Obsidian Energy Ltd 6-K, filed Jun 29, 2023

Obsidian Energy Ltd. (OBE)

6-K 2023-06-29 For: 2023-06-29

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Added on April 10, 2026

About this 6-K

Obsidian Energy Ltd filed this 6-K on June 29, 2023.

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OBSIDIAN ENERGY LTD.

By:		/s/ Stephen E. Loukas
Name:		Stephen E. Loukas
Title:		President and CEO


Exhibit		Description
99.1		Material Contract – Amended and Restated Credit Agreement dated March 22, 2023

99.2		Material Contract – First Amending Agreement dated May 31, 2023


ARTICLE 1 - INTERPRETATION		1

1.1	Definitions	1
1.2	Headings; Articles and Sections; Table of Contents	50
1.3	Number; persons; including; successors; in writing	50
1.4	Accounting Principles	50
1.5	References to Agreements and Enactments	51
1.6	Per Annum Calculations	51
1.7	Currency References in Determination of Consolidated Senior Debt to EBITDA Ratio, Consolidated Total Debt to EBITDA Ratio and Thresholds	51
1.8	Schedules	52
1.9	Changes in Liability Management Rating System	52
1.10	Interest Rates; Benchmark Notification	53
1.11	Amendment and Restatement	53

ARTICLE 2 - THE CREDIT FACILITIES		54

2.1	The Credit Facilities	54
2.2	Types of Availments; Overdraft Loans	54
2.3	Purpose	55
2.4	Availability and Nature of the Credit Facilities	55
2.5	Minimum Drawdowns	55
2.6	Notice Periods for Drawdowns, Conversions and Rollovers	56
2.7	Conversion Option	56
2.8	Rollovers; Selection of Interest Periods	57
2.9	Rollovers and Conversions not Repayments	57
2.10	Agent’s Obligations with Respect to Canadian Prime Rate Loans and CDOR Rate Loans Under the Syndicated Facility and with Respect to U.S. Base Rate Loans and SOFR Loans Under the Syndicated Facility	58
2.11	Lenders’ and Agent’s Obligations with Respect to Loans Under the Syndicated Facility	58
2.12	Irrevocability	58
2.13	Optional Cancellation or Reduction of Credit Facilities	58
2.14	Optional Repayment of Credit Facilities	58


2.15	Mandatory Repayment of Credit Facilities	59
2.16	Additional Repayment Terms	59
2.17	Currency Excess	60
2.18	Hedging with Lenders and Hedging Affiliates	61
2.19	Extension of Syndicated Facility Term Out Date	61
2.20	Extension of Operating Facility Term Out Date	63
2.21	Replacement of Lenders	64
2.22	Hostile Acquisitions	64
2.23	Determinations of the Borrowing Base; Removal of Certain Lenders	65
2.24	Accordion for Increase in Syndicated Facility Commitment	67

ARTICLE 3 - CONDITIONS PRECEDENT		68

3.1	Conditions Precedent for all Drawdowns	68
3.2	Conditions Precedent to Effectiveness of Amendment and Restatement	69
3.3	Waiver	70

ARTICLE 4 - EVIDENCE OF DRAWDOWNS		70

4.1	Account of Record	70

ARTICLE 5 - PAYMENTS OF INTEREST AND FEES		70

5.1	Interest on Canadian Prime Rate Loans	70
5.2	Interest on U.S. Base Rate Loans	70
5.3	Interest on SOFR Loans	71
5.4	Interest on CDOR Rate Loans	71
5.5	Interest Act (Canada); Conversion of 360 Day Rates	71
5.6	Nominal Rates; No Deemed Reinvestment	72
5.7	Standby Fees	72
5.8	Agent’s Fees	72
5.9	Interest on Overdue Amounts	72
5.10	Waiver	73
5.11	Maximum Rate Permitted by Law	73

ARTICLE 6 - LETTERS OF CREDIT		73

6.1	Availability	73
6.2	Currency, Type, Form and Expiry	73
6.3	No Conversion	74
6.4	Records	74


6.5	Reimbursement or Conversion on Presentation;	74
6.6	Fees and Expenses	74
6.7	Additional Provisions	75

ARTICLE 7 - PLACE AND APPLICATION OF PAYMENTS		77

7.1	Place of Payment of Principal, Interest and Fees; Payments to Agent and the Operating Lender	77
7.2	Designated Accounts of the Lenders	78
7.3	Funds	78
7.4	Application of Payments	78
7.5	Payments Clear of Taxes; FATCA	78
7.6	Set-Off	79
7.7	Margin Changes; Adjustments for Margin Changes	80

ARTICLE 8 - REPRESENTATIONS AND WARRANTIES		80

8.1	Representations and Warranties	80
8.2	Deemed Repetition	86
8.3	Other Documents	87
8.4	Effective Time of Repetition	87
8.5	Nature of Representations and Warranties	87

ARTICLE 9 - GENERAL COVENANTS		87

9.1	Affirmative Covenants of the Borrower	87
9.2	Negative Covenants of the Borrower	95
9.3	Agent May Perform Covenants	100

ARTICLE 10 - SECURITY		100

10.1	Security on all Assets	100
10.2	Registration and Fixed Charge Security	101
10.3	Forms	102
10.4	Continuing Security	102
10.5	Dealing with Security	102
10.6	Effectiveness	103
10.7	Release and Discharge of Security	103
10.8	Transfer of Security	103
10.9	Hedging Affiliates and Cash Managers	103
10.10	Security for Hedging with Former Lenders	104
10.11	Acknowledgement Regarding Any Supported QFCs	104



ARTICLE 11 - EVENTS OF DEFAULT AND ACCELERATION		105

11.1	Events of Default	105
11.2	Acceleration	109
11.3	Conversion on Default	109
11.4	Remedies Cumulative and Waivers	110
11.5	Termination of Lenders’ Obligations	110
11.6	Acceleration of All Lender Obligations	110
11.7	Application and Sharing of Payments Following Acceleration	110
11.8	Calculations as at the Adjustment Time	111
11.9	Sharing Repayments	111
11.10	Adjustments Among Lenders	111

ARTICLE 12 - CHANGE OF CIRCUMSTANCES		112

12.1	Benchmark Replacement Settings	112
12.2	Temporary Market Disruption Respecting CDOR Rate Loans	114
12.3	Change in Law	115
12.4	Prepayment of Portion	116
12.5	Illegality	116
12.6	Temporary Market Disruption Respecting SOFR	117

ARTICLE 13 - COSTS, EXPENSES AND INDEMNIFICATION		118

13.1	Costs and Expenses	118
13.2	General Indemnity	118
13.3	Environmental Indemnity	119
13.4	Judgment Currency	120
13.5	Limit on Liability of Indemnified Parties	120

ARTICLE 14 - THE AGENT AND ADMINISTRATION OF THE CREDIT FACILITY		121

14.1	Authorization and Action	121
14.2	Procedure for Making Loans under the Syndicated Facility	121
14.3	Remittance of Payments	122
14.4	Redistribution of Payment	122
14.5	Duties and Obligations	123
14.6	Prompt Notice to the Lenders	124


14.7	Agent’s and Lenders’ Authorities	124
14.8	Lender Credit Decision	124
14.9	Indemnification of Agent	125
14.10	Successor Agent	125
14.11	Taking and Enforcement of Remedies	125
14.12	Reliance Upon Agent	126
14.13	No Liability of Agent	126
14.14	The Agent and Defaulting Lenders	126
14.15	Article for Benefit of Agent and Lenders	128
14.16	Erroneous Payments by the Agent	128

ARTICLE 15 - GENERAL		130

15.1	Exchange and Confidentiality of Information	130
15.2	Nature of Obligations under this Agreement; Defaulting Lenders	131
15.3	Notices	132
15.4	Governing Law	134
15.5	Benefit of the Agreement	134
15.6	Assignment	134
15.7	Participations	135
15.8	Severability	135
15.9	Whole Agreement	135
15.10	Amendments and Waivers	135
15.11	Further Assurances	137
15.12	Attornment	137
15.13	Time of the Essence	137
15.14	Waiver of Jury Trial	137
15.15	Electronic Communications	138
15.16	Platform	138
15.17	Anti-Money Laundering/Know Your Customer Laws	138
15.18	No Fiduciary Duty	139
15.19	Credit Agreement Governs	139
15.20	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	139
15.21	Counterparts	140
15.22	Electronic Execution	140


Consolidated Senior Debt to EBITDA Ratio	Margin on Canadian Prime Rate Loans and U.S. Base Rate Loans	Margin on SOFR Loans, CDOR Rate Loans and Issuance Fees for Letters of Credit	Standby Fee on Syndicated Facility and Operating Facility
less than 0.50:1.00	[Redacted – Commercially Sensitive Information]	[Redacted – Commercially Sensitive Information]	[Redacted – Commercially Sensitive Information]

equal to or greater than 0.50:1.00 and less than 1.00:1.00	[Redacted – Commercially Sensitive Information]	[Redacted – Commercially Sensitive Information]	[Redacted – Commercially Sensitive Information]

equal to or greater than 1.00:1.00 and less than 1.50:1.00	[Redacted – Commercially Sensitive Information]	[Redacted – Commercially Sensitive Information]	[Redacted – Commercially Sensitive Information]

equal to or greater than 1.50:1.00 and less than 2.00:1.00	[Redacted – Commercially Sensitive Information]	[Redacted – Commercially Sensitive Information]	[Redacted – Commercially Sensitive Information]

equal to or greater than 2.00:1.00 and less than 2.50:1.00	[Redacted – Commercially Sensitive Information]	[Redacted – Commercially Sensitive Information]	[Redacted – Commercially Sensitive Information]

equal to or greater than 2.50:1.00 and less than 3.00:1.00	[Redacted – Commercially Sensitive Information]	[Redacted – Commercially Sensitive Information]	[Redacted – Commercially Sensitive Information]

equal to or greater than 3.00:1.00	[Redacted – Commercially Sensitive Information]	[Redacted – Commercially Sensitive Information]	[Redacted – Commercially Sensitive Information]


Schedule A	—	Lenders and Commitments
Schedule B	—	Assignment Agreement
Schedule C	—	Compliance Certificate
Schedule D	—	Conversion Notice
Schedule E	—	Drawdown Notice
Schedule F	—	Repayment Notice
Schedule G	—	Rollover Notice
Schedules H-1 to H-8	—	Security
Schedule I	—	Borrower and Subsidiaries.


Attention:		Senior Vice President and Chief Financial Officer
Facsimile:		[Redacted – Personal Information]


Attention:		Manager, Agency
Facsimile:		[Redacted – Personal Information]
Email:		[Redacted – Personal Information]


Attention:		Global Loans Administration
Email:		[Redacted – Personal Information]
Facsimile:		[Redacted – Personal Information]


Attention:		Managing Director
Facsimile:		[Redacted – Personal Information]


LENDERS: ROYAL BANK OF CANADA
LENDERS: ROYAL BANK OF CANADA

By:		(“Signed”)
		Name:
		Title:

By:
		Name:
		Title:


BANK OF MONTREAL

By:		(“Signed”)
		Name:
		Title:

By:
		Name:
		Title:


CANADIAN WESTERN BANK

By:		(“Signed”)
		Name:
		Title:

By:
		Name:
		Title:


AGENT:

ROYAL BANK OF CANADA,
in its capacity as the Agent

By:		(“Signed”)
		Name:
		Title:


Lender	Operating Facility Commitment	Syndicated Facility Commitment
Royal Bank of Canada	[Redacted – Commercially Sensitive Information]	[Redacted – Commercially Sensitive Information]
Bank of Montreal	[Redacted – Commercially Sensitive Information]	[Redacted – Commercially Sensitive Information]
Canadian Western Bank	[Redacted – Commercially Sensitive Information]	[Redacted – Commercially Sensitive Information]

Total	Cdn.$25,000,000	Cdn.$175,000,000


LENDERS:

ROYAL BANK OF CANADA

By:		(“Signed”)
		Name:
		Title:

By:
		Name:
		Title:


INDUSTRIAL AND COMMERCIAL BANK OF CHINA (CANADA)

By:		(“Signed”)
		Name:
		Title:

By:
		Name:
		Title:


AGENT:

ROYAL BANK OF CANADA, in its capacity as Agent

By:		(“Signed”)
		Name:
		Title:


Lender	Operating Facility Commitment	Syndicated Facility Commitment	Aggregate Individual Commitment
Royal Bank of Canada	Cdn.$ [Redacted – Commercially Sensitive Information]	Cdn.$ [Redacted – Commercially Sensitive Information]	Cdn.$ [Redacted – Commercially Sensitive Information]
Bank of Montreal		Cdn.$ [Redacted – Commercially Sensitive Information]	Cdn.$ [Redacted – Commercially Sensitive Information]
Canadian Western Bank		Cdn.$ [Redacted – Commercially Sensitive Information]	Cdn.$ [Redacted – Commercially Sensitive Information]
Industrial and Commercial Bank of China (Canada)		Cdn.$ [Redacted – Commercially Sensitive Information]	Cdn.$ [Redacted – Commercially Sensitive Information]
Total:	Cdn.$ [Redacted – Commercially Sensitive Information]	Cdn.$ [Redacted – Commercially Sensitive Information]	Cdn.$ [Redacted – Commercially Sensitive Information]


OBSIDIAN ENERGY LTD. OBSIDIAN ENERGY PARTNERSHIP, by its managing partner, OBSIDIAN ENERGY LTD., 1647456 ALBERTA LTD., each of the foregoing by the undersigned

By: