CANADIAN NATURAL RESOURCES LIMITED
(Exact name of Registrant as specified in its charter)
Alberta
(Province or other jurisdiction of
incorporation or organization)
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1311
(Primary Standard Industrial
Classification Code Number)
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Not Applicable
(I.R.S. Employer Identification No.,
if applicable)
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Suite 2500, 855 - 2nd Street, S.W., Calgary, Alberta,
Canada, T2P 4J8
(403) 517-6700
(Address and telephone number of Registrant’s
principal executive offices)
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CT Corporation System, 111 8th Avenue, 13th
Floor
New York, New York 10011
(212) 590-9330
(Name, address and telephone number (including area code)
of agent for service in the United States)
Copies to:
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Nancy M. Penner
Parlee McLaws LLP
3400 Petro-Canada Centre
150 - Sixth Avenue, S.W.
Calgary, Alberta, Canada
T2P 3Y7
(403) 294-7000
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Andrew J. Foley
Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, N.Y. 10019-6064
(212) 373-3000
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Approximate date of commencement of proposed sale to the
public:
From time to time after the effective date of this
Registration Statement.
Province of Alberta, Canada
(Principal jurisdiction regulating this offering)
It is
proposed that this filing shall become effective (check appropriate box
below):
A.
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upon filing with the Commission, pursuant to Rule 467(a) (if
in connection with an offering being made contemporaneously in the United
States and Canada).
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B.
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x
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at some future date (check appropriate box below)
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1.
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pursuant to Rule 467(b) on ( ) at ( ) (designate a time not
sooner than 7 calendar days after filing).
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2.
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pursuant to Rule 467(b) on ( ) at ( ) (designate a time 7
calendar days or sooner after filing) because the securities regulatory
authority in the review jurisdiction has issued a receipt or notification
of clearance on ( ).
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3.
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x
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pursuant to Rule 467(b) as soon as practicable after
notification of the Commission by the Registrant or the Canadian securities
regulatory authority of the review jurisdiction that a receipt or
notification of clearance has been issued with respect hereto.
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4.
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after the filing of the next amendment to this Form (if
preliminary material is being filed).
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to the home jurisdiction’s
shelf prospectus offering procedures, check the following box.
x
The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registration
statement shall become effective as provided in Rule 467 under the Securities Act of
1933 or on such date as the Commission, acting pursuant to Section 8(a) of the Act, may
determine.
PART I
INFORMATION REQUIRED TO BE
DELIVERED TO OFFEREES OR PURCHASERS
Base Shelf Prospectus
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New Issue
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September 25, 2007
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CANADIAN NATURAL RESOURCES LIMITED
Debt Securities
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Canadian Natural Resources Limited may offer for sale from time to time
debt securities in the aggregate principal amount of up to US$3,000,000,000 or its
equivalent in any other currency or units based on or relating to foreign currencies
during the 25 month period that this prospectus (including any amendments hereto)
remains effective.
We will provide the specific terms of these securities and all
information omitted from this prospectus in supplements to this prospectus. You should
read this prospectus and the supplements carefully before you invest.
______________
Neither the U.S. Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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We are permitted to prepare this prospectus in accordance with
Canadian disclosure requirements, which are different from those of the United States.
We prepare our financial statements in accordance with Canadian generally accepted
accounting practices, and they are subject to Canadian auditing and auditor
independence standards. They may not be comparable to financial statements of United
States companies.
Owning the debt securities may subject you to tax consequences both
in the United States and Canada. This prospectus or any applicable prospectus
supplement may not describe these tax consequences fully. You should read the tax
discussion in any applicable prospectus supplement.
Your ability to enforce civil liabilities under the United States
federal securities laws may be affected adversely because we are incorporated in
Alberta, some of our officers and directors and some of the experts named in this
prospectus are Canadian residents, and many of our assets are located in
Canada.
The debt securities offered hereby have not been qualified for sale
under the securities laws of any province or territory of Canada and are not being and
may not be offered or sold, directly or indirectly, in Canada or to any resident of
Canada in contravention of the securities laws of any province or territory of
Canada.
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TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS
In this prospectus, unless otherwise specified or the context otherwise
indicates, references to "Canadian Natural", "us", "we" or "our" mean Canadian Natural
Resources Limited and its subsidiaries, including its material operating subsidiaries
and, where applicable, their respective interests in partnerships and other
entities.Unless otherwise specified, all dollar amounts contained in this prospectus
are expressed in Canadian dollars, and references to "dollars", "Cdn$" or "$" are to
Canadian dollars and all references to "US$" are to United States dollars.
All financial information included and incorporated by reference in this
prospectus is determined using generally accepted accounting principles which are in
effect from time to time in Canada, referred to as "Canadian GAAP". "U.S. GAAP" means
generally accepted accounting principles which are in effect from time to time in the
United States.
This prospectus replaces our amended and restated base shelf prospectus
dated November 27, 2006.
This prospectus is part of a registration statement on Form F-9
relating to the debt securities that we filed with the U.S. Securities and Exchange
Commission (the "SEC"). Under the shelf registration statement, we may, from time to
time, sell any combination of the debt securities described in this prospectus in one
or more offerings up to an aggregate principal amount of US$3,000,000,000. This
prospectus provides you with a general description of the debt securities that we may
offer. Each time we sell debt securities under the registration statement, we will
provide a prospectus supplement that will contain specific information about the terms
of that offering of debt securities. The prospectus supplement may also add, update or
change information contained in this prospectus. Before you invest, you should read
both this prospectus and any applicable prospectus supplement together with additional
information
described under the heading "Where You Can Find More Information". This
prospectus does not contain all of the information set forth in the registration
statement, certain parts of which are omitted in accordance with the rules and
regulations of the SEC. You may refer to the registration statement and the exhibits to
the registration statement for further information with respect to us and the debt
securities.
DEFINITIONS
In this prospectus and in any applicable prospectus
supplement:
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"Boe" means barrels of oil equivalent.
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This prospectus contains disclosure respecting oil and gas production
expressed as "cubic feet of natural gas equivalent" and "barrels of oil equivalent" or
"boe". All equivalency volumes have been derived using the ratio of six thousand cubic
feet of natural gas to one barrel of oil. Equivalency measures may be misleading,
particularly if used in isolation. A conversion ratio of six thousand cubic feet of
natural gas to one barrel of oil is based on an energy equivalence conversion method
primarily applicable at the burner tip and does not represent a value equivalency at
the wellhead.
WHERE YOU CAN FIND MORE
INFORMATION
We file with the Alberta Securities Commission (the "ASC"), a commission
of authority in the Province of Alberta similar to the SEC, material change, annual and
quarterly reports and other information. We are subject to the informational
requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance with the Exchange Act, we file reports and furnish other
information with the SEC. Under the multijurisdictional disclosure system adopted by
the United States, these reports and other information (including financial
information) may be prepared in accordance with the disclosure requirements of Canada,
which differ from those in the United States. You may read any document we furnish to
the SEC at the SEC's public reference room at Room 1580, 100 F Street, N.E.,
Washington, D.C. 20549. You may also obtain copies of the same documents from the
public reference room of the SEC by paying a fee. The SEC also maintains an internet
site that contains reports and other information about issuers like us, that file
electronically with the SEC. The site address is www.sec.gov.
Under the multijurisdictional disclosure system adopted by the United
States and the provinces of Canada, the SEC and the ASC allow us to "incorporate by
reference" certain information we file with them, which means that we can disclose
important information to you by referring you to those documents. Information that is
incorporated by reference is an important part of this prospectus. We incorporate by
reference the documents listed below, which were filed with the ASC under the
Securities Act
(Alberta):
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our Annual Information Form dated March 28, 2007 and
management's discussion and analysis of financial condition and results of
operations for the year ended December 31, 2006 incorporated by
reference in the Annual Information Form;
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our Information Circular dated March 14, 2007 relating
to the Annual Meeting of our Shareholders held on May 3, 2007,
excluding those portions thereof which appear
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under the headings "Performance Graph", "Report on Executive
Compensation by the Compensation Committee" and "Statement of Corporate Governance
Practices" (which portions shall be deemed not to be incorporated by reference in this
prospectus);
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our audited comparative consolidated financial statements as
at and for the year ended December 31, 2006, together with the
auditors' report thereon; and
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our unaudited comparative consolidated financial statements
for the six month period ended June 30, 2007 and accompanying
management's discussion and analysis.
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Any documents of the type referred to in the preceding paragraph, or
similar material, including an Annual Information Form filed by us, all material change
reports (excluding confidential reports, if any), all updated interest coverage ratio
information, as well as all prospectus supplements disclosing additional or updated
information, filed by us with securities commissions or similar authorities in the
relevant provinces of Canada subsequent to the date of this prospectus and prior to
25 months from the date hereof, shall be deemed to be incorporated by reference
into this prospectus. The documents are available through the internet on the System
for Electronic Document Analysis and Retrieval (SEDAR) which can be accessed at
www.sedar.com.
Any report that we file with or furnish to the SEC pursuant to
Section 13(a) or 15(d) of the
Exchange Act
after the date of this prospectus shall be deemed to be incorporated by
reference into this prospectus and the registration statement of which it forms a part,
if and to the extent expressly provided for in such report. Our U.S. filings are
electronically available from the SEC's Electronic Document Gathering and Retrieval
System, which is commonly known by the acronym EDGAR and may be accessed at
www.sec.gov.
A prospectus supplement containing the specific variable terms of an
offering of debt securities will be delivered to purchasers of such debt securities
together with this prospectus and will be deemed to be incorporated by reference into
this prospectus as of the date of such prospectus supplement and only for the purposes
of the offering of the debt securities covered by that prospectus
supplement.
Any statement contained in this prospectus or in a document
incorporated or deemed to be incorporated by reference in this prospectus shall be
deemed to be modified or superseded for purposes of this prospectus to the extent that
a statement contained in this prospectus or in any other subsequently filed document
which also is or is deemed to be incorporated by reference in this prospectus modifies
or supersedes that statement. Any statement or document so modified or superseded shall
not, except to the extent so
modified or superseded, be
incorporated by reference and constitute a part of this prospectus.
Upon a new Annual Information Form and related annual financial
statements being filed with, and where required, accepted by, the applicable securities
regulatory authorities during the currency of this prospectus, the previous Annual
Information Form, annual financial statements and the accompanying management's
discussion and analysis and any interim financial statements and the accompanying
management's discussion and analysis, material change reports and management proxy
circulars filed prior to the commencement of the then current fiscal year
will
be deemed no longer to be incorporated into this prospectus for purposes of future
offers and sales of debt securities under this prospectus. Upon interim consolidated
financial statements and the accompanying management's discussion and analysis being
filed by us with the applicable securities regulatory authorities during the currency
of this prospectus, all interim consolidated financial statements and the accompanying
management's discussion and analysis filed prior to the new interim consolidated
financial statements shall be deemed no longer to be incorporated into this prospectus
for purposes of future offers and sales of debt securities under this
prospectus.
In addition, you may obtain a copy of the Annual Information Form and
other information mentioned above by writing or calling us at the following address and
telephone number:
Canadian Natural Resources Limited
2500, 855 – 2 Street S.W.
Calgary, Alberta
Canada T2P 4J8
(403) 517-6700
Attention: Corporate Secretary
You should rely only on the information contained in or incorporated
by reference in this prospectus or any applicable prospectus supplement and on the
other information included in the registration statement of which this prospectus forms
a part. We have not authorized anyone to provide you with different or additional
information. We are not making an offer of these debt securities in any jurisdiction
where the offer is not permitted by law. You should not assume that the information
contained in or incorporated by reference in this prospectus or any applicable
prospectus supplement is accurate as of any date other than the date on the front of
the applicable prospectus supplement.
FORWARD LOOKING
STATEMENTS
This prospectus contains or incorporates by reference forward looking
statements within the meaning of the United States Private Securities Litigation Reform
Act of 1995. All statements other than statements of historical fact included or
incorporated by reference in this prospectus that address activities, events or
developments that we expect or anticipate may or will occur in the future are forward
looking statements, and indicate such things as:
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oil and natural gas reserve quantities and the discounted
present value of future net cash flows from these reserves;
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the amount and nature of our capital
expenditures;
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plans for drilling wells;
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prices for oil and natural gas produced;
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timing and amount of future production, forecasts of capital
expenditures and the sources of financing thereof;
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operating and other costs;
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business strategies and plans of management;
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anticipated benefits and enhanced shareholder value
resulting from prospect development and acquisitions.
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Such forward looking statements are subject to risks, uncertainties and
other factors, many of which are beyond our control, including:
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the impact of general economic and business conditions in
Canada, the United States and internationally which will, among other
things, impact demand for and market prices of our products;
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industry conditions, including fluctuations in the price of
crude oil and natural gas, royalties payable in respect of our crude oil
and natural gas production, and changes in governmental regulation of the
crude oil and natural gas industry, including environmental
regulation;
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the need to obtain required approvals from regulatory
authorities;
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the marketability of oil and natural gas, including the
proximity to and capacity of oil and natural gas pipelines and processing
equipment;
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the success of exploration and development
activities;
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the timing and success of integrating the business and
operations of acquired companies;
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uncertainty of estimates of oil and natural gas
reserves;
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impact of competition, availability and cost of seismic,
drilling and other equipment;
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operating hazards and other difficulties inherent in the
exploration for and production and sale of oil and natural gas;
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fluctuations in foreign exchange or interest rates and stock
market volatility;
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political instability and other risks of international
operations;
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uncertainties inherent in attracting capital;
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risks of war, hostilities, civil insurrection and terrorist
threats;
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our ability to replace or expand reserves;
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our ability to either generate sufficient cash flow to meet
current future obligations or to obtain external debt or equity
financing;
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our ability to enter into or renew leases;
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the timing and costs of pipeline and gas storage facility
construction and expansion;
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our ability to make capital investments and the amounts
thereof;
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imprecision in estimating future production capacity, and
the timing, costs and levels of production and drilling;
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risks associated with existing and potential future lawsuits
and regulatory actions against us;
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uncertainty in amounts and timing of royalty payments;
and
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imprecision in estimating product sales.
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Additional factors are described in our management's discussion and
analysis of financial condition and results of operations incorporated by reference in
our Annual Information Form dated March 28, 2007, which is filed with the
securities commissions or similar authorities in the provinces of Canada and
incorporated by reference in this prospectus. Events or circumstances could cause our
actual results to differ materially from those estimated or projected and expressed in,
or implied by, these forward looking statements. You should also carefully consider the
matters discussed under "Risk Factors" in this prospectus.
CANADIAN NATURAL RESOURCES LIMITED
We are a Canadian-based senior, independent energy company engaged in
the acquisition, exploration, development, production, marketing and sale of crude oil
and natural gas. Our core areas of operations are in the Western Canadian Sedimentary
Basin, the United Kingdom sector of the North Sea and Offshore West Africa. Our head
and principal office is located at 2500, 855 – 2 Street SW, Calgary, Alberta,
T2P 4J8.
Our common shares are listed for trading on the Toronto Stock Exchange
and on the New York Stock Exchange under the trading symbol "CNQ".
USE OF PROCEEDS
Unless otherwise indicated in an applicable prospectus supplement
relating to a series of debt securities, we will use the net proceeds we receive from
the sale of the debt securities for general corporate purposes relating to our primary
areas of operations in North America, the North Sea and Offshore West Africa, which may
include financing our capital expenditure program and working capital requirements in
those areas. We may also use the net proceeds for the repayment of indebtedness.
Pending such use of any proceeds, we may invest funds in short-term marketable
securities.
INTEREST COVERAGE
The following coverage ratios have been prepared in accordance with
Canadian securities law requirements and are included in this prospectus in accordance
with Canadian disclosure requirements.
The following coverage ratios are calculated on a consolidated basis for
the twelve month periods ended June 30, 2007 and December 31, 2006. The
following ratios do not give effect to the issue of any debt securities pursuant to
this prospectus.
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Interest coverage on long-term debt
(1)
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7.5
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10.5
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Note:
(1)
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Interest coverage on long-term debt is equal to net earnings
plus income taxes and interest expense, divided by the sum of interest
expense and capitalized interest.
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DESCRIPTION OF DEBT SECURITIES
In this section, "we", "us", "our" or "Canadian Natural" refers only to
Canadian Natural Resources Limited without its subsidiaries or interest in partnerships
and other entities. The following describes certain general terms and provisions of the
debt securities. The particular terms and provisions of the series of debt securities
offered by any prospectus supplement, and the extent to which the general terms and
provisions described below may apply to them, will be described in the applicable
prospectus supplement. Accordingly, for a description of the terms of a particular
series of debt securities, reference must be made to both the applicable prospectus
supplement relating to them and the description of the debt securities set forth in
this prospectus.
The debt securities will be issued under a trust indenture (the
"Indenture") dated July 24, 2001 between us and The Bank of Nova Scotia Trust
Company of New York, as trustee (the "Trustee"). The Indenture is subject to and
governed by the United States Trust Indenture Act of 1939, as amended. A copy of the
form of the Indenture has been filed with the SEC as an exhibit to the registration
statement of which this prospectus is a part. The following summaries of the Indenture
and the debt securities are brief summaries of certain provisions of the Indenture and
do not purport to be complete; these statements are subject to the detailed referenced
provisions of the Indenture, including the definition of capitalized terms used under
this caption. Wherever particular sections or defined terms of the Indenture are
referred to, these sections or defined terms are incorporated in this prospectus by
reference as part of the statement made, and the statement is qualified in its entirety
by the reference to the Indenture. References in parentheses are to section numbers in
the Indenture.
General
The Indenture does not limit the aggregate principal amount of debt
securities (which may include debentures, notes and other unsecured evidences of
indebtedness) that may be issued under the Indenture, and provides that debt securities
may be issued from time to time in one or more series and may be denominated and
payable in foreign currencies. The debt securities offered pursuant to this prospectus
will be issued in an amount up to US$3,000,000,000 or the equivalent. The Indenture
also permits us to increase the principal amount of any series of debt securities
previously issued and to issue that increased principal amount.
The applicable prospectus supplement will contain a description of the
following terms relating to the debt securities being offered:
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(a)
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the title of the debt securities of such series;
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(b)
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any limit on the aggregate principal amount of the debt
securities of such series;
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(c)
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the date or dates, if any, on which the principal (and
premium, if any) of the debt securities of such series will mature and the
portion (if less than all of the principal amount) of the debt securities
of such series to be payable upon declaration of acceleration of maturity
and/or the method by which such date or dates shall be
determined;
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(d)
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the rate or rates (which may be fixed or variable) at which
the debt securities of such series will bear interest, if any, the date or
dates from which that interest will accrue and on which that interest will
be payable and the Regular Record Dates for any interest payable on the
debt securities of such series which are Registered Securities and/or the
method by which such date or dates shall be determined;
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(e)
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if applicable, any mandatory or optional redemption or
sinking fund provisions, including the period or periods within which, the
price or prices at which and the terms and conditions upon which the debt
securities of such series may be redeemed or purchased at the option of
Canadian Natural or otherwise;
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(f)
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if applicable, whether the debt securities of such series
will be issuable in registered form or bearer form or both, and, if
issuable in bearer form, the restrictions as to the offer, sale and
delivery of the debt securities of such series in bearer form and as to
exchanges between registered and bearer form;
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(g)
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whether the debt securities of such series will be issuable
in the form of one or more Registered Global Securities and, if so, the
identity of the Depository for those Registered Global
Securities;
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(h)
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the denominations in which any of the debt securities of
such series which are in registered form will be issuable, if other than
denominations of US$1,000 and any multiple thereof, and the denominations
in which any of the debt securities of such series which are in bearer form
will be issuable, if other than the denomination of US$1,000;
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(i)
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each office or agency where the principal of and any premium
and interest on the debt securities of such series will be payable, and
each office or agency where the debt securities of such series may be
presented for registration of transfer or exchange;
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(j)
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if other than United States dollars, the foreign currency or
the units based on or relating to foreign currencies in which the debt
securities of such series are denominated and/or in which the payment of
the principal of and any premium and interest on the debt securities of
such series will or may be payable;
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(k)
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any index pursuant to which the amount of payments of
principal of and any premium and interest on the debt securities of such
series will or may be determined;
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(l)
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any applicable Canadian and U.S. federal income tax
consequences;
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(m)
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whether and under what circumstances we will pay Additional
Amounts on the debt securities of such series in respect of certain taxes
(and the terms of any such payment) and, if so, whether we will have the
option to redeem the debt securities of such series rather than pay the
Additional Amounts (and the terms of any such option);
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(n)
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any deletions from, modifications of or additions to the
Events of Default or covenants of Canadian Natural with respect to such
debt securities, whether or not such Events of Default or covenants are
consistent with the Events of Default or covenants set forth herein;
and
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(o)
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any other terms of the debt securities of such
series.
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Unless otherwise indicated in the applicable prospectus supplement, the
Indenture does not afford the Holders the right to tender debt securities to us for
repurchase, or provide for any increase in the rate or rates of interest per annum at
which the debt securities will bear interest, in the event we become involved in a
highly leveraged transaction or in the event that we undergo a change in
control.
Debt securities may be issued under the Indenture bearing no interest or
interest at a rate below the prevailing market rate at the time of issuance and may be
offered and sold at a discount below their stated principal amount. The Canadian and
U.S. federal income tax consequences and other special considerations applicable to
those discounted debt securities or other debt securities offered and sold at par which
are treated as having been issued at a discount for Canadian and/or U.S. federal income
tax purposes will be described in the prospectus supplement relating to the debt
securities.
Ranking and Other Indebtedness
The debt securities will be unsecured obligations of ours and, unless
otherwise provided in the prospectus supplement relating to such debt securities, will
rank
pari passu
with all our other
unsecured and unsubordinated debt from time to time outstanding and
pari passu
with other debt securities
issued under the Indenture. The debt securities will be structurally subordinated to
all existing and future liabilities of any of our corporate or partnership
subsidiaries, including trade payables and other indebtedness.
Registered Global Securities
Unless otherwise indicated in a prospectus supplement, a series of debt
securities will be issued in the form of one or more Registered Global Securities which
will be registered in the name of and be deposited with a Depository, or its nominee,
each of which will be identified in the prospectus supplement relating to that series.
Unless and until exchanged, in whole or in
part, for debt securities in definitive registered form, a Registered
Global Security may not be transferred except as a whole by the Depository for a
Registered Global Security to a nominee of that Depository, by a nominee of that
Depository to that Depository or another nominee of that Depository or by that
Depository or any nominee of that Depository to a successor of that Depository or a
nominee of a successor of that Depository.
The specific terms of the depository arrangement with respect to any
portion of a particular series of debt securities to be represented by a Registered
Global Security will be described in the prospectus supplement relating to that series.
Canadian Natural anticipates that the following provisions will apply to all depository
arrangements.
Upon the issuance of a Registered Global Security, the Depository or its
nominee will credit, on its book entry and registration system, the respective
principal amounts of the debt securities represented by that Registered Global Security
to the accounts of those persons having accounts with that Depository or its nominee
("participants") as shall be designated by the underwriters, investment dealers or
agents participating in the distribution of those debt securities or by us if those
debt securities are offered and sold directly by us. Ownership of beneficial interests
in a Registered Global Security will be limited to participants or persons that may
hold beneficial interests through participants. Ownership of beneficial interests in a
Registered Global Security will be shown on, and the transfer of the ownership of those
beneficial interests will be effected only through, records maintained by the
Depository therefor or its nominee (with respect to beneficial interests of
participants) or by participants or persons that hold through participants (with
respect to interests of persons other than participants).
The laws of some states in the United States require certain purchasers
of securities to take physical delivery of the debt securities in definitive form.
These depository arrangements and these laws may impair the ability to transfer
beneficial interests in a Registered Global Security.
So long as the Depository for a Registered Global Security or its
nominee is the registered owner of the debt securities, that Depository or its nominee,
as the case may be, will be considered the sole owner or Holder of the debt securities
represented by that Registered Global Security for all purposes under the Indenture.
Except as provided below, owners of beneficial interests in a Registered Global
Security will not be entitled to have debt securities of the series represented by that
Registered Global Security registered in their names, will not receive or be entitled
to receive physical delivery of debt securities of that series in definitive form and
will not be considered the owners or Holders of those debt securities under the
Indenture.
Principal, premium, if any, and interest payments on a Registered Global
Security registered in the name of a Depository or its nominee will be made to that
Depository or nominee, as the case may be, as the registered owner of that Registered
Global Security. Neither we, the Trustee nor any paying agent for debt securities of
the series represented by that Registered Global Security will have any responsibility
or liability for any aspect of the records relating to or payments made on account of
beneficial interests in that Registered Global Security or for maintaining, supervising
or reviewing any records relating to those beneficial interests.
We expect that the Depository for a Registered Global Security or its
nominee, upon receipt of any payment of principal, premium or interest, will
immediately credit participants' accounts with payments in amounts proportionate to
their respective beneficial interests in the principal amount of that Registered Global
Security as shown on the records of that Depository or its nominee. We also expect that
payments by participants to owners of beneficial interests in that Registered Global
Security held through those participants will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of customers
registered in "street name", and will be the responsibility of those
participants.
If the Depository for a Registered Global Security representing debt
securities of a particular series is at any time unwilling or unable to continue as
Depository, or if the Depository is no longer eligible to continue as Depository, and a
successor Depository is not appointed by us within 90 days, or if an Event of
Default described in clauses (a) or (b) of the first sentence under "Events of
Default" below with respect to a particular series of debt securities has occurred and
is continuing, we will issue Registered Securities of that series in definitive form in
exchange for that Registered Global Security. In addition, we may at any time and in
its sole discretion determine not to have the debt securities of a particular series
represented by one or more Registered Global Securities and, in that event, will issue
Registered Securities of that series in definitive form in exchange for all of the
Registered Global Securities representing debt securities of that series.
Debt Securities in Definitive Form
If indicated in an applicable prospectus supplement, the debt securities
may be issued in definitive form without coupons. Debt securities in definitive form
may be presented for exchange and for registration of transfer in the manner, at the
places and, subject to the restrictions set forth in the Indenture and in the
applicable prospectus supplement, without service charge, but upon payment of any taxes
or other governmental charges due in connection therewith. We have appointed the
Trustee as Security Registrar. Debt securities in bearer form and the coupons
appertaining thereto, if any, will be transferable by delivery.
Unless otherwise indicated in the applicable prospectus supplement,
payment of the principal of and any premium and interest on debt securities in
definitive form will be made at the office or agency of the Trustee at One Liberty
Plaza, New York, New York 10006, except that, at our option, payment of any interest
may be made (a) by check mailed to the address of the Person entitled thereto as
that Person's address will appear in the Security Register or (b) by wire transfer
to an account maintained by the Person entitled thereto as specified in the Security
Register.
Negative Pledge
The Indenture includes our covenant that, so long as any of the debt
securities remain outstanding, we will not, and will not permit any Subsidiary to,
create, assume or otherwise have outstanding any Security Interest, except for
Permitted Encumbrances, on or over its or their respective assets (present or future)
securing any Indebtedness of any Person without also at the same time or prior to that
time securing equally and ratably with other Indebtedness all of the debt securities
then Outstanding under the Indenture.
Certain Definitions
Set forth below is a summary of certain of the defined terms used in the
Indenture. Reference is made to the Indenture for the full definitions of all such
terms.
The term "
Capital Lease
Obligation
" means the obligation of a Person, as lessee, to
pay rent or other amounts to the lessor under a lease of real or personal property
which is required to be classified and accounted for as a capital lease on a
consolidated balance sheet of such Person in accordance with GAAP.
The term "
Consolidated Net Tangible
Assets
" means the total amount of assets on a consolidated
basis (less applicable reserves and other properly deductible items) after deducting
therefrom:
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(a)
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all current liabilities (excluding any current liabilities
which are by their terms extendible or renewable at the option of the
obligor thereon to a time more than 12 months after the time as of
which the amount thereof is being computed);
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(b)
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all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other like intangibles (and for greater
certainty does not include deferred foreign exchange gains or losses on
long-term monetary items); and
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(c)
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appropriate adjustments on account of minority interests of
other Persons holding stock of our Subsidiaries,
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all
as set forth on our most recent quarterly balance sheet and our consolidated
Subsidiaries and computed in accordance with GAAP.
The term "
Current
Assets
" means current assets as determined in accordance with
GAAP.
The term "
Financial Instrument
Obligations
" means obligations arising under:
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(a)
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interest rate swap agreements, forward rate agreements,
floor, cap or collar agreements, futures or options, insurance or other
similar agreements or arrangements, or any combination thereof, entered
into by a Person of which the subject matter is interest rates or pursuant
to which the price, value or amount payable thereunder is dependent or
based upon interest rates in effect from time to time or fluctuations in
interest rates occurring from time to time;
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(b)
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currency swap agreements, cross-currency agreements, forward
agreements, floor, cap or collar agreements, futures or options, insurance
or other similar agreements or arrangements, or any combination thereof,
entered into by a Person of which the subject matter is currency exchange
rates or pursuant to which the price, value or amount payable thereunder is
dependent or based upon currency exchange
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rates in effect from time to time or fluctuations in currency exchange
rates occurring from time to time; and
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(c)
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commodity swap or hedging agreements, floor, cap or collar
agreements, commodity futures or options or other similar agreements or
arrangements, or any combination thereof, entered into by a Person of which
the subject matter is one or more commodities or pursuant to which the
price, value or amount payable thereunder is dependent or based upon the
price of one or more commodities in effect from time to time or
fluctuations in the price of one or more commodities occurring from time to
time.
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The term "
GAAP
" means
generally accepted accounting principles which are in effect from time to time in
Canada.
The term
"
Indebtedness
" means at any time,
and whether or not contingent, all items of indebtedness in respect of any amounts
borrowed which, in accordance with GAAP, would be recorded as indebtedness in the
consolidated financial statements of Canadian Natural as at the date as of which
Indebtedness is to be determined, and in any event including, without duplication
(i) any obligation for borrowed money, (ii) any obligation evidenced by
bonds, debentures, notes, guarantees or other similar instruments, including, without
limitation, any such obligations incurred in connection with the acquisition of
property, assets or businesses, (iii) any Purchase Money Obligation, (iv) any
reimbursement obligation with respect to letters of credit, bankers' acceptances or
similar facilities, (v) any obligation issued or assumed as the deferred purchase
price of property or services, (vi) any Capital Lease Obligation, (vii) any
obligation to pay rent or other payment amounts with respect to any Sale and Leaseback
Transaction, (viii) any payment obligation under Financial Instrument Obligations
at the time of determination, (ix) any indebtedness in respect of any amounts
borrowed or any Purchase Money Obligation secured by any Security Interest existing on
property owned subject to such Security Interest, whether or not the indebtedness or
Purchase Money Obligation secured thereby shall have been assumed and
(x) guarantees, indemnities, endorsements (other than endorsements for collection
in the ordinary course of business) or other contingent liabilities in respect of
obligations of another Person for indebtedness of that other Person in respect of any
amounts borrowed by that other Person.
The term "
Permitted
Encumbrances
" means any of the following:
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(a)
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any Security Interest existing as of the date of the first
issuance by us of the debt securities issued pursuant to the
Indenture;
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(b)
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any Security Interest on pipelines, pumping stations or
other pipeline facilities, drilling equipment, production equipment and
platforms; tank cars, tankers, barges, ships, trucks, automobiles,
airplanes or other marine, automotive, aeronautical or other similar
moveable facilities or equipment, computer systems and associated programs;
office equipment; weather stations; townsites; housing facilities,
recreation halls, stores and other related facilities; gasification or
natural gas liquefying facilities and burning towers, flares or stacks;
retail service
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stations, bulk plants, storage facilities, terminals or warehouses; or
similar facilities and equipment of or associated with any of the foregoing; provided,
in each case, that such Security Interest is incurred to finance the acquisition of
such property or assets within 90 days after such acquisition and such Security
Interest shall be limited to the specified property or assets being
financed;
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(c)
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(i) any Security Interest on any specific properties or
any interest therein, construction thereon or improvement thereto, and on
any receivables, inventory, equipment, chattel paper, contract rights,
intangibles and other assets, rights or collateral specifically connected
with such properties, incurred (A) to secure all or any part of the
financing for acquisition, surveying, exploration, drilling, extraction,
development, operation, production, construction, alteration, repair or
improvement of, in, under or on such properties and the plugging and
abandonment of wells located thereon (it being understood that, in the case
of oil and natural gas producing properties (including oil sands
properties), or any interest therein, financing incurred for "development"
shall include financing incurred for all facilities relating to such
properties or to projects, ventures or other arrangements of which such
properties form a part or which relate to such properties or interests), or
(B) for acquiring ownership of any Person which owns any such property
or interest therein, provided that such Security Interest is limited to
such property or such interest therein owned by any such Person; and
(ii) any Security Interest on an oil and/or natural gas producing
property (including oil sands properties) to secure Indebtedness incurred
in connection with or necessarily incidental to commitments for the
purchase or sale of, or the transportation or distribution of, the products
derived from such property;
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(d)
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any Security Interest in favor of Canadian Natural or any of
its wholly-owned Subsidiaries;
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(e)
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any Security Interest existing on the property of any Person
at the time such Person becomes a Subsidiary, or arising thereafter
pursuant to contractual commitments entered into prior to and not in
contemplation of such Person becoming a Subsidiary;
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(f)
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any Security Interest on property of a Person which Security
Interest exists at the time such Person is merged into, or amalgamated or
consolidated with, Canadian Natural or a Subsidiary, or such property is
otherwise acquired by Canadian Natural or a Subsidiary, provided such
Security Interest does not extend to property owned by Canadian Natural or
such Subsidiary immediately prior to such merger, amalgamation,
consolidation or acquisition;
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(g)
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any Security Interest on Current Assets securing any
Indebtedness to any bank or banks or other lending institution or
institutions incurred in the ordinary course of business and for the
purpose of carrying on the same, repayable on demand or maturing within
12 months of the date when such Indebtedness is incurred or the date
of any renewal or extension thereof, provided that such security is given
at the time that the Indebtedness is incurred;
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(h)
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any Security Interest in respect of (i) liens for taxes
and assessments not at the time overdue or any liens securing workmen's
compensation assessments, unemployment insurance or other social security
obligations; provided, however, that if any such liens, duties or
assessments are then overdue, Canadian Natural or the Subsidiary, as the
case may be, shall be prosecuting an appeal or proceedings for review with
respect to which it shall have secured a stay in the enforcement of any
such obligations, (ii) any liens for specified taxes and assessments
which are overdue but the validity of which is being contested at the time
by Canadian Natural or the Subsidiary, as the case may be, in good faith,
and with respect to which Canadian Natural or the Subsidiary shall have
secured a stay of enforcement thereof, if applicable, (iii) any liens
or rights of distress reserved in or exercisable under any lease for rent
and for compliance with the terms of such lease, (iv) any obligations
or duties, affecting the property of Canadian Natural or that of a
Subsidiary to any municipality or governmental, statutory or public
authority, with respect to any franchise, grant, license, lease or permit
and any defects in title to structures or other facilities arising solely
from the fact that such structures or facilities are constructed or
installed on lands held by Canadian Natural or the Subsidiary under
government permits, licenses, leases or other grants, which obligations,
duties and defects in the aggregate do not materially impair the use of
such property, structures or facilities for the purpose for which they are
held by Canadian Natural or the Subsidiary, (v) any deposits or liens
in connection with contracts, bids, tenders or expropriation proceedings,
surety or appeal bonds, costs of litigation when required by law, public
and statutory obligations, liens or claims incidental to current
construction, builders', mechanics', laborers', materialmen's,
warehousemen's, carrier's and other similar liens, (vi) the right
reserved to or vested in any municipality or governmental or other public
authority by any statutory provision or by the terms of any lease, license,
franchise, grant or permit, that affects any land, to terminate any such
lease, license, franchise, grant or permit or to require annual or other
periodic payments as a condition to the continuance thereof, (vii) any
Security Interest the validity of which is being contested at the time by
Canadian Natural or a Subsidiary in good faith or payment of which has been
provided for by deposit with the Trustee of an amount in cash sufficient to
pay the same in full, (viii) any easements, rights-of-way and
servitudes (including, without in any way limiting the generality of the
foregoing, easements, rights-of-way and servitudes for railways, sewers,
dykes, drains, pipelines, natural gas and water mains or electric light and
power or telephone conduits, poles, wires and cables) that, in the opinion
of Canadian Natural, will not in the aggregate materially and adversely
impair the use or value of the land concerned for the purpose for which it
is held by Canadian Natural or the Subsidiary, as the case may be,
(ix) any security to a public utility or any municipality or
governmental or other public authority when required by such utility or
other authority in connection with the operations of Canadian Natural or
the Subsidiary, as the case may be, and (x) any liens and privileges
arising out of judgments or awards with respect to which Canadian Natural
or the Subsidiary shall be prosecuting an appeal or proceedings for
review
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and with respect to which it shall have secured a stay of execution
pending such appeal or proceedings for review;
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(i)
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any Security Interest arising under partnership agreements,
oil and natural gas leases, overriding royalty agreements, net profits
agreements, production payment agreements, royalty trust agreements, master
limited partnership agreements, farm-out agreements, division orders,
contracts for the sale, purchase, exchange, transportation, gathering or
processing of oil, natural gas or other hydrocarbons or by-product thereof,
unitizations and pooling designations, declarations, orders and agreements,
development agreements, operating agreements, production sales contracts
(including security in respect of take or pay or similar obligations
thereunder), area of mutual interest agreements, natural gas balancing or
deferred production agreements, injection, repressuring and recycling
agreements, salt water or other disposal agreements, seismic or geophysical
permits or agreements, which in each of the foregoing cases is customary in
the oil and natural gas business, and other agreements which are customary
in the oil and natural gas business, provided in all instances that such
Security Interest is limited to the assets that are the subject of the
relevant agreement;
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(j)
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any Security Interest on cash or marketable securities of
Canadian Natural or any Subsidiary granted in the ordinary course of
business in connection with Financial Instrument Obligations;
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(k)
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any Security Interest in respect of the sale (including any
forward sale) or other transfer, in the ordinary course of business, of
(i) oil, natural gas, other hydrocarbons or by-product thereof, or
other minerals, whether in place or when produced, for a period of time
until, or in an amount such that, the purchaser will realize therefrom a
specified amount of money (however determined) or a specified amount of
such minerals and (ii) any other interests in property of a character
commonly referred to as a "production payment";
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(l)
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any extension, renewal, alteration or replacement (or
successive extensions, renewals, alterations or replacements) in whole or
in part, of any Security Interest referred to in the foregoing
clauses (a) through (k) inclusive, provided the principal amount
thereof is not increased and provided that such extension, renewal,
alteration or replacement shall be limited to all or a part of the property
or other assets which secured the Security Interest so extended, renewed,
altered or replaced (plus improvements on such property or other assets);
and
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(m)
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any Security Interests that would otherwise be prohibited
(including any extensions, renewals, alterations or replacements thereof)
provided that the aggregate Indebtedness outstanding and secured under this
clause (m) does not (calculated at the time of the granting of the
Security Interest) exceed an amount equal to 10 percent of
Consolidated Net Tangible Assets.
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The term "
Person
"
means any individual, corporation, limited liability company, partnership, association,
joint-stock company, trust, unincorporated organization or government or any agency or
political subdivision thereof.
The term "
Purchase Money
Obligation
" means any monetary obligation created or assumed
as part of the purchase price of real or tangible personal property, whether or not
secured, any extensions, renewals or refundings of any such obligation, provided that
the principal amount of such obligation on the date of such extension, renewal or
refunding is not increased and further provided that any security given in respect of
such obligation shall not extend to any property other than the property acquired in
connection with which such obligation was created or assumed and fixed improvements, if
any, thereto or erected or constructed thereon.
The term "
Sale and Leaseback
Transaction
" means any direct or indirect arrangement
(excluding, however, any such arrangement between Canadian Natural and a Subsidiary or
between one or more Subsidiaries) pursuant to which property is sold or transferred and
is thereafter leased back from the purchaser or transferee thereof.
The term "
Security
Interest
" means any security by way of an assignment,
mortgage, charge, pledge, lien, encumbrance, title retention agreement or other
security interest whatsoever, howsoever created or arising, whether absolute or
contingent, fixed or floating, perfected or not; however, for purposes of the "Negative
Pledge" covenant only, such term shall not include any encumbrance that may be deemed
to arise solely as a result of entering into an agreement, not in violation of the
terms of the Indenture, to sell or otherwise transfer assets or property.
The term "
Shareholders'
Equity
" means, with respect to any Person, at any date, the
aggregate of the Dollar amount of outstanding share capital, the amount, without
duplication, of any surplus, whether contributed or capital, and retained earnings,
subject to any currency translation adjustment, all as set forth in such Person's most
recent annual consolidated balance sheet.
The term "
Significant
Subsidiary
" means a Subsidiary that constitutes a
"significant subsidiary" as defined in Rule 1-02 of Regulation S-X of the Exchange
Act.
The term "
Subsidiary
"
means any corporation or other Person of which there are owned, directly or indirectly,
by or for Canadian Natural or by or for any corporation or other Person in like
relation to Canadian Natural, Voting Shares or other interests which, in the aggregate,
entitle the holders thereof to cast more than 50 percent of the votes which may be
cast by the holders of all outstanding Voting Shares of such first mentioned
corporation or other Person for the election of its directors or, in the case of any
Person which is not a corporation, Persons having similar powers or (if there are no
such persons) entitle the holders thereof to more than 50 percent of the income or
capital interests (however called) thereon and includes any corporation in like
relation to a Subsidiary; provided, however, that such term will not include, for
purposes of the "Negative Pledge" covenant only, any Subsidiary if the assets of the
Subsidiary do not at the time exceed 2 percent of Consolidated Net Tangible
Assets.
The term "
Voting
Shares
" means shares of capital stock of any class of a
corporation and other interests of any other Persons having under all circumstances the
right to vote for the election of the directors of such corporation or in the case of
any Person which is not a corporation, Persons having similar powers or (if there are
no such Persons) income or capital interests (however called), provided that, for the
purpose of this definition, shares or other
interests which only carry the right to vote conditionally on the
happening of an event shall not be considered Voting Shares whether or not such event
shall have happened.
Events of Default
The occurrence of any of the following events with respect to the debt
securities of any series will constitute an "Event of Default" with respect to the debt
securities of that series:
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(a)
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default by Canadian Natural in payment of all or any part of
the principal of any of the debt securities of that series when the same
becomes due under any provision of the Indenture or of those debt
securities;
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(b)
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default by Canadian Natural in payment of any interest due
on any of the debt securities of that series, or Additional Amounts on any
of the debt securities of that series when they become due and payable, and
continuance of that default for a period of 30 days;
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(c)
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default by Canadian Natural in observing or performing any
of the covenants described below under "Consolidation, Merger, Amalgamation
and Sale of Assets";
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(d)
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default by Canadian Natural in observing or performing any
other of its covenants or conditions contained in the Indenture or in the
debt securities of that series and continuance of that default for a period
of 60 days after written notice as provided in the
Indenture;
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(e)
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default by Canadian Natural or any Subsidiary in payment of
the principal of, premium, if any, or interest on any Indebtedness for
borrowed money having an outstanding principal amount in excess of the
greater of $75 million and 2 percent of the Shareholders' Equity
of Canadian Natural in the aggregate at the time of default or default in
the performance of any other covenant of Canadian Natural or any Subsidiary
contained in any instrument under which that indebtedness is created or
issued and the holders thereof, or a trustee, if any, for those holders,
declare that indebtedness to be due and payable prior to the stated
maturities of that indebtedness ("accelerated indebtedness"), and such
acceleration shall not be rescinded or annulled, or such default under such
instrument shall not be remedied or cured, whether by payment or otherwise,
or waived by the holders of such indebtedness, provided that if such
accelerated indebtedness is the result of an event of default which is not
related to the failure to pay principal or interest on the terms, at the
times and on the conditions set forth in such instrument, it will not be
considered an Event of Default under this clause (e) until
15 days after such acceleration;
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(f)
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certain events of bankruptcy, insolvency, winding up,
liquidation or dissolution relating to Canadian Natural or any Significant
Subsidiary;
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(g)
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the taking or entry of certain judgments or decrees against
Canadian Natural or any Subsidiary for the payment of money in excess of
the greater of $75 million and 2 percent of the Shareholders'
Equity of Canadian Natural in the aggregate, if Canadian Natural or such
Subsidiary, as the case may be, fails to file an appeal or, if Canadian
Natural or such Subsidiary, as the case may be, does file an appeal, that
judgment or decree is not and does not remain vacated, discharged or stayed
as provided in the Indenture; or
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(h)
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any other Event of Default provided with respect to debt
securities of that series.
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If an Event of Default described in clause (a) or (b) above occurs
and is continuing with respect to debt securities of any series, unless the principal
of all of the debt securities of that series shall have already become due and payable,
the Trustee may, in its discretion, and shall upon request in writing made by the
Holders of not less than 25 percent in aggregate principal amount of the debt
securities of that series then Outstanding, declare the principal of (and premium, if
any, on) all the debt securities of that series then Outstanding and the interest
accrued thereon and all other money, if any, owing under the provisions of the
Indenture in respect of those debt securities to be due and payable immediately on
demand. If an Event of Default described in clause (d) or (h) above occurs and is
continuing with respect to the debt securities of one or more series, unless the
principal of all of the debt securities of the affected series shall have already
become due and payable, the Trustee may, in its discretion, and shall upon request in
writing made by the Holders of not less than 25 percent in aggregate principal
amount of the debt securities of all such affected series then Outstanding (voting as
one class), declare the principal of (and premium, if any, on) all the debt securities
of all the affected series then Outstanding and the interest accrued thereon and all
other money, if any, owing under the provisions of the Indenture in respect of those
debt securities to be due and payable immediately on demand. If an Event of Default
described in clause (c), (e), (f) or (g) above occurs and is continuing, unless
the principal of all debt securities then Outstanding shall have already become due and
payable, the Trustee may, in its discretion, and shall upon request in writing made by
the Holders of not less than 25 percent in aggregate principal amount of all the
debt securities then Outstanding (voting as one class), declare the principal of (and
premium, if any, on) all the debt securities then Outstanding and the interest accrued
thereon and all other money, if any, owing under the provisions of the Indenture in
respect of those debt securities to be due and payable immediately on
demand.
Upon certain conditions, any declaration of this kind may be cancelled
if all Events of Default with respect to the debt securities of all those affected
series then Outstanding shall have been cured or waived as provided in the Indenture by
the Holders of not less than a majority in aggregate principal amount of the debt
securities of the affected series then Outstanding (voting as one class, except in the
case of Events of Default described in clauses (a) and (b) of the first sentence
of the preceding paragraph, as to which each series so affected will vote as a separate
class). See "Modification and Waiver" below. Reference is made to the applicable
prospectus supplement or supplements relating to any series of Original Issue Discount
Securities for the particular provisions relating to the acceleration of a portion of
the principal amount thereof upon the occurrence and continuance of an Event of Default
with respect thereto.
The Indenture provides that the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request or direction of
the Holders, unless those Holders shall have provided to the Trustee reasonable
indemnity. Subject to those provisions for indemnity and certain other limitations
contained in the Indenture, the Holders of a majority in aggregate principal amount of
the debt securities of all affected series then Outstanding (voting as one class) will
have the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the debt securities of those affected series.
The Indenture provides that no Holder of the debt securities of any
series will have any right to institute any proceeding with respect to the Indenture or
for any remedy thereunder, unless (a) that Holder shall have previously given to
the Trustee written notice of a continuing Event of Default with respect to the debt
securities of that series, (b) the Holders of not less than 25 percent in
aggregate principal amount of the debt securities of all affected series then
Outstanding (voting as one class) shall have made written request, and provided
reasonable indemnity, to the Trustee to institute that proceeding, (c) the Trustee
shall have failed to institute that proceeding within 60 days after that notification,
request and offer of indemnity and (d) the Trustee shall not have received from
the Holders of a majority in aggregate principal amount of the debt securities of all
affected series then Outstanding (voting as one class) a direction inconsistent with
that request during such 60 day period. However, the Holder of any Security will
have an absolute right to receive payment of the principal of and any premium and
interest on that Security on or after the due dates expressed in that Security and to
institute suit for the enforcement of any of these payments. The Indenture requires
Canadian Natural to furnish to the Trustee annually an Officers' Certificate as to the
compliance by Canadian Natural with certain covenants, conditions or other requirements
contained in the Indenture and as to any non-compliance therewith.
The Indenture provides that the Trustee may withhold notice to the
Holders of the debt securities of one or more series of any default affecting those
series (except defaults as to payment of principal or interest) if it, in good faith,
considers that withholding to be in the best interests of the Holders of the debt
securities of those series.
Consolidation, Merger, Amalgamation and Sale of Assets
Canadian Natural shall not enter into any transaction (whether by way of
reorganization, reconstruction, consolidation, amalgamation, merger, lease, transfer,
sale or otherwise) whereby all or substantially all of its assets would become the
property of any other Person (the "Successor Corporation") unless (a) the
Successor Corporation shall, prior to or contemporaneously with the consummation of
that transaction, execute those instruments, which may include a supplemental
indenture, and do those things as shall be necessary or advisable to establish that
upon the consummation of that transaction (i) the Successor Corporation will have
assumed all of the covenants and obligations of Canadian Natural under the Indenture in
respect of the debt securities of every series, and (ii) the debt securities of
every series will be valid and binding obligations of the Successor Corporation
entitling the Holders thereof, as against the Successor Corporation, to all the rights
of Holders of debt securities under the Indenture; (b) the Successor Corporation
is a corporation, partnership, or trust organized and validly existing under
the
laws of Canada or any province thereof or of the United States, any state thereof or
the District of Columbia, (c) Canadian Natural has delivered to the Trustee,
within 60 days thereof, an Officer's Certificate and an Opinion of Counsel each
stating that such transaction and such supplemental indenture comply with this covenant
and all conditions precedent to Section 7.1 relating to such transaction have been
complied with, and (d) immediately before and after giving effect to such
transaction, no Event of Default, and no event which, after notice or lapse of time or
both, would become an Event of Default, shall have occurred and be
continuing.
Additional Amounts
Unless otherwise specified in the applicable prospectus supplement, all
payments made by Canadian Natural under or with respect to the debt securities will be
made free and clear of and without withholding or deduction for or on account of any
present or future tax, duty, levy, impost, assessment or other governmental charge
(including penalties, interest and other liabilities related thereto) imposed or levied
by or on behalf of the Government of Canada or of any province or territory thereof or
by any authority or agency therein or thereof having power to tax (hereinafter
"Canadian Taxes"), unless Canadian Natural is required to withhold or deduct Canadian
Taxes by law or by the interpretation or administration thereof. If Canadian Natural is
so required to withhold or deduct any amount for or on account of Canadian Taxes from
any payment made under or with respect to the debt securities, Canadian Natural will
pay to each Holder as additional interest such additional amounts ("Additional
Amounts") as may be necessary so that the net amount received by each Holder after such
withholding or deduction (and after deducting any Canadian Taxes on such Additional
Amounts) will not be less than the amount the Holder would have received if such
Canadian Taxes had not been withheld or deducted. However, no Additional Amounts will
be payable with respect to a payment made to a Holder (such Holder, an "Excluded
Holder") in respect of the beneficial owner thereof:
|
(a)
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with which Canadian Natural does not deal at arm's length
(within the meaning of the
Income Tax
Act
(Canada)) at the time of making such
payment;
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(b)
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which is subject to such Canadian Taxes by reason of the
Holder being a resident, domicile or national of, or engaged in business or
maintaining a permanent establishment or other physical presence in or
otherwise having some connection with Canada or any province or territory
thereof otherwise than by the mere holding of debt securities or the
receipt of payments thereunder; or
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(c)
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which is subject to such Canadian Taxes by reason of the
Holder's failure to comply with any certification, identification,
information, documentation or other reporting requirements if compliance is
required by law, regulation, administrative practice or an applicable
treaty as a precondition to exemption from, or a reduction in the rate of
deduction or withholding of, such Canadian Taxes.
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Canadian Natural will also:
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(a)
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make such withholding or deduction; and
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(b)
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remit the full amount deducted or withheld to the relevant
authority in accordance with applicable law.
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Canadian Natural will furnish to the Holders of the debt securities,
within 60 days after the date the payment of any Canadian Taxes is due pursuant to
applicable law, certified copies of tax receipts or other documents evidencing such
payment by Canadian Natural.
Canadian Natural will indemnify and hold harmless each Holder (other
than an Excluded Holder) and upon written request reimburse each such Holder for the
amount of:
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(a)
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any Canadian Taxes so levied or imposed and paid by such
Holder as a result of payments made under or with respect to the debt
securities;
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(b)
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any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto; and
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(c)
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any Canadian Taxes imposed with respect to any reimbursement
under clause (i) or (ii) above, but excluding any such Canadian Taxes
on such Holder's net income.
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Wherever in the Indenture there is mentioned, in any context, the
payment of principal (and premium, if any), interest or any other amount payable under
or with respect to a Security, such mention shall be deemed to include mention of the
payment of Additional Amounts to the extent that, in such context, Additional Amounts
are, were or would be payable in respect thereof.
Tax
Redemption
The debt securities will be subject to redemption in whole, but not in
part, at the option of Canadian Natural, at any time, on not less than 30 nor more than
60 days prior written notice, at 100 percent of the principal amount,
together with accrued interest thereon to the redemption date, in the event that we
have become or would become obligated to pay, on the next date on which any amount
would be payable with respect to the debt securities, any Additional Amounts as a
result of an amendment to or change in the laws (including any regulations promulgated
thereunder) of Canada (or any political subdivision or taxing authority thereof or
therein), or any amendment to or change in any official position regarding the
application or interpretation of such laws or regulations, which change is announced or
becomes effective on or after the date of this prospectus.
Modification and Waiver
The Indenture permits Canadian Natural and the Trustee to enter into
supplemental indentures without the consent of the Holders of the debt securities to,
among other things: (a) secure the debt securities of one or more series,
(b) evidence the assumption by the Successor Corporation of Canadian Natural's
covenants and obligations under the Indenture and the debt
securities then Outstanding, (c) add covenants or Events of Default
for the benefit of the Holders of one or more series of the debt securities,
(d) cure any ambiguity or correct or supplement any defective provision in the
Indenture which correction will not be prejudicial to the interests of the Holders of
the debt securities, (e) establish the form and terms of the debt securities of
any series, (f) evidence the acceptance of appointment by a successor Trustee,
(g) to comply with any requirements of the SEC in order to effect and maintain the
qualification of the Indenture under the Trust Indenture Act of 1939, as amended,
(h) to supplement any of the provisions of the Indenture to the extent necessary
to permit or facilitate defeasance and discharge of any series of debt securities,
provided, however, such action shall not adversely affect the interests of the Holders
of any debt securities in any material respect, and (i) make any other
modifications which will not be prejudicial to the interests of the Holders of the debt
securities.
The Indenture also permits Canadian Natural and the Trustee, with the
consent of the Holders of a majority in aggregate principal amount of the debt
securities of each series then Outstanding and affected (voting as one class), to add
any provisions to, or change in any manner or eliminate any of the provisions of, the
Indenture or modify in any manner the rights of the Holders of the debt securities of
each such affected series; provided, however, that Canadian Natural and the Trustee may
not, among other things, without the consent of the Holder of each Security then
Outstanding and affected thereby: (a) change the Stated Maturity of the principal
amount of, or any installment of the principal of or the interest on, that Security,
(b) reduce the principal amount of or the rate of interest on or any premium
payable upon the redemption of that Security, (c) reduce the amount of principal
of an Original Issue Discount Security payable upon acceleration of the Maturity
thereof, (d) change the place or currency of payment of the principal of or any
premium or interest on that Security, (e) impair the right to institute suit for
the enforcement of payment of this kind with respect to that Security on or after the
Stated Maturity thereof, (f) reduce the percentage in principal amount of the
Outstanding Securities of the affected series, the consent of whose Holders is required
for modification or amendment of the Indenture, or for any waiver with respect to
defaults, breaches, Events of Default or declarations of acceleration, (g) change
the time at which any Security may or shall be redeemable or repayable, (h) change
any obligation of Canadian Natural to pay additional amounts provided for pursuant to
the Indenture, with certain exceptions, or (i) modify any provisions of the
Indenture relating to modifying or amending the Indenture or the waiving of past
defaults or covenants except as otherwise specified in the Indenture.
Prior to the acceleration of the Maturity of any debt securities, the
Holders of a majority in aggregate principal amount of the debt securities of all
series at the time Outstanding with respect to which a default or breach or an Event of
Default shall have occurred and be continuing (voting as one class) may on behalf of
the Holders of all such affected debt securities waive any past default or breach or
Event of Default and its consequences, except a default in the payment of the principal
of or premium or interest on any Security of any series or an Event of Default in
respect of a covenant or provision of the Indenture or of any Security which cannot be
modified or amended without the consent of the Holder of each Security
affected.
Defeasance and Covenant Defeasance
Unless otherwise specified in the applicable prospectus supplement, the
Indenture provides that, at the option of Canadian Natural, Canadian Natural will be
discharged from any and all obligations with respect to the debt securities of any
series (except for certain obligations to register the transfer or exchange of the debt
securities of that series, to replace mutilated, destroyed, lost or stolen debt
securities of that series, to maintain paying agencies, to compensate and indemnify the
Trustee and to maintain the trust and payments under the trust described below and the
defeasance provisions of the Indenture) (hereinafter called a "defeasance") upon the
irrevocable deposit with the Trustee, in trust, of money, and/or Government Obligations
which, through the payment of the principal thereof and the interest thereon in
accordance with their terms, will provide money, in an amount sufficient, in the
opinion of a nationally recognized firm of independent chartered accountants, to pay
all the principal of and any premium and interest on the debt securities of that series
on the Stated Maturity of those payments in accordance with the terms of the debt
securities of that series. Such a defeasance may be effected only if, among other
things, (i) Canadian Natural has delivered to the Trustee an Opinion of Counsel in
the United States (who may be counsel for Canadian Natural) stating that Canadian
Natural has received from, or there has been published by, the Internal Revenue Service
a ruling, since the date of the Indenture, or there has been a change in the applicable
laws or regulations, in either case to the effect that the Holders of the debt
securities of that series will not recognize income, gain or loss for United States
federal income tax purposes as a result of that defeasance and will be subject to
United States federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if that defeasance had not occurred, and
(ii) Canadian Natural has delivered to the Trustee an Opinion of Counsel in Canada
(who may be counsel for Canadian Natural) or a ruling from the Canada Revenue Agency to
the effect that the Holders of the debt securities of that series will not recognize
income, gain or loss for Canadian federal or provincial income or other Canadian tax
purposes as a result of that defeasance and will be subject to Canadian federal or
provincial income and other Canadian tax (including withholding tax) on the same
amounts, in the same manner and at the same times as would have been the case if that
defeasance had not occurred (and for the purposes of such opinion, such Canadian
counsel shall assume that Holders of the debt securities include holders who are not
resident in Canada). In addition, Canadian Natural may also obtain a discharge of the
Indenture with respect to the debt securities of all series issued under the Indenture
by depositing with the Trustee, in trust, an amount of money and government securities
as shall be sufficient to pay, at Stated Maturity or upon redemption, all of those debt
securities, provided that those debt securities are by their terms to become due and
payable within one year or are to be called for redemption within one year.
The Indenture also provides that Canadian Natural may omit to comply
with the restrictive covenants described under the caption "Negative Pledge" and
certain other covenants and no Event of Default shall arise with respect to the debt
securities of that series by reason of this failure to comply (hereinafter called a
"covenant defeasance"), upon the irrevocable deposit with the Trustee, in trust, of
money and/or Government Obligations which, through the payment of the principal thereof
and the interest thereon in accordance with their terms, will provide money, in an
amount sufficient, in the opinion of a nationally recognized firm of independent
chartered accountants, to pay all the principal of and any premium and interest on the
debt
securities of that series on the Stated Maturity of those payments in
accordance with the terms of the debt securities of that series. Canadian Natural's
other obligations with respect to the debt securities of that series would remain in
full force and effect. A covenant defeasance may be effected only if, among other
things, (i) Canadian Natural has delivered to the Trustee an Opinion of Counsel in
the United States (who may be counsel for Canadian Natural) to the effect that the
Holders of debt securities of that series will not recognize income, gain or loss for
United States federal income tax purposes as a result of the covenant defeasance and
will be subject to United States federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if that covenant defeasance
had not occurred, and (ii) Canadian Natural has delivered to the Trustee an
Opinion of Counsel in Canada (who may be counsel for Canadian Natural) or a ruling from
the Canada Revenue Agency to the effect that the Holders of the debt securities of that
series will not recognize income, gain or loss for Canadian federal or provincial
income or other Canadian tax purposes as a result of that covenant defeasance and will
be subject to Canadian federal or provincial income and other Canadian tax (including
withholding tax) on the same amounts, in the same manner and at the same times as would
have been the case if that covenant defeasance had not occurred (and for the purposes
of such opinion, such Canadian counsel shall assume that Holders of the debt securities
include holders who are not resident in Canada).
In the event that Canadian Natural exercises its option to effect a
covenant defeasance with respect to the debt securities of any series and the debt
securities of that series are thereafter declared due and payable because of the
occurrence of another Event of Default, the amount of money and securities on deposit
with the Trustee would be sufficient, in the opinion of a nationally recognized firm of
independent chartered accountants, to pay the amounts due on the debt securities of
that series at their respective Stated Maturities, but may not be sufficient, in the
opinion of a nationally recognized firm of independent chartered accountants, to pay
the amounts due on the debt securities of that series at the time of the acceleration
resulting from that Event of Default. However, Canadian Natural would remain liable for
this deficiency.
Provision of Financial Information
We will file with the Trustee, within 15 days after we file them
with the SEC, copies of our annual report and other information (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations prescribe)
which we are required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act. Notwithstanding that we may not be required to remain subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise
report on an annual and quarterly basis on forms provided for such annual and quarterly
reporting pursuant to rules and regulations promulgated by the SEC, we will continue to
provide the Trustee, and file with the SEC, in accordance with rules and regulations
prescribed from time to time by the SEC, the information, documents and reports which
may be required pursuant to Section 13 of the Exchange Act, in respect of a
security listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations, which, regardless of applicable
requirements shall, at a minimum, consist of such information required to be provided
in quarterly and annual reports under the laws of Canada or any province thereof to
security holders of a corporation with securities listed on the Toronto Stock Exchange,
whether or not we have any or our securities listed on such exchange. Such
information will be prepared in accordance with Canadian disclosure
requirements and Canadian GAAP.
Resignation of Trustee
The Trustee may resign or be removed with respect to one or more series
of debt securities and a successor Trustee may be appointed to act with respect to such
series. In the event that two or more persons are acting as Trustee with respect to
different series of debt securities, each such Trustee shall be a Trustee of a trust
under the Indenture separate and apart from the trust administered by any other such
Trustee, and any action described herein to be taken by the "Trustee" may then be taken
by each such Trustee with respect to, and only with respect to, the one or more series
of debt securities for which it is Trustee.
Payment and Paying Agents
Unless otherwise provided in the applicable prospectus supplement,
principal, premium, if any, and interest, if any, on debt securities will be payable at
an office or agency of the Trustee in New York, New York, except that at our option
interest, if any, may be paid (i) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (ii) by
wire transfer to an account located in the United States maintained by the Person
entitled thereto as specified in the Security Register. Unless otherwise provided in
the applicable prospectus supplement, payment of any instalment of interest on debt
securities will be made to the Person in whose name such debt security is registered at
the close of business on the Regular Record Date for such interest.
Any Paying Agents outside the United States and any other Paying Agents
in the United States initially designated by us for the debt securities will be named
in the applicable prospectus supplement. We may at any time designate additional Paying
Agents or rescind the designation of any Paying Agent or approve a change in the office
through which any Paying Agent acts, except that we will be required to maintain a
Paying Agent in each Place of Payment for such series.
Consent to Service and Jurisdiction
We have designated CT Corporation System, 111-8
th
Avenue,
13
th
Floor, New York, New York 10011 as our authorized agent for
service of process in the United States in any action, suit or proceeding arising out
of or relating to the Indenture or the debt securities. Any such action may be brought
in any Federal court (or, if such court refuses to take jurisdiction, in any New York
state court) located in the Borough of Manhattan in The City of New York, or brought
under United States federal or state securities laws or brought by the Trustee, and
Canadian Natural has irrevocably submitted to the jurisdiction of such
courts.
Governing Law
The Indenture and the debt securities will be governed by and construed
in accordance with the laws of the State of New York.
Enforceability of Judgments
Since a significant portion of all of our assets, as well as the assets
of a number of our directors and officers, are outside the United States, any judgment
obtained in the United States against us or certain of our directors or officers,
including judgments with respect to the payment of principal on any debt securities,
may not be collectible within the United States.
We have been informed by Parlee McLaws
LLP
that the laws of the Province of Alberta and the federal laws of Canada
applicable therein permit an action to be brought in a court of competent jurisdiction
in the Province of Alberta on any final and conclusive judgment in
personam
of any federal or state court
located in the State of New York (a "New York Court") against us, which judgment is
subsisting and unsatisfied for a sum certain with respect to enforceability of the
Indenture and the debt securities that is not impeachable as void or voidable or
otherwise effective under the internal laws of the State of New York if (i) the
New York Court rendering such judgment had jurisdiction over the judgment debtor, as
recognized by the courts of the Province of Alberta (and submission by us in the
Indenture to the jurisdiction of the New York Court will be sufficient for that purpose
with respect to the debt securities), (ii) the judgment debtor was properly served
in connection with any action leading to such judgment, (iii) such judgment was
not obtained by fraud or in a manner contrary to natural justice and the enforcement
thereof would not be inconsistent with public policy, as such terms are understood
under the laws of the Province of Alberta and enforcement thereof will not be contrary
to any order made by the Attorney General of Canada under the
Foreign Extraterritorial Measures Act
(Canada) or by the Competition Tribunal under the
Competition Act
(Canada), (iv) the
enforcement of such judgment would not be contrary to the laws of general application
limiting the enforcement of creditors' rights including any other rule of law, whether
equitable, legal or statutory, bankruptcy, reorganization, winding up, moratorium and
similar laws and does not constitute, directly or indirectly, the enforcement of
foreign revenue, expropriatory, penal or public laws in the Province of Alberta,
(v) no new admissible evidence relevant to the action is discovered prior to the
rendering of judgment by the court in the Province of Alberta, (vi) interest
payable on the debt securities is not characterized by a court in the Province of
Alberta as interest payable at a criminal rate within the meaning of section 347
of the
Criminal Code
(Canada) and
(vii) the action to enforce such judgment is commenced within the appropriate
limitation periods, except that any court in the Province of Alberta may only give
judgment in Canadian dollars. We have been advised by such counsel that there is doubt
as to the enforceability in Canada in original actions, or in motions to enforce
judgments of United States courts, of civil liabilities predicated solely upon United
States federal securities laws.
CERTAIN INCOME TAX CONSIDERATIONS
The applicable prospectus supplement will describe the material Canadian
federal income tax consequences to an investor who is a citizen or resident of the
United States purchasing the debt securities, including whether payments of principal,
premium, if any, and interest will be subject to Canadian non-resident withholding
tax.
The applicable prospectus supplement will also describe certain United
States federal income tax consequences of the purchase, ownership and disposition of
the debt securities by an
investor who is a United States person (as defined in the applicable
prospectus supplement), including, to the extent applicable, certain relevant United
States federal income tax rules pertaining to capital gains and ordinary income
treatment, original issue discount, backup withholding and the foreign tax credit, and
any consequences relating to debt securities payable in a currency other than U.S.
dollars, issued at an original discount for United States federal income tax purposes
or containing early redemption provisions or other special terms.
RISK FACTORS
Prospective purchasers of the debt securities should consider
carefully the risk factors set forth below as well as the other information contained
in and incorporated by reference in this prospectus and in the prospectus supplement
before purchasing the debt securities in this offering.
In
addition to the risk factors set forth below, additional risk factors are discussed in
our Annual Information Form and our management’s discussion and analysis, which
risk factors are incorporated herein by reference.
A substantial or extended decline in oil and gas prices could have a
material adverse effect on us.
Our financial condition will be substantially dependent on, and highly
sensitive to, the prevailing prices of crude oil and natural gas. Fluctuations in crude
oil or natural gas prices could have a material adverse effect on our operations and
financial condition and the value and amount of our reserves. Prices for crude oil and
natural gas fluctuate in response to changes in the supply of and demand for, crude oil
and natural gas, market uncertainty and a variety of additional factors beyond our
control. Oil prices are determined by international supply and demand. Factors which
affect crude oil prices include the actions of the Organization of Petroleum Exporting
Countries, the condition of the Canadian, United States and Asian economies, government
regulation, political stability in the Middle East and elsewhere, the foreign supply of
oil, the price of foreign imports, the availability of alternate fuel sources and
weather conditions. Natural gas prices realized by us will be affected primarily in
North America by supply and demand, weather conditions and prices of alternate sources
of energy. Any substantial or extended decline in the prices of crude oil or natural
gas could result in a delay or cancellation of existing or future drilling, development
or construction programs or curtailment in production at some properties or resulting
unutilized long-term transportation commitments, all of which could have a material
adverse effect on our revenues, profitability and cash flows.
We conduct an annual assessment of the carrying value of our assets in
accordance with Canadian generally accepted accounting principles. If oil and natural
gas prices decline, the carrying value of our assets could be subject to downward
revisions, and our earnings could be adversely affected.
A substantial portion of our production on a Boe basis is primary and
thermal heavy oil. The market prices for this heavy oil differ from the established
market indices for light and medium grades of oil, due principally to the higher
transportation and refining costs associated with heavy oil. As a result, the price
received for heavy oil is generally lower than the price for
medium and light oil, and the production costs associated with heavy oil
are relatively higher than for lighter grades. Future differentials are uncertain and
any increase in the heavy oil differentials could have a material adverse effect on our
business.
Our business is subject to environmental legislation in all
jurisdictions in which we operate and any changes in such legislation could negatively
affect our results of operations.
All phases of the oil and natural gas business are subject to
environmental regulation pursuant to a variety of Canadian, United States, United
Kingdom, European Union and other federal, provincial, state and municipal laws and
regulations, as well as international conventions (collectively, "environmental
legislation").
Environmental legislation imposes, among other things, restrictions,
liabilities and obligations in connection with the generation, handling, storage,
transportation, treatment and disposal of hazardous substances and waste and in
connection with spills, releases and emissions of various substances to the
environment. Environmental legislation also requires that wells, facility sites and
other properties associated with our operations be operated, maintained, abandoned and
reclaimed to the satisfaction of applicable regulatory authorities. In addition,
certain types of operations, including exploration and development projects and
significant changes to certain existing projects, may require the submission and
approval of environmental impact assessments or permit applications. Compliance with
environmental legislation can require significant expenditures and failure to comply
with environmental legislation may result in the imposition of fines and penalties. The
costs of complying with environmental legislation in the future may have a material
adverse effect on our financial condition or results of operations.
The Canadian Federal Government (the "Federal Government") has announced
its intention to regulate greenhouse gases ("GHG") and other air pollutants. In late
April 2007, the Federal Government announced its regulatory framework (the "Framework")
that outlines its clean air and climate change action plan, including a target to
reduce GHG emissions and a commitment to regulate industry on an emissions intensity
basis in the short-term. The regulations to achieve these objectives will be enacted
under the
Canadian Environmental Protection Act,
1999
and will be introduced starting in spring 2008. For GHG,
the Framework sets a 2010 implementation date for emissions intensity reduction
targets.
The government of Alberta (the "Alberta Government") has also passed
legislation that regulates GHG emissions from certain facilities located in the
province. The Alberta Government's legislation is called the
Climate Change and Emissions Management Act
("CCEMA"). In March 2007, the Alberta Government proposed amendments to
the CCEMA that, starting on July 1, 2007, requires facilities that emit more than
100,000 tonnes of GHG per year to reduce their emissions intensity by 12% from a
baseline established using an average emissions intensity calculated from reported
emissions averaged over a three year period depending on the type of facility. The
companies that operate these facilities will be given options under the regulations to
the CCEMA to allow them to comply with this requirement. These compliance options
include making operating improvements, buying offsets to apply against their emission
total or making a contribution at $15/tonne to a new Alberta Government fund that will
invest in technology to reduce greenhouse gas emissions in the province.
As these programs are under development, we are unable to predict the
total impact or cost of the potential regulations on our business. Therefore, it is
possible that we could face increases in operating costs in order to comply with GHG
emissions legislation. In cooperation with the Canadian Association of Petroleum
Producers, we will continue to work with the Federal Government and the Alberta
Government to develop an approach to deal with climate change issues that manages the
cost and administrative burden of compliance and supports continued investment in the
sector.
We anticipate that changes in environmental legislation may require
reductions in GHG emissions to the air from our operations. Any required reductions in
the GHG emitted from our operations could result in increased capital expenditures and
increased operating expenses, especially those related to the Horizon Project and our
other existing and planned oil sands projects. This may have an adverse effect on our
net earnings and cash flow from operations. Future changes in environmental legislation
could occur and result in stricter standards and enforcement, larger fines and
liability, and increased capital expenditures and operating costs, which could have a
material adverse effect on our financial condition or results of operations.
If we fail to acquire or find additional reserves, our reserves and
production will decline materially from current levels.
Our future oil and natural gas reserves and production, and therefore
our cash flows and results of operations, are highly dependent upon our success in
exploiting our current reserve base and acquiring or discovering additional reserves.
Without additions to our reserves through exploration, acquisition or development
activities, our reserves and production will decline over time as reserves are
depleted. The business of exploring for, developing or acquiring reserves is capital
intensive. To the extent our cash flows from operations are insufficient to fund our
capital expenditures and external sources of capital become limited or unavailable, our
ability to make the necessary capital investments to maintain and expand our oil and
natural gas reserves will be impaired. In addition, we may be unable to find and
develop or acquire additional reserves to replace our oil and natural gas production at
acceptable costs.
We
operate in a highly competitive industry.
The energy industry is highly competitive in all aspects, including the
exploration for, and the development of, new sources of supply, the construction and
operation of crude oil and natural gas pipelines and facilities, the acquisition of oil
and natural gas interests and the transportation and marketing of crude oil, natural
gas, natural gas liquids and electricity. We will compete not only among participants
in the energy industry, but also between petroleum products and other energy sources.
Our competitors will include integrated oil and natural gas companies and numerous
other senior oil and natural gas companies, some of which may have greater financial
and other resources than us.
We
are subject to a number of business risks that could affect our results of
operations.
Other business risks include operational risks, the cost of capital
available to fund exploration and development programs, fluctuations in foreign
exchange rates, the availability of skilled labour and manpower, cost overruns in
capital projects, escalating operating costs,
regulatory issues and taxation and the requirements of new environmental
laws and regulations.
On September 18, 2007, the Alberta Royalty Review Panel
released its report providing non-binding recommendations on modifications to the
Alberta provincial royalty and tax regime. If the recommendations were implemented in
their current form, it would negatively impact our cash flow. The Government of Alberta
has announced that it intends to provide a formal response to the report by mid
October. It is not possible to predict at this time which of the recommendations, if
any, will be adopted by the Government of Alberta and implemented and therefore what
the impact will be on Canadian Natural.
Exploring for, producing and transporting petroleum
substances involves many risks, which even a combination of experience, knowledge and
careful evaluation may not be able to overcome. These activities are subject to a
number of hazards which may result in fires, explosions, spills, blow-outs or other
unexpected or dangerous conditions causing personal injury, property damage,
environmental damage and interruption of operations. Our liability, property and
business interruption insurance may not provide adequate coverage in certain unforeseen
circumstances.
Our ownership interests in foreign oil and natural gas properties
involve a number of risks and could adversely affect our results of
operations.
Our foreign investments involve risks typically associated with
investments in developing countries such as uncertain political, economic, legal and
tax environments. These risks may include, among other things, currency restrictions
and exchange rate fluctuations, loss of revenue, property and equipment as a result of
hazards such as expropriation, nationalization, war, insurrection and other political
risks, risks of increases in taxes and governmental royalties, renegotiation of
contracts with governmental entities and quasi-governmental agencies, changes in laws
and policies governing operations of foreign-based companies and other uncertainties
arising out of foreign government sovereignty over our international operations. In
addition, if a dispute arises in our foreign operations, we may be subject to the
exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign
persons to the jurisdiction of a court in the United States or Canada.
Our private ownership of oil and natural gas properties in Canada
differs distinctly from our ownership interests in foreign oil and natural gas
properties. In some foreign countries in which we do and may do business in the future,
the state generally retains ownership of the minerals and consequently retains control
of, and in many cases participates in, the exploration and production of reserves.
Accordingly, operations outside of Canada may be materially affected by host
governments through royalty payments, export taxes and regulations, surcharges, value
added taxes, production bonuses and other charges. In addition, changes in prices and
costs of operations, timing of production and other factors may affect estimates of oil
and natural gas reserve quantities and future net cash flows attributable to foreign
properties in a manner materially different than such changes would affect estimates
for Canadian properties. Agreements covering foreign oil and natural gas operations
also frequently contain provisions obligating us to spend specified amounts on
exploration and development or to perform certain operations, or forfeit all or a
portion of the acreage subject to the contract.
Our
oil and natural gas reserve data and future net revenue estimates are
uncertain.
There are numerous uncertainties inherent in estimating quantities of
reserves, including many factors beyond our control. The reserve information set forth
and incorporated by reference in this prospectus is our estimate.
In general, estimates of economically recoverable oil and natural gas
reserves and the future net cash flow therefrom are based upon a number of factors and
assumptions made as of the date on which the reserve estimates were determined, such as
geological and engineering estimates which have inherent uncertainties, the assumed
effects of regulation by governmental agencies and estimates of future commodity prices
and
operating costs, all of which may vary considerably from actual results.
All such estimates are, to some degree, uncertain and classifications of reserves are
only attempts to define the degree of uncertainty involved. For these reasons,
estimates of the economically recoverable oil, natural gas liquids and natural gas
reserves attributable to any particular group of properties, the classification of such
reserves based on risk of recovery and estimates of future net revenues expected
therefrom, prepared by different engineers or by the same engineers at different times,
may vary substantially. Our actual production, revenues, taxes and development,
abandonment and operating expenditures with respect to our reserves will likely vary
from such estimates, and such variances could be material.
Estimates with respect to reserves that may be developed and produced in
the future are often based upon volumetric calculations and upon analogy to similar
types of reserves, rather than upon actual production history. Estimates based on these
methods generally are less reliable than those based on actual production history.
Subsequent evaluation of the same reserves based upon production history will result in
variations, which may be material, in the estimated reserves.
The debt securities will be structurally subordinated to any
indebtedness of our subsidiaries.
We carry on our business through corporate and partnership subsidiaries.
The majority of our assets are held in one or more corporate or partnership
subsidiaries. Our results of operations and ability to service indebtedness, including
the debt securities, are dependent upon the results of operations of these subsidiaries
and the payment of funds by these subsidiaries to us in the form of loans, dividends or
otherwise. In the event of the liquidation of any corporate or partnership subsidiary,
the assets of the subsidiary would be used first to repay the indebtedness of the
subsidiary, including trade payables or obligations under any guarantees, prior to
being used by us to pay our indebtedness, including any debt securities. Such
indebtedness and any other future indebtedness of our subsidiaries would be
structurally senior to the debt securities. The Indenture pursuant to which the debt
securities will be issued does not limit our ability or the ability of our subsidiaries
to incur additional unsecured indebtedness. See "Description of Debt
Securities—Ranking and Other Indebtedness".
PLAN OF DISTRIBUTION
We may sell the debt securities to or through underwriters or dealers or
to one or more other purchasers directly or through agents.
The applicable prospectus supplement will describe the terms of the
offering, including the name or names of any underwriters or agents, the purchase price
or prices of the debt securities to be offered, the proceeds to us from the sale of the
debt securities to be offered, any initial public offering price, any underwriting
discount or commission and any discounts, concessions or commissions allowed or
reallowed or paid by any underwriter to other dealers. Any initial public offering
price and any discounts, concessions or commissions allowed or reallowed or paid to
dealers may be changed from time to time.
The debt securities may be sold from time to time in one or more
transactions at a fixed price or fixed prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to these prevailing market
prices or at negotiated prices.
If indicated in the applicable prospectus supplement, we may authorize
dealers or other persons acting as our agents to solicit offers by certain institutions
to purchase the debt securities directly from us pursuant to contracts providing for
payment and delivery on a future date. These contracts will be subject only to the
conditions described in the applicable prospectus supplement or supplements, which will
also describe the commission payable for solicitation of these contracts.
We may enter into agreements to indemnify underwriters, dealers and
agents who participate in the distribution of the debt securities against certain
liabilities, including liabilities under the U.S. Securities Act of 1933, as amended,
or to contribution with respect to payments which the underwriters, dealers or agents
may be required to make in respect of these liabilities. The underwriters, dealers and
agents with whom we enter into agreements may be customers of, engage in transactions
with or perform services for us in the ordinary course of business.
The debt securities will not be qualified for sale under the securities
laws of any province or territory of Canada and may not be offered, sold or delivered,
directly or indirectly, in Canada or to any resident of Canada in contravention of the
securities laws of any province or territory of Canada. Each underwriter and each
dealer participating in the distribution of debt securities will agree that it will
not, directly or indirectly, offer, sell or deliver any such debt securities purchased
by it in connection with that distribution in Canada or to any resident of Canada in
contravention of the securities laws of any province or territory of Canada.
Each series of the debt securities will be a new issue of securities
with no established trading market. Unless otherwise specified in an applicable
prospectus supplement relating to a series of debt securities, the debt securities will
not be listed on any securities exchange or on any automated dealer quotation system.
Some broker-dealers may make a market in the debt securities, but they will not be
obligated to do so and may discontinue any market-making activities at any time without
notice. We cannot assure you that there will be liquidity in the trading market for the
debt securities of any series or that an active public market for the debt securities
of any series will develop. If an active public trading market for the debt securities
of any series does not develop, the market price and liquidity of the series of debt
securities may be adversely affected.
LEGAL MATTERS
Unless otherwise specified in the applicable prospectus supplement
relating to a series of debt securities, the validity of the debt securities will be
passed upon for us by Parlee McLaws
LLP
, Calgary,
Alberta, and by Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York.
As to all matters of Canadian federal and Alberta law, Paul, Weiss, Rifkind, Wharton
& Garrison LLP may rely upon the opinion of Parlee McLaws
LLP
. As to all matters of U.S. federal and New York law,
Parlee McLaws
LLP
may rely upon the opinion of
Paul, Weiss, Rifkind, Wharton & Garrison LLP.
We are advised that, as of the date hereof, the partners and associates
of Parlee McLaws
LLP
beneficially own, directly or
indirectly, less than one percent of our outstanding securities and none of our
securities or our property are to be received by such persons.
EXPERTS
Our consolidated balance sheets as at December 31, 2006 and 2005
and the consolidated statements of earnings, retained earnings and cash flows for each
of the years in the three year period ended December 31, 2006 have been
incorporated by reference in this prospectus in reliance on the report dated
March 15, 2007 of PricewaterhouseCoopers LLP, independent auditors, given on the
authority of said firm as experts in auditing and accounting.
Sproule Associates Limited, RyderScott Company and GLJ Petroleum
Consultants Ltd., independent reserves evaluators, have evaluated our reserves in
reports dated March 1, 2007, March 1, 2007 and February 5, 2007
respectively, as more particularly described in our Annual Information Form,
incorporated by reference herein. The statements as to our reserves, which appear in or
are incorporated by reference herein, have been so included or incorporated by
reference upon the authority, as experts, of Sproule Associates Limited, Ryder Scott
Company and GLJ Petroleum Consultants Ltd.
Based on information provided by the relevant persons or companies,
there are beneficial interests, direct or indirect, in less than 1% of our securities
or property or securities or property of our associates or affiliates held by Sproule
Associates Limited, RyderScott Company or GLJ Petroleum Consultants Ltd. or by
"designated professionals", being any partners, employees or consultants of such
independent reserves evaluators who participated in and who were in a position to
directly influence the preparation of the relevant report, or any such person who, at
the time of the preparation of the report was in a position to directly influence the
outcome of the preparation of the report.
DOCUMENTS FILED AS PART OF THE REGISTRATION
STATEMENT
The following documents have been filed with the SEC as part of the
registration statement of which this prospectus is a part insofar as required by the
SEC's Form F-9:
|
•
|
the documents listed in the second paragraph under "Where
You Can Find More Information" in this prospectus to the extent not
previously filed with the SEC;
|
|
•
|
the consents of our accountants PricewaterhouseCoopers
LLP;
|
|
•
|
the consent of our counsel Parlee McLaws
LLP
;
|
|
•
|
the consent of our independent petroleum consultants Sproule
Associates Limited;
|
|
•
|
the consent of our independent petroleum consultants Ryder
Scott Company;
|
|
•
|
the consent of our independent petroleum consultants Gilbert
Laustsen Jung Associates Ltd.;
|
|
•
|
powers of attorney from directors and officers of Canadian
Natural;
|
|
•
|
the indenture relating to the debt securities;
and
|
|
•
|
statement of eligibility of the Trustee on
Form T-1.
|
CONSENT OF PRICEWATERHOUSECOOPERS
LLP
We have read the base shelf prospectus of Canadian Natural Resources
Limited (the "Company") dated September 25, 2007 relating to the issue and sale of
up to US$3,000,000,000 of Debt Securities of the Company. We have complied with
Canadian generally accepted standards for an auditor's involvement with offering
documents.
We consent to the incorporation by reference in the above-mentioned
prospectus of our report to the shareholders of Canadian Natural Resources Limited on
the consolidated balance sheets of Canadian Natural Resources Limited as at
December 31, 2006 and 2005 and the consolidated statements of earnings, retained
earnings and cash flows for each of the years in the three-year period ended
December 31, 2006. Our report is dated March 15, 2007.
(Signed)
“PricewaterhouseCoopers
LLP”
Chartered Accountants
September 25
, 2007
(This
page has been left blank intentionally)
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS
Indemnification
Under the Business Corporations Act (Alberta) (the “ABCA”),
the Registrant may indemnify a present or former director or officer or a person who
acts or acted at the Registrant’s request as a director or officer of a body
corporate of which the Registrant is or was a shareholder or creditor, and his heirs
and legal representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in respect
of any civil, criminal or administrative action or proceeding to which he is made a
party by reason of being or having been a director or officer of the Registrant or that
body corporate, if the director or officer acted honestly and in good faith with a view
to the best interests of the Registrant, and, in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, had
reasonable grounds for believing that his conduct was lawful. Such indemnification may
be in connection with a derivative action only with court approval. A director or
officer is entitled to indemnification from the Registrant as a matter of right if he
or she was substantially successful on the merits, fulfilled the conditions set forth
above, and is fairly and reasonably entitled to indemnity.
The by-laws of the Registrant provide that, subject to the limitations
contained in the ABCA, the Registrant shall indemnify a director or officer, a former
director or officer, or a person who acts or acted at the Registrant’s request as
a director or officer of a body corporate of which the Registrant is or was a
shareholder or creditor, and his heirs, executors, administrators and other legal
representatives, to the fullest extent which may from time to time be permitted by the
ABCA, from and against, (a) all costs, charges and expenses that he incurs in respect
of any civil, criminal or administrative action or proceeding that is proposed or
commenced against him by reason of being or having been a director or officer of the
Registrant, and (b) all other costs, charges and expenses that he sustains or incurs in
respect of the affairs of the Registrant, except in respect of an action by or on
behalf of the Registrant, or such body corporate, to procure a judgment in its
favor.
The by-laws of the Registrant provide that the Registrant may, subject
to the limitations contained in the ABCA, purchase and maintain insurance for the
benefit of any director or officer as such against any liability incurred by him in his
capacity as a director or officer of the Registrant or as a director or officer of any
body corporate where he acts or acted in that capacity at the Registrant’s
request. The Registrant has purchased third party director and officer liability
insurance.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.
II-1
EXHIBITS
Exhibit
Number
|
Description
|
4.1*
|
The Annual Information Form of the Registrant, dated March
28, 2007, for the fiscal year ended December 31, 2006 (incorporated by
reference to the Registrant’s Annual Report on Form 40-F for the
fiscal year ended December 31, 2006, as filed with the Securities and
Exchange Commission on March 30, 2007).
|
4.2*
|
The Information Circular of the Registrant, dated March 14,
2007, issued in connection with the Annual Meeting of Shareholders of the
Registrant held on May 3, 2007, excluding those portions which appear under
the headings “Performance Graph,” “Report on Executive
Compensation by the Compensation Committee” and “Statement of
Corporate Governance Practices” (which portions shall be deemed not
to be incorporated by reference in this Registration Statement on
Form F-9) (incorporated by reference to the Registrant’s Report
on Form 6-K, as filed with the Securities and Exchange Commission on
March 29, 2007).
|
4.3*
|
“Management’s Discussion and Analysis” of
the Registrant for the fiscal year ended December 31, 2006
(incorporated by reference to the Registrant’s Annual Report on
Form 40-F for the fiscal year ended December 31, 2006, as filed
with the Securities and Exchange Commission on March 30, 2007).
|
4.4*
|
The annual audited comparative consolidated financial
statements of the Registrant, together with the notes thereto and
Auditors’ Report thereon, as at and for the fiscal year ended
December 31, 2006 (incorporated by reference to the Registrant’s
Annual Report on Form 40-F for the fiscal year ended December 31,
2006, as filed with the Securities and Exchange Commission on March 30,
2007).
|
4.5*
|
The unaudited interim comparative consolidated financial
statements of the Registrant, together with the notes thereto, for the
period ended June 30, 2007 (incorporated by reference to the
Registrant’s Report on Form 6-K, filed with the Securities and
Exchange Commission on August 20, 2007).
|
4.6*
|
“Management’s Discussion and Analysis” of
the Registrant relating to the period ended June 30, 2007 (incorporated by
reference to the Registrant’s Report on Form 6-K, filed with the
Securities and Exchange Commission on August 20, 2007).
|
5.1
|
Consent of PricewaterhouseCoopers LLP, independent chartered
accountants.
|
5.3
|
Consent of Parlee McLaws LLP.
|
5.4
|
Consent of Sproule Associates Limited, independent petroleum
engineering consultants.
|
5.5
|
Consent of Ryder Scott Company, independent petroleum
engineering consultants.
|
5.6
|
Consent of Gilbert Laustsen Jung Associates Ltd.,
independent petroleum engineering consultants.
|
6.1*
|
Powers of Attorney (included on the signature page of this
Registration Statement).
|
7.1*
|
Indenture dated as of July 24, 2001, between the
Registrant and The Bank of Nova Scotia Trust Company New York, as Trustee
(incorporated by reference to the Registrant’s Registration Statement
on Form F-9, as filed with the Securities and Exchange Commission on
August 12, 2002).
|
7.2*
|
Statement of Eligibility of the Trustee of Form T-1
(incorporated by reference to the Registrant’s Registration Statement
on Form F-9, as filed with the Securities and Exchange Commission on August
12, 2002).
|
*
PREVIOUSLY FILED
II-2
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Item 1. Undertaking
The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to furnish
promptly, when requested to do so by the Commission staff, information relating to the
securities registered pursuant to Form F-9 or to transactions in said
securities.
Item 2. Consent to Service of Process
Concurrent with the filing of this Registration Statement, the
Registrant has filed with the Commission a written irrevocable consent and power of
attorney on Form F-X.
Any change to the name or address of the agent for service of process of
the Registrant shall be communicated promptly to the Securities and Exchange Commission
by an amendment to the Form F-X referencing the file number of the relevant
registration statement.
III-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-9 and has duly caused this Amendment No. 1 to
this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Calgary, Province of Alberta, Canada, on September 25,
2007.
|
|
CANADIAN NATURAL RESOURCES LIMITED
|
|
|
By:
|
/s/ John G. Langille
|
|
|
|
Name: John G. Langille
Title: Vice Chairman
|
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capacities and
on the dates indicated.
Signature
|
Capacity
|
Date
|
|
|
|
*
Steve W. Laut
|
President and Chief Operating Officer (Principal Executive
Officer)
|
September 25, 2007
|
|
|
|
*
Douglas A. Proll
|
Senior Vice-President, Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
September 25, 2007
|
|
|
|
*
Allan P. Markin
|
Chairman and Director
|
September 25, 2007
|
|
|
|
*
Catherine M. Best
|
Director
|
September 25, 2007
|
|
|
|
*
N. Murray Edwards
|
Vice-Chairman and Director
|
September 25, 2007
|
|
|
|
III-2
Signature
|
Capacity
|
Date
|
|
|
|
*
Gary A. Filmon
|
Director
|
September 25, 2007
|
|
|
|
*
Gordon D. Giffin
|
Director
|
September 25, 2007
|
|
|
|
*
John G. Langille
|
Vice-Chairman and Director
|
September 25, 2007
|
|
|
|
*
Keith A. J. MacPhail
|
Director
|
September 25, 2007
|
|
|
|
*
Norman F. McIntyre
|
Director
|
September 25, 2007
|
|
|
|
*
Frank J. McKenna
|
Director
|
September 25, 2007
|
|
|
|
*
James S. Palmer
|
Director
|
September 25, 2007
|
|
|
|
*
Eldon R. Smith, M.D.
|
Director
|
September 25, 2007
|
|
|
|
*
David A. Tuer
|
Director
|
September 25, 2007
|
*By:
/s/
Douglas A. Proll
|
Douglas A. Proll
Attorney-in-Fact
September 25, 2007
|
III-3
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, the Authorized Representative has duly caused this Registration Statement to be
signed on its behalf by the undersigned, solely in its capacity as the duly authorized
representative of Canadian Natural Resources Limited in the United States, on
September 25, 2007.
|
|
CANNAT ENERGY INC.
|
|
|
By:
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/s/ John G. Langille
|
|
|
|
Name: John G. Langille
Title: Vice Chairman
|
III-4
Exhibit
Number
|
Description
|
4.1*
|
The Annual Information Form of the Registrant, dated March
28, 2007, for the fiscal year ended December 31, 2006 (incorporated by
reference to the Registrant’s Annual Report on Form 40-F for the
fiscal year ended December 31, 2006, as filed with the Securities and
Exchange Commission on March 30, 2007).
|
4.2*
|
The Information Circular of the Registrant, dated March 14,
2007, issued in connection with the Annual Meeting of Shareholders of the
Registrant held on May 3, 2007, excluding those portions which appear under
the headings “Performance Graph,” “Report on Executive
Compensation by the Compensation Committee” and “Statement of
Corporate Governance Practices” (which portions shall be deemed not
to be incorporated by reference in this Registration Statement on
Form F-9) (incorporated by reference to the Registrant’s Report
on Form 6-K, as filed with the Securities and Exchange Commission on
March 29, 2007).
|
4.3*
|
“Management’s Discussion and Analysis” of
the Registrant for the fiscal year ended December 31, 2006
(incorporated by reference to the Registrant’s Annual Report on
Form 40-F for the fiscal year ended December 31, 2006, as filed
with the Securities and Exchange Commission on March 30, 2007).
|
4.4*
|
The annual audited comparative consolidated financial
statements of the Registrant, together with the notes thereto and
Auditors’ Report thereon, as at and for the fiscal year ended
December 31, 2006 (incorporated by reference to the Registrant’s
Annual Report on Form 40-F for the fiscal year ended December 31,
2006, as filed with the Securities and Exchange Commission on March 30,
2007).
|
4.5*
|
The unaudited interim comparative consolidated financial
statements of the Registrant, together with the notes thereto, for the
period ended June 30, 2007 (incorporated by reference to the
Registrant’s Report on Form 6-K, filed with the Securities and
Exchange Commission on August 20, 2007).
|
4.6*
|
“Management’s Discussion and Analysis” of
the Registrant relating to the period ended June 30, 2007 (incorporated by
reference to the Registrant’s Report on Form 6-K, filed with the
Securities and Exchange Commission on August 20, 2007).
|
5.1
|
Consent of PricewaterhouseCoopers LLP, independent chartered
accountants.
|
5.3
|
Consent of Parlee McLaws LLP.
|
5.4
|
Consent of Sproule Associates Limited, independent petroleum
engineering consultants.
|
5.5
|
Consent of Ryder Scott Company, independent petroleum
engineering consultants.
|
5.6
|
Consent of Gilbert Laustsen Jung Associates Ltd.,
independent petroleum engineering consultants.
|
6.1*
|
Powers of Attorney (included on the signature page of this
Registration Statement).
|
7.1*
|
Indenture dated as of July 24, 2001, between the
Registrant and The Bank of Nova Scotia Trust Company New York, as Trustee
(incorporated by reference to the Registrant’s Registration Statement
on Form F-9, as filed with the Securities and Exchange Commission on
August 12, 2002).
|
7.2*
|
Statement of Eligibility of the Trustee of
Form T-1
(incorporated by reference to the
Registrant’s Registration Statement on Form F-9, as filed with the
Securities and Exchange Commission on August 12, 2002).
|
*
PREVIOUSLY FILED