Underwriting Agreement (2007)Full Document 

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Canadian Natural Resources Limited

5.70% Notes Due 2017

6.25% Notes Due 2038

Underwriting Agreement

Calgary, Alberta
March 12, 2007

To the Representatives
    named in Schedule I hereto
    of the Underwriters
    named in Schedule II hereto

Ladies and Gentlemen:

Canadian Natural Resources Limited, a corporation organized under the laws of the Province of Alberta, Canada (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of July 24, 2001, between the Company and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”) (the “Offering”).  To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.  Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus, the Canadian Final Prospectus or the U.S. Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 3 of Form F-9 which were filed under the Exchange Act or Alberta Securities Law on or before the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, any Preliminary Final Prospectus, the Canadian Final Prospectus or the U.S. Final Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus, the Canadian Final Prospectus or the U.S. Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act or Alberta Securities Law after the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, any Preliminary Final Prospectus, the Canadian Final Prospectus or the U.S. Final Prospectus, as the case may be, deemed to be incorporated therein by reference.  Certain terms used herein are defined in Section 19 hereof.

 




 

1. Representations and Warranties.  The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1 that:

(a)           the Company meets the requirements under Alberta Securities Law, as interpreted and applied by the Reviewing Authority, and the Shelf Procedures for the use of a short form shelf prospectus with respect to the Securities; a final short form shelf prospectus has been filed with the Reviewing Authority and the Company has informed the Reviewing Authority that it has been selected as the principal jurisdiction regulating the offering of the Securities; a receipt has been obtained from the Reviewing Authority in respect of such short form shelf prospectus and any amendment thereto; no order suspending the distribution of the Securities has been issued by the Reviewing Authority and no proceeding for that purpose has been initiated or to the Company’s knowledge threatened by the Reviewing Authority;

(b)           the Company meets the general eligibility requirements for use of Form F-9 under the Act, has filed a registration statement on Form F-9 (File No. 333-138873) in respect of the Securities and an appointment of agent for service of process on Form F-X (the “Form F-X”) in conjunction with the filing of such registration statement with the Commission and has caused the Trustee to prepare and file with the Commission a Statement of Eligibility and Qualification on Form T-1 (the “Form T-1”); such registration statement and any post-effective amendment thereto, in each case including the Canadian Final Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-9 and the applicable rules and regulations of the Commission), each in the form heretofore delivered or to be delivered to the Representatives for delivery by them to each of the other Underwriters and, excluding exhibits to such registration statement, but including all documents incorporated by reference in the prospectus contained therein, have been declared effective by the Commission in such form; no other document with respect to such registration statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission and no other document incorporated by reference in the prospectus contained therein has heretofore been filed with the Reviewing Authority, except for any documents filed with the Commission or the Reviewing Authority subsequent to the date of such effectiveness in the form heretofore delivered to the Representatives for delivery by them to each of the other Underwriters; no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission; any reference herein to any Preliminary Final Prospectus, Canadian Final Prospectus or U.S. Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein as of the date of such Preliminary Final Prospectus, Canadian Final Prospectus or U.S. Final Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Final Prospectus, Canadian Final Prospectus or U.S. Final Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Final Prospectus, Canadian Final Prospectus or U.S. Final Prospectus, as the case may be, under Alberta Securities Law or the Exchange Act, as the case may be, and incorporated by reference in such Preliminary Final Prospectus, Canadian Final Prospectus or U.S. Final Prospectus, as the case may be; and any reference to the U.S. Final Prospectus shall be deemed to refer to the U.S. Final Prospectus as amended or supplemented in relation to the applicable Securities in the form in which it is filed with the Commission pursuant to General Instruction II.K. of Form F-9 in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing);

 

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(c)           the Canadian Documents, when they were filed with the Reviewing Authority, conformed in all material respects to the requirements of Alberta Securities Law, the documents incorporated by reference in the Registration Statement and the U.S. Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and any further documents so filed and incorporated by reference in the Canadian Final Prospectus and the U.S. Final Prospectus or any amendment or supplement thereto, when such documents are filed with the Reviewing Authority or the Commission, will conform in all material respects to the requirements of Alberta Securities Law or Exchange Act, as applicable;

(d)           on the Effective Date the Registration Statement did, and on the date each is first filed and on the Closing Date the Canadian Final Prospectus and the U.S. Final Prospectus will, conform in all material respects, with respect to the Canadian Final Prospectus, with the applicable requirements of Alberta Securities Law and the rules and regulations of the Reviewing Authority under the Alberta Securities Law, and with respect to the U.S. Final Prospectus, with the Act and the Trust Indenture Act and the rules and regulations of the Commission under both the Act and the Trust Indenture Act; the Registration Statement, as of the Effective Date and at the Applicable Time, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Canadian Final Prospectus and the U.S. Final Prospectus, did not as of the Effective Date, did not as of their respective filing dates and will not as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement, the Canadian Final Prospectus and the U.S. Final Prospectus, or to the Form T-1 of the Trustee;

(e)           as of the Applicable Time and as of the Closing Date, the Disclosure Package does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The preceding sentence does not apply to statements in or omissions from the Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company or on behalf of any Underwriter through the Representative specifically for inclusion therein;

(f)            at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.  The Representative has notified the Company of the earliest time that an offering participant made a bona fide offer of the Securities;

 

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(g)           each Issuer Free Writing Prospectus does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified.  If there occurs an event or development as a result of which the Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Representative so that any use of the Disclosure Package may cease until it is amended or supplemented.  The foregoing two sentences do not apply to statements in or omissions from the Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representative specifically for use therein;

(h)           the Company has been duly amalgamated and is valid and subsisting as a corporation under the laws of the Province of Alberta with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Canadian Final Prospectus (exclusive of any additional supplement thereto), the Disclosure Package and the U.S. Final Prospectus (exclusive of any additional supplement thereto), and is duly registered to do business as an extra-provincial corporation and is in good standing under the laws of each such jurisdiction which requires such registration;

(i)            each of Canadian Natural Resources, a general partnership (“Canadian Natural Resources”), Canadian Natural Resources Northern Alberta Partnership, a general partnership (“Canadian Natural Resources Northern”) and CNR 2006 Partnership, a general partnership (“CNR 2006”), has been duly formed and is registered as a general partnership in good standing under the laws of the Province of Alberta, with full power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Canadian Final Prospectus (exclusive of any additional supplement thereto), the Disclosure Package and the U.S. Final Prospectus (exclusive of any additional supplement thereto), and is duly registered to do business as an extra-provincial partnership and is in good standing under the laws of each jurisdiction which requires such registration;

(j)            CNR International (U.K.) Limited has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Canadian Final Prospectus (exclusive of any additional supplement thereto), the Disclosure Package and the U.S. Final Prospectus (exclusive of any additional supplement thereto), and is duly qualified or registered to do business as an extra-jurisdictional corporation and is in good standing under the laws of each jurisdiction which requires such qualification or registration;

(k)           each of the Company’s material subsidiaries (excluding the Significant Subsidiaries) has been duly incorporated and, to the best of the Company’s knowledge, is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Canadian Final Prospectus (exclusive of any additional supplement thereto), the Disclosure Package and the U.S. Final Prospectus (exclusive of any additional supplement thereto), and is duly qualified or registered to do business as an extra-jurisdictional corporation and, to the best of the Company’s knowledge, is in good standing under the laws of each jurisdiction which requires such qualification or registration;

 

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(l)            each of the Company’s material partnerships (excluding Canadian Natural Resources, Canadian Natural Resources Northern and CNR 2006) has been duly formed and, to the best of the Company’s knowledge, is registered as a partnership in good standing under the laws of the jurisdiction in which it is organized, with full power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Canadian Final Prospectus (exclusive of any additional supplement thereto), the Disclosure Package and the U.S. Final Prospectus (exclusive of any additional supplement thereto), and is duly registered to do business as an extra-jurisdictional partnership and, to the best of the Company’s knowledge, is in good standing under the laws of each jurisdiction which requires such registration;

(m)          the Company has an authorized capitalization as set forth in the Canadian Final Prospectus (exclusive of any additional supplement thereto), the Disclosure Package and the U.S. Final Prospectus (exclusive of any additional supplement thereto) and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and all the outstanding shares of capital stock, or other ownership interests, of each subsidiary of the Company (the term “subsidiary” as used hereinafter includes partnerships and other equity interests unless otherwise indicated) have been duly and validly authorized and issued and are fully paid and nonassessable, as applicable, and, except as otherwise set forth in the Canadian Final Prospectus (exclusive of any additional supplement thereto), the Disclosure Package and the U.S. Final Prospectus (exclusive of any additional supplement thereto) and other than the entities identified in Annex B hereto, all outstanding shares of capital stock, or other ownership interests, of the subsidiaries are owned by the Company either directly or under a trust relationship where shares of a subsidiary are held in trust on behalf of the Company or through wholly owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances;

(n)           there is no contract or other document of a character required to be described in the Registration Statement, the Disclosure Package, the Canadian Final Prospectus or the U.S. Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; and the statements in the Canadian Final Prospectus, the Disclosure Package or the U.S. Final Prospectus under the headings “Certain Income Tax Information”, “Description of Debt Securities” and “Description of the Notes” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are in all material respects accurate and fair summaries of such legal matters, agreements, documents or proceedings;

(o)           this Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, except as the enforceability of the Securities may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) subject to public policy considerations with respect to Section 8 hereunder;

 

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(p)           the Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus, will not be required to be registered as an “investment company” (as defined in the Investment Company Act of 1940, as amended) under the Investment Company Act of 1940, as amended;

(q)           no Governmental Authorization is required in connection with the transactions contemplated herein, except such as have been obtained under the Act, Alberta Securities Law and the Trust Indenture Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus;

(r)            neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws of the Company or any of its subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it is bound or to which its or their property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties which conflict, breach, violation or imposition would, either individually or in the aggregate with all other conflicts, breaches, violations and impositions referred to in this paragraph (if any), have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business;

(s)           no holders of securities of the Company have rights to the registration of such securities under the Registration Statement;

(t)            the consolidated historical financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Canadian Final Prospectus, the Disclosure Package, the U.S. Final Prospectus and the Registration Statement present fairly in all material respects the financial condition, results of operations and cash flows of the entities indicated as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Act and Alberta Securities Law and have been prepared in conformity with Canadian generally accepted accounting principles and have been reconciled to U.S. generally accepted accounting principles in accordance with the provisions of Form 20-F under the Exchange Act, in each case applied on a consistent basis throughout the periods involved (except as otherwise noted therein).  The selected financial data set forth under the caption “Selected Consolidated Financial and Operating Information” in the Canadian Final Prospectus, the Disclosure Package, the U.S. Final Prospectus and the Registration Statement fairly present, on the basis stated in the Canadian Final Prospectus, the Disclosure Package, the U.S. Final Prospectus and the Registration Statement, the information included therein;

 

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(u)           except as set forth in or contemplated in the Canadian Final Prospectus (exclusive of any additional supplement thereto), the Disclosure Package and the U.S. Final Prospectus (exclusive of any additional supplement thereto), no action, suit or proceeding by or before any court or Governmental Authority involving the Company or any of its subsidiaries or its or their property is pending or, to the best knowledge of the Company, threatened that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business;

(v)           except as set forth in the Canadian Final Prospectus (exclusive of any additional supplement thereto), the Disclosure Package and the U.S. Final Prospectus (exclusive of any additional supplement thereto), each of the Company and its subsidiaries owns or leases or is entitled to own or lease all such properties as are necessary to the conduct of its operations as presently conducted, except where the failure to own or lease could not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business;

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