Compton Petroleum Completes Recapitalization Transaction

On October 18, 2010, Compton Petroleum Corporation (“Compton”) and its wholly owned subsidiary, Compton Petroleum Finance Corporation (“Compton Finance”), completed a Plan of Arrangement and recapitalization transaction by virtue of which US$450 million principal amount of 7.625 per cent senior notes due 2013 of Compton Finance (“Senior Notes”) were exchanged for a combination of cash, US$193.5 million of 10 per cent senior notes due September 15, 2017 of Compton Finance (“New Senior Notes”) and US$45 million of 10 per cent senior mandatory convertible notes due September 15, 2011 of Compton Finance (“Mandatory Convertible Notes”).

The New Senior Notes and Mandatory Convertible Notes were issued under indentures dated October 18, 2010, with The Bank of Nova Scotia Trust Company of New York, as trustee (BNS).

Also on October 18, 2010, Compton entered into an amended and restated credit agreement with the Bank of Montreal, as Lead Arranger and Administrative Agent, and a syndicate of lenders, whereby Compton amended the borrowing limit under its credit facilities to $225 million and drew down $50 million thereunder, with the proceeds from the drawdown comprising a portion of the cash proceeds payable in connection with the recapitalization.

Compton is an Alberta-based independent public company actively engaged in the exploration, development and production of natural gas, natural gas liquids and crude oil in the Western Canadian Sedimentary Basin.

Compton was represented by Leland Corbett (corporate and banking); Keith Chatwin, Charles Kraus, Benjamin Hudy and Kyle Banbury (corporate); Sean Dunphy and Michael Mestinsek (litigation); Mark Christensen (banking) and Douglas Richardson and Julie D'Avignon (tax) of Stikeman Elliott LLP, and by Andrew Foley, Benjamin Aronovitch and Alexis Fink (corporate) and David Mayo and Anat Aronowicz (tax) of Paul, Weiss, Rifkind, Wharton & Garrison LLP with respect to certain US legal matters.

An ad hoc committee of holders of the Senior Notes was represented by Robert Chadwick, Brendan O'Neill (corporate/restructuring) and Tim Heeney (corporate/securies) of Goodmans LLP. The Bank of Montreal and the other lenders under Compton's amended and restated credit agreement were represented by Katherine Pybus and Nancy Smith of Burnet, Duckworth & Palmer LLP. BMO Nesbitt Burns Inc. was represented by Frank Arnone and Catherine Youdan of Blake, Cassels & Graydon LLP with respect to certain Canadian legal matters, and by Kevin Keogh, Patrick Rosenthal and Andrew Weisberg of White & Case LLP with respect to certain US legal matters.

BNS was represented by Ji Hoon Hong and Kevin Younai of Shearman & Sterling LLP.



Stikeman Elliott LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP Goodmans LLP Burnet, Duckworth & Palmer LLP Blake, Cassels & Graydon LLP White & Case LLP Shearman & Sterling LLP