On August 11, 2005, Kerr-McGee Corporation (the "Company") filed a Current Report on Form 8-K (the "August 8-K") regarding the entry by certain of its wholly-owned subsidiaries into various sale and purchase agreements (the “Sale Agreements”) pursuant to which the Company agreed to dispose of its North Sea oil and gas business. One of the Sale Agreements was the Sale and Purchase Agreement between the Company, KM Denmark Overseas ApS (“KM Denmark”), Alnery No. 2524 Limited, and A.P. Moller-Maersk A/S (“Maersk”), pursuant to which the Company agreed to dispose of all of its remaining North Sea assets through the sale of 100% of the stock of Kerr-McGee (G.B.) Limited and Kerr-McGee Norway AS to Maersk for $2.95 billion (the “Maersk Sale Agreement”). On November 9, 2005, the Company, KM Denmark, Maersk Energy UK Ltd (formerly Alnery No. 2524 Limited) and Maersk entered into a Deed of Agreement. Pursuant to the Deed of Agreement, the parties agreed: ° to unwind dividends that had been paid by certain of the Company’s subsidiaries that are being sold pursuant to the Maersk Sale Agreement; ° that KM Denmark would pay to such subsidiaries an amount equal to interest that would have accrued on the amount of the unwound dividends; and ° that the Maersk Sale Agreement would be restated as described below. On November 17, 2005, the Maersk Sale Agreement was restated (the “Restated Agreement”), with the Restated Agreement being effective as of August 7, 2005. The Restated Agreement increased the base consideration payable under the Maersk Sale Agreement by the same amount as the dividends unwound and the interest payment made pursuant to the Deed of Agreement described above (net of taxes applicable to the interest payment) so that the net effect of the Deed of Agreement and the Restated Agreement was to accomplish the sale of Company’s North Sea operations on the same financial terms as previously announced. The transaction contemplated by the Restated Agreement closed on November 17, 2005. | 