

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"Credit Agreement" means the Restated Credit Agreement made as of November 17, 2009 among NOVA Chemicals Corporation, as borrower, The Toronto-Dominion Bank, as administrative agent, and the financial institutions and other persons named on the signature pages thereto as lenders, as amended by the First Amending Agreement dated as of October 28, 2010, the Second Amending Agreement dated as of October 18, 2011 and as further amended, supplemented, modified or restated from time to time.
"Effective Date" means the first date on which all of the conditions precedent set forth in Section 3 hereof have been satisfied (or waived by the Majority Lenders). 


		
	1.2
	Capitalized terms used herein without express definition shall have the same meanings herein as are ascribed thereto in the Credit Agreement.




		
	1.3
	The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.  The terms "this Agreement", "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular Section or other portion hereof and include any agreements supplemental hereto.




		
	1.4
	This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and federal laws of Canada applicable therein.




		
	1.5
	This Agreement shall be effective on the Effective Date.




		
	 2.
	AMENDMENTS




		
	2.1
	The definition of "Applicable Pricing Margin" in Section 1.1 of the Credit Agreement is amended by deleting the pricing table therein and replacing same with the following new pricing table (and these pricing changes shall be applied to existing Outstandings in accordance with proviso (ii) in the definition of Applicable Pricing Margin):




	
				
	Level
	Senior Debt to Cash Flow Ratio
	BA Stamping Fee /
LIBOR Loan /
LC Fee
(in bps)
	Prime Loans and USBR Loans
(in bps)

	1
	< 1.0
	212.5
	112.5

	2
	≥1.0 to < 2.0
	237.5
	137.5

	3
	≥2.0
	287.5
	187.5






		
	2.2
	The definition of "Standby Fee Margin" in Section 1.1 of the Credit Agreement is amended by deleting the pricing table therein and replacing same with the following new pricing table:



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	Level
	Senior Debt to Cash Flow Ratio
	Standby Fee
(in bps)

	1
	< 1.0
	47.8125

	2
	≥1.0 to < 2.0
	53.4375

	3
	≥2.0
	64.6875






		
	2.3
	Each Lender acknowledges that the Maturity Date has been extended to December 17, 2016.




		
	 3.
	CONDITIONS PRECEDENT TO EFFECTIVENESS




This Agreement will become effective upon the following conditions being met (or waived in writing by the Majority Lenders) including the receipt by the Agent, for and on behalf of the Majority Lenders, of the following documents and payments each in full force and effect, and in form and substance satisfactory to the Agent, acting reasonably:
		
	(a)
	a fully executed copy of this Agreement (including the Confirmation of Guarantees attached hereto); and




		
	(b)
	all amendment fees payable by the Borrower to the Lenders in respect of the amendments provided for herein.




		
	 4.
	REPRESENTATIONS AND WARRANTIES




The Borrower represents and warrants to the Agent and the Lenders as follows on and as of the date hereof:


		
	(a)
	Subsistence.  The Borrower is validly subsisting under the laws of the Province of New Brunswick and has full corporate power and capacity to enter into and perform its obligations under this Agreement.




		
	(b)
	Authorization and Status of Agreement.  This Agreement has been duly authorized, executed and delivered by the Borrower and does not conflict with or contravene the constating documents or by-laws or any resolutions of the Borrower.




		
	(c)
	Enforceability.  This Agreement constitutes valid and binding obligations of the Borrower and is enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.




		
	(d)
	No Default.  No Default or Event of Default has occurred and is continuing.




The representations and warranties set out in this Agreement shall survive the execution and delivery of this Agreement and the making of each Drawdown, notwithstanding any investigations or examinations which may be made by the Agent, the Lenders or Lenders' 

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Counsel.  Such representations and warranties shall survive until the Credit Agreement has been terminated.
		
	 5.
	CONFIRMATION OF CREDIT AGREEMENT




The Credit Agreement and all covenants, terms and provisions thereof, except as expressly amended and supplemented by this Agreement, shall be and continue to be in full force and effect.  The Credit Agreement as amended and supplemented by this Agreement is hereby ratified and confirmed and shall from and after the date hereof continue in full force and effect as herein amended and supplemented.
		
	 6.
	FURTHER ASSURANCES




The parties hereto shall from time to time do all such further acts and things and execute and deliver all such documents as are required in order to effect the full intent of and fully perform and carry out the terms of this Agreement. 
		
	 7.
	COUNTERPARTS




This Agreement may be executed in any number of counterparts, including by facsimile, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement.
	
			
	 
	BORROWER:

	 
	 
	 

	 
	NOVA CHEMICALS CORPORATION

	 
	 
	 

	 
	Per:
	/s/ Randy Woelfel

	 
	 
	Name: Randy Woelfel

	 
	 
	Title: CEO

	 
	 
	 

	 
	Per:
	/s/ Todd Karran

	 
	 
	Name: Todd Karran

	 
	 
	Title: CFO

	 
	 
	 

	 
	 
	 

	 
	AGENT:

	 
	 
	 

	 
	THE TORONTO-DOMINION BANK, as Agent

	 
	 
	 

	 
	Per:
	/s/ Feroz Haq

	 
	 
	Name: Feroz Haq

	 
	 
	Title: Vice President, Loan Syndications - Agency

	 
	 
	 

	 
	Per:
	 

	 
	 
	Name:

	 
	 
	Title:

	 
	 
	 

	 
	 
	 

	 
	LENDERS:

	 
	 
	 

	 
	THE TORONTO-DOMINION BANK

	 
	 
	 

	 
	Per:
	/s/ Greg Hickaway

	 
	 
	Name: Greg Hickaway

	 
	 
	Title: Managing Director

	 
	 
	 

	 
	Per:
	/s/ Glen Cameron

	 
	 
	Name: Glen Cameron

	 
	 
	Title: Vice President

	 
	 
	 









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	ROYAL BANK OF CANADA

	 
	 
	 

	 
	Per:
	/s/ Chris Cowan

	 
	 
	Name: Chris Cowan

	 
	 
	Title: Authorized Signatory

	 
	 
	 

	 
	Per:
	 

	 
	 
	Name:

	 
	 
	Title:

	 
	 
	 

	 
	HSBC BANK CANADA

	 
	 
	 

	 
	Per:
	/s/ Jean-Philippe Gariazzo

	 
	 
	Name: Jean-Philippe Gariazzo

	 
	 
	Title: Vice-President, Global Banking

	 
	 
	 

	 
	Per:
	/s/ Vivek Varma

	 
	 
	Name: Vivek Varma

	 
	 
	Title: Director, Global Banking

	 
	 
	 

	 
	 
	 

	 
	BARCLAYS BANK PLC

	 
	 
	 

	 
	 
	 

	 
	Per:
	/s/ Vanessa A. Kurbatskiy

	 
	 
	Name: Vanessa A. Kurbatskiy

	 
	 
	Title: Vice President

	 
	 
	 

	 
	 
	 

	 
	EXPORT DEVELOPMENT CANADA

	 
	 
	 

	 
	Per:
	/s/ Ranya Gabriel

	 
	 
	Name: Ranya Gabriel

	 
	 
	Title: Financing Manager

	 
	 
	 

	 
	Per:
	/s/ Joanne Tognarelli

	 
	 
	Name: Joanne Tognarelli

	 
	 
	Title: Senior Financing Manager







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	THE BANK OF NOVA SCOTIA

	 
	 
	 

	 
	Per:
	/s/ John Frazell

	 
	 
	Name: John Frazell

	 
	 
	Title: Director

	 
	 
	 

	 
	 
	 

	 
	CANADIAN WESTERN BANK

	 
	 
	 

	 
	Per:
	/s/ Tim Bacon

	 
	 
	Name: Tim Bacon

	 
	 
	Title: Assistant Vice President, Energy Lending

	 
	 
	 

	 
	Per:
	/s/ : Erin Depoe

	 
	 
	Name: Erin Depoe

	 
	 
	Title: AVP, Energy Lending













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Confirmation of Guarantees
For good and valuable consideration (the receipt and sufficiency of which is hereby conclusively acknowledged) each of the undersigned in its capacity as a guarantor pursuant to its Restricted Subsidiary Guarantee hereby: (a) consents and agrees to the terms of the above Third Amending Agreement; (b) acknowledges and confirms the representations and warranties applicable to it in the above Third Amending Agreement; and (c) acknowledges that its Restricted Subsidiary Guarantee remains in full force and effect in all respects notwithstanding the amendments contained in the above Third Amending Agreement and shall continue to exist and apply to all Loan Indebtedness and Secured Swap Obligations including, without limitation, the Loan Indebtedness of the Borrower under the Credit Agreement as amended by the above Third Amending Agreement.


This Confirmation is in addition to and shall not limit, derogate from or otherwise affect the provisions of the Security, as amended prior to the date hereof.


Capitalized terms used herein shall have the same meanings herein as are ascribed thereto in the above Third Amending Agreement.


	
					
	NOVA CHEMICALS (CANADA) LTD.
	 
	NOVA PETROCHEMICALS LTD.

	 
	 
	 
	 

	Per:
	/s/ Todd Karran
	 
	Per:
	/s/ Randy Woelfel

	Name:
	Todd Karran
	 
	Name:
	Randy Woelfel

	Title:
	Senior Vice President and Chief Financial Officer
	 
	Title:
	Senior Vice President and Chief Operating Officer

	 

	 
	 
	 
	 
	 

	Per:
	/s/  Stephen Vianello
	 
	Per:
	/s/ Todd Karran

	Name:
	Stephen Vianello
	 
	Name:
	Todd Karran

	Title:
	Treasurer
	 
	Title:
	Senior Vice President and Chief Financial Officer

	 
	 
	 

	 
	 
	 
	 
	 

	NOVA CHEMICALS INC.
	 
	NOVA CHEMICALS (INTERNATIONAL) S.A.

	 
	 
	 
	 
	 

	Per:
	/s/ Randy Woelfel
	 
	Per:
	/s/ Todd Karran

	Name:
	Randy Woelfel
	 
	Name:
	Todd Karran

	Title:
	Chief Executive Officer
	 
	Title:
	Director

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	Per:
	/s/ Todd Karran
	 
	 
	 

	Name:
	Todd Karran
	 
	 
	 

	Title:
	Senior Vice President and Chief Financial Officer
	 
	 
	 

	 
	 
	 











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