Obsidian Energy Ltd 6-K, filed Sep 2, 2022

Obsidian Energy Ltd. (OBE)

6-K 2022-09-02 For: 2022-09-02

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Added on April 10, 2026

About this 6-K

Obsidian Energy Ltd filed this 6-K on September 2, 2022.

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OBSIDIAN ENERGY LTD.

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


Exhibit		Description

99.1		Material Contract – Trust Indenture for 11.95% Senior Unsecured Notes, dated July 27, 2022

99.2		Material Contract – Credit Agreement dated July 27, 2022


ARTICLE 1 INTERPRETATION		1

1.1	Definitions	1
1.2	Meaning of “Outstanding”	31
1.3	Interpretation	32
1.4	Headings, Etc.	32
1.5	Statute Reference	32
1.6	Day not a Business Day	32
1.7	Applicable Law	32
1.8	Waiver of Jury Trial	33
1.9	Monetary References	33
1.10	Invalidity, Etc.	33
1.11	Language	33
1.12	Successors and Assigns	33
1.13	Accounting Terms	33
1.14	Indemnification for Judgment Currency Fluctuations	33

ARTICLE 2 THE NOTES		34

2.1	Issue and Designation of Notes	34
2.2	Additional Notes	34
2.3	Interest	34
2.4	Currency of Payment	35
2.5	Additional Amounts	35
2.6	Appointment of Trustee and Depository	37
2.7	Form of Notes	37
2.8	Execution, Authentication and Delivery of Notes	37
2.9	Change in Depository Procedures	38
2.10	Registrar and Paying Agent	38
2.11	Paying Agent to Hold Money in Trust	38
2.12	Book Entry Only Notes	39
2.13	Global Notes	39
2.14	Mutilation, Loss, Theft or Destruction	40
2.15	Concerning Interest	40
2.16	Payment of Interest	41
2.17	Payments of Amounts Due on Maturity	42
2.18	Legends on Notes	43
2.19	Right to Receive Indenture	44

ARTICLE 3 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP		44

3.1	Register of Definitive Notes	44
3.2	Global Notes	44
3.3	Transferee Entitled to Registration	46
3.4	No Notice of Trusts	46
3.5	Registers Open for Inspection	46
3.6	Transfers and Exchanges of Notes	46
3.7	Closing of Registers	48
3.8	Charges for Registration, Transfer and Exchange	48
3.9	Ownership of Notes	49
3.10	Cancellation and Destruction	49


ARTICLE 4 REDEMPTION AND PURCHASE OF NOTES		49

4.1	Optional Redemption	49
4.2	Mandatory Redemption and Market Purchases	50
4.3	Places of Payment	50
4.4	Partial Redemption	51
4.5	Notice of Redemption	51
4.6	Notes Due on Redemption Dates	51
4.7	Deposit of Redemption Monies	52
4.8	Failure to Surrender Notes Called for Redemption	52
4.9	Cancellation of Notes Redeemed	52
4.10	Purchase of Notes	53

ARTICLE 5 COVENANTS OF THE CORPORATION		53

5.1	Payment of Principal, Premium and Interest	53
5.2	Existence	53
5.3	Payment of Taxes and Other Claims	54
5.4	Keeping of Books	54
5.5	Statement by Officers	54
5.6	Reports	54
5.7	Future Guarantors	55
5.8	Liens	55
5.9	Payments for Consent	55
5.10	Restricted Payments	56
5.11	Incurrence of Indebtedness and Issuance of Disqualified Stock	60
5.12	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	64
5.13	Transactions with Affiliates	67
5.14	Asset Sales	68
5.15	Offer to Repurchase on a Change of Control	71
5.16	Offer to Repurchase out of Free Cash Flow	73
5.17	Changes in GAAP	75
5.18	Covenants Termination	76
5.19	Designation of Restricted and Unrestricted Subsidiaries	76
5.20	Business Activities	78
5.21	SEC Reporting Issuer	78

ARTICLE 6 DEFAULT AND ENFORCEMENT		78

6.1	Events of Default and Remedies	78
6.2	Acceleration of Maturity; Rescission, Annulment and Waiver	80
6.3	Collection of Indebtedness and Suits for Enforcement by Trustee	80
6.4	Trustee May File Proofs of Claim	81
6.5	Trustee May Enforce Claims Without Possession of Notes	82
6.6	Application of Monies by Trustee	82
6.7	No Suits by Holders	82
6.8	Unconditional Right of Holders to Receive Principal, Premium and Interest	83
6.9	Restoration of Rights and Remedies	83
6.10	Rights and Remedies Cumulative	83
6.11	Delay or Omission Not Waiver	83
6.12	Control by Holders	83
6.13	Notice of Event of Default	84
6.14	Waiver of Stay or Extension Laws	84
6.15	Undertaking for Costs	84
6.16	Judgment Against the Corporation	84
6.17	No Personal Liability of Directors, Officers, Employees and Shareholders	84
6.18	Trustee May Demand Production of Notes	85


ARTICLE 7 DISCHARGE AND DEFEASANCE		85

7.1	Satisfaction and Discharge	85
7.2	Option to Effect Legal Defeasance or Covenant Defeasance	85
7.3	Legal Defeasance and Discharge	86
7.4	Covenant Defeasance	86
7.5	Conditions to Legal or Covenant Defeasance	87
7.6	Application of Trust Funds	88
7.7	Repayment to the Corporation	88
7.8	Continuance of Rights, Duties and Obligations	88

ARTICLE 8 MEETINGS OF HOLDERS		89

8.1	Purpose, Effect and Convention of Meetings	89
8.2	Notice of Meetings	89
8.3	Chair	89
8.4	Quorum	89
8.5	Power to Adjourn	90
8.6	Voting	90
8.7	Poll	90
8.8	Proxies	90
8.9	Persons Entitled to Attend Meetings	91
8.10	Powers Cumulative	91
8.11	Minutes	91
8.12	Instruments in Writing	91
8.13	Binding Effect of Resolutions	91
8.14	Evidence of Rights of Holders	91

ARTICLE 9 AMALGAMATION, CONSOLIDATION, MERGER OR SALE OF ASSETS		92

9.1	Amalgamation, Consolidation, Merger or Sale of Substantially All Assets	92

ARTICLE 10 CONCERNING THE TRUSTEE		93

10.1	No Conflict of Interest	93
10.2	Replacement of Trustee	93
10.3	Duties of Trustee	94
10.4	Reliance Upon Declarations, Opinions, etc.	95
10.5	Limitation of Liability	95
10.6	Evidence and Authority to Trustee, Opinions, etc.	97
10.7	Officer’s Certificates Evidence	98
10.8	Experts and Advisers	98
10.9	Trustee May Deal in Notes	98
10.10	Investment of Monies Held by Trustee	98
10.11	Trustee Not Ordinarily Bound	99
10.12	Conditions Precedent to Trustee’s Obligations to Act Hereunder	99
10.13	Authority to Carry on Business	100
10.14	Compensation and Indemnity	100
10.15	Acceptance of Trust	100
10.16	Anti-Money Laundering	100
10.17	Privacy	101
10.18	Protection of Trustee	101
10.19	Tax Reports	101

ARTICLE 11 AMENDMENT, SUPPLEMENT AND WAIVER		102

11.1	Ordinary Consent	102
11.2	Special Consent	102
11.3	Without Consent	103
11.4	Form of Consent	103
11.5	Supplemental Indentures	103


ARTICLE 12 SUBSIDIARY GUARANTEES		104

12.1	Issuance of Subsidiary Guarantees	104
12.2	Releases	105

ARTICLE 13 MISCELLANEOUS		105

13.1	Notice to Corporation	105
13.2	Notice to Holders	106
13.3	Notice to Trustee	106
13.4	Force Majeure	106
13.5	Execution	106
13.6	Formal Date	107

APPENDIX A - FORM OF NOTE
APPENDIX B - FORM OF SUBSIDIARY GUARANTEE


Year	Percentage
2024		105.975	%
2025		102.988	%
2026 and thereafter		100.000	%


		OBSIDIAN ENERGY LTD., as the Corporation

By:		(signed) “Stephen Loukas”
		Name: Stephen Loukas
		Title: Interim President and Chief Executive Officer

By:		(signed) “Peter Scott”
		Name: Peter Scott
		Title: Senior Vice President and Chief Financial Officer

		COMPUTERSHARE TRUST
		COMPANY OF CANADA, as Trustee

By:		(signed) “Luci Scholes”
		Name: Luci Scholes
		Title: Corporate Trust Officer

By:		(signed) “Shannon Grover”
		Name: Shannon Grover
		Title: Manager Corporate Trust


COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee

By:
		(Authorized Signatory)


Date of Registration		In Whose Name Registered		Signature of Trustee or Registrar


Address of Transferee:
		(Street Address, City, Province and Postal Code)



Authorized Officer				Signature of transferring registered Holder


Name of Institution


[●]

By:
		Name:
		Title:

OBSIDIAN ENERGY LTD.

By:
		Name:
		Title:

COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee

By:
		Name:
		Title:


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	52

1.7	Currency References in Determination of Consolidated Senior Debt to EBITDA Ratio and Thresholds	52

1.8	Schedules	52

1.9	Changes in Liability Management Rating System	52

1.10	Interest Rates; Benchmark Notification	53

ARTICLE 2 - THE CREDIT FACILITIES		53

2.1	The Credit Facilities	53

2.2	Types of Availments; Overdraft Loans	53

2.3	Purpose	54

2.4	Availability and Nature of the Credit Facilities	54

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 and the Term Loan Facility	58

2.12	Irrevocability	58

2.13	Optional Cancellation or Reduction of Credit Facilities	58

2.14	Optional Repayment of Credit Facilities	59

2.15	Mandatory Repayment of Credit Facilities and Mandatory Reduction of Term Loan Facility Commitments	59

2.16	Additional Repayment Terms	60

2.17	Currency Excess	61

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	64

2.21	Replacement of Lenders	64

2.22	Hostile Acquisitions	65

2.23	Determinations of the Borrowing Base; Removal of Certain Lenders	66



ARTICLE 3 - CONDITIONS PRECEDENT TO DRAWDOWNS		68

3.1	Conditions Precedent for all Drawdowns	68

3.2	Conditions Precedent to First Drawdown	68

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	73

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	74

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

6.8	Existing Letters of Credit	77

ARTICLE 7 - PLACE AND APPLICATION OF PAYMENTS		78

7.1	Place of Payment of Principal, Interest and Fees; Payments to Agent and the Operating Lender	78

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	79

7.6	Set-Off	80

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	102

10.3	Forms	102

10.4	Continuing Security	103

10.5	Dealing with Security	103

10.6	Effectiveness	103

10.7	Release and Discharge of Security	103

10.8	Transfer of Security	104

10.9	Hedging Affiliates and Cash Managers	104

10.10	Security for Hedging with Former Lenders	104

10.11	Acknowledgement Regarding Any Supported QFCs	105

ARTICLE 11 - EVENTS OF DEFAULT AND ACCELERATION		105

11.1	Events of Default	105

11.2	Acceleration	109

11.3	Conversion on Default	110

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	111

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	Market Disruption Respecting CDOR Rate Loans	113

12.3	CDOR Rate Discontinuance	114

12.4	Change in Law	116

12.5	Prepayment of Portion	117

12.6	Illegality	118

12.7	Temporary Market Disruption Respecting SOFR	118

ARTICLE 13 - COSTS, EXPENSES AND INDEMNIFICATION		119

13.1	Costs and Expenses	119

13.2	General Indemnity	119

13.3	Environmental Indemnity	120

13.4	Judgment Currency	121

13.5	Limit on Liability of Indemnified Parties	121

ARTICLE 14 - THE AGENT AND ADMINISTRATION OF THE CREDIT FACILITY		122

14.1	Authorization and Action	122

14.2	Procedure for Making Loans under the Syndicated Facility and the Term Loan Facility	122

14.3	Remittance of Payments	123

14.4	Redistribution of Payment	123

14.5	Duties and Obligations	124

14.6	Prompt Notice to the Lenders	125

14.7	Agent’s and Lenders’ Authorities	125

14.8	Lender Credit Decision	125

14.9	Indemnification of Agent	126

14.10	Successor Agent	126

14.11	Taking and Enforcement of Remedies	126

14.12	Reliance Upon Agent	127

14.13	No Liability of Agent	127

14.14	The Agent and Defaulting Lenders	127

14.15	Article for Benefit of Agent and Lenders	128

14.16	Erroneous Payments by the Agent	129



ARTICLE 15 - GENERAL		131

15.1	Exchange and Confidentiality of Information	131

15.2	Nature of Obligations under this Agreement; Defaulting Lenders	132

15.3	Notices	133

15.4	Governing Law	135

15.5	Benefit of the Agreement	135

15.6	Assignment	135

15.7	Participations	136

15.8	Severability	136

15.9	Whole Agreement	136

15.10	Amendments and Waivers	136

15.11	Further Assurances	138

15.12	Attornment	138

15.13	Time of the Essence	138

15.14	Waiver of Jury Trial	138

15.15	Electronic Communications	138

15.16	Platform	139

15.17	Anti-Money Laundering/Know Your Customer Laws	139

15.18	No Fiduciary Duty	140

15.19	Credit Agreement Governs	140

15.20	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	140

15.21	Counterparts	141

15.22	Electronic Execution	141


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]	[Redacted]	[Redacted]
equal to or greater than 0.50:1.00 and less than 1.00:1.00	[Redacted]	[Redacted]	[Redacted]
equal to or greater than 1.00:1.00 and less than 1.50:1.00	[Redacted]	[Redacted]	[Redacted]
equal to or greater than 1.50:1.00 and less than 2.00:1.00	[Redacted]	[Redacted]	[Redacted]
equal to or greater than 2.00:1.00 and less than 2.50:1.00	[Redacted]	[Redacted]	[Redacted]
equal to or greater than 2.50:1.00 and less than 3.00:1.00	[Redacted]	[Redacted]	[Redacted]
equal to or greater than 3.00:1.00	[Redacted]	[Redacted]	[Redacted]


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
Schedule J	-	Existing Letters of Credit
Schedule K	-	Existing Lender Financial Instruments.


OBSIDIAN ENERGY LTD.

By:		(signed) “Peter Scott”
		Peter Scott
		Senior Vice President and Chief Financial Officer


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	Term Loan Facility Commitment
Royal Bank of Canada	[Redacted]	[Redacted]	[Redacted]
Bank of Montreal	[Redacted]	[Redacted]	[Redacted]
Canadian Western Bank	[Redacted]	[Redacted]	[Redacted]

Total	Cdn.$25,000,000	Cdn.$150,000,000	Cdn.$30,000,000