THIRD AMENDMENT TO CREDIT AGREEMENT, OMNIBUS AMENDMENT TO CREDIT DOCUMENTS AND ASSIGNMENT

Exhibit 10.1

THIRD AMENDMENT TO CREDIT AGREEMENT, OMNIBUS AMENDMENT TO CREDIT
DOCUMENTS AND ASSIGNMENT

This Third Amendment to Credit Agreement, Omnibus Amendment to Credit Documents and Assignment (this “Agreement”) dated as of October 13, 2009 (the “Effective Date”) is among Complete Production Services, Inc., a Delaware corporation (the “US Borrower”), Integrated Production Services, Ltd., a corporation governed by the laws of Alberta, Canada (the “Canadian Borrower”; together with the US Borrower, the “Borrowers”), the Subsidiaries of the US Borrower and the Canadian Borrower party hereto as guarantors (the “Guarantors”), the Lenders (as defined below) party hereto, Xxxxx Fargo Bank, National Association, as existing administrative agent (in such capacity, the “Existing Administrative Agent”), swing line lender (in such capacity, the “Existing Swingline Lender”), and issuing lender (in such capacity, the “Existing Issuing Lender”), Xxxxx Fargo Foothill, LLC, a Delaware limited liability company as the successor administrative agent (in such capacity, the “New Administrative Agent”), successor swing line lender (in such capacity, the “New Swingline Lender”), and new issuing lender (in such capacity, the “New Issuing Lender”), and HSBC Bank Canada, as administrative agent (in such capacity, the “Canadian Administrative Agent”), swing line lender (in such capacity, the “Canadian Swingline Lender”), and issuing lender (in such capacity, the “Canadian Issuing Lender”).

INTRODUCTION

A. The Borrowers, the Existing Administrative Agent, the Canadian Administrative Agent, the Existing Swingline Lender, the Existing Issuing Lender, the Canadian Swingline Lender, the Canadian Issuing Lender and lenders party thereto from time to time (the “Lenders”) are parties to that certain Second Amended and Restated Credit Agreement dated as of December 6, 2006, as amended by the First Amendment dated June 29, 2007 and the Second Amendment to Credit Agreement and Omnibus Amendment to Security Documents dated October 9, 2007, as heretofore amended (as so amended, the “Credit Agreement”).

B. To secure the Obligations (as defined in the Credit Agreement), among other things, the US Borrowers and the Guarantors (as defined in the Credit Agreement) granted liens pursuant to certain Security Documents (as defined in the Credit Agreement), including without limitation (i) that certain US Security Agreement dated as of September 12, 2005 as heretofore amended and supplemented (as so amended and supplemented and as the same may be further amended, supplemented, restated or otherwise modified from time to time, the “US Security Agreement”), and (b) that certain US Pledge Agreement dated as of September 12, 2005 as heretofore amended and supplemented (as so amended and supplemented and as the same may be further amended, supplemented, restated or otherwise modified from time to time, the “US Pledge Agreement”; and together with the US Security Agreement, collectively, the “Security Instruments”).

C. To guarantee the Obligations (as defined in the Credit Agreement), among other things, the Guarantors (as defined in the Credit Agreement) executed and delivered to the Existing Administrative Agent that certain US Subsidiary Guaranty dated as of September 12, 2005 as heretofore amended and supplemented (as so amended and supplemented and as the same may be further amended, supplemented, restated or otherwise modified from time to time, the “US Subsidiary Guaranty”).

D. Immediately prior hereto or concurrent herewith, Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”) has assigned or will assign 100% of its rights and obligations under the Credit Agreement and other Credit Documents as a US Lender to its affiliate, Xxxxx Fargo Foothill, LLC, a Delaware limited liability company (“WFF”), and in connection therewith, Xxxxx Fargo Bank wishes to resign as the US Administrative Agent, US Swingline Lender and US Issuing Lender.

E. The US Majority Lenders (as defined in the Credit Agreement) wish to appoint WFF as the US Administrative Agent, the US Swingline Lender and US Issuing Lender.

F. The Lenders, the Administrative Agents and the Borrowers wish to reduce the Commitments and make certain other amendments to the Credit Agreement as set forth below and the US Borrower, the Guarantors and the US Administrative Agent wish to make certain amendments to the Security Instruments as set forth below and the Guarantors and the US Administrative Agent wish to make certain amendments to the US Subsidiary Guaranty as set forth below.

THEREFORE, the Borrowers, the Lenders, WFF and Xxxxx Fargo hereby agree as follows:

Section 1. Defined Terms. As used in this Agreement, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein. Each term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement, unless expressly provided to the contrary.

Section 2. Other Definitional Provisions. Article, Section, Schedule, and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Agreement, unless otherwise specified. The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” means “including, without limitation,”. Paragraph headings have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Agreement and shall not be used in the interpretation of any provision of this Agreement.

Section 3. Successor US Administrative Agent and US Issuing Lender.

(a) Resignation and Appointment. Pursuant to Section 8.6 of the Credit Agreement, Xxxxx Fargo hereby notifies the US Borrower and each Lender that, effective as of the date hereof, Xxxxx Fargo resigns as the “US Administrative Agent” and the “US Issuing Lender” under the Credit Agreement and the other Credit Documents. As provided in Section 8.6 of the Credit Agreement, upon such resignation the US Majority Lenders may appoint a successor US Administrative Agent and a successor US Issuing Lender. By execution of this Agreement, effective as of the date hereof, (i) the Lenders hereby appoint, and the US Borrower hereby agrees and approves the appointment of, WFF as the successor US Administrative Agent and the US Issuing Lender under the Credit Agreement and the other Credit Documents, and (ii) WFF hereby accepts such appointment as successor US Administrative Agent and US Issuing Lender. Nothing provided herein, including the resignation by Xxxxx Fargo as the US Issuing Lender under the Credit Agreement, shall prevent Xxxxx Fargo from being the “Underlying Issuer” as defined in the Credit Agreement, as amended hereby.

(b) Effect of Resignation and Appointment. Each of the parties hereto agrees that, as of the date hereof, (i) WFF, as the New Administrative Agent and the US Issuing Lender, shall succeed to, and become vested with, all of the rights, powers, privileges, duties and obligations of the “US Administrative Agent” and the “US Issuing Lender” (including, without limitation, all rights, powers and privileges under and in connection with the Security Documents and the Liens granted to the US Administrative Agent thereunder), (ii) the terms “US Administrative Agent” and “US Issuing Lender”, as used in the Credit Documents, shall mean WFF, in its capacity as New Administrative Agent and New Issuing Lender, respectively, effective upon its appointment as such on the date hereof, (iii) the rights (except for those rights inuring to Existing Administrative Agent’s and the Existing Issuing Lender’s benefit pursuant to Sections 9.1(b), (c), and (d) and Section 2.3(h) of the Credit Agreement and those rights that survive resignation of the Existing Administrative Agent, the resignation of the Existing Issuing Lender and/or

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termination of the Credit Agreement), powers, privileges, duties and obligations of Xxxxx Fargo, as US Administrative Agent and US Issuing Lender, shall, except as set forth in Section 3(d) hereof, be released, discharged and terminated, (iv) WFF, as New Administrative Agent, shall have no responsibility or liability for any actions taken or omitted to be taken by Xxxxx Fargo, as Existing Administrative Agent, and (v) WFF, as New Issuing Lender, shall have no responsibility or liability for any actions taken or omitted to be taken by Xxxxx Fargo, as Existing Issuing Lender.

(c) Filings of Record . The Existing Administrative Agent and Credit Parties hereby authorize the New Administrative Agent, effective upon the Existing Administrative Agent’s resignation, to file any UCC and/or other assignments and amendments necessary to reflect the Existing Administrative Agent’s resignation and the subsequent appointment of New Administrative Agent.

(d) Further Assurances; Continuing Obligations. The Existing Administrative Agent hereby agrees to execute and deliver to New Administrative Agent, at the Credit Parties’ expense, such additional documents, instruments or releases (all of which shall be in form and substance reasonably satisfactory to the Existing Administrative Agent and the New Administrative Agent) as the US Borrower and/or the New Administrative Agent may reasonably request to further evidence the Existing Administrative Agent’s resignation and the subsequent appointment of the New Administrative Agent and to maintain the continuous perfection and priority of the security interests of US Administrative Agent in the Collateral. Notwithstanding anything in the Credit Documents to the contrary, from and after the Effective Date, all Letters of Credit issued by the Existing Issuing Lender and outstanding on the Effective Date shall be deemed to have been issued by Xxxxx Fargo as the Underlying Issuer under the Credit Agreement, as amended hereby.

(e) Assignment. As a supplement to and in no way in limitation of the provisions of the foregoing clauses (a) —(d), Existing Administrative Agent hereby assigns all liens and security interests of Existing Administrative Agent (in its capacity as US Administrative Agent under the Credit Agreement) in the Collateral to New Administrative Agent. On and after the effective date of this Agreement, all possessory collateral held by Existing Administrative Agent for the benefit of the Lenders shall be deemed to be held by Existing Administrative Agent as agent and bailee for New Administrative Agent for the benefit of the Lenders until such time as such possessory collateral has been delivered to New Administrative Agent. Notwithstanding anything herein to the contrary, all of such liens and security interests shall in all respects be continuing and in effect and are hereby reaffirmed. Without limiting the generality of the foregoing, any reference to Existing Administrative Agent on any publicly filed document, to the extent such filing relates to the liens and security interests in the Collateral assigned hereby and until such filing is modified to reflect the interests of New Administrative Agent, shall, with respect to such liens and security interests, constitute a reference to Existing Administrative Agent as collateral representative of New Administrative Agent; provided, that the parties hereto agree that Existing Administrative Agent’s role as such collateral representative shall impose no duties, obligations, or liabilities on Existing Administrative Agent, including, without limitation, any duty to take any type of direction regarding any action to be taken against such Collateral, whether such direction comes from the New Administrative Agent, the Majority Lenders or otherwise and the Existing Administrative Agent shall have the full benefit of the protective provisions of the Credit Documents, including but not limited to Section 9.1(b) of the Credit Agreement, while serving in such capacity). Such sale and assignment is without recourse to the Existing Administrative Agent or the Existing Issuing Lender and, except as expressly provided herein, without representation or warranty by the Existing Administrative Agent or the Existing Issuing Lender.

(f) Protective Provisions. Notwithstanding the foregoing resignation, appointment and assignment and notwithstanding anything herein or in any other Credit Document to the contrary, the Existing Administrative Agent shall have the full benefit of the protective provisions of the Credit

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Documents and such protective provisions shall continue to inure to Existing Administrative Agent’s benefit as to any actions taken or omitted to be taken by Existing Administrative Agent while it served as US Administrative Agent under the Credit Agreement and the other Credit Documents and New Administrative Agent shall bear no responsibility for any actions taken or omitted to be taken by Existing Administrative Agent while it served as US Administrative Agent under the Credit Agreement and the other Credit Documents or for any other event or action related to the Credit Agreement or the Credit Documents which occurred prior to the effectiveness of this Agreement.

Section 4. Successor US Swingline Lender.

(a) Resignation and Appointment. Pursuant to Section 8.6 of the Credit Agreement, as amended hereby, Xxxxx Fargo hereby notifies the US Borrower and each Lender that, effective as of the date hereof, Xxxxx Fargo resigns as the “US Swingline Lender” under the Credit Agreement and the other Credit Documents. As provided in Section 8.6 of the Credit Agreement, as amended hereby, upon such resignation the US Majority Lenders may appoint a successor US Swingline Lender. By execution of this Agreement, effective as of the date hereof, (i) the Lenders hereby appoint, and the US Borrower hereby agrees and approves the appointment of, WFF as the successor US Swingline Lender under the Credit Agreement and the other Credit Documents, and (ii) WFF hereby accepts such appointment as successor US Swingline Lender.

(b) Effect of Resignation and Appointment. Each of the parties hereto agrees that, as of the date hereof, (i) WFF, as the New Swingline Lender, shall succeed to, and become vested with, all of the rights, powers, privileges, duties and obligations of the “US Swingline Lender”, (ii) the term “US Swingline Lender “, as used in the Credit Documents, shall mean WFF, in its capacity as New Swingline Lender effective upon its appointment as such on the date hereof, (iii) the rights (except for those rights inuring to Existing Swingline Lender’s benefit pursuant to Sections 9.1(b), (c), and (d) and Section 2.3(h) of the Credit Agreement and those rights that survive resignation of the Existing Swingline Lender and/or termination of the Credit Agreement), powers, privileges, duties and obligations of Xxxxx Fargo, as Existing Swingline Lender, shall, except as set forth in Section 4(c) hereof, be released, discharged and terminated, and (iv) WFF, as New Swingline Lender, shall have no responsibility or liability for any actions taken or omitted to be taken by Xxxxx Fargo, as Existing Swingline Lender. From and after the Effective Date, the New Administrative Agent shall make all payments in respect of US Swingline Advances (including payments of principal, interest, fees and other amounts) to the New Swingline Lender whether such amounts have accrued prior to, on or after the Effective Date. The Existing Swingline Lender and the New Swingline Lender shall make all appropriate adjustments in payments with respect to the US Swingline Advances for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

(c) Further Assurances. The Existing Swingline Lender hereby agrees to execute and deliver to New Swingline Lender, at the Credit Parties’ expense, such additional documents, instruments or releases (all of which shall be in form and substance reasonably satisfactory to the Existing Swingline Lender and the New Swingline Lender) as the US Borrower and/or the New Swingline Lender may reasonably request to further evidence the Existing Swingline Lender’s resignation and the subsequent appointment of the New Swingline Lender.

(d) Assignment. As a supplement to and in no way in limitation of the provisions of the foregoing clauses (a) —(c), Existing Swingline Lender hereby sells and assigns and the New Swingline Lender assumes from the Existing Swingline Lender, all of the Existing Swingline Lender’s rights and obligations under the swing line subfacility provided in the Credit Agreement, including the outstanding US Swingline Advances, if any, on the Effective Date. Such sale and assignment is without recourse to

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the Existing Swingline Lender and, except as expressly provided herein, without representation or warranty by the Existing Swingline Lender.

(e) Protective Provisions. Notwithstanding the foregoing resignation, appointment and assignment and notwithstanding anything herein or in any other Credit Document to the contrary, the Existing Swingline Lender shall have the full benefit of the protective provisions of the Credit Documents and such protective provisions shall continue to inure to Existing Swingline Lender’s benefit as to any actions taken or omitted to be taken by Existing Swingline Lender while it served as US Swingline Lender under the Credit Agreement and the other Credit Documents and New Swingline Lender shall bear no responsibility for any actions taken or omitted to be taken by Existing Swingline Lender while it served as US Swingline Lender under the Credit Agreement and the other Credit Documents or for any other event or action related to the Credit Agreement or the Credit Documents which occurred prior to the effectiveness of this Agreement.

Section 5. Reduction in Commitments. Pursuant to Section 2.1(c) and (d) of the Credit Agreement, the Borrowers hereby ratably reduce the unused US Commitments and the Canadian Commitments of the Lenders in such amounts so that, after giving effect to such reductions, each Lender’s US Commitment and Canadian Commitment, if any, are as set forth on Schedule II attached hereto. Each of the parties hereto waives the 10 Business Days notice required under Section 2.1 of the Credit Agreement for the reductions in the Commitments effected hereby.

Section 6. Amendments to Credit Agreement.

(a) The cover page and table of contents of the Credit Agreement are hereby amended as reflected in the cover page and table of contents set forth in Annex A attached hereto.

(b) Each Article in the Credit Agreement is hereby amended as reflected in Annex A attached hereto.

(c) Schedule I, Schedule II, Schedule III, Schedule 4.1, Schedule 4.10, and Schedule 4.11 to the Credit Agreement are hereby deleted and replaced in their entirety with the corresponding Schedules attached to this Agreement.

(d) The attached new Schedule 4.13(a), Schedule 4.13(c), Schedule 4.13(e), Schedule IV and Schedule 5.2 are added to the Credit Agreement as such corresponding numbered schedules thereto.

(e) Schedule 5.10 to the Credit Agreement is hereby deleted in its entirety.

(f) Exhibit A, Exhibit F, Exhibit G-1, Exhibit G-2, Exhibit H-1 and Exhibit H-2 to the Credit Agreement are hereby deleted and replaced in their entirety with the corresponding Exhibits attached to this Agreement.

Section 7. Amendment to Other Credit Documents. An updated Schedule 1 to the US Security Agreement and updated Schedules 2.02(a), 2.02(b) and 2.02(c) to the US Pledge Agreement are attached hereto and each such schedule shall replace the corresponding schedule to the applicable Security Instrument. Furthermore, (a) each reference to “US Administrative Agent” or “Secured Party” found in the Security Instruments shall be deemed to refer to WFF in its capacity as the US Administrative Agent under the Credit Agreement, and (b) each reference to “US Administrative Agent” found in the US Subsidiary Guaranties shall be deemed to refer to WFF in its capacity as the US Administrative Agent under the Credit Agreement. In addition to any changes to the Security Documents to evidence the assignments effected under Section 3 above, the Majority Lenders hereby consent to any

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changes in such Security Documents effected under the reaffirmations and amendments required under Section 10(a)(iii) below.

Section 8. Borrowers’ Representations and Warranties. Each Borrower represents and warrants that: (a) the representations and warranties contained in the Credit Agreement, as amended hereby, and the representations and warranties contained in the other Credit Documents are true and correct in all material respects on and as of the date hereof as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Borrower and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Documents are valid and subsisting and secure the Borrowers’ obligations under the Credit Documents.

Section 9. Guarantors Representations and Warranties. Each Guarantor represents and warrants that: (a) the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the date hereof as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) no Default has occurred and is continuing under any Credit Document to which such Guarantor is a party; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrowers’ obligations under the Credit Documents.

Section 10. Conditions to Effectiveness. This Agreement shall become effective on the Effective Date in accordance with terms hereof, enforceable against the parties hereto upon the occurrence of the following conditions precedent:

(a) The New Administrative Agent shall have received each of the following:

(i) multiple original counterparts, as requested by the US Administrative Agent, of this Agreement duly and validly executed and delivered by duly authorized officers of the Borrowers, the Guarantors, the Canadian Administrative Agent, the Existing Administrative Agent, the New Administrative Agent, and the Majority Lenders;

(ii) executed Notes for each Lender that had previously received a Note reflecting such Lenders new reduced Commitment effected hereby;

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(iii) reaffirmations and amendments to the Security Documents (including the Security Instruments), together with appropriate UCC-3 financing statements, and such other documents, agreements, or instruments necessary to create, perfect, and maintain an Acceptable Security Interest in the Collateral described in such Security Documents in favor of the New Administrative Agent;

(iv) fully executed fee letter dated October 13, 2009 between WFF and the Borrowers;

(v) a fully completed certificates reflecting the US Borrowing Base and Canadian Borrowing Base to be in effect under the Credit Agreement, as amended hereby, as of the Effective Date and in form and substance reasonably satisfactory to the Applicable Administrative Agent;

(vi) a secretary’s certificate from each Borrower and each Guarantor certifying such Person’s (A) officers’ incumbency, (B) resolutions of such Person’s board of directors or other governing body authorizing its execution, delivery, and performance of this Agreement and the other Credit Documents to which such Person is a party, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;

(vii) certificates of existence and good standing for the US Borrower and each US Subsidiary Guarantor in the state in which it is organized and in each state the failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall be dated a date not earlier than 30 days prior to the date hereof;

(viii) a certificate from an authorized officer of the Company dated as of the Effective Date stating that as of such date (A) all representations and warranties of the Company set forth in this Agreement and in the Credit Agreement, as amended hereby, are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (B) no Default has occurred and is continuing;

(ix) a certificate in form and substance reasonably satisfactory to the New Administrative Agent from a senior financial officer of the Company and each other Credit Party certifying that, before and after giving effect to the initial Borrowings made hereunder, each Credit Party is Solvent (assuming with respect to each Credit Party that is a Guarantor, that the fraudulent conveyance savings language contained in the Guaranty applicable to such Guarantor will be given full effect);

(x) certificates of insurance policies and/or endorsements naming the New Administrative Agent (or Canadian Administrative Agent, as applicable) as additional insured or loss payee, as the case may be, all in form and substance satisfactory to such Administrative Agent;

(xi) a legal opinion of Xxxxx Lord Xxxxxx & Xxxxxxx LLP as counsel to the Credit Parties, in form and substance acceptable to the US Administrative Agent;

(xii) confirmation from Canadian Administrative Agent that it has received (A) if requested by the Canadian Administrative Agent, a legal opinion of solicitors of each Credit Party domiciled in Canada or any province thereof in form and substance reasonably acceptable to the Administrative Agents; (B) if requested by the Canadian Administrative Agent, certificates of existence and good standing for the Canadian Borrower and each other Foreign Credit Party in the jurisdiction in which it is organized, which certificates shall be dated a date not earlier than 30 days prior to the date

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hereof; and (C) such other documents, governmental certificates, agreements, and opinions as the Canadian Administrative Agent may reasonably request; and

(xiii) such other documents, governmental certificates, agreements, and opinions as the US Administrative Agent may reasonably request.

(b) No action, suit, investigation or other proceeding (including, without limitation, the enactment or promulgation of a statute or rule) by or before any arbitrator or any Governmental Authority shall be threatened or pending and no preliminary or permanent injunction or order by a state or federal court shall have been entered (i) in connection with this Agreement or any transaction contemplated hereby or (ii) which, in any case, in the judgment of the New Administrative Agent or the Canadian Administrative Agent, could reasonably be expected to result in a Material Adverse Change.

(c) No event or circumstance that could reasonably be expected to result in a material adverse change in the business, condition (financial or otherwise), prospects, or results of operations of the Company and its Subsidiaries, taken as a whole, shall have occurred since December 31, 2008.

(d) The representations and warranties in this Agreement shall be true and correct and no Default shall have occurred and be continuing.

(e) The New Administrative Agent shall have completed its business, legal, and collateral due diligence, including a collateral audit and review of the US Borrower’s and its Subsidiaries books and records and verification of US Borrower’s representations and warranties to Lender Parties, the results of which shall be satisfactory to New Administrative Agent, the results of which shall be satisfactory to New Administrative Agent.

(f) The New Administrative Agent shall have received an equipment appraisal performed by a valuation firm selected by the New Administrative Agent and including therein the Liquidation Percentage (as defined in Annex A) applicable to the US Borrower’s and its Subsidiaries’ Equipment (as defined in Annex A), in each case, the results of which are satisfactory to the New Administrative Agent.

(g) The New Administrative Agent shall have received the results of all Patriot Act searches and reference checks with respect to the US Borrower’s senior management, the results of which are satisfactory to the New Administrative Agent in its sole discretion.

(h) The New Administrative Agent shall have received a set of projections of the US Borrower through 2010 in form and substance (including as to scope and underlying assumptions) satisfactory to New Administrative Agent.

(i) The New Administrative Agent shall have received evidence that, after giving effect to the payment of all fees and expenses required to be paid by the Borrowers on the Effective Date in connection with this Agreement and the other Credit Documents, the amount equal to (A) Excess Availability Amount (as defined in Annex A) plus (B) the Qualified Cash Amount (as defined in Annex A) minus (C) the aggregate amount, if any, of all trade payables of the US Borrower and its Domestic Subsidiaries aged in excess of historical levels with respect thereto and all book overdrafts of the US Borrower and its Domestic Subsidiaries in excess of historical practices with respect thereto, in each case as determined by US Administrative Agent in its Permitted Discretion (as defined in Annex A), is not less than $65,000,000; and

(j) The Borrowers shall have paid (i) the fees required to be paid under that certain fee letter dated October 13, 2009 among the Borrowers and WFF, (ii) all fees and expenses of the US

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Administrative Agent’s outside legal counsel and other consultants pursuant to all invoices presented for payment on or prior to the Effective Date, (iii) to the New Administrative Agent, for the account of each US Lender executing this Agreement on or prior to 5:00 pm (central), October 13, 2009, an amendment fee equal to 0.50% times such US Lender’s US Commitment set forth in Schedule II attached hereto, and (iv) to the Canadian Administrative Agent, for the account of each Canadian Lender, an amendment fee equal to 0.50% times such Canadian Lender’s Canadian Commitment set forth in Schedule II.

Section 11. Acknowledgments and Agreements.

(a) Each Borrower acknowledges that on the date hereof all outstanding Obligations are payable in accordance with their terms and each Borrower waives any defense, offset, counterclaim or recoupment with respect thereto.

(b) Each Borrower, each Guarantor, each Administrative Agent, each Swing Line Lender, each Issuing Lender and each Lender does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrowers and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement.

(c) From and after the Effective Date, all references to the Credit Agreement and the Credit Documents shall mean the Credit Agreement and such Credit Documents as amended by this Agreement.

(d) This Agreement is a Credit Document for the purposes of the provisions of the other Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Section 12. Reaffirmation of the Guaranty. Each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under the Guaranty are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guaranteed Obligations (as defined in the Guaranty), as such Guaranteed Obligations may have been amended by this Agreement, and its execution and delivery of this Agreement does not indicate or establish an approval or consent requirement by such Guarantor under the Guaranty in connection with the execution and delivery of amendments, consents or waivers to the Credit Agreement, the Notes or any of the other Credit Documents.

Section 13. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which, taken together, constitute a single instrument. This Agreement may be executed by facsimile signature and all such signatures shall be effective as originals.

Section 14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted pursuant to the Credit Agreement.

Section 15. Invalidity. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.

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Section 16. Governing Law. This Agreement shall be deemed to be a contract made under and shall be governed by and construed in accordance with the laws of the State of Texas.

Section 17. Entire Agreement. THIS AGREEMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS AGREEMENT, THE NOTES, AND THE OTHER CREDIT DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[The remainder of this page has been left blank intentionally.]

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EXECUTED to be effective as of the Effective Date.


BORROWERS: COMPLETE PRODUCTION SERVICES, INC.
By:	/s/ XXXX X. XXXXXXX
	Name:	XXXX X. XXXXXXX
	Title:	VICE PRESIDENT


INTEGRATED PRODUCTION SERVICES LTD.
By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President, Finance


GUARANTORS: COMPLETE ENERGY, LLC A&W WATER SERVICE, INC. CES ROCKIES, INC. CES MID-CONTINENT XXXX, LLC GUARD DRILLING MUD DISPOSAL, INC. XXXX & XXXXXXXX SERVICE COMPANY, INC. XXXX MANAGEMENT CO. XXXXXX ENTERPRISES, INC. INTEGRATED PRODUCTION SERVICES, INC. LEED TOOL CORPORATION MONUMENT WELL SERVICE CO. OIL TOOL RENTALS, CO. R&W RENTAL, INC. STRIDE WELL SERVICE COMPANY, INC. MGM WELL SERVICES, INC. ROUSTABOUT SPECIALTIES, INC. SERVICIOS HOLDINGS I, INC. SERVICIOS HOLDINGS II, INC. XXXXXX ENERGY SERVICES, LLC XXXXXX ENERGY SWD, LLC XXXX XXXXX WELL SERVICE, LLC FEMCO SWD, INC. PUMPCO ENERGY SERVICES, INC. TEXAS CES, INC. CES SWD TEXAS, INC. ALLIANCE ENERGY SERVICE CO. LLC I.E. XXXXXX SERVICES, INC. AWS, INC.


Each by:	/s/ X.X. XXXXXXX
	Name:	X.X. XXXXXXX
	Title:	VICE PRESIDENT


SWEETWATER PRODUCED WATER DISPOSAL, LLC
By:	Xxxxxx Enterprises, Inc.
	its sole member

By:	/s/ X.X. XXXXXXX III
	Name:	X.X. XXXXXXX III
	Title:	VICE PRESIDENT

GREASEWOOD, LLC
By:	Xxxxxx Enterprises, Inc.,
	its managing member


By:	/s/ X.X. XXXXXXX III
	Name:	X.X. XXXXXXX III
	Title:	VICE PRESIDENT

BIG MAC TANK TRUCKS, LLC
By:	CES Mid-Continent Xxxx, LLC, its sole member

By:	/s/ X.X. XXXXXXX III
	Name:	X.X. XXXXXXX III
	Title:	VICE PRESIDENT

FUGO SERVICES, LLC
By:	CES Mid-Continent Xxxx, LLC, its sole member

By:	/s/ X.X. XXXXXXX III
	Name:	X.X. XXXXXXX III
	Title:	VICE PRESIDENT


XXXXXXX ENERGY SERVICES CORPORATION
By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	CFO, Director

INTEGRATED PRODUCTION SERVICES PARTNERSHIP
By:	Integrated Production Services Ltd., its managing partner

By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	CFO

IPS MANUFACTURING LIMITED
By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	CFO, Director

PEMAC PTE LTD
By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Director

PREMIER ESTATE PRIVATE LIMITED
By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Director


PREMIER INTEGRATED TECHNOLOGIES LTD.
By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	CFO, Director

PREMIER SEA & LAND LIMITED
By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Director


PREMIER SEA & LAND PTE LTD
By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Director


ADMINISTRATIVE AGENT AND LENDERS: XXXXX FARGO BANK, NATIONAL ASSOCIATION as Existing Administrative Agent, Existing Swing Line Lender, and Existing Issuing Lender
By:	/s/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Assistant Vice President

XXXXX FARGO FOOTHILL, LLC as New Administrative Agent, New Swing Line Lender, New Issuing Lender and a US Lender
By:	/s/ Xxxxx X. Xxxxx
	Xxxxx X. Xxxxx
	Vice President


HSBC BANK CANADA as Canadian Administrative Agent, Canadian Swingline Lender, Canadian Issuing Lender and a Canadian Lender
By:	/s/ Xxxxxxx Xxxxxx
	Name:	XXXXXXX XXXXXX
	Title:	ACCOUNT MANAGER ENERGY FINANCING

By:	/s/ Xxxxx Xxxx
	Name:	XXXXX XXXX
	Title:	Assistant Vice President Energy Financing


AMEGY BANK N.A. as a US Lender
By:	/s/ Xxxxxxxx X. Xxxxx
	Name:	Xxxxxxxx X. Xxxxx
	Title:	Vice President


COMERICA BANK as a US Lender
By:	/s/ Xxx Xxxxxxxxxx
	Name:	Xxx Xxxxxxxxxx
	Title:	Vice President Texas Division


UBS LOAN FINANCE LLC as a US Lender
By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx
	Title:	Associate Director

By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Associate Director


CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a US Lender
By:	/s/ Xxxxxxx Xxxxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxxxx
	Title:	Vice President

By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Associate


CITIBANK, N.A. as a US Lender
By:	/s/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Relationship Manager GEID 0000000000 Citibank, N.A.


NATIXIS as a US Lender
By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxx
	Title:	Director

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Senior Managing Director


BANK OF TEXAS, N.A. as a US Lender
By:	/s/ Xxxxxx Xxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxx
	Title:	SVP


JPMORGAN CHASE BANK, N.A. as a US Lender
By:	/s/ J. Xxxxx Xxxx
	Name:	J. Xxxxx Xxxx
	Title:	Vice President


BANK OF AMERICA, N.A. as a US Lender
By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	EVP

SCHEDULE II

Commitments


Lenders	US Commitment		Canadian Commitment
Xxxxx Fargo Foothill, LLC	$	50,000,000	$	0
XXXX Xxxx Xxxxxx	$	0	$	15,000,000
Amegy Bank N.A.	$	37,500,000	$	0
Comerica Bank	$	31,250,000	$	0
UBS Loan Finance LLC	$	6,250,000	$	0
Credit Suisse, Cayman Islands Branch	$	3,125,000	$	0
Citibank, N.A.	$	18,750,000	$	0
Natixis	$	12,500,000	$	0
Bank of Texas, N.A.	$	9,375,000	$	0
JPMorgan Chase Bank, N.A.	$	31,250,000	$	0
Bank of America, N.A.	$	25,000,000	$	0
TOTAL:	$	225,000,000	$	15,000,000

ANNEX A TO THIRD AMENDMENT

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of December 6, 2006

Among

COMPLETE PRODUCTION SERVICES, INC.
as US Borrower,

INTEGRATED PRODUCTION SERVICES LTD.
as Canadian Borrower,

XXXXX FARGO FOOTHILL, LLC
as US Administrative Agent, US Issuing Lender and US Swingline Lender,

HSBC BANK CANADA,
as Canadian Administrative Agent, Canadian Issuing Lender and Canadian Swingline Lender,

and

THE LENDERS PARTY HERETO FROM TIME TO TIME
as Lenders

$240,000,000

XXXXX FARGO FOOTHILL, LLC
as Lead Arranger

Amegy Bank N.A. and Comerica Bank
as Co-Documentation Agents

Table of Contents


		Page

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS			1

Section 1.1	Certain Defined Terms		1
Section 1.2	Computation of Time Periods		35
Section 1.3	Accounting Terms; Changes in GAAP		35
Section 1.4	Classes and Types of Advances		36
Section 1.5	Other Interpretive Provisions		36
Section 1.6	Exchange Rates; Currency Equivalents		37
Section 1.7	Agreed Currencies		37
Section 1.8	Change of Currency		38
Section 1.9	Several Obligations of Borrowers		38

ARTICLE II CREDIT FACILITIES			38

Section 2.1	Commitments.		38
Section 2.2	Evidence of Indebtedness		42
Section 2.3	Letters of Credit		43
Section 2.4	Swingline Advances		50
Section 2.5	Bankers’ Acceptances		53
Section 2.6	Borrowings; Procedures and Limitations		55
Section 2.7	Prepayments; Defeasance		61
Section 2.8	Repayment		64
Section 2.9	Fees		64
Section 2.10	Interest		65
Section 2.11	Illegality		66
Section 2.12	Breakage Costs		67
Section 2.13	Increased Costs		67
Section 2.14	Payments and Computations		69
Section 2.15	Taxes		72
Section 2.16	Replacement of Lenders		74
Section 2.17	Settlement		75
Section 2.18	Method of Payment		76
Section 2.19	Crediting Payments		77
Section 2.20	Designated Account		77
Section 2.21	Maintenance of Loan Account; Statements of Obligations		77
Section 2.22	Optional Overadvances		77

ARTICLE III CONDITIONS PRECEDENT			78

Section 3.1	Conditions Precedent to Effectiveness		78
Section 3.2	Conditions Precedent to Each Credit Extension		80
Section 3.3	Determinations Under Sections 3.1 and 3.2		81

ARTICLE IV REPRESENTATIONS AND WARRANTIES			81

Section 4.1	Organization		81
Section 4.2	Authorization		81
Section 4.3	Enforceability		82
Section 4.4	Financial Condition		82
Section 4.5	Ownership and Liens; Real Property		82
Section 4.6	True and Complete Disclosure		82
Section 4.7	Litigation		83
Section 4.8	Compliance with Agreements		83
Section 4.9	Pension Plans		83

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Table of Contents
(continued)


Section 4.10	Environmental Condition	84
Section 4.11	Subsidiaries	84
Section 4.12	Investment Company Act	84
Section 4.13	Collateral Issues	84
Section 4.14	Taxes	85
Section 4.15	Permits, Licenses, etc	86
Section 4.16	Use of Proceeds	86
Section 4.17	Condition of Property; Casualties	86
Section 4.18	Insurance	86
Section 4.19	Labor Agreements	86
Section 4.20	OFAC	86
Section 4.21	Patriot Act	86

ARTICLE V AFFIRMATIVE COVENANTS		87

Section 5.1	Organization	87
Section 5.2	Reporting	87
Section 5.3	Insurance	89
Section 5.4	Compliance with Laws	90
Section 5.5	Taxes	90
Section 5.6	Additional Guarantors	90
Section 5.7	Security	91
Section 5.8	Records; Inspection	91
Section 5.9	Maintenance of Property	91
Section 5.10	Location of Equipment; Collateral Access Agreements	92
Section 5.11	Material Real Properties	92

ARTICLE VI NEGATIVE COVENANTS		92

Section 6.1	Debt	92
Section 6.2	Liens	93
Section 6.3	Investments	94
Section 6.4	Acquisitions	95
Section 6.5	Agreements Restricting Liens; Negative Pledge	95
Section 6.6	Use of Proceeds; Use of Letters of Credit	96
Section 6.7	Corporate Actions	96
Section 6.8	Sale of Assets	96
Section 6.9	Restricted Payments	97
Section 6.10	Affiliate Transactions	97
Section 6.11	Line of Business	98
Section 6.12	Hazardous Materials	98
Section 6.13	Compliance with ERISA	98
Section 6.14	Sale and Leaseback Transactions	98
Section 6.15	Controlled Investments	99
Section 6.16	Limitation on Hedging	99
Section 6.17	Capital Expenditures	99
Section 6.18	Fixed Charge Coverage Ratio	99
Section 6.19	Amendment of Permitted Subordinated Debt Terms	99
Section 6.20	Non-Guarantor Subsidiaries and Minority Investments	100
Section 6.21	Post-Closing Requirements	100

ARTICLE VII DEFAULT AND REMEDIES		100

Table of Contents
(continued)


Section 7.1	Events of Default	100
Section 7.2	Optional Acceleration of Maturity	102
Section 7.3	Automatic Acceleration of Maturity	102
Section 7.4	Set-off	103
Section 7.5	Remedies Cumulative, No Waiver	103
Section 7.6	Application of Payments	104
Section 7.7	Currency Conversion After Maturity	106
Section 7.8	Effect of Maturity	106

ARTICLE VIII THE ADMINISTRATIVE AGENTS AND ISSUING LENDERS		106

Section 8.1	Appointment and Authority	106
Section 8.2	Rights as a Lender	106
Section 8.3	Exculpatory Provisions	107
Section 8.4	Reliance by Administrative Agent	107
Section 8.5	Delegation of Duties	108
Section 8.6	Resignation of Administrative Agent, Swingline Lender or Issuing Lender	108
Section 8.7	Non-Reliance on Administrative Agent and Other Lenders	109
Section 8.8	No Other Duties, etc	109
Section 8.9	Collateral Matters	109
Section 8.10	Marshaling Rights of Lender Parties; Allocation of Losses	109
Section 8.11	Agency for Perfection	110
Section 8.12	Audits and Examination Reports; Confidentiality; Disclaimers by
	Lenders; Other Reports and Information	110

ARTICLE IX MISCELLANEOUS		110

Section 9.1	Expenses; Indemnity; Damage Waiver	110
Section 9.2	Waivers and Amendments	112
Section 9.3	Severability	113
Section 9.4	Survival of Representations and Obligations	113
Section 9.5	Successors and Assigns Generally	113
Section 9.6	Lender Assignments and Participations	113
Section 9.7	Notices, Etc	115
Section 9.8	Confidentiality	116
Section 9.9	Business Loans	117
Section 9.10	Usury Not Intended	117
Section 9.11	Usury Recapture	118
Section 9.12	Judgment Currency	118
Section 9.13	Payments Set Aside	119
Section 9.14	Governing Law; Submission to Jurisdiction	119
Section 9.15	Execution and Effectiveness	120
Section 9.16	Waiver of Jury	120
Section 9.17	USA PATRIOT ACT Notice	120
Section 9.18	Termination for Departing Lenders	120
Section 9.19	Third Party Secured Parties	121
Section 9.20	Cure of Defaulting Lender	121

iii

Table of Contents
(continued)


EXHIBITS:

Exhibit A	—	Assignment and Assumption
Exhibit B	—	Canadian Guaranty
Exhibit C	—	INTENTIONALLY OMITTED
Exhibit D	—	INTENTIONALLY OMITTED
Exhibit E	—	Canadian Security Agreement
Exhibit F	—	Compliance Certificate
Exhibit G-1	—	Notice of Borrowing (US Facility)
Exhibit G-2	—	Notice of Borrowing (Canadian Facility)
Exhibit H-1	—	Notice of Conversion or Continuance (US Facility)
Exhibit H-2	—	Notice of Conversion or Continuance (Canadian Facility)
Exhibit I	—	US Mortgage
Exhibit J	—	US Pledge Agreement
Exhibit K	—	US Security Agreement
Exhibit L	—	US Subsidiary Guaranty

SCHEDULES:

Schedule I	—	Designated Account and US Administrative Agent’s Account
Schedule II	—	Commitments
Schedule III	—	Notice Information
Schedule 4.1	—	Organizational Information
Schedule 4.10	—	Environmental
Schedule 4.11	—	Subsidiaries
Schedule 4.13(a)	—	Intellectual Property
Schedule 4.13(c)	—	Deposit Accounts / Securities Accounts
Schedule 4.13(e)	—	Locations of Collateral
Schedule 4.19	—	Labor Agreements
Schedule 5.2	—	Collateral Reports
Schedule 5.11	—	Owned Real Property Requirements
Schedule 6.1	—	Existing Debt
Schedule 6.2	—	Permitted Liens
Schedule 6.3	—	Permitted Investments

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 6, 2006 (as it may be further amended, supplemented, restated and otherwise modified from time to time, the “Agreement”) is among (a) Complete Production Services, Inc., a Delaware corporation (“US Borrower” or the “Company”), (b) Integrated Production Services Ltd., a corporation governed by the laws of Alberta, Canada (“Canadian Borrower”; together with the US Borrower, the “Borrowers”), (c) the Lenders (as defined below), (d) Xxxxx Fargo Foothill, LLC, a Delaware limited liability company as US Swingline Lender (as defined below), US Issuing Lender (as defined below), and as US Administrative Agent (as defined below) for the Lenders, and (e) HSBC Bank Canada as Canadian Swingline Lender (as defined below), Canadian Issuing Lender (as defined below), and as Canadian Administrative Agent (as defined below) for the Lenders.

RECITALS

A. The Borrowers, the US Administrative Agent, the US Issuing Lender, the US Swingline Lender, the Canadian Administrative Agent, the Canadian Issuing Lender, the Canadian Swingline Lender and the lenders party thereto, including certain of the Lenders (the “Existing Lenders”) have previously executed and delivered that certain Amended and Restated Credit Agreement dated as of March 29, 2006 (the “Restated Agreement”).

B. The Borrowers, the US Administrative Agent, the US Issuing Lender, the US Swingline Lender, the Canadian Administrative Agent, the Canadian Issuing Lender, the Canadian Swingline Lender and certain of the Existing Lenders together with the other Lenders desire to amend and restate (but not extinguish) the Restated Agreement in its entirety as hereinafter set forth through the execution of this Agreement.

C. It is the intention of the parties hereto that this Agreement is an amendment and restatement of the Restated Agreement, not a new or substitute credit agreement or novation of the Restated Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Borrowers, the US Administrative Agent, the US Issuing Lender, the US Swingline Lender, the Canadian Administrative Agent, the Canadian Issuing Lender, the Canadian Swingline Lender and the Lenders, (i) do hereby agree that the Restated Agreement is amended and restated (but not substituted or extinguished) in its entirety as set forth herein, and (ii) do hereby further agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

Section 1.1 Certain Defined Terms. As used in this Agreement, the defined terms set forth in the recitals above shall have the meanings set forth above and the following terms shall have the following meanings (unless otherwise indicated, such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“3-Month LIBOR” means, for any day, the rate of interest equal to the Eurocurrency Rate then in effect for delivery for a three (3) month period.

“Acceptable Security Interest” means a security interest which (a) exists in favor of the Applicable Administrative Agent for its benefit and the ratable benefit of the applicable Secured Parties, (b) is

superior to all other security interests (other than the Permitted Liens), (c) secures the Obligations or the Canadian Obligations, as applicable, (d) is perfected other than with respect to equipment the ownership of which is evidenced by a certificate of title, and (e) enforceable against the Credit Party which created such security interest.

“Acceptance Fee” means a fee payable in Canadian Dollars by the Canadian Borrower to the Canadian Administrative Agent for the account of a Canadian Lender with respect to the acceptance of a B/A or the making of a B/A Equivalent Advance on the date of such acceptance or loan, calculated on the face amount of the B/A or the B/A Equivalent Advance at the rate per annum applicable on such date as set forth in the column labeled “Eurocurrency Advances/BA Margin” in the definition of “Applicable Margin” on the basis of the number of days in the applicable Contract Period (including the date of acceptance and excluding the date of maturity) and a year of 365 days (it being agreed that the rate per annum applicable to any B/A Equivalent Advance is equivalent to the rate per annum otherwise applicable to the discount relating to the Bankers’ Acceptance which has been replaced by the making of such B/A Equivalent Advance pursuant to Section 2.5).

“Account” means an account (as that term is defined in the UCC).

“Account Debtor” means any Person who is obligated on an Account, chattel paper, or a general intangible.

“Acquisition” means the purchase by the Company or any of its Subsidiaries of any business, including the purchase of associated assets or operations or the Equity Interests of a Person.

“Adjusted Base Rate” means, for any day, the fluctuating rate per annum of interest equal to the greatest of (a) the Prime Rate in effect on such day,(b) the Federal Funds Rate in effect on such day plus 0.5%, (c) a rate determined by the US Administrative Agent to be the 3-Month LIBOR plus 1.0% and (d) 3.50%. Any change in the Adjusted Base Rate due to a change in the Prime Rate, 3-Month LIBOR or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate, 3-Month LIBOR or the Federal Funds Rate.

“Administrative Agent” means US Administrative Agent or Canadian Administrative Agent.

“Administrative Agent’s Office” means, with respect to any currency, the Applicable Administrative Agent’s address and, as appropriate, account as set forth on Schedule III, or such other address or account with respect to such currency as the Applicable Administrative Agent may from time to time notify to the Applicable Borrower and the US Lenders or Canadian Lenders, as applicable.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Applicable Administrative Agent.

“Advance” means (a) a US Advance, (b) a Canadian Advance, (c) a US Swingline Advance, and (d) a Canadian Swingline Advance.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreed Currency” means, subject to Section 1.7 and Section 1.8, (a) Dollars and (b) any other Eligible Currency approved in accordance with Section 1.7. Any amendment to this definition of “Agreed Currency” shall require the consent of all US Lenders.

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“Applicable Administrative Agent” means (a) the US Administrative Agent, with respect to the US Facility, US Security Documents, or US Collateral, and (b) the Canadian Administrative Agent, with respect to the Canadian Facility, Canadian Security Documents, or the Canadian Collateral.

“Applicable Borrower” means (a) the US Borrower, with respect to the US Facility, and (b) the Canadian Borrower, with respect to the Canadian Facility.

“Applicable Issuing Lender” means (a) the US Issuing Lender or an Underlying Issuer, with respect to US Letters of Credit, and (b) Canadian Issuing Lender, with respect to the Canadian Letters of Credit.

“Applicable Margin” means, with respect to each Type of Advance, and the Letters of Credit, the rate per annum set forth in the pricing grid below for the relevant Type of such Advance based on the relevant Excess Availability Level applicable at such time. The Applicable Margin for any Advance shall change when and as the relevant Excess Availability Level changes. Notwithstanding the Excess Availability Level, (a) Level II shall apply for the period from the Third Amendment Effective Date to the six month anniversary date thereof, and (b) Level III shall apply during the existence and continuance of any Event of Default. If for any reason Excess Availability Amount shall be calculated improperly, due to inaccurate reporting or otherwise, and the Applicable Margin applied during any period is less than the Applicable Margin that should have been applied, then the applicable Borrower shall promptly pay to the Applicable Administrative Agent any additional interest that should have accrued during such period. The foregoing shall survive any termination of this Agreement.


		Applicable Margin
					Eurocurrency
					Advances / BA
Level	Excess Availability Amount	Base Rate Advances			Margin
I	Greater than or equal to $150,000,000		3.75	%		3.75	%
II	Less than $150,000,000 but greater than or equal to $75,000,000		4.00	%		4.00	%
III	Less than $75,000,000		4.25	%		4.25	%

“Applicable Percentage” means:

(a) with respect to the US Facility and any US Lender, (i) the ratio (expressed as a percentage) of such Lender’s US Commitment at such time to the aggregate US Commitments of the US Lenders at such time or (ii) if the US Commitments have been terminated or expired, the ratio (expressed as a percentage) of such US Lender’s aggregate outstanding US Advances at such time to the total aggregate outstanding US Advances at such time;

(b) with respect to the Canadian Facility and any Canadian Lender, (i) the ratio (expressed as a percentage) of such Canadian Lender’s Canadian Commitment at such time to the aggregate Canadian Commitments of the Canadian Lenders at such time or (ii) if the Canadian Commitments have been terminated or expired, the ratio (expressed as a percentage) of such Canadian Lender’s aggregate outstanding Canadian Advances at such time to the total aggregate outstanding Canadian Advances at such time; and

(c) with respect to the Facilities as a whole and to any Lender, (i) the ratio (expressed as a percentage) of such Lender’s Commitments at such time to the aggregate Commitments of the Lenders at such time or (ii) if the Commitments have been terminated or expired, the ratio (expressed as a

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percentage) of such Lender’s aggregate outstanding Advances at such time to the total aggregate outstanding Advances at such time.

“Applicable Swingline Lender” means US Swingline Lender, with respect to US Swingline Advances, or Canadian Swingline Lender, with respect to Canadian Swingline Advances.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an assignment and assumption executed by a Lender and an Eligible Assignee and accepted by the US Administrative Agent, and if under the Canadian Facility, also accepted by the Canadian Administrative Agent, in substantially the form set forth in Exhibit A.

“Base Rate Advance” means a US Advance or a Canadian Advance denominated in Dollars which bears interest based upon the Adjusted Base Rate or the Canadian Base Rate, respectively.

“B/A Advance” means a B/A accepted and purchased by a Canadian Lender pursuant to Section 2.5 or a B/A Equivalent Advance made by a Canadian Lender pursuant to Section 2.5. For greater certainty, all provisions of this Agreement that are applicable to Bankers’ Acceptances are also applicable, mutatis mutandis, to B/A Equivalent Advances.

“B/A Equivalent Advance” shall have the meaning assigned to such term in Section 2.5.

“B/A Borrowing” means a Borrowing comprised of one or more Bankers’ Acceptances or, as applicable, B/A Equivalent Advance, as to which a single Contract Period is in effect.

“Bankers’ Acceptance” and “B/A” means a non-interest bearing xxxx of exchange denominated in Canadian Dollars, drawn by the Canadian Borrower, and accepted by a Canadian Lender in accordance with this Agreement, and shall include a depository xxxx within the meaning of the Depository Bills and Notes Act (Canada) and a xxxx of exchange within the meaning of the Bills of Exchange Act (Canada).

“Block Amount” means (a) with respect to the US Facility, $11,250,000 and (b) with respect to the Canadian Facility, $1,250,000. Notwithstanding anything herein to the contrary, (i) no direct or indirect changes to this definition of “Block Amount” may be made to the extent and only to the extent that any such change results in more credit being made available to the Canadian Borrower based upon the Credit Amount, without the consent of the Canadian Majority Lenders and the Canadian Administrative Agent and (ii) no direct or indirect changes to this definition of “Block Amount” may be made to the extent and only to the extent that any such change results in more credit being made available to the US Borrower based upon the Credit Amount, without the consent of the US Majority Lenders and the US Administrative Agent.

“Bond Issuance” means the issuance by the US Borrower of up to $650,000,000 of Debt, which Debt (a) shall have (i) a scheduled maturity date that is no earlier than December 6, 2016, (ii) maintenance and financial covenants and restrictions that are no more restrictive in any material respect than those set forth in this Agreement and the other Credit Documents as determined by the US Administrative Agent, (iii) no restriction on the ability of the US Borrower or any of its Subsidiaries to amend, modify or otherwise supplement this Agreement or the other Credit Documents, (iv) no Lien securing such Debt, (v) no restriction on the ability of the US Borrower or any of its Subsidiaries to guarantee the Obligations or

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pledge assets as collateral security for the Obligations, and (vi) a bullet repayment and not provide for scheduled amortization or mandatory prepayments (other than amortization resulting from any mandatory prepayments required in respect of such Debt in connection with the occurrence of an event of default under such Debt, a change of control of the issuer (including a disposition of all or substantially all of the assets of the US Borrower and its Subsidiaries, a liquidation or dissolution of the US Borrower, or any event constituting a Change of Control (as defined herein) or an asset sale by the issuer or a Subsidiary thereof), (b) shall not otherwise cause the occurrence of a Default or Event of Default after giving effect to the issuance of such Debt, and (c) may be guaranteed by the Subsidiaries of the US Borrower, provided that no Lien secures such guarantees and such Subsidiaries are Obligors.

“Borrowing” means a US Borrowing, Canadian Borrowing, or a B/A Borrowing.

“Borrowing Base Certificate” means, as applicable, the US Borrowing Base Certificate or the Canadian Borrowing Base Certificate.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Legal Requirements of, or are in fact closed in, the state where the US Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and:

(a) if such day relates to any interest rate settings as to a Eurocurrency Advance denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Advance, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Advance, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

(b) if such day relates to any interest rate settings as to a Eurocurrency Advance denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Advance, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Advance, means a TARGET Day;

(c) if such day relates to any interest rate settings as to a Eurocurrency Advance denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency;

(d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency Advance denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Advance (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency; and

(e) if such day also relates to any fundings, disbursements, settlements and payments under the Canadian Facility, means any such day on which banks are not required or authorized by law to close in Xxxxxxx, Xxxxxxx Xxxxxx xxx Xxxxxxx, Xxxxxx.

“Canadian Administrative Agent” means HSBC in its capacity as agent for the Canadian Lenders pursuant to Article VIII and any successor agent pursuant to Section 8.6; provided that the Canadian Administrative Agent shall at all times be a Canadian resident for purposes of the ITA.

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“Canadian Advance” means (a) an advance by a Canadian Lender to the Canadian Borrower as a part of a Borrowing pursuant to Section 2.1 and refers to either a Canadian Base Rate Advance or a Eurocurrency Advance, and (b) a B/A accepted and purchased by a Canadian Lender pursuant to Section 2.5 and B/A Equivalent Advances made by a Canadian Lender pursuant to Section 2.5.

“Canadian Base Rate” means, on any day:

(a) for Canadian Advances and Canadian Swingline Advances denominated in Canadian Dollars, the rate per annum equal to the greatest of (i) the annual rate of interest announced from time to time by the Canadian Administrative Agent as its prime rate in effect at its principal office in Toronto, Ontario on such day for determining interest rates on Canadian Dollar denominated commercial loans made in Canada; (ii) the annual rate of interest equal to the sum of (A) the CDOR Rate in effect on such day and (B) 1% and (iii) 3.50%, and

(b) for Canadian Advances and Canadian Swingline Advances denominated in Dollars, the rate per annum equal to the greatest of (i) the annual rate of interest announced from time to time by the Canadian Administrative Agent as its base rate in effect at its principal office in Toronto, Ontario on such day for determining interest rates on Dollar denominated commercial loans made in Canada, (ii) the Federal Funds Rate in effect on such day plus ¹/2 of 1%, and (iii) 3.50%. Each change in the Canadian Base Rate shall be effective on the date such change is publicly announced as being effective.

“Canadian Base Rate Advance” means Canadian Base Rate (C$) Advance or Canadian Base Rate (US$) Advance.

“Canadian Base Rate (C$) Advance” means a Canadian Advance in Canadian Dollars that bears interest as provided in part (a) of the definition of Canadian Base Rate.

“Canadian Base Rate (US$) Advance” means a Canadian Advance in Dollars that bears interest as provided in part (b) of the definition of Canadian Base Rate.

“Canadian Benefit Plans” means all employee benefit plans of any nature or kind whatsoever that are not Canadian Pension Plans and are maintained or contributed to by the US Borrower or any of the Canadian Subsidiaries, in each case covering employees in Canada.

“Canadian Borrowing” means a borrowing consisting of simultaneous Canadian Advances of the same Type made by the Canadian Lenders pursuant to Section 2.1.

“Canadian Borrowing Base” means, as of any date of determination, the result of:

(a) 80% of the amount of Canadian Eligible Billed Accounts; plus

(b) if the Canadian Borrower has requested credit for Equipment under the Canadian Borrowing Base, the lesser of (i) $15,000,000, and (ii) 80% times the most recently determined Net Liquidation Percentage times the value (calculated on a basis consistent with US Borrower’s historical accounting practices) of US Borrower’s and the US Subsidiary Guarantors’ Equipment; minus

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Notwithstanding anything herein to the contrary, no direct or indirect changes to this definition of “Canadian Borrowing Base” may be made (including any changes to the defined terms used in this definition), to the extent and only to the extent that any such change results in more credit being made available to Canadian Borrower based upon the Canadian Borrowing Base, without the consent of all Canadian Lenders.

“Canadian Borrowing Base Certificate” means a certificate setting forth a detailed calculation of the Canadian Borrowing Base in form and with details reasonably satisfactory to the Canadian Administrative Agent.

“Canadian Cash Collateral Account” means a special cash collateral account pledged to the Canadian Administrative Agent containing cash deposited pursuant to the terms hereof to be maintained with the Administrative Agent in accordance with Section 2.3.

“Canadian Collateral” means (a) all “Collateral”, “Pledged Collateral”, “Pledged Accounts” and “Mortgaged Property” (as defined in each of the Canadian Mortgages and the Canadian Security Agreements, as applicable) or similar terms used in the Canadian Security Documents, and (b) all amounts contained in the Canadian Borrower’s and Foreign Subsidiaries’ bank accounts.

“Canadian Commitment” means, for each Canadian Lender, the obligation of such Lender to advance to Canadian Borrower the amount set opposite such Lender’s name on Schedule II as its Canadian Commitment, or if such Lender has entered into any Assignment and Assumption, set forth for such Lender as its Canadian Commitment in the applicable Register, as such amount may be reduced, increased or reallocated pursuant to Section 2.1; provided that, after the Maturity Date, the Canadian Commitment for each Lender shall be zero; and provided further that, the aggregate Canadian Commitments shall not exceed $25,000,000 at any time without the consent of the US Administrative Agent and shall not exceed $75,000,000 at any time without the consent of the US Administrative Agent and the US Majority Lenders.

“Canadian Commitment Fee” means the fees required under Section 2.9(b).

“Canadian Dollars” and “C$” means the lawful money of Canada.

“Canadian Dollar Equivalent” shall mean, on any date of determination, with respect to any amount in Dollars, the equivalent in Canadian Dollars of such amount, determined by the Canadian Administrative Agent using the Exchange Rate then in effect.

“Canadian Eligible Billed Accounts” means the Eligible Accounts of the Canadian Borrower and each Canadian Subsidiary of the Canadian Borrower that is a Guarantor with respect to which (i) the goods giving rise to such Account have been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have been performed and billed to the Account Debtor.

“Canadian Equipment Credit Amount” means, if the Canadian Borrower has requested credit for Equipment under the Canadian Borrowing Base, the amount of credit given to the Canadian Borrowing Base under clause (b) of the definition of “Canadian Borrowing Base.”

“Canadian Facility” means, collectively, (a) the revolving credit facility described in Section 2.1(b) and Section 2.5, (b) the discretionary swing line subfacility provided by the Canadian Swingline Lender described in Section 2.4 and (c) the letter of credit subfacility provided by the Canadian Issuing Lender described in Section 2.3.

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“Canadian Guaranty” means, individually and collectively, the guarantees, substantially in the form of Exhibit B or such other form reasonably acceptable to the Guarantor executing such and the Administrative Agents, and made by the Company or a Foreign Subsidiary Guarantor in favor of the Canadian Administrative Agent for the benefit of the Canadian Secured Parties.

“Canadian Issuing Lender” means HSBC, in its capacity as the Canadian Lender that issues Canadian Letters of Credit pursuant to the terms of this Agreement.

“Canadian Lender Party” has the meaning set forth in Section 2.15(f).

“Canadian Lenders” means Lenders having a Canadian Commitment or if such Canadian Commitments have been terminated, Lenders that are owed Canadian Advances. Each Canadian Lender at all times shall be a Canadian Resident Lender and shall be a Schedule I Bank, a Schedule II Bank or a Schedule III Bank.

“Canadian Letter of Credit” means any standby or commercial letter of credit issued by the Canadian Issuing Lender for the account of the Canadian Borrower or any Guarantor pursuant to the terms of this Agreement, in such form as may be agreed by the Canadian Borrower and the Canadian Issuing Lender.

“Canadian Letter of Credit Application” means the Canadian Issuing Lender’s standard form letter of credit application for standby or commercial letters of credit which has been executed by the Canadian Borrower and accepted by the Canadian Issuing Lender in connection with the issuance of a Canadian Letter of Credit.

“Canadian Letter of Credit Documents” means all Canadian Letters of Credit, Canadian Letter of Credit Applications and amendments thereof, and agreements, documents, and instruments entered into in connection therewith or relating thereto.

“Canadian Letter of Credit Exposure” means, at the date of its determination by the Canadian Administrative Agent, the aggregate outstanding undrawn amount of Canadian Letters of Credit plus the aggregate unpaid amount of all of the Canadian Borrower’s payment obligations under drawn Canadian Letters of Credit.

“Canadian Letter of Credit Extension” means, with respect to any Canadian Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“Canadian Letter of Credit Maximum Amount” means C$2,500,000.00; provided that, on and after the Maturity Date, the Canadian Letter of Credit Maximum Amount shall be zero.

“Canadian Letter of Credit Obligations” means all obligations of the Canadian Borrower under this Agreement in connection with the Canadian Letters of Credit.

“Canadian Majority Lenders” means (a) at any time when there are more than two Canadian Lenders, two or more Canadian Lenders holding at least 51% of the sum of the unutilized Canadian Commitments plus the Canadian Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in the Canadian Letter of Credit Obligations and Canadian Swingline Advances being deemed “held” by such Canadian Lender for purposes of this definition); and (b) at any time when there are one or two Canadian Lenders, all Canadian Lenders.

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“Canadian Mortgages” means each land mortgage in form and substance reasonably acceptable to the Canadian Borrower and the Administrative Agents and executed by the Canadian Borrower or any Foreign Subsidiary of the Company to secure all or a portion of the Canadian Obligations.

“Canadian Note” means a promissory note of the Canadian Borrower payable to the order of a Canadian Lender in the amount of such Lender’s Canadian Commitment, in the form provided by the Canadian Administrative Agent and acceptable to the Canadian Borrower.

“Canadian Obligations” means the Obligations owing by the Canadian Borrower.

“Canadian Outstandings” means, as of the date of determination, the sum of (a) the Dollar Equivalent of the aggregate outstanding amount of all Canadian Advances plus (b) the Dollar Equivalent of the Canadian Letter of Credit Exposure plus (c) the Dollar Equivalent of the aggregate outstanding amount of all Canadian Swingline Advances.

“Canadian Pension Plans” means each plan that is considered to be a pension plan for the purposes of any applicable pension benefits standards statute and/or regulation in Canada established, maintained or contributed to by the Canadian Borrower or any of the Canadian Subsidiaries for its employees or former employees.

“Canadian Resident Lender” has the meaning set forth in Section 2.15(f).

“Canadian Secured Parties” means the Canadian Administrative Agent, the Canadian Lenders, the Canadian Issuing Lender, the Canadian Swingline Lender, and Swap Counterparties who are owed any Canadian Obligations.

“Canadian Security Agreement” means, individually and collectively, the security agreements, substantially in the form of Exhibit E, entered into by the Canadian Borrower or a Foreign Subsidiary Guarantor, as grantor, and the Canadian Administrative Agent for the benefit of the Canadian Secured Parties.

“Canadian Security Documents” means the Canadian Mortgages, Canadian Security Agreement, and each other Security Document to which the Canadian Borrower or any US Subsidiary Guarantor or Foreign Subsidiary Guarantor is a party and that purports to xxxxx x Xxxx in the assets of any such Person in favor of the Canadian Administrative Agent for the benefit of the Canadian Secured Parties.

“Canadian Subsidiaries” means the Subsidiaries organized under the laws of Canada or any province, territory or other political subdivision thereof.

“Canadian Swingline Advance” means an advance by the Canadian Swingline Lender to the Canadian Borrower pursuant to Section 2.4.

“Canadian Swingline Amount” means, for the Canadian Swingline Lender, C$5,000,000 or such greater amount as agreed to by the Canadian Swingline Lender in its sole discretion; provided that, on and after the Maturity Date, the Canadian Swingline Amount shall be zero.

“Canadian Swingline Lender” means HSBC.

“Canadian Swingline Note” means a promissory note made by the Canadian Borrower payable to the order of the Canadian Swingline Lender in the form provided by the Canadian Administrative Agent and acceptable to the Canadian Borrower.

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“Canadian Swingline Payment Date” means the Maturity Date.

“Canadian Withholding Tax” has the meaning set forth in Section 2.15(f).

“Capital Expenditures” for any Person and period of its determination means, without duplication, the aggregate of all expenditures and costs (whether paid in cash or accrued as liabilities during that period and including that portion of Capital Leases which is capitalized on the balance sheet of such Person) of such Person during such period that, in conformity with GAAP, are required to be included in or reflected by the property, plant, or equipment or similar fixed asset accounts reflected in the balance sheet of such Person.

“Capital Leases” means, for any Person, any lease of any Property by such Person as lessee which would, in accordance with GAAP, be required to be classified and accounted for as a capital lease on the balance sheet of such Person.

“Cash Collateral Account” means the US Cash Collateral Account or the Canadian Cash Collateral Account.

“CDOR Rate” means, for each day in any period, the annual rate of interest that is the rate based on an average rate applicable to Canadian Dollar bankers’ acceptances for a term equal to the term of the relevant Contract Period (or for a term of 30 days for purposes of determining the Canadian Base Rate) appearing on the Reuters Screen CDOR Page at approximately 10:00 a.m. (Toronto, Ontario time), on such date, or if such date is not a Business Day, on the immediately preceding Business Day; provided that if such rate does not appear on the Reuters Screen CDOR Page on such date as contemplated, then the CDOR Rate on such date shall be the arithmetic average of the Discount Rate quoted by each Schedule II/III Reference Bank (determined by the Canadian Administrative Agent as of 10:00 a.m. (Toronto, Ontario time) on such date) that would be applicable to Canadian Dollar bankers’ acceptances for the relevant period quoted by such bank as of 10:00 a.m. (Toronto, Ontario time) on such date or, if such date is not a Business Day, on the immediately preceding Business Day.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, state and local analogs, and all rules and regulations and requirements thereunder in each case as now or hereafter in effect.

“Change in Control” means the occurrence of any of the following events: (a) the Company ceases to own, either directly or indirectly, 100% of the Equity Interest in any Subsidiary other than as a result of a sale of asset or merger permitted under Section 6.7 or Section 6.8; (b) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than SCF becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right), or (c) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or

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nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“Class” has the meaning set forth in Section 1.4.

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereof.

“Collateral” means, collectively, all of the US Collateral and the Canadian Collateral.

“Collateral Access Agreement” means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in Company’s or its Subsidiaries’ books and records, Equipment, or Inventory, in each case, in form and substance reasonably satisfactory to the Applicable Administrative Agent.

“Collateralization” means (a) with respect to Letter of Credit Obligations, either (i) providing cash collateral (pursuant to documentation reasonably satisfactory to Applicable Administrative Agent, including provisions that specify that the Letter of Credit fee and all usage charges set forth in the Agreement will continue to accrue while the Letters of Credit are outstanding) to be held by Applicable Administrative Agent for the benefit of the applicable Lenders in an amount equal to 105% of Letter of Credit Exposure related to Letters of Credit denominated in Dollars and 115% of the Letter of Credit Exposure related to Letters of Credit denominated in any Foreign Currency, (ii) causing the Letters of Credit to be returned to the Applicable Issuing Lender, or (iii) providing Applicable Administrative Agent with a standby letter of credit, in form and substance reasonably satisfactory to such Administrative Agent, from a commercial bank acceptable to such Administrative Agent (in its sole discretion) in an amount equal to 105% of Letter of Credit Exposure related to Letters of Credit denominated in Dollars and 115% of the Letter of Credit Exposure related to Letters of Credit denominated in any Foreign Currency (it being understood that the Letter of Credit fee and all usage charges set forth in the Agreement will continue to accrue while the Letters of Credit are outstanding and that any such fees that accrue must be an amount that can be drawn under any such standby letter of credit), and (b) with respect to Obligations owing to Swap Counterparties under Hedging Arrangements, providing cash collateral (pursuant to documentation reasonably satisfactory to US Administrative Agent) to be held by US Administrative Agent for the benefit of such Swap Counterparties in an amount determined by US Administrative Agent as sufficient to satisfy the reasonably estimated credit exposure with respect to the then existing such Obligations.

“Commitment Fee” means the Canadian Commitment Fee or the US Commitment Fee.

“Commitments” means, as to any Lender, its US Commitment or Canadian Commitment, if applicable.

“Company” has the meaning set forth in the recitals.

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“Compliance Certificate” means a compliance certificate executed by an authorized officer of the Company or such other Person as required by this Agreement in substantially the same form as Exhibit F that shall include a certification by an authorized officer of the Company that no Default has occurred and is continuing.

“Computation Date” means (a) the Effective Date and (b) so long as any outstanding Credit Extension under any Facility is denominated in a Foreign Currency, (i) the last Business Day of each calendar quarter, (ii) the date of any proposed Credit Extension if the US Administrative shall determine or the US Majority Lenders shall require, (iii) the date of any reduction or reallocation of Commitments pursuant to Sections 2.1(c) or (d), (iv) if any such Credit Extensions are under the US Facility, such additional dates as the US Administrative Agent shall determine or the US Majority Lenders shall require, and (v) if any such Credit Extensions are under the Canadian Facility, such additional dates as the Canadian Administrative Agent shall determine or the Canadian Majority Lenders shall require.

“Contract Period” means the term of a B/A Advance selected by the Canadian Borrower in accordance with Section 2.5, commencing on the date of such B/A Advance and expiring on a Business Day which shall be either 30 days, 60 days, 90 days or 180 days thereafter, provided that (a) subject to clause (b) below, each such period shall be subject to such extensions or reductions as may be reasonably determined by the Canadian Administrative Agent to ensure that each Contract Period shall expire on a Business Day, and (b) no Contract Period shall extend beyond the Maturity Date.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Control Agreement” means a control agreement, in form and substance reasonably satisfactory to the US Administrative Agent, executed and delivered by the Company or one of its Subsidiaries, US Administrative Agent, and the applicable securities intermediary (with respect to a securities account) or bank (with respect to a deposit account).

“Controlled Group” means all members of a controlled group of corporations and all businesses (whether or not incorporated) under common control which, together with the Company or any Subsidiary (as applicable), are treated as a single employer under Section 414 of the Code.

“Convert”, “Conversion” and “Converted” each refers to (a) a conversion of US Advances of one Type into US Advances of another Type pursuant to Sections 2.6(b) and (c), (b) a conversion of B/A Advances into Canadian Base Rate Advances pursuant to Sections 2.6(b) and (c), or (c) a conversion of Canadian Base Rate Advances into B/A Advances pursuant to Sections 2.6(b) and (c) and Section 2.5.

“Credit Amount” means, as of any date of determination (a) with respect to the US Facility, an amount equal to the (i) lesser of the US Borrowing Base and the aggregate US Commitments, in each case, as in effect at such time, minus (ii) the Block Amount, and (b) with respect to the Canadian Facility, an amount equal to (i) the lesser of the Canadian Borrowing Base and the aggregate Canadian Commitments, in each case, as in effect at such time, minus, (ii) the Block Amount.

“Credit Documents” means this Agreement, the Notes, the Letter of Credit Documents, the Guaranties, the Notices of Borrowing, the Notices of Conversion, the Security Documents, the Fee Letter, and each other agreement, instrument, or document executed at any time in connection with this Agreement.

“Credit Extension” means an Advance or a Letter of Credit Extension.

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“Credit Parties” means the Borrowers and the Guarantors.

“Custodial Agreement” means a custodial agreement, in form and substance reasonably acceptable to the US Administrative Agent, whereby the US Administrative Agent appoints certain employees of the US Borrower and its Subsidiaries to serve as the custodians thereunder and pursuant to which such employees shall act as agents for and on behalf of the US Administrative Agent as the secured party in connection with Collateral that are certificated.

“Daily Balance” means, as of any date of determination and with respect to any Obligation, the amount of such Obligation (other than Obligations under Hedging Arrangements) owed at the end of such day.

“Debt” means, for any Person, without duplication: (a) indebtedness of such Person for borrowed money, including, without limitation, the face amount of any letters of credit supporting the repayment of indebtedness for borrowed money issued for the account of such Person and obligations under letters of credit, banker’s acceptances, and agreements relating to the issuance of letters of credit or acceptance financing, including Letters of Credit; (b) obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) obligations of such Person to pay the deferred purchase price of property, services, or Acquisitions (including, without limitation, any earn-out obligations, contingent obligations, or other similar obligations associated with such purchase, and including obligations that are non-recourse to the credit of such Person but are secured by the assets of such Person, but excluding trade accounts payable); (d) obligations of such Person as lessee under Capital Leases and obligations of such Person in respect of synthetic leases; (e) obligations of such Person under any Hedging Arrangement (except that such obligations shall not constitute Debt for purposes of the calculations for compliance under Sections 6.18); (f) obligations of such Person owing in respect of redeemable preferred stock of such Person; (g) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) of such Person to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (a) through (f) above; and (h) indebtedness or obligations of others of the kinds referred to in clauses (a) through (g) secured by any Lien on or in respect of any Property of such Person.

“Debtor Relief Laws” means (a) the Bankruptcy Code of the United States, (b) the Bankruptcy and Insolvency Act (Canada), (c) the Companies’ Creditors Arrangement Act (Canada) and (d) all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means (a) an Event of Default or (b) any event or condition which with notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means, at any time, a Lender as to which either Administrative Agent has notified the applicable Borrower that (i) such Lender has failed for three or more Business Days to comply with its obligations under this Agreement to make an Advance or make a payment to an Issuing Lender in respect of funding its participation in Letters of Credit or Swingline Advance (each a “funding obligation”), (ii) such Lender has notified either Administrative Agent, or has stated publicly, that it will not comply with any such funding obligation hereunder, or has defaulted on its funding obligations under any other loan agreement or credit agreement or other similar/other financing agreement and fails, within ten Business Days after written request by the applicable Administrative Agent, to confirm unconditionally in writing that it will comply with the terms of this Agreement relating to its prospective funding obligations, (iii) such Lender has, for three or more Business Days, failed to confirm in writing to either Administrative Agent, in response to a written request of such Administrative Agent, that it will comply with its funding obligations hereunder, or (iv) a Lender Insolvency Event has occurred and is continuing with respect to

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such Lender. Any determination that a Lender is a Defaulting Lender under clauses (i) through (iv) above will be made by the Applicable Administrative Agent in its sole discretion acting in good faith. The Applicable Administrative Agent will promptly send to all parties hereto a copy of any notice to the Borrowers provided for in this definition.

“Deficiency” has the meaning specified therefor in Section 2.7(c)(vii) of the Agreement.

“Designated Account” means the deposit account of US Borrower identified on Schedule I.

“Designated Currency” means, (a) for Eurocurrency Advances under the US Facility, the Agreed Currency which is designated for such Eurocurrency Advances, (b) for US Base Rate Advances, Dollars, (c) for US Swingline Advances and US Letters of Credit, Dollars, (d) for Canadian Swingline Advances, Canadian Dollars, (e) for B/As and B/A Equivalent Advances, Canadian Dollars, (f) for Eurocurrency Advances under the Canadian Facility, Dollars or Canadian Dollars, (g) for Canadian Base Rate (C$) Advances, Canadian Dollars, (h) for Canadian Base Rate (US$) Advances, Dollars, and (i) for Canadian Letters of Credit, Canadian Dollars or Dollars as designated by the Canadian Borrower.

“Dilution” means, as of any date of determination, the greater of (a) a percentage, based upon the experience of the immediately prior 90 consecutive days, that is the result of dividing the Dollar amount of (i) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to the applicable Accounts during such period, by (ii) xxxxxxxx with respect to such Accounts during such period, and (b) a percentage, based upon the experience of the immediately prior 360 consecutive days, that is the result of dividing the Dollar amount of (i) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to the applicable Accounts during such period, by (ii) xxxxxxxx with respect to such Accounts during such period; provided that, Accounts owing as of the Third Amendment Effective Date from the Account Debtor identified by the US Borrower to the US Administrative Agent on or prior to the Third Amendment Effective Date shall not be included in the calculation of Dilution.

“Dilution Reserve” means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts of the applicable Credit Party by 1 percentage point for each percentage point by which Dilution is in excess of 5.00%.

“Discount Proceeds” means for any B/A (or, as applicable, any B/A Equivalent Advance), an amount (rounded to the nearest whole cent, and with one-half of one cent being rounded up) calculated on the applicable Borrowing date by multiplying:

(a) the face amount of the B/A (or, as applicable, any B/A Equivalent Advance); by

(b) the quotient of one divided by the sum of one plus the product of:

(i) the Discount Rate (expressed as a decimal) applicable to such B/A (or, as applicable, any B/A Equivalent Advance), and

(ii) a fraction, the numerator of which is the number of days in the Contract Period of the B/A (or, as applicable, any B/A Equivalent Advance) and the denominator of which is 365,

with such quotient being rounded up or down to the fifth decimal place and .000005 being rounded up.

“Discount Rate” means (a) with respect to any Canadian Lender that is a Schedule I Bank, as applicable to a B/A being purchased by such Lender on any day, the CDOR Rate; and (b) with respect to any Canadian Lender that is not a Schedule I Bank, as applicable to a B/A being purchased by such Lender on any day, the lesser of (A) the CDOR Rate plus 10 basis points (0.10%), and (B) the average (as

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determined by the Canadian Administrative Agent in good faith) of the respective percentage discount rates (expressed to two decimal places and rounded upward, if not in an increment of 1/100^th of 1%, to the nearest 0.01%) quoted by the Schedule II/III Reference Banks as the percentage discount rates at which the Schedule II/III Reference Banks would, in accordance with their normal market practices, at or about 10:00 a.m. (Standard Time) on such date, be prepared to purchase bankers’ acceptances accepted by the Schedule II/III Reference Banks having a face amount and term comparable to the face amount and term of such B/A.

“Dollars” and “$” means lawful money of the United States.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Foreign Currency, the equivalent amount thereof in Dollars as determined by the Applicable Administrative Agent or the Applicable Issuing Lender, as the case may be, at such time on the basis of the Exchange Rate (determined in respect of the most recent Computation Date) for the purchase of Dollars with such Foreign Currency.

“Domestic Proceeds” means all casualty insurance or condemnation proceeds received by the Company or any Subsidiary which do not constitute Foreign Proceeds.

“Domestic Subsidiary” means, with respect to any Person, any of its Subsidiaries that is incorporated or organized under the laws of the United States, any State thereof or the District of Columbia.

“EBITDA” means, without duplication, for any Person, the sum of (a) such Person’s consolidated Net Income for such period plus (b) to the extent deducted in determining such Person’s consolidated Net Income, Interest Expense, taxes, depreciation, amortization and other non-cash charges for such period; provided that such EBITDA shall be subject to pro forma adjustments for Acquisitions and Nonordinary Course Asset Sales assuming that such transactions had occurred on the first day of the determination period, which adjustments shall be made in accordance with the guidelines for pro forma presentations set forth by the SEC.

“Effective Date” means the date of this Agreement.

“Eligible Accounts” means those Accounts created by (a) with respect to the US Facility, the US Borrower and the US Subsidiary Guarantors and (b) with respect to the Canadian Facility, the Canadian Borrower and the Canadian Subsidiaries, in each case, arising in the ordinary course of its business, out of such Person’s sale of goods or rendition of services, that comply with each of the representations and warranties respecting Eligible Accounts made in the Credit Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, however, that such criteria may be revised from time to time by Applicable Administrative Agent in such Administrative Agent’s Permitted Discretion to address the results of any audit performed by such Administrative Agent from time to time after the Third Amendment Effective Date. In determining the amount to be included, Eligible Accounts shall be calculated net of customer deposits and unapplied cash. Eligible Accounts shall not include the following:

(a) Accounts that the Account Debtor has failed to pay within 90 days of original invoice date or Accounts that the Account Debtor has failed to pay within 60 days of due date or Accounts with selling terms of more than 45 days,

(b) Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above,

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(c) Accounts with respect to which the Account Debtor is an Affiliate of any Borrower or an employee or agent of any Borrower or any Affiliate of any Borrower,

(d) Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a xxxx and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional,

(e) Accounts that are not payable in Dollars,

(f) Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States or in Canada, or (ii) is not organized under the laws of the United States or any state thereof (or in the case of the Canadian Facility, is not organized under the laws of Canada), or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (y) the Account is supported by an irrevocable letter of credit reasonably satisfactory to Applicable Administrative Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to such Administrative Agent and is directly drawable by such Administrative Agent, or (z) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to such Administrative Agent,

(g) Accounts with respect to which the Account Debtor is either (i) the United States, or Canada, or any department, agency, or instrumentality of the United States or of Canada (exclusive, however, of Accounts with respect to which US Borrower has complied, to the reasonable satisfaction of US Administrative Agent, with the Assignment of Claims Act, 31 USC §3727), (ii) any state, district or territory of the United States; or (iii) any province or territory of Canada,

(h) Accounts with respect to which the Account Debtor is a creditor of any Credit Party or any Subsidiary, has or has asserted a right of setoff, or has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of setoff, or dispute,

(i) Accounts with respect to an Account Debtor whose total obligations owing to Applicable Borrower exceed 15% (such percentage, as applied to a particular Account Debtor, being subject to reduction by the Applicable Administrative Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all Eligible Accounts for such Facility, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, however, that, in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Applicable Administrative Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,

(j) Accounts with respect to which the Account Debtor is subject to any proceedings under or pursuant to any Debtor Relief Laws, is not Solvent, has gone out of business, or as to which any Credit Party or Subsidiary has received notice of an imminent proceedings under or pursuant to any Debtor Relief Laws or a material impairment of the financial condition of such Account Debtor,

(k) Accounts, the collection of which, Applicable Administrative Agent, in its Permitted Discretion, believes to be doubtful by reason of the Account Debtor’s financial condition,

(l) Accounts that are not subject to a valid and perfected first priority Lien in favor of the Applicable Administrative Agent,

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(m) Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity, or

(n) Accounts that represent the right to receive progress payments or other advance xxxxxxxx that are due prior to the completion of performance by the applicable Credit Party of the subject contract for goods or services.

“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund, and (d) any other Person (other than a natural person) approved by (i) the US Administrative Agent and the US Issuing Lender (and any Underlying Issuers) in the case of any assignment of a US Commitment, (ii) the Canadian Administrative Agent in the case of any assignment of a Canadian Commitment, (iii) unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 9.6, the US Borrower with respect to any assignment of a US Commitment, and (iv) unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 9.6, the Canadian Borrower with respect to any assignment of a Canadian Commitment (each such approval not to be unreasonably withheld or delayed); provided, however, that neither the Company nor an Affiliate of the Company shall qualify as an Eligible Assignee; and provided further, however, that in the case of any assignment of a Canadian Commitment, such Lender must also satisfy Section 2.15(f).

“Eligible Currency” means any Foreign Currency provided that: (a) quotes for loans in such currency are available in the London interbank deposit market; (b) such currency is freely transferable and convertible into Dollars in the London foreign exchange market, (c) no approval of a Governmental Authority in the country of issue of such currency is required to permit use of such currency by any applicable Lender or Applicable Issuing Lender for making loans or issuing letters of credit, or honoring drafts presented under letters of credit in such currency, and (d) there is no restriction or prohibition under any applicable Legal Requirements against the use of such currency for such purposes.

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Environment” or “Environmental” shall have the meanings set forth in 42 U.S.C. 9601(8) (1988).

“Environmental Claim” means any third party (including governmental agencies and employees) action, lawsuit, claim, demand, regulatory action or proceeding, order, decree, consent agreement or notice of potential or actual responsibility or violation (including claims or proceedings under the Occupational Safety and Health Acts or similar laws or requirements relating to health or safety of employees) which seeks to impose liability under any Environmental Law.

“Environmental Law” means all federal, state, and local laws, rules, regulations, ordinances, orders, decisions, agreements, and other requirements, including common law theories, now or hereafter in effect and relating to, or in connection with the Environment, health, or safety, including without limitation CERCLA, relating to (a) pollution, contamination, injury, destruction, loss, protection, cleanup, reclamation or restoration of the air, surface water, groundwater, land surface or subsurface strata, or other natural resources; (b) solid, gaseous or liquid waste generation, treatment, processing, recycling, reclamation, cleanup, storage, disposal or transportation; (c) exposure to pollutants, contaminants, hazardous, medical infections, or toxic substances, materials or wastes; (d) the safety or health of employees; or (e) the manufacture, processing, handling, transportation, distribution in commerce, use, storage or disposal of hazardous, medical infections, or toxic substances, materials or wastes.

“Environmental Permit” means any permit, license, order, approval, registration or other authorization under Environmental Law.

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Equipment” means equipment (as that term is defined in the UCC).

“Equity Interest” means with respect to any Person, any shares, interests, participation, or other equivalents (however designated) of corporate stock, membership interests or partnership interests (or any other ownership interests) of such Person.

“Euro” and “EUR” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Eurocurrency Advance” means a US Advance or a Canadian Advance that bears interest based upon the Eurocurrency Rate (other than Advances that bear interest based upon the 3-Month LIBOR).

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Federal Reserve Board as in effect from time to time.

“Eurocurrency Rate” means (a) for the Interest Period for each Eurocurrency Advance comprising the same Borrowing, the interest rate per annum (rounded upward to the nearest whole multiple of 1/100 of 1%) equal to the London interbank offered rate for deposits in such Designated Currency appearing on Reuters Screen FRBD as of 11:00 a.m. (London, England time) two Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period), and if such rate is not available at such time for any reason, then the rate determined by the Applicable Administrative Agent to be the rate at which deposits in the Designated Currency for delivery on the first day of such Interest Period in immediately available funds in the approximate amount of the Eurocurrency Advance being made, continued or converted by the Applicable Administrative Agent and with a term equivalent to such Interest Period would be offered by the Applicable Administrative Agent’s London Branch (or other branch or Affiliate of the Applicable Administrative Agent) to major banks in the London or other offshore interbank market for such currency at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period, and (b) for purposes of the “3-Month LIBOR”, the rate per annum for Dollar deposits quoted by Xxxxx Fargo for the purpose of calculating effective rates of interest for loans making reference to the “3-Month LIBOR” or such other nomenclature, as the inter-bank offered rate in effect from time to time for delivery of funds for three (3) months in amounts approximately equal to the principal amount of the applicable Advances; provided that, the quotation by Xxxxx Fargo may be based upon such offers or other market indicators of the inter-bank market as Xxxxx Fargo in its discretion deems appropriate including, but not limited to, the rate determined under the following clause (a) above.

“Event of Default” has the meaning specified in Section 7.1.

“Excess Availability Amount” means, as of any date of determination, the amount by which (a) the Credit Amount then in effect for the US Facility exceeds (b) the US Outstandings.

“Excess Availability Level” means the applicable category (being Level I, Level II or Level III) of pricing criteria contained in the definition of “Applicable Margin”, which is based on, at date of determination, the daily average Excess Availability Amount for the fiscal quarter period ended immediately prior to such date of determination.

“Exchange Rate” means, on any Business Day, (a) with respect to any calculation of the Dollar Equivalent with respect to any Foreign Currency on such date or any calculation of the Foreign Currency Equivalent on such date, the rate at which such Foreign Currency may be exchanged into Dollars or

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Dollars may be exchanged into such Foreign Currency, as set forth on such date on the relevant FWDS Series Reuters currency page at or about 11:00 a.m. Houston, Texas time on such date and (b) with respect to any calculation of the Canadian Dollar Equivalent, the rate at which Dollars may be exchanged into Canadian Dollars, as set forth on such date on the relevant FWDS Series Reuters currency page at or about 11:00 a.m. Houston, Texas time on such date. In the event that such rate does not appear on any such Reuters page, the “Exchange Rate” with respect to such Foreign Currency (including Canadian Dollars) shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the US Administrative Agent and the Borrowers or, in the absence of such agreement, such “Exchange Rate” shall instead be the US Administrative Agent’s spot rate of exchange in the interbank market where its currency exchange operations in respect of such Foreign Currency are then being conducted, at or about 10:00 A.M. local time at such date for the purchase of such Foreign Currency with Dollars or the purchase of Dollars with such Foreign Currency, as the case may be, for delivery two Business Days later; provided that if at the time of any such determination no such spot rate can reasonably be quoted, the US Administrative Agent may use any reasonable method (including obtaining quotes from three or more market makers for such Foreign Currency) as it deems appropriate to determine such rate and such determination shall be presumed correct absent manifest error.

“Excluded Taxes” means, with respect to any Lender Party or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which such Borrower is located and (c) except as provided in the following sentence, in the case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower under Section 2.16), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 2.15(d), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Applicable Borrower with respect to such withholding tax pursuant to Section 2.15. Notwithstanding anything to the contrary contained in this definition, “Excluded Taxes” shall not include any withholding tax imposed at any time on payments made by or on behalf of a Foreign Credit Party to any Lender Party hereunder or under any other Credit Document, provided that such Lender, such Administrative Agent and such Issuing Lender shall have complied with Section 2.15(d) and Section 2.15(f), as applicable.

“Existing Canadian Letters of Credit” means the letters of credit issued by the Canadian Issuing Lender under the Restated Agreement and which have not been terminated or expired and returned to the Canadian Issuing Lender as of the Effective Date.

“Existing Letters of Credit” means the Existing US Letters of Credit and the Existing Canadian Letters of Credit.

“Existing US Letters of Credit” means the letters of credit issued by Xxxxx Fargo under the Restated Agreement and which have not been terminated or expired and returned to Xxxxx Fargo as of the Effective Date.

“Facility” means the US Facility or the Canadian Facility.

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“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the US Administrative Agent (in its individual capacity) on such day on such transactions as determined by the US Administrative Agent.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any of its successors.

“Fee Letter” means that certain Fee Letter dated as of October 13, 2009 between WFF and the Borrowers.

“Financial Covenant Period” means a period which shall commence on any date on which the sum of Excess Availability Amount plus Qualified Cash Amount has been less than $50,000,000 for a period of 5 consecutive days, and shall continue until the earlier of:

(a) the date on which the sum of Excess Availability Amount plus Qualified Cash Amount has been greater than or equal to $50,000,000 for a period of 90 consecutive days, and

(b) the date on which the sum of Excess Availability Amount plus Qualified Cash Amount has been greater than or equal to $75,000,000 for a period of 45 consecutive days.

“Financial Statements” means, for any period, the consolidated and consolidating financial statements of the Company and its Subsidiaries, including statements of income, retained earnings, changes in equity and cash flow for such period as well as a balance sheet as of the end of such period, all prepared in accordance with GAAP.

“Fixed Charges” means, with respect to any fiscal period and with respect to the US Borrower determined on a consolidated basis in accordance with GAAP, the sum, without duplication, of (a) Interest Expense paid in cash or required to be paid in cash during such period (other than the transaction fees paid in cash in connection with the Third Amendment), (b) principal payments in respect of Debt that are required to be paid during such period, (c) all federal, state, and local income taxes paid in cash or required to be paid in cash during such period, and (d) all Restricted Payments paid (whether in cash or other property, other than Equity Interests that are permitted to be issued by the US Borrower under this Agreement) during such period.

“Fixed Charge Coverage Ratio” means, with respect to the US Borrower and its Subsidiaries, (a) for the fiscal quarter ended September 30, 2009, the ratio of (i) EBITDA calculated for the four fiscal quarter period then ended minus Capital Expenditures made with cash (to the extent not already incurred in a prior period) or incurred during the three fiscal quarter period then ended multiplied by 4/3, to (ii) Fixed Charges calculated for the four fiscal quarters then ended, and (b) for each fiscal quarter ending after September 30, 2009, the ratio of (i) EBITDA calculated for the four fiscal quarter period then ended minus Capital Expenditures made with cash (to the extent not already incurred in a prior period) or incurred during such four fiscal quarter period, to (ii) Fixed Charges calculated for the four fiscal quarters then ended.

“Foreign Credit Party” means any Credit Party that is a Foreign Subsidiary of the Company.

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“Foreign Currency” means a currency other than Dollars.

“Foreign Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Foreign Currency as determined by the Applicable Administrative Agent or the Applicable Issuing Lender, as the case may be, at such time on the basis of the Exchange Rate (determined in respect of the most recent Computation Date) for the purchase of such Foreign Currency with Dollars.

“Foreign Lender” means, with respect to any Borrower, any Lender that is organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Proceeds” means casualty insurance proceeds or condemnation proceeds received by a Foreign Subsidiary on account of a casualty or condemnation event in connection with any assets of Foreign Subsidiary or any other Foreign Subsidiary of the Company.

“Foreign Subsidiary” means any Subsidiary of a Person that is not a Domestic Subsidiary.

“Foreign Subsidiary Guarantor” means each Foreign Subsidiary listed on Part A of Schedule 4.11, and each other Foreign Subsidiary of the Canadian Borrower that is or becomes a party to the Canadian Guaranty.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent with the requirements of Section 1.3.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantors” means any Person that now or hereafter executes a Guaranty or a joinder or supplement to a Guaranty.

“Guaranties” means, collectively, the US Subsidiary Guaranty and the Canadian Guaranty.

“Hazardous Substance” means any substance or material identified as such pursuant to CERCLA and those regulated under any other Environmental Law, including without limitation pollutants, contaminants, petroleum, petroleum products, radionuclides, and radioactive materials.

“Hazardous Waste” means any substance or material regulated or designated as such pursuant to any Environmental Law, including without limitation, pollutants, contaminants, flammable substances and materials, explosives, radioactive materials, oil, petroleum and petroleum products, chemical liquids and solids, polychlorinated biphenyls, asbestos, toxic substances, and similar substances and materials.

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“Hedging Arrangement” means a hedge, call, swap, collar, floor, cap, option, forward sale or purchase or other contract or similar arrangement (including any obligations to purchase or sell any commodity or security at a future date for a specific price) which is entered into to reduce or eliminate or otherwise protect against the risk of fluctuations in prices or rates, including interest rates, foreign exchange rates, commodity prices and securities prices.

“HSBC” means HSBC Bank Canada.

“Increase Date” means the effective date of a Commitment Increase as provided in Section 2.2(f).

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitees” has the meaning specified in Section 9.01.

“Interest Expense” means, for any period and with respect to any Person, total interest expense, letter of credit fees and other fees and expenses incurred by such Person in connection with any Debt for such period, whether paid or accrued (including that attributable to obligations which have been or should be, in accordance with GAAP, recorded as Capital Leases), including, without limitation, all commissions, discounts, and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, fees owed with respect to the Obligations, and net costs under Hedge Arrangements, all as determined in conformity with GAAP.

“Interest Period” means for each Eurocurrency Advance comprising part of the same Borrowing, the period commencing on the date of such Eurocurrency Advance is made or deemed made and ending on the last day of the period selected by the Applicable Borrower pursuant to the provisions below and Section 2.6, and thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Applicable Borrower pursuant to the provisions below and Section 2.6. The duration of each such Interest Period shall be one, two, or three months, in each case as the Applicable Borrower may select, provided that:

(a) Interest Periods commencing on the same date for Advances comprising part of the same Borrowing shall be of the same duration;

(b) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(c) any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month in which it would have ended if there were a numerically corresponding day in such calendar month.

“Inventory” of any Person means all inventory now owned or hereafter acquired by such Person, wherever located and whether or not in transit, which is held for sale; provided, that Inventory shall not include raw materials, work in process or supplies or materials consumed in the business of such Person; and provided further that, purchased items shall be considered Inventory and not raw materials if such purchased items could be resold in their existing condition as finished goods without requiring further modification.

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“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“Issuing Lender” means US Issuing Lender or Canadian Issuing Lender.

“ITA” means the Income Tax Act (Canada), as amended, and any successor thereto, and any regulations promulgated thereunder.

“Legal Requirement” means any law, statute, ordinance, decree, requirement, order, judgment, rule, treaty, code, administrative or judicial precedents or authorities, regulation (or official interpretation of any of the foregoing) of, and the terms of any license, authorization or permit issued by, any Governmental Authority, including, but not limited to, Regulations T, U and X.

“Lender Group Expenses” means all (a) costs or expenses (including taxes, and insurance premiums) required to be paid by the Company or its Subsidiaries under any of the Credit Documents that are paid, advanced, or incurred by the Secured Parties, (b) reasonable out-of-pocket fees or charges paid or incurred by any Administrative Agent in connection with the Secured Parties’ transactions with the Company or its Subsidiaries under any of the Credit Documents, including, fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and UCC searches and including searches with the patent and trademark office, the copyright office, or the department of motor vehicles), filing, recording, publication, appraisal (including periodic collateral appraisals or business valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement or the Fee Letter), real estate surveys, real estate title policies and endorsements, and environmental audits, (c) reasonable out-of-pocket costs and expenses incurred by either Administrative Agent in the disbursement of funds to a Borrower or other Secured Parties (by wire transfer or otherwise), (d) reasonable out-of-pocket charges paid or incurred by either Administrative Agent resulting from the dishonor of checks payable by or to any Credit Party, (e) out-of-pocket costs and expenses paid or incurred by the Secured Parties to correct any default or enforce any provision of the Credit Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (f) reasonable out-of-pocket audit fees and expenses (including travel, meals, and lodging) of either Administrative Agent related to any inspections or audits to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement or the Fee Letter, (g) out-of-pocket costs and expenses of third party claims or any other suit paid or incurred by the Secured Parties in enforcing or defending the Credit Documents or in connection with the transactions contemplated by the Credit Documents or the Secured Parties’ relationship with the Company or any of its Subsidiaries, (h) US Administrative Agent’s reasonable costs and expenses (including reasonable attorneys fees) incurred in advising, structuring, drafting, reviewing, administering (including travel, meals, and lodging), or amending the Credit Documents, and (i) US Administrative Agent’s and each Lender’s costs and expenses (including attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,” a “restructuring,” or an proceeding pursuant to any Debtor Relief Law concerning the Company or any of its Subsidiaries or in exercising rights or remedies under the Credit Documents), or defending the Credit Documents, irrespective of whether suit is brought, or in taking any right or action concerning the Collateral.

“Lender Insolvency Event” means that (i) a Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) such Lender or its

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Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its Parent Company, or such Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment; provided that a Lender Insolvency Event as to a Lender or its Parent Company shall not be triggered solely by virtue of the ownership or acquisition of any equity interest in such Lender or Parent Company thereof by a Governmental Authority. For purposes hereof, a “Parent Company” means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.

“Lender Parties” means Lenders, the Issuing Lenders, the Underlying Issuers, the Swingline Lenders and the Administrative Agents.

“Lenders” means the US Lenders and the Canadian Lenders.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Applicable Borrower and the Applicable Administrative Agent.

“Letter of Credit” means a US Letter of Credit or a Canadian Letter of Credit.

“Letter of Credit Application” means a US Letter of Credit Application or a Canadian Letter of Credit Application.

“Letter of Credit Document” means a US Letter of Credit Document or a Canadian Letter of Credit Document.

“Letter of Credit Extension” means a US Letter of Credit Extension or the Canadian Letter of Credit Extension.

“Letter of Credit Obligations” means the US Letter of Credit Obligations and the Canadian Letter of Credit Obligations.

“Lien” means any mortgage, lien, pledge, charge, deed of trust, security interest, or encumbrance to secure or provide for the payment of any obligation of any Person, whether arising by contract, operation of law, or otherwise (including the interest of a vendor or lessor under any conditional sale agreement, Capital Lease, or other title retention agreement).

“Liquid Investments” means (a) readily marketable direct full faith and credit obligations of the United States or obligations unconditionally guaranteed by the full faith and credit of the United States; (b) commercial paper issued by (i) any Lender or any Affiliate of any Lender or (ii) any commercial banking institutions or corporations rated at least P-1 by Moody’s or A-1 by S&P; (c) certificates of deposit, time deposits, and bankers’ acceptances issued by (i) any of the Lenders or (ii) any other commercial banking institution which is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $250,000,000.00 and rated Aa by Moody’s or AA by S&P; (d) repurchase agreements which are entered into with any of the Lenders or any major money center banks included in the commercial banking institutions described in clause (c) and which are secured by readily marketable direct full faith and credit obligations of the government of the United States or any agency thereof; (e) investments in any money market fund which holds investments substantially of the type described in the foregoing clauses (a) through (d); and (f) other investments made

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through the US Administrative Agent or its Affiliates and approved by the US Administrative Agent. All the Liquid Investments described in clauses (a) through (d) above shall have maturities of not more than 365 days from the date of issue.

“Loan Account” has the meaning specified in Section 2.21.

“Majority Lenders” means, as of the date of determination (a) with respect to the Facilities as a whole and for purposes of declaring the Obligations due and payable pursuant to Section 7.2, and for all purposes after the Obligations become due and payable pursuant to Section 7.2 or 7.3 or all of the Commitments shall have expired or terminated, two or more Lenders holding at least 51% of the aggregate Maximum Exposure Amount; (b) with respect to the US Facility, the US Majority Lenders; and (c) with respect to the Canadian Facility, the Canadian Majority Lenders.

“Material Adverse Change” means a material adverse change (a) in the business, condition (financial or otherwise), or results of operations of the Company and its Subsidiaries, taken as a whole; (b) on the validity or enforceability of this Agreement or any of the other Credit Document; or (c) on the Company’s or any other Credit Party’s ability to perform its obligations under this Agreement, any Note, the Guaranties or any other Credit Document.

“Material Certificated Equipment” means any Equipment covered under the third party equipment appraisal delivered in connection with the closing of the Third Amendment and identified by the US Administrative Agent to the US Borrower on or prior to the Third Amendment Effective Date as being material and the ownership of which is evidenced by a certificate of title as of the Third Amendment Effective Date.

“Material Real Property” means, (a) as of the Effective Date, all real property encumbered to secure any of the obligations under the Restated Agreement, and (b) after the Effective Date and as of the date of determination, any real property located in the United States or Canada owned by the Company or any Subsidiary that (i) has a fair market value equal to or greater than $10,000,000 or (ii) when taken together with all of the real property owned by the Company or any Subsidiary has an aggregate fair market value equal to or greater than $20,000,000; provided that, for purposes of the foregoing clause (ii), a parcel of real property that has a fair market value of less than $250,000 shall not constitute “Material Real Property”.

“Material Subsidiary” means any Subsidiary other than (a) as of the Third Amendment Effective Date, TSWS Xxxxx Services, LLC, a Delaware limited liability company and 1044474 Alberta Ltd., a corporation governed by the laws of Alberta, Canada, in each case, so long as such Subsidiary has no or de minimis assets or any operations, and (b) any other Subsidiary created or acquired after the Third Amendment Effective Date so long as such Subsidiary has no or de minimis assets or any operations.

“Maturity Date” means the earlier of (a) December 6, 2011 and (b) the earlier termination in whole of the Commitments pursuant to Section 2.1(d) or Article VII.

“Maximum Exposure Amount” means, at any time for each Lender, the sum of (a) the unfunded US Commitment and Canadian Commitment held by such Lender at such time, if any, plus (b) the Total Outstandings held by such Lender at such time (with the aggregate amount of such Lender’s risk participation and funded participation in the Letter of Credit Obligations and Swingline Advances being deemed “held” by such Lender for purposes of this definition).

“Maximum Rate” means the maximum nonusurious interest rate under applicable law.

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“Moody’s” means Xxxxx’x Investors Service, Inc. and any successor thereto which is a nationally recognized statistical rating organization.

“Mortgage” means a US Mortgage or a Canadian Mortgage.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Company or any member of the Controlled Group is making or accruing an obligation to make contributions.

“Multiple Lender” means any Lender which has both a US Commitment and a Canadian Commitment.

“Net Income” means, for any period and with respect to any Person, the net income for such period for such Person after taxes as determined in accordance with GAAP, excluding, however, (a) extraordinary items, including (i) any net non-cash gain or loss during such period arising from the sale, exchange, retirement or other disposition of capital assets (such term to include all fixed assets and all securities) other than in the ordinary course of business, and (ii) any write-up or write-down of assets and (b) the cumulative effect of any change in GAAP.

“Net Liquidation Percentage” means, with respect to the US Facility, the percentage of the book value of the US Borrower’s and the US Subsidiary Guarantors’ Equipment that is estimated to be recoverable in an orderly liquidation of such Equipment net of all associated costs and expenses of such liquidation, such percentage to be as determined from time to time by an appraisal company selected by US Administrative Agent.

“Net Worth” means, with respect to any Person and as of the date of its determination, the excess of the assets of such Person over the sum of the liabilities of such Person and the minority interests of such Person, as determined in accordance with GAAP.

“Non-Consenting Lender” has the meaning specified in Section 2.16(b).

“Non-Guarantor Subsidiary” means any Subsidiary that is not Credit Party.

“Nonordinary Course Asset Sales” means, any sales, conveyances, or other transfers of Property made by the Company or any Subsidiary (a) of any division of the Company or any Subsidiary, (b) of the Equity Interest in a Subsidiary by the Company or any other Subsidiary or (c) of any assets of the Company or any Subsidiary, whether in a transaction or related series of transactions, outside the ordinary course of business.

“Notes” means the US Notes, the Canadian Notes, the Canadian Swingline Notes, and the US Swingline Notes.

“Notice of Borrowing” means a notice of borrowing signed by the Applicable Borrower in substantially the same form as Exhibit G-1 or Exhibit G-2 as applicable, or such other form as shall be reasonably approved by the Applicable Administrative Agent.

“Notice of Continuation or Conversion” means a notice of continuation or conversion signed by the Applicable Borrower in substantially the same form as Exhibit H-1 or Exhibit H-2, as applicable.

“Obligations” means (a) all principal, interest, fees, reimbursements, indemnifications, and other amounts now or hereafter owed by any Credit Party to any Lender, Swingline Lender, Issuing Lender, Underlying Issuer or Administrative Agent under this Agreement and the Credit Documents, including, the Letter of

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Credit Obligations, all interest and fees that accrue after the commencement by or against any Credit Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, and any increases, extensions, and rearrangements of any of the foregoing obligations under any amendments, supplements, and other modifications of the documents and agreements creating those obligations, and (b) all obligations of the Company or any other Credit Party owing to Swap Counterparty under any Hedging Arrangements which are permitted by the terms hereof; provided however, in order for any such obligations under Hedge Arrangements to constitute “Obligations” hereunder or under any other Credit Document, (i) if the applicable Swap Counterparty is Xxxxx Fargo or its Affiliates, then, if requested by the US Administrative Agent, US Administrative Agent shall have received copies of the executed agreements entered between such Credit Party and such Swap Counterparty in connection with such Hedging Arrangements within 10 Business Days after the date of such request, or (ii) if the applicable Swap Counterparty is any other Person, US Administrative Agent shall have received copies of the agreements entered between such Credit Party and such Swap Counterparty in connection with, and confirmations evidencing, such Hedging Arrangements within 10 Business Days after entering into or effecting each of such Hedging Arrangements, or, if such Hedging Arrangements were effected prior to the Third Amendment Effective Date or prior to the date on which such Swap Counterparty became a Lender under the Credit Agreement, within 10 Business Days after the date on which such Swap Counterparty or its Affiliate, as applicable, first became a Lender under the Credit Agreement, as applicable.

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Credit Document.

“Overadvance” has the meaning specified therefor in Section 2.22(a) of the Agreement.

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the lesser of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Applicable Administrative Agent, the Applicable Issuing Lender, or Applicable Swingline Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Foreign Currency, the rate of interest per annum at which overnight deposits in the applicable Foreign Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Applicable Administrative Agent in the applicable offshore interbank market for such currency to major banks in such interbank market.

“Participant” has the meaning assigned to such term in Section 9.6.

“Participating Member State” means each state so described in any EMU Legislation.

“Payoff Date” means the first date on which all of the Obligations are paid in full (other than expense reimbursement and indemnity obligations which survive but are not due and payable) and all Commitments of the Lenders are terminated.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

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“Permitted Debt” has the meaning set forth in Section 6.1.

“Permitted Discretion” means a determination made in the exercise of reasonable (from the perspective of a secured lender) business judgment.

“Permitted Protest” means the right of the Company or any of its Subsidiaries to protest any Lien (other than any Lien that secures the Obligations), taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment, provided that (a) a reserve with respect to such obligation is established on Company’s or its Subsidiaries’ books and records in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by the Company or its Subsidiary, as applicable, in good faith, and (c) the Applicable Administrative Agent is satisfied that, while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of such Administrative Agent’s Liens created under the Credit Documents.

“Permitted Investments” has the meaning set forth in Section 6.3.

“Permitted Liens” has the meaning set forth in Section 6.2.

“Permitted Subordinated Debt” means any other Debt of any Credit Party to any Person, in each case, provided that, the payment, rights and remedies afforded the holders thereof have been subordinated to the payment of the Obligations in a manner, and pursuant to documentation, reasonably satisfactory to the Administrative Agents.

“Person” means any natural person, partnership, corporation (including a business trust), joint stock company, trust, limited liability company, unlimited liability company, limited liability partnership, unincorporated association, joint venture, or other entity, or Governmental Authority, or any trustee, receiver, custodian, or similar official.

“Plan” means an employee benefit plan (other than a Multiemployer Plan) maintained for employees of the Company or any member of the Controlled Group and covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code.

“Potential Defaulting Lender” means, at any time, a Lender (i) as to which either Administrative Agent has notified the applicable Borrower that an event of the kind referred to in the definition of “Lender Insolvency Event” has occurred and is continuing in respect of any financial institution affiliate of such Lender, (ii) as to which any Administrative Agent, Issuing Lender or Swingline Lender has in good faith determined and notified either Borrower and (in the case of a Issuing Lender or a Swingline Lender) the Applicable Administrative Agent that such Lender or its Parent Company or a financial institution affiliate thereof has notified either Administrative Agent, or has stated publicly, that it will not comply with its funding obligations under any other loan agreement or credit agreement or other similar/other financing agreement or (iii) that has, or whose Parent Company has, a non-investment grade rating from Moody’s or S&P or another nationally recognized rating agency. Any determination that a Lender is a Potential Defaulting Lender under any of clauses (i) through (iii) above will be made by the Applicable Administrative Agent or, in the case of clause (ii), a Issuing Lender or a Swingline Lender, as the case may be, in its sole discretion acting in good faith. The Applicable Administrative Agent will promptly send to all parties hereto a copy of any notice to either Borrower provided for in this definition.

“Prime Rate” means the per annum rate of interest established from time to time by Xxxxx Fargo at its principal office in San Francisco as its prime rate, which rate may not be the lowest rate of interest charged by Xxxxx Fargo to its customers.

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“Property” of any Person means any property or assets (whether real, personal, or mixed, tangible or intangible) of such Person.

“Qualified Cash Amount” means, as of any date of determination, the lesser of (a) the Block Amount for the US Facility and (b) the amount of unrestricted cash and Liquid Investments of the Company and its Domestic Subsidiaries that is in deposit accounts or in securities accounts, or any combination thereof, and which such deposit account or securities account is the subject of a Control Agreement and is maintained by a branch office of a bank or securities intermediary located within the United States.

“Registers” has the meaning set forth in Section 9.6(b).

“Regulations T, U, and X” means Regulations T, U, and X of the Federal Reserve Board, as each is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Release” shall have the meaning set forth in CERCLA or under any other Environmental Law.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA (other than any such event not subject to the provision for 30-day notice to the PBGC under the regulations issued under such section).

“Reports” has the meaning specified in Section 8.12.

“Response” shall have the meaning set forth in CERCLA or under any other Environmental Law.

“Restricted Payment” means, with respect to any Person, (a) any direct or indirect dividend or distribution (whether in cash, securities or other Property) or any direct or indirect payment of any kind or character (whether in cash, securities or other Property) in consideration for, on account of, or otherwise in connection with any retirement, purchase, redemption or other acquisition of, any Equity Interest of such Person, or any options, warrants or rights to purchase or acquire any such Equity Interest of such Person or (b) principal or interest payments (in cash, Property or otherwise) on, or redemptions of, subordinated debt of such Person; provided that the term “Restricted Payment” shall not include any dividend or distribution payable solely in Equity Interests of such Person, or warrants, options or other rights to purchase such Equity Interests.

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Foreign Currency, same day or other funds as may be determined by the Applicable Administrative Agent or Applicable Issuing Lender, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Foreign Currency.

“Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC.

“Sanctioned Person” means a person named on the list of Specially Designated Nationals maintained by OFAC.

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“S&P” means Standard & Poor’s Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc., or any successor thereof which is a nationally recognized statistical rating organization.

“Xxxxxxxx-Xxxxx” means the Xxxxxxxx-Xxxxx Act of 2002.

“SCF” means SCF-IV, L.P.

“Schedule I Bank” means a bank that is a Canadian chartered bank listed on Schedule I under the Bank Act (Canada).

“Schedule II Bank” means a bank that is a Canadian chartered bank listed on Schedule II under the Bank Act (Canada).

“Schedule III Bank” means a bank that is a Canadian bank listed on Schedule III under the Bank Act (Canada).

“Schedule II/III Reference Banks” means HSBC and such other Schedule II Banks and/or Schedule III Banks as are agreed to from time to time by the Canadian Borrower and the Canadian Administrative Agent; provided that there shall be no more than three Schedule II/III Reference Banks at any time.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Parties” means, collectively, the US Secured Parties and the Canadian Secured Parties.

“Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, Xxxxxxxx-Xxxxx and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

“Security Agreements” means, collectively, the US Security Agreement and the Canadian Security Agreement.

“Security Documents” means the Security Agreements, the US Pledge Agreement, the Mortgages, the Custodial Agreements, and any and all other instruments, documents or agreements, now or hereafter executed by any Credit Party or any other Person to secure the Obligations.

“Settlement” has the meaning specified in Section 2.17(a).

“Solvent” means, as to any Person, on the date of any determination (a) the fair value of the Property of such Person is greater than the total amount of debts and other liabilities (including without limitation, contingent liabilities) of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities (including, without limitation, contingent liabilities) as they become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other liabilities (including, without limitation, contingent liabilities) as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities (including, without limitation, contingent liabilities) beyond such Person’s ability to pay as such debts and liabilities mature, (e) such Person is not engaged in, and is not about to engage in, business or a transaction for which such Person’s Property would constitute unreasonably small capital, and (f) such Person has not transferred, concealed or removed any Property with intent to hinder, delay or defraud any creditor of such Person.

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“Sterling” and “£” mean the lawful currency of the United Kingdom.

“Stockholders Agreement” means that certain Amended and Restated Stockholders Agreement of Complete Production Services, Inc. dated as of September 12, 2005.

“Subject Lender” has the meaning specified in Section 2.16(b).

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any other Person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any Person, a majority of whose outstanding Voting Securities (other than directors’ qualifying shares) shall at any time be owned by such parent or one or more Subsidiaries of such parent. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.

“Swap Counterparty” means a Lender or an Affiliate of a Lender that has entered into a Hedging Arrangement with a Borrower.

“Swap Reserve” means, as of any date of determination, the amount of reserves that US Administrative Agent has established (based upon the Swap Counterparties’ reasonable determination of the credit exposure of the US Borrower and US Subsidiary Guarantors in respect of Hedging Arrangements with such Swap Counterparties).

“Swingline Advance” means a US Swingline Advance or a Canadian Swingline Advance.

“Swingline Lender” means the US Swingline Lender or the Canadian Swingline Lender.

“TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Applicable Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Taxable Payment” has the meaning set forth in Section 2.15(f).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Termination Event” means (a) a Reportable Event with respect to a Plan, (b) the withdrawal of a Borrower or any member of the Controlled Group from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041(c) of ERISA, (d) the institution of proceedings to terminate a Plan by the PBGC, or (e) any other event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

“Third Amendment” means that certain Third Amendment to Credit Agreement, Omnibus Amendment to Credit Documents and Assignment dated effective as of the Third Amendment Effective Date which amends this Agreement.

“Third Amendment Effective Date” means October 13, 2009.

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“Total Outstandings” means the aggregate US Outstandings and aggregate Canadian Outstandings.

“Type” has the meaning set forth in Section 1.4.

“UCC” means the Uniform Commercial Code, as in effect from time to time, in the State of Texas.

“Underlying Issuer” means Xxxxx Fargo or one of its Affiliates.

“Underlying Letter of Credit” means a Letter of Credit that has been issued by an Underlying Issuer.

“United States” means the United States of America.

“Unused Fee Rate” means, as of the date of determination, the rate per annum set forth in the pricing grid below based on the average Daily Balance of US Outstandings on such date:


Level	Average Daily Balance	Unused Fee Rate
I	Less than $75,000,000	1.00%
II	Greater than or equal to $75,000,000 but less than or equal to $150,000,000	0.75%
III	Greater than $150,000,000	0.50%

“US Administrative Agent” means WFF in its capacity as agent for the Lenders pursuant to Article VIII and any successor agent pursuant to Section 8.6.

“US Administrative Agent Account” means the deposit account of US Administrative Agent identified on Schedule I.

“US Advance” means (a) an advance by a US Lender to the US Borrower as a part of a Borrowing pursuant to Section 2.1(a) and refers to either a US Base Rate Advance or a Eurocurrency Advance, and (b) an Overadvance. Each US Advance denominated in a Foreign Currency and made to the US Borrower shall be a Eurocurrency Advance.

“US Base Rate Advance” means a US Advance in Dollars that bears interest as provided in Section 2.10(a).

“US Borrowing” means a borrowing consisting of simultaneous US Advances of the same Type made by the US Lenders pursuant to Section 2.1(a) or Converted by each US Lender to US Advances of a different Type pursuant to Section 2.6(b).

“US Borrowing Base” means, as of any date of determination, the result of:

(a) 85% of the amount of US Eligible Billed Accounts, less the amount, if any, of the Dilution Reserve; plus

(b) the lesser of (i) 55% of the amount of US Eligible Unbilled Accounts, and (ii) $10,000,000; plus

(c) the lesser of (i) the Equipment Reserve Amount, and (ii) 80% times the most recently determined Net Liquidation Percentage times the value (calculated on a basis consistent with US Borrower’s historical accounting practices) of US Borrower’s and the US Subsidiary Guarantors’

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Equipment; provided that, at no time shall the amount determined under this clause (c) exceed 50% of the US Borrowing Base; minus

(d) the Canadian Equipment Credit Amount; minus

(e) the sum of (i) the Swap Reserve, and (ii) the aggregate amount of reserves, if any, established by US Administrative Agent under Section 2.1(g).

For purposes of this definition of “US Borrowing Base”, the term “Equipment Reserve Amount” means (i) on the effective date of the US Borrowing Base determined with the closing of the Third Amendment, $50,000,000, and (ii) on each subsequent monthly determination of the US Borrowing Base, the Equipment Reserve Amount most recently in effect minus $595,238; provided that, the Equipment Reserve Amount shall not be less than $0. Notwithstanding anything herein to the contrary, no direct or indirect changes to this definition of “US Borrowing Base” may be made (including any changes to the defined terms used in this definition), to the extent and only to the extent that any such change results in more credit being made available to US Borrower based upon the US Borrowing Base, without the consent of all US Lenders.

“US Borrowing Base Certificate” means a certificate setting forth a detailed calculation of the US Borrowing Base in form and with details reasonably satisfactory to the US Administrative Agent.

“US Cash Collateral Account” means a special cash collateral account pledged to the US Administrative Agent containing cash deposited pursuant to the terms hereof to be maintained with the US Administrative Agent in accordance with Section 2.3.

“US Collateral” means (a) all “Collateral”, “Pledged Collateral”, “Pledged Accounts” and “Mortgaged Property” (as defined in each of the US Mortgages, the US Security Agreements, the US Pledge Agreements, as applicable) or similar terms used in the US Security Documents, and (b) all amounts contained in the US Borrower’s and its Domestic Subsidiaries’ bank accounts.

“US Commitment” means, for each Lender, the obligation of such Lender to advance to US Borrower the amount set opposite such Lender’s name on Schedule II as its US Commitment, or if such Lender has entered into any Assignment and Assumption, set forth for such Lender as its US Commitment in the applicable Register, as such amount may be reduced, increased or reallocated pursuant to Section 2.1; provided that, after the Maturity Date, the US Commitment for each Lender shall be zero; and provided further that, the initial aggregate amount of the US Commitments on the Third Amendment Effective Date is $225,000,000.

“US Commitment Fee” means the fees required under Section 2.9(a).

“US Eligible Billed Accounts” means the Eligible Accounts of the US Borrower and the US Subsidiary Guarantors with respect to which (i) the goods giving rise to such Account have been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have been performed and billed to the Account Debtor.

“US Eligible Unbilled Accounts” means the Eligible Accounts of the US Borrower and the US Subsidiary Guarantors with respect to which (i) the goods giving rise to such Account have been shipped but not billed to the Account Debtor, or (ii) the services giving rise to such Account have been performed but not billed to the Account Debtor.

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“US Facility” means, collectively, (a) the revolving credit facility described in Section 2.1(a), (b) the discretionary swing line subfacility provided by the US Swingline Lender described in Section 2.4 and (c) the letter of credit subfacility provided by the US Issuing Lender (by itself or through Underlying Issuers) described in Section 2.3.

“US Issuing Lender” means WFF, in its capacity as the US Lender that issues US Letters of Credit pursuant to the terms of this Agreement.

“US Lenders” means Lenders having a US Commitment or if such US Commitments have been terminated, Lenders that are owed US Advances.

“US Letter of Credit” means any standby or commercial letter of credit issued by the US Issuing Lender (or by Underlying Issuer, as context requires) for the account of the US Borrower or any US Subsidiary Guarantor pursuant to the terms of this Agreement, in such form as may be agreed by the US Borrower, such US Subsidiary Guarantor and the US Issuing Lender (or such Underlying Issuer).

“US Letter of Credit Application” means the standard form letter of credit application for standby or commercial letters of credit of the US Issuing Lender (or Underlying Issuer) which has been executed by the US Borrower, the applicable US Subsidiary Guarantor and accepted by the US Issuing Lender (or Underlying Issuer) in connection with the issuance of a US Letter of Credit.

“US Letter of Credit Documents” means all US Letters of Credit, US Letter of Credit Applications and amendments thereof, and agreements, documents, and instruments entered into in connection therewith or relating thereto.

“US Letter of Credit Exposure” means, at the date of its determination by the US Administrative Agent, the aggregate outstanding undrawn amount of US Letters of Credit plus the aggregate unpaid amount of all of the US Borrower’s payment obligations under drawn US Letters of Credit.

“US Letter of Credit Extension” means, with respect to any US Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“US Letter of Credit Maximum Amount” means $100,000,000; provided that, on and after the Maturity Date, the US Letter of Credit Maximum Amount shall be zero.

“US Letter of Credit Obligations” means any obligations of the US Borrower under this Agreement in connection with the US Letters of Credit, including obligations owing to Underlying Issuers with respect to Underlying Letters of Credit.

“US Majority Lenders” means (a) at any time when there are more than two US Lenders, two or more US Lenders holding at least 51% of the sum of the unutilized US Commitments plus the US Outstandings (with the aggregate amount of each US Lender’s risk participation and funded participation in the US Letter of Credit Obligations and US Swingline Advances being deemed “held” by such US Lender for purposes of this definition), and (b) at any time when there are one or two US Lenders, all US Lenders.

“US Mortgages” means each mortgage or deed of trust in substantially the same form as Exhibit I and executed by the Company or any Domestic Subsidiary of the Company to secure all or a portion of the Obligations.

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“US Pledge Agreement” means the US Pledge Agreement, substantially in the form of Exhibit J among the Company, any Domestic Subsidiary of the Company now or hereafter existing, which owns any Equity Interest in another Person and made in favor of the US Administrative Agent.

“US Note” means a promissory note of the US Borrower payable to the order of a US Lender in the amount of such Lender’s US Commitment, in the form provided by the US Administrative Agent and acceptable to the US Borrower.

“US Outstandings” means, as of any date of determination, the sum of (a) the Dollar Equivalent of the aggregate outstanding amount of all US Advances plus (b) the US Letter of Credit Exposure plus (c) the aggregate outstanding amount of all US Swingline Advances.

“US Secured Parties” means the Lender Parties and the Swap Counterparties who are owed any Obligations.

“US Security Agreement” means the US Security Agreement, substantially in the form of Exhibit K, among the US Borrower, the Domestic Subsidiaries party thereto and the US Administrative Agent for the benefit of the Secured Parties.

“US Security Documents” means the US Mortgages, US Security Agreement, the US Pledge Agreement and each other Security Document to which the US Borrower or any Domestic Subsidiary is a party and that purports to xxxxx x Xxxx in the assets of any such Person in favor of the US Administrative Agent for the benefit of the Secured Parties.

“US Subsidiary Guarantor” means each Subsidiary of the US Borrower listed on Part B of Schedule 4.11, and each other Material Subsidiary that is or becomes a party to the US Subsidiary Guaranty as required herein.

“US Subsidiary Guaranty” means the US Subsidiary Guaranty, substantially in the form of Exhibit L, among the US Subsidiary Guarantors and the US Administrative Agent for the benefit of the Secured Parties.

“US Swingline Advance” means an advance by the US Swingline Lender to the US Borrower pursuant to Section 2.4.

“US Swingline Amount” means, for the US Swingline Lender, $30,000,000; provided that, on and after the Maturity Date, the US Swingline Amount shall be zero.

“US Swingline Lender” means WFF.

“US Swingline Note” means the promissory note made by the US Borrower payable to the order of the US Swingline Lender in the form provided by the US Administrative Agent and acceptable to the US Borrower.

“Voting Securities” means (a) with respect to any corporation (including any unlimited liability company), capital stock of such corporation having general voting power under ordinary circumstances to elect directors of such corporation (irrespective of whether at the time stock of any other class or classes shall have or might have special voting power or rights by reason of the happening of any contingency), (b) with respect to any partnership, any partnership interest or other ownership interest having general voting power to elect the general partner or other management of the partnership or other Person, and

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(c) with respect to any limited liability company, membership certificates or interests having general voting power under ordinary circumstances to elect managers of such limited liability company.

“Xxxxx Fargo” means Xxxxx Fargo Bank, National Association.

“WFF” means Xxxxx Fargo Foothill, LLC, a Delaware limited liability company.

Section 1.2 Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.

Section 1.3 Accounting Terms; Changes in GAAP.

(a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basis with those applied in the preparation of the Financial Statements delivered to the US Administrative Agent for the fiscal year ending December 31, 2005 as required under Section 5.2, and the Company shall not permit any change in the method of accounting employed in the preparation of the Financial Statements referred to in Section 4.4 unless required to conform to GAAP or approved in writing by the US Administrative Agent.

(b) Unless otherwise indicated, all Financial Statements of the Company, all calculations for compliance with covenants in this Agreement, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based upon the consolidated accounts of the Company and its Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the Financial Statements referred to in Section 4.4.

Section 1.4 Classes and Types of Advances. Advances are distinguished by “Class” and “Type”. The “Class”, when used in reference to any Advance or Borrowing, refers to whether such Advance, or the Advances comprising such Borrowing, are Canadian Advances, US Advances, or Swingline Advances. The “Type”, when used in respect of any Advance or Borrowing, refers to the Rate (as defined below) by reference to which interest on such Advances or on the Advances comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall include the Eurocurrency Rate, the Adjusted Base Rate, the Canadian Base Rate, and the Discount Rate applicable to Bankers’ Acceptances and B/A Equivalent Advances.

Section 1.5 Other Interpretive Provisions. With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision thereof, (iv) all references in a Credit Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and

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Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) Section headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Credit Document.

Section 1.6 Exchange Rates; Currency Equivalents.

(a) On each Computation Date, the US Administrative Agent shall determine the Exchange Rate as of such Computation Date and deliver to the Canadian Administrative Agent in writing the Canadian Dollar Equivalent amount of such determination on or prior to such Computation Date. The Exchange Rate so determined shall become effective on the first Business Day after such Computation Date and shall remain effective through the next succeeding Computation Date. Except for purposes of financial statements delivered by Credit Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Credit Documents shall be such Dollar Equivalent amount as so determined by the Applicable Administrative Agent or Applicable Issuing Lender, as applicable.

(b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Advance or the issuance, amendment or extension of a Canadian Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Advance or Letter of Credit is denominated in an Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Foreign Currency, with 0.5 of a unit being rounded upward), as determined by the Applicable Administrative Agent or the Applicable Issuing Lender, as the case may be.

Section 1.7 Agreed Currencies.

(a) The Company may from time to time request that Eurocurrency Advances be made in a currency other than those specifically listed in the definition of “Agreed Currency;” provided that such requested currency is an Eligible Currency. In the case of any such request with respect to the making of Eurocurrency Advances, such request shall be subject to the approval of the US Administrative Agent and all of the US Lenders.

(b) Any such request shall be made to the US Administrative Agent not later than 11:00 a.m., ten Business Days prior to the date of the desired Borrowing (or such other time or date as may be agreed by the US Administrative Agent, in its sole discretion). The US Administrative Agent shall promptly notify each US Lender thereof. Each US Lender shall notify the US Administrative Agent, not later than 11:00 a.m., five Business Days after receipt of such request whether it consents, in its sole discretion, to the making of such Eurocurrency Advance in such requested currency. Any failure by a US Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender to permit Eurocurrency Advances to be made in such requested currency. If the US Administrative Agent and all the US Lenders consent to making Eurocurrency Advances in such

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requested currency, the US Administrative Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be an Agreed Currency hereunder for purposes of any Borrowings of Eurocurrency Advances. If the US Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.7, the US Administrative Agent shall promptly so notify the Company.

(c) If, after the designation of any currency as an Agreed Currency, (i) currency control or other exchange regulations are imposed in the country in which such currency is issued with the result that different types of such currency are introduced, (ii) such currency, in the reasonable determination of the US Administrative Agent and the Majority Lenders, no longer qualifies as an “Eligible Currency” or (iii) in the reasonable determination of the US Administrative Agent, a Dollar Equivalent of such currency is not readily calculable, the US Administrative Agent shall promptly notify the US Lenders and the Company, and such currency shall no longer be an Agreed Currency until such time as the US Administrative Agent and the US Lenders, as provided herein, agree to reinstate such currency as an Agreed Currency.

Section 1.8 Change of Currency.

(a) Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the US Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the US Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country other than the United States and any relevant market conventions or practices relating to the change in currency.

Section 1.9 Several Obligations of Borrowers. Subject to the US Borrower’s guaranty obligations under the Canadian Guaranty, the obligations of the Borrowers to pay the principal of and interest on each Credit Extension are several and not joint, and the Canadian Borrower and its Subsidiaries shall not be liable for the payment obligations of the US Borrower hereunder.

ARTICLE II
CREDIT FACILITIES

Section 2.1 Commitments.

(a) US Commitment. Each US Lender severally agrees, on the terms and conditions set forth in this Agreement, to make US Advances to the US Borrower from time to time on any Business Day during the

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period from the Effective Date until the Maturity Date; provided that after giving effect to such US Advances, the aggregate US Outstandings shall not exceed the Credit Amount. Within the limits of each US Lender’s US Commitment or its Applicable Percentage of the US Borrowing Base, the US Borrower may from time to time borrow, prepay pursuant to Section 2.7, and reborrow under this Section 2.1(a).

(b) Canadian Commitment. Each Canadian Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Canadian Advances to the Canadian Borrower from time to time on any Business Day during the period from the Effective Date until the Maturity Date; provided that after giving effect to such Canadian Advances, the aggregate Canadian Outstandings shall not exceed the Credit Amount. Within the limits of each Canadian Lender’s Canadian Commitment or its Applicable Percentage of the Canadian Borrowing Base, the Canadian Borrower may from time to time borrow, prepay pursuant to Section 2.7, and reborrow under this Section 2.1(b).

(i) US Commitments. The US Borrower shall have the right, upon at least 10 Business Days’ irrevocable notice to the US Administrative Agent, to terminate in whole or reduce ratably in part the unused portion of the US Commitments; provided that (A) each partial reduction shall be in the aggregate amount of $1,000,000 and in integral multiples of $1,000,000 in excess thereof; (B) a notice of termination of the US Commitments delivered by the US Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the US Borrower (by notice to the US Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; (C) any reduction or termination of the US Commitments pursuant to this Section shall be permanent, with no obligation of the US Lenders to reinstate such US Commitments, and the unused fees shall thereafter be computed on the basis of the US Commitments, as so reduced; and (D) a termination of the total US Commitments must also terminate the total Canadian Commitments.

(ii) Canadian Commitments. The Canadian Borrower shall have the right, upon at least 10 Business Days’ irrevocable notice to the Canadian Administrative Agent, to terminate in whole or reduce ratably in part the unused portion of the Canadian Commitments; provided that (A) each partial reduction shall be in the aggregate amount of $1,000,000 and in integral multiples of $1,000,000 in excess thereof; (B) a notice of termination of the Canadian Commitments delivered by the Canadian Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Canadian Borrower (by notice to the Canadian Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; and (C) any reduction or termination of the Canadian Commitments pursuant to this Section shall be permanent, with no obligation of the Canadian Lenders to reinstate such Canadian Commitments, and the unused fees shall thereafter be computed on the basis of the Canadian Commitments, as so reduced.

(d) Reallocation of Commitments. Any Multiple Lender may agree with the Borrowers to reallocate its existing US Commitment or Canadian Commitment, so long as the sum of such US Commitment and Canadian Commitment remains unchanged; provided that, the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $25,000,000 at any time without the consent of the US Administrative Agent and shall not exceed $75,000,000 at any time without the consent of the US Administrative Agent and the US Majority Lenders. In addition, any US Lender may agree with the Borrowers to convert a portion of its US Commitment into a Canadian Commitment, thereby becoming a Multiple Lender, and any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian Commitment into a US Commitment, thereby becoming a Multiple Lender, in each case so long as (x) each Lender continues to be a US Lender with a US Commitment of at least

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$1,000,000, (y) the sum of such Lender’s US Commitment and Canadian Commitment remains equal to the aggregate amount of such Lender’s US Commitment and Canadian Commitment, as the case may be, prior to such reallocation and (z) the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $25,000,000 at any time without the consent of the US Administrative Agent and shall not exceed $75,000,000 at any time without the consent of the US Administrative Agent and the US Majority Lenders. The Borrowers shall give written notice to the Administrative Agents of any reallocation pursuant to this provision at least ten (10) Business Days prior to the effective date of any such reallocation. No applicable Lender affected by such reallocation shall be required to agree to any such reallocation, but may do so at its option, in its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective:

(i) no Default shall have occurred and be continuing;

(ii) if, as a result of any such reallocation, the aggregate US Outstandings would exceed the Credit Amount, then the US Borrower shall, on the effective date of such reallocation, repay or prepay US Advances and US Swingline Advances, deposit cash in the US Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the US Issuing Lender (or the Underlying Issuer) and issued by a bank or other financial institution acceptable to the US Issuing Lender (or the Underlying Issuer), in an aggregate principal amount, such that, after giving effect thereto, the aggregate US Outstandings shall not exceed the Credit Amount;

(iii) if, as a result of any such reallocation, the aggregate Canadian Outstandings would exceed the Credit Amount, then the Canadian Borrower shall, on the effective date of such reallocation, repay or prepay Canadian Advances, deposit cash in the Canadian Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the Canadian Issuing Lender and issued by a bank or other financial institution acceptable to the Canadian Issuing Lender, in an aggregate principal amount, such that, after giving effect thereto, the aggregate Canadian Outstandings shall not exceed the Credit Amount;

(iv) Borrowers shall have paid any amounts (or deposited cash in the applicable Cash Collateral Account, or caused to be issued an irrevocable standby letter of credit in favor of the Applicable Issuing Lender and issued by a bank or other financial institution acceptable to such Issuing Lender (or the Underlying Issuer)) due under Section 2.7(c)(i) hereof on the date of such reallocation; and

(v) Participations by the Lenders in the outstanding Letters of Credit and the Letter of Credit Obligations and the outstanding Advances of the Lenders shall be adjusted to give effect to such reallocation.

(e) Existing Advances.

(i) US Advances and US Swingline Advances. Without any further action on the part of either Borrower or the Lenders and so long as all conditions set forth in Section 3.1 and 3.2 have been met, the US Borrower hereby requests that, on the Effective Date, the US Lenders make the US Advances (as Adjusted Base Rate Advances) in the necessary amount to, and apply the proceeds of such US Advances to, (i) repay all outstanding “US Revolving Advances” under, and as defined in, the Restated Agreement, (ii) pay all fees owing to the Lenders or the Administrative Agent as required under the Fee Letter and (iii) pay such other fees, costs, and accounts detailed in the initial Notice of Borrowing delivered to the Administrative Agent. On the Effective Date, all Interest Periods under the Restated Agreement in respect of any Eurocurrency Advances under, and as defined in, the Restated Agreement shall automatically be terminated (and the US Borrower shall, on

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the Effective Date, also pay any amounts required under Section 2.12 of the Restated Agreement). Without any further action on the part of either Borrower or the Lenders and so long as all conditions set forth in Section 3.1 and 3.2 have been met, all outstanding “US Swingline Advance” under and as defined in, the Restated Agreement are deemed to be outstanding as US Swingline Advances hereunder.

(ii) Canadian Advances and Canadian Swingline Advances. Without any further action on the part of either Borrower or the Lenders and so long as all conditions set forth in Section 3.1 and 3.2 have been met, the Canadian Borrower hereby requests that, on the Effective Date, the Canadian Lenders make the Canadian Advances in the necessary amount to, and apply the proceeds of such Canadian Advances to, (i) repay all outstanding “Canadian Advances” and “Canadian Swingline Advances” under, and as defined in, the Restated Agreement, and (ii) pay such other fees, costs, and accounts detailed in the initial Notice of Borrowing delivered to the Administrative Agent. On the Effective Date, all Contract Periods under the Restated Agreement in respect of any Eurocurrency Advances under, and as defined in, the Restated Agreement shall automatically be terminated (and the US Borrower shall, on the Effective Date, also pay any amounts required under Section 2.12 of the Restated Agreement).

(f) Increase in Commitments.

(i) At any time prior to the Maturity Date, the Borrowers may effectuate up to two separate increases in the aggregate Commitments (each such increase being a “Commitment Increase”), by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other banks or other financial institutions (reasonably acceptable to the Applicable Administrative Agent and the Applicable Issuing Lender) that at the time agree, in the case of any such bank or financial institution that is an existing Lender to increase its US Commitment or Canadian Commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any other such bank or financial institution (an “Additional Lender”), to become a party to this Agreement; provided, however, that (A) the aggregate Canadian Commitments shall not at any time exceed $25,000,000 at any time without the consent of the US Administrative Agent and shall not exceed $75,000,000 at any time without the consent of the US Administrative Agent and the US Majority Lenders, (B) other than as set forth in clause (C) below, each Commitment Increase shall be of at least $25,000,000, (C) each Commitment Increase which only increases the aggregate Canadian Commitments shall be of at least $5,000,000, (D) the aggregate amount of all Commitment Increases shall not exceed $75,000,000, and (E) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the existing Commitments and Advances. The sum of the increases in the Commitments of the Increasing Lenders plus the Commitments of the Additional Lenders upon giving effect to a Commitment Increase shall not, in the aggregate, exceed the amount of such Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this clause (f) to the Administrative Agents and the applicable Class of Lenders. This Section 2.1(f) shall not be construed to create any obligation on any of the Administrative Agents or any of the Lenders to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower.

(ii) A Commitment Increase shall become effective upon (A) the receipt by each Administrative Agent of (1) an agreement in form and substance reasonably satisfactory to the Applicable Administrative Agent signed by the Applicable Borrower, each Increasing Lender and each Additional Lender, setting forth the Commitments, if any, of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all

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the terms and provisions hereof binding upon each Lender, and (2) such evidence of appropriate authorization on the part of the Borrowers with respect to such Commitment Increase as the Applicable Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.7(c)(iv), and (C) receipt by the US Administrative Agent of a certificate of an authorized officer of the US Borrower stating that, both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, and that all representations and warranties made by the Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct as of such earlier date.

(iii) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual US Commitment and Canadian Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

(g) Reserves. Anything to the contrary in this Section 2.1 notwithstanding, US Administrative Agent and the Canadian Administrative Agent shall have the right to establish reserves against the respective Borrowing Base in such amounts, and with respect to such matters, as such Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, including reserves with respect to (i) sums that the Company or its Subsidiaries are required to pay under any Section of this Agreement or any other Credit Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay, and (ii) amounts owing by the Company or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of such Administrative Agent likely would have a priority superior to such Administrative Agent’s Liens granted pursuant to the Credit Documents (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral.

Section 2.2 Evidence of Indebtedness.

(a) The Advances and Letters of Credit made by each Lender, including any Swingline Lender, shall be evidenced by one or more accounts or records maintained by such Lender or such Swingline Lender and by the Applicable Administrative Agent with respect to the applicable Facility in the ordinary course of business. The accounts or records maintained by Administrative Agents, the applicable Lenders and the Swingline Lenders shall be conclusive absent manifest error of the amount of the Advances and Letters of Credit made by such Lenders or such Swingline Lenders to the Applicable Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Applicable Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender or any Swingline Lender and the accounts and records of the Applicable Administrative Agent in respect of such matters, the accounts and records of the Applicable Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender to a Borrower made through the Applicable Administrative Agent, such Borrower shall execute and deliver to such Lender or such Swingline Lender (through the Applicable Administrative Agent) the applicable Note or Notes which shall evidence such Lender’s Advances or Swingline Advances to such Borrower in addition to such accounts or records. Each Lender may attach schedules to such Notes and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Advances or Swingline Advances and payments with respect thereto.

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(b) In addition to the accounts and records referred to in subsection (a) above, each Lender, Swingline Lender and Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swingline Advances. In the event of any conflict between the accounts and records maintained by the Applicable Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Applicable Administrative Agent shall control in the absence of manifest error.

(c) Except for any B/A Advances (the compensation for which is set forth in Section 2.5), each Advance shall bear interest from and including the date made on the outstanding principal balance thereof as set forth in Section 2.10.

Section 2.3 Letters of Credit.

(a) Commitment for Letters of Credit. Subject to the terms and conditions set forth in this Agreement and in reliance upon the agreements of the other Lenders set forth in this Section, (i) the US Issuing Lender agrees to, from time to time on any Business Day during the period from the Effective Date until the Maturity Date, issue, increase or extend the expiration date of, or cause an Underlying Issuer to issue, increase, or extend the expiration of, US Letters of Credit denominated in the Designated Currency for the account of the US Borrower or a US Subsidiary Guarantor; and (ii) the Canadian Issuing Lender agrees to, from time to time on any Business Day during the period from the Effective Date until the Maturity Date, issue, increase or extend the expiration date of, Canadian Letters of Credit denominated in a Designated Currency for the account of the Canadian Borrower or a Guarantor. If US Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then US Issuing Lender agrees that it will obligate itself to reimburse such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, irrespective of whether in writing, a “Reimbursement Undertaking”) with respect to Letters of Credit issued by such Underlying Issuer. By submitting a request to US Issuing Lender for the issuance of a Letter of Credit, US Borrower shall be deemed to have requested that US Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested US Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (it being expressly acknowledged and agreed by US Borrower that US Borrower is and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the UCC) with respect to each Underlying Letter of Credit).

(b) Limitations. In any event, no Letter of Credit will be issued, increased, or extended:

(i) if such issuance, increase, or extension would cause the US Letter of Credit Exposure to exceed the lesser of (A) the US Letter of Credit Maximum Amount and (B) an amount equal to (1) the Credit Amount minus (2) the sum of the Dollar Equivalent of the aggregate outstanding US Advances plus the aggregate outstanding US Swingline Advances;

(ii) if such issuance, increase, or extension would cause the Canadian Letter of Credit Exposure to exceed the lesser of (A) the Canadian Letter of Credit Maximum Amount and (B) an amount equal to (1) the Credit Amount minus (2) the sum of the Dollar Equivalent of the aggregate outstanding Canadian Advances plus the aggregate outstanding Canadian Swingline Advances;

(iii) unless such Letter of Credit has an expiration date not later than 30 days prior to the Maturity Date; provided that, (A) if the US Commitments are terminated in whole pursuant to Section 2.1(d)(i), any US Letter of Credit may have an expiration date after the then resulting Maturity Date if

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(1) the US Borrower shall provide Collateralization; and (B) if the Canadian Commitments are terminated in whole pursuant to Section 2.1(d)(ii), any Canadian Letter of Credit may have an expiration date after the then resulting Maturity Date if (1) the Canadian Borrower shall deposit into the Canadian Cash Collateral Account cash in an amount equal to the Canadian Letter of Credit Exposure or (2) the Canadian Borrower shall provide a replacement letter of credit (or other security) reasonably acceptable to the Canadian Administrative Agent, Canadian Issuing Lender and the Canadian Lenders in an amount equal to the Canadian Letter of Credit Exposure;

(iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person;

(v) unless such Letter of Credit is in form and substance acceptable to the Applicable Issuing Lender in its sole discretion;

(vi) unless the Applicable Borrower has delivered to the Applicable Issuing Lender a completed and executed applicable Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control;

(vii) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the applicable Issuing Lender or Underlying Issuer;

(viii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable Issuing Lender or Underlying Issuer from issuing, increasing or extending such Letter of Credit, or any Legal Requirement applicable to such Issuing Lender or Underlying Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender or Underlying Issuer shall prohibit, or request that such Issuing Lender or Underlying Issuer refrain from, the issuance, increase or extension of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender or Underlying Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Third Amendment Effective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Third Amendment Effective Date and which such Issuing Lender or Underlying Issuer in good xxxxx xxxxx material to it;

(ix) if the issuance, increase or extension of such Letter of Credit would violate one or more policies of such Issuing Lender or Underlying Issuer applicable to letters of credit generally; or

(x) any Lender is at such time a Defaulting Lender or a Potential Defaulting Lender hereunder, unless the applicable Issuing Lender or Underlying Issuer has entered into satisfactory arrangements with the Borrowers or such Lender to eliminate such Issuing Lender’s risk with respect to such Lender.

Furthermore, anything contained herein to the contrary notwithstanding, the US Issuing Lender may, but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, that supports the obligations of the US Borrower or its Subsidiaries in respect of (1) a lease of real property, or (2) an employment

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contract if the US Issuing Lender reasonably determines that the Company’s obligation to reimburse any draws under such Letter of Credit may be limited.

(c) Requesting Letters of Credit. Each Letter of Credit Extension shall be made pursuant to a Letter of Credit Application, or if applicable, amendments to such Letter of Credit Applications, given by the Applicable Borrower to the Applicable Administrative Agent for the benefit of the Applicable Issuing Lender by telecopy or in writing not later than (i) 11:00 a.m. (Houston, Texas, time) / 12:00 p.m. (Atlanta, Georgia, time) on the third Business Day before the proposed date of the US Letter of Credit Extension and (ii) 11:00 a.m. (Calgary, Alberta Canada, time) on the third Business Day before the proposed date of the Canadian Letter of Credit Extension. Each Letter of Credit Application, or if applicable, amendments to such Letter of Credit Applications, shall be fully completed and shall specify the information required therein. Each Letter of Credit Application, or if applicable, amendments to such Letter of Credit Applications, shall be irrevocable and binding on the Applicable Borrower. Subject to the terms and conditions hereof, the Applicable Issuing Lender shall (i) before 2:00 p.m. (Houston, Texas, time) / 3:00 p.m. (Atlanta, Georgia, time) on the date of such US Letter of Credit Extension and (ii) before 2:00 p.m. (Calgary, Alberta Canada, time) on the date of such Canadian Letter of Credit Extension, make such Letter of Credit Extension to the beneficiary of such Letter of Credit.

(d) Reimbursements for Letters of Credit; Funding of Participations.

(i) In accordance with the related Letter of Credit Application, the US Borrower with respect to a US Letter of Credit and the Canadian Borrower with respect to Canadian Letters of Credit, each agrees to pay on demand to Applicable Administrative Agent on behalf of the Applicable Issuing Lender an amount equal to any amount paid by such Applicable Issuing Lender under such Letter of Credit. Upon the Applicable Issuing Lender’s demand for payment under the terms of a Letter of Credit Application, the Applicable Borrower may request that such Borrower’s obligations to the Applicable Issuing Lender thereunder be satisfied with the proceeds of (A) a US Base Rate Advance under the US Facility in the same amount with respect to US Letters of Credit, (B) a Canadian Base Rate (C$) Advance in the same amount with respect to Canadian Letters of Credit denominated in Canadian Dollars, and (C) a Canadian Base Rate (US$) Advance in the same amount with respect to Canadian Letters of Credit denominated in Dollars, (notwithstanding any minimum size or increment limitations on individual Advances). If the Applicable Borrower does not make such request and does not otherwise make the payments demanded by the Applicable Issuing Lender as required under this Agreement or the applicable Letter of Credit Application, then the Applicable Borrower shall be deemed for all purposes of this Agreement to have requested such US Advance, or such Canadian Advance, as the case may be, in the same amount and the transfer of the proceeds thereof to satisfy such Borrower’s obligations to Applicable Issuing Lender. The US Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the US Lenders to make such US Base Rate Advances, to transfer the proceeds thereof to the US Issuing Lender (or the Underlying Issuer) in satisfaction of such obligations, and to record and otherwise treat such payments as a US Base Rate Advance under the US Facility to the US Borrower. The Canadian Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Canadian Lenders to make such Canadian Base Rate Advances, to transfer the proceeds thereof to Canadian Issuing Lender in satisfaction of such obligations, and to record and otherwise treat such payments as a Canadian Base Rate Advance to the Canadian Borrower. Each Administrative Agent and each Lender may record and otherwise treat the making of such Borrowings as the making of (1) a US Borrowing to the US Borrower under this Agreement as if requested by the US Borrower with respect to US Letter of Credit Obligations and (2) a Canadian Borrowing in the same Designated Currency as the applicable Canadian Letters of Credit to the Canadian Borrower under this Agreement as if requested by the Canadian Borrower with respect to Canadian Letter of Credit Obligations. Nothing herein is intended to release any of any Borrower’s obligations under any Letter of Credit Application, but only to provide an additional

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method of payment therefor. The making of any Borrowing under this Section 2.3(d) shall not constitute a cure or waiver of any Default or Event of Default, other than the payment Default or Event of Default which is satisfied by the application of the amounts deemed advanced hereunder, caused by a Borrower’s failure to comply with the provisions of this Agreement or the Letter of Credit Application.

(ii) Each Lender (including the Lender acting as an Applicable Issuing Lender) shall, upon notice from the Applicable Administrative Agent that the Applicable Borrower has requested or is deemed to have requested an Advance pursuant to Section 2.6 and regardless of whether (A) the conditions in Section 3.2 have been met, (B) such notice complies with Section 2.6, or (C) a Default exists, make funds available to the Applicable Administrative Agent (if to the US Administrative Agent, then to the US Administrative Agent’s Account) for the account of the Applicable Issuing Lender in an amount equal to such Lender’s Applicable Percentage of the amount of such Advance not later than 1:00 p.m. (Houston, Texas, time or Calgary, Alberta Canada, time, as applicable) on the Business Day specified in such notice by the Applicable Administrative Agent, whereupon (i) each US Lender that so makes funds available shall be deemed to have made a US Base Rate Advance under the US Facility to the US Borrower in such amount, and (b) each Canadian Lender that so makes funds available shall be deemed to have made a Canadian Base Rate (C$) Advance or Canadian Base Rate (US$) Advance, as applicable, to the Canadian Borrower in such amount. The Applicable Administrative Agent shall remit the funds so received to the Applicable Issuing Lender.

(iii) If any such Lender shall not have so made such Advance available to the Applicable Administrative Agent pursuant to this Section 2.3, such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the lesser of (A) the Overnight Rate for such day for the first three days and thereafter the interest rate applicable to such US Base Rate Advances, or if applicable, the Canadian Base Rate Advances and (B) the Maximum Rate. Whenever, at any time after the Applicable Administrative Agent has received from any Lender such Lender’s Advance, the Applicable Administrative Agent receives any payment on account thereof, the Applicable Administrative Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Advance was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Applicable Administrative Agent is required to be returned. Each Lender’s obligation to make the Advances pursuant to this Section 2.3 shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against any Applicable Issuing Lender, any Administrative Agent or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by a Borrower or any other Lender; or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(e) Participations. Upon the date of the issuance or increase of a Letter of Credit or the deemed issuance of the Existing Letters of Credit under Section 2.3(k), (i) the US Issuing Lender shall be deemed to have sold to each other US Lender and each other US Lender shall have been deemed to have purchased from the US Issuing Lender a participation in the related US Letter of Credit Obligations (including the related Reimbursement Undertaking) equal to such US Lender’s Applicable Percentage at such date, and (ii) the Canadian Issuing Lender shall be deemed to have sold to each other Canadian Lender and each other Canadian Lender shall have been deemed to have purchased from the Canadian Issuing Lender a participation in the related Canadian Letter of Credit Obligations equal to such Canadian Lender’s Applicable Percentage at such date, and, in either case, such sale and purchase shall otherwise be in accordance with the terms of this Agreement. The Applicable Issuing Lender shall promptly notify

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each such participant Lender by telex, telephone, or telecopy of each Letter of Credit issued or increased and the actual dollar amount of such Lender’s participation in such Letter of Credit.

(f) Obligations Unconditional. The obligations of the US Borrower under this Agreement in respect of each US Letter of Credit, and the obligations of the Canadian Borrower under this Agreement in respect of each Canadian Letter of Credit, shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, notwithstanding the following circumstances:

(i) any lack of validity or enforceability of any Letter of Credit Documents;

(ii) any amendment or waiver of or any consent to departure from any Letter of Credit Documents;

(iii) the existence of any claim, set-off, defense or other right which any Borrower may have at any time against any beneficiary or transferee of such Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), any Issuing Lender, any Underlying Issuer, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated in this Agreement or in any Letter of Credit Documents or any unrelated transaction;

(iv) any statement or any other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect to the extent any Issuing Lender or any Underlying Issuer would not be liable therefor pursuant to the following paragraph (h);

(v) payment by any Issuing Lender or any Underlying Issuer under such Letter of Credit against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing;

provided, however, that nothing contained in this paragraph (f) shall be deemed to constitute a waiver of any remedies of the Borrowers in connection with the Letters of Credit.

(g) Prepayments of Letters of Credit. In the event that any US Letter of Credit shall be outstanding or shall be drawn and not reimbursed after the Maturity Date, the US Borrower shall provide Collateralization to the US Administrative Agent. In the event that any Canadian Letter of Credit shall be outstanding or shall be drawn and not reimbursed after the Maturity Date, the Canadian Borrower shall provide Collateralization to the Canadian Administrative Agent.

(h) Liability of Issuing Lenders and Underlying Issuers. The US Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any US Letter of Credit with respect to its use of such Letter of Credit. The Canadian Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Canadian Letter of Credit with respect to its use of such Letter of Credit. Neither Issuing Lender, nor any Underlying Issuer, nor any of their respective officers or directors shall be liable or responsible for:

(i) the use which may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith;

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(ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged;

(iii) payment by any Issuing Lender or Underlying Issuer against presentation of documents which do not comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the relevant Letter of Credit; or

(iv) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit (INCLUDING AN ISSUING LENDER’S OR AN UNDERLYING ISSUER’S OWN NEGLIGENCE),

except that the Applicable Borrower shall have a claim against the Applicable Issuing Lender, and the Applicable Issuing Lender shall be liable to, and shall promptly pay to, the Applicable Borrower, to the extent of any direct, as opposed to consequential, damages suffered by such Borrower which such Borrower proves were caused by (A) such Issuing Lender’s willful misconduct or gross negligence in determining whether documents presented under a Letter of Credit comply with the terms of such Letter of Credit or (B) such Issuing Lender’s willful failure to make lawful payment under any Letter of Credit after the presentation to it of a draft and certificate strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lenders and the Underlying Issuers may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.

(i) Cash Collateral Account.

(i) If the US Borrower is required to deposit funds in the US Cash Collateral Account pursuant to the terms hereof, then the US Borrower and the US Administrative Agent shall establish the US Cash Collateral Account and the US Borrower shall execute any documents and agreements, including the US Administrative Agent’s standard form assignment of deposit accounts, that the US Administrative Agent requests in connection therewith to establish the US Cash Collateral Account and grant the US Administrative Agent an Acceptable Security Interest in such account and the funds therein. The US Borrower hereby pledges to the US Administrative Agent and grants the US Administrative Agent a security interest in the US Cash Collateral Account, whenever established, all funds held in the US Cash Collateral Account from time to time, and all proceeds thereof as security for the payment of the Obligations.

(ii) If the Canadian Borrower is required to deposit funds in the Canadian Cash Collateral Account pursuant to the terms hereof, then the Canadian Borrower and the Canadian Administrative Agent shall establish the Canadian Cash Collateral Account and the Canadian Borrower shall execute any documents and agreements, including the Canadian Administrative Agent’s standard form assignment of deposit accounts, that the Canadian Administrative Agent requests in connection therewith to establish the Canadian Cash Collateral Account and grant the Canadian Administrative Agent an Acceptable Security Interest in such account and the funds therein. The Canadian Borrower hereby pledges to the Canadian Administrative Agent and grants the Canadian Administrative Agent a security interest in the Canadian Cash Collateral Account, whenever established, all funds held in the Canadian Cash Collateral Account from time to time, and all proceeds thereof as security for the payment of the Canadian Obligations.

(iii) Funds held in the Cash Collateral Accounts shall be held as cash collateral for obligations with respect to US Letters of Credit in the case of the US Cash Collateral Account and the Canadian Letters of Credit in the case of the Canadian Cash Collateral Account. Such funds shall be promptly

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applied by the Applicable Administrative Agent at the request of the Applicable Issuing Lender to any reimbursement or other obligations under the applicable Letters of Credit that exist or occur. To the extent that any surplus funds are held in the US Cash Collateral Account above the US Letter of Credit Exposure during the existence of an Event of Default the US Administrative Agent may (A) hold such surplus funds in the US Cash Collateral Account as cash collateral for the Obligations or (B) apply such surplus funds to any Obligations in any manner directed by the Majority Lenders. To the extent that any surplus funds are held in the Canadian Cash Collateral Account above the Canadian Letter of Credit Exposure during the existence of an Event of Default the Canadian Administrative Agent may (A) hold such surplus funds in the Canadian Cash Collateral Account as cash collateral for the Canadian Obligations or (B) apply such surplus funds to any such Obligations in any manner directed by the Canadian Majority Lenders. If no Default exists, the Administrative Agents shall release to the Applicable Borrower at such Borrower’s written request any funds held in the applicable Cash Collateral Account above the amounts required by 2.3(i).

(iv) Funds held in the US Cash Collateral Account shall be invested in Liquid Investments maintained with, and under the sole dominion and control of, the US Administrative Agent or in another investment if mutually agreed upon by the US Borrower and the US Administrative Agent, but the US Administrative Agent shall have no other obligation to make any other investment of the funds therein. Funds held in the Canadian Cash Collateral Account shall be invested in Liquid Investments maintained with, and under the sole dominion and control of, the Canadian Administrative Agent or in another investment if mutually agreed upon by the Canadian Borrower and the Canadian Administrative Agent, but the Canadian Administrative Agent shall have no other obligation to make any other investment of the funds therein. The Administrative Agents shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Accounts and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which such Administrative Agent accords its own property, it being understood that neither Administrative Agent shall have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

(v) If any Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, if any Letter of Credit or Swingline Advance is at the time outstanding, the applicable Issuing Lender and Swingline Lender, as the case may be, by notice to the Borrowers and such Defaulting Lender or Potential Defaulting Lender through the Applicable Administrative Agent, may require the applicable Borrower to cash collateralize the obligations of the applicable Borrower to such Issuing Lender or Swingline Lender in respect of such Letter of Credit or Swingline Advance in amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender or such Potential Defaulting Lender in respect thereof, or to make other arrangements satisfactory to the Applicable Administrative Agent, and to such Issuing Lender and the Swingline Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender.

(j) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary of the US Borrower or a Subsidiary of the Canadian Borrower, (i) the US Borrower shall be obligated to reimburse the US Issuing Lender or the Underlying Issuer hereunder for any and all drawings under such Letter of Credit issued under the US Facility by the US Issuing Lender or Underlying Issuer and (ii) the Canadian Borrower shall be obligated to reimburse the Canadian Issuing Lender hereunder for any and all drawings under such Letter of Credit issued under the Canadian Facility by the Canadian Issuing Lender. The US Borrower hereby acknowledges that the issuance of Letters of Credit for the account of its Subsidiaries inures to the benefit of the US Borrower, and that the US Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. The Canadian Borrower hereby acknowledges that the issuance

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of Letters of Credit for the account of its Subsidiaries inures to the benefit of the Canadian Borrower, and that the Canadian Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

(k) Existing Letters of Credit. (i) The US Issuing Lender, the US Lenders and the US Borrower agree that effective as of the Effective Date, the Existing US Letters of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions of, this Agreement. The Canadian Issuing Lender, the Canadian Lenders and the Canadian Borrower agree that effective as of the Effective Date, the Existing Canadian Letters of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions of, this Agreement. (ii) The US Borrower and each other party hereto hereby acknowledge and agree that all Letters of Credit issued and outstanding on the Third Amendment Effective Date shall constitute Letters of Credit under this Agreement on and after the Third Amendment Effective Date with the same effect as if such Letters of Credit were issued by the Issuing Lender or an Underlying Issuer at the request of US Borrower on the Third Amendment Effective Date.

(l) Underlying Issuer and Letters of Credit.

(i) US Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Letter of Credit or by US Issuing Lender’s interpretations of any Reimbursement Undertaking even though this interpretation may be different from US Borrower’s own, and US Borrower understands and agrees that none of the US Issuing Lender, any Secured Party, or any Underlying Issuer shall be liable for any error, negligence, or mistake, whether of omission or commission, in following US Borrower’s instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. US Borrower understands that the Reimbursement Undertakings may require US Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by US Borrower against such Underlying Issuer. US BORROWER HEREBY AGREES TO INDEMNIFY, SAVE, DEFEND, AND HOLD US ISSUING LENDER AND EACH OTHER SECURED PARTY HARMLESS WITH RESPECT TO ANY LOSS, COST, EXPENSE (INCLUDING REASONABLE ATTORNEYS FEES), OR LIABILITY INCURRED BY THEM AS A RESULT OF THE US ISSUING LENDER’S INDEMNIFICATION OF AN UNDERLYING ISSUER; PROVIDED, HOWEVER, THAT US BORROWER SHALL NOT BE OBLIGATED HEREUNDER TO INDEMNIFY FOR ANY SUCH LOSS, COST, EXPENSE, OR LIABILITY TO THE EXTENT THAT IT IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE US ISSUING LENDER. Borrower hereby acknowledges and agrees that none of the US Issuing Lender, any Secured Party, or any Underlying Issuer shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any Letter of Credit.

(ii) US Borrower hereby authorizes and directs any Underlying Issuer to deliver to the US Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the US Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application.

(iii) Any and all issuance charges, commissions, fees, and costs incurred by the US Issuing Lender relating to Underlying Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and shall be reimbursable immediately by US Borrower to US Administrative Agent for the account of the US Issuing Lender; it being acknowledged and agreed by US Borrower that the Underlying Issuer may impose a schedule of charges for amendments, extensions, drawings, and renewals.

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Section 2.4 Swingline Advances.

(a) Subfacility. On the terms and conditions set forth in this Agreement, (i) the US Swingline Lender may, but is not obligated to, from time-to-time on any Business Day from the Effective Date until the last Business Day occurring before the Maturity Date, make US Swingline Advances in Dollars to the US Borrower in an aggregate principal amount not to exceed the US Swingline Amount at any time, and (ii) the Canadian Swingline Lender may, but is not obligated to, from time-to-time on any Business Day from the Effective Date until the last Business Day occurring before the Maturity Date, make Canadian Swingline Advances in Canadian Dollars to the Canadian Borrower in an aggregate principal amount not to exceed the Canadian Swingline Amount outstanding at any time; provided that (A) after giving effect to such Swingline Advance, the US Outstandings and the Canadian Outstandings shall not exceed the applicable Credit Amount in effect at such time, (B) no Swingline Advance may mature after the Maturity Date, and (C) no Swingline Advance shall be made by either Swingline Lender if the conditions set forth in Section 3.2 have not been met as of the date of such Swingline Advance. The Borrowers agree that the giving of the applicable Notice of Borrowing and the acceptance by the Applicable Borrower of the proceeds of such Swingline Advance shall constitute a representation and warranty by the such Borrower that on the date of such Swingline Advance the conditions set forth in Section 3.2 have been met.

(b) Evidence of Indebtedness. The indebtedness of the US Borrower to the US Swingline Lender resulting from US Swingline Advances, and the indebtedness of the Canadian Borrower to the Canadian Swingline Lender resulting from Canadian Swingline Advances shall be evidenced as set forth in Section 2.2.

(c) Prepayment. Within the limits expressed in this Agreement and subject to the applicable Swingline Lender’s sole discretion, amounts advanced pursuant to Section 2.4(a) may from time to time be borrowed, prepaid without penalty, and reborrowed. If the amount of aggregate outstanding amount of US Swingline Advances ever exceeds the US Swingline Amount, the US Borrower shall, upon receipt of written notice of such condition from the US Swingline Lender and to the extent of such excess, prepay to the US Swingline Lender outstanding principal of the US Swingline Amount such that such excess is eliminated. If the Canadian Dollar Equivalent amount of the aggregate outstanding amount of Canadian Swingline Advances ever exceeds the Canadian Swingline Amount, the Canadian Borrower shall, upon receipt of written notice of such condition from the Canadian Swingline Lender and to the extent of such excess, prepay to the Canadian Swingline Lender outstanding principal of the Canadian Swingline Amount such that such excess is eliminated.

(d) Refinancing of Swingline Advances.

(i) The US Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrower (which hereby irrevocably authorizes such Swingline Lender to so request on its behalf), that each US Lender make a US Base Rate Advance under the US Facility in an amount equal to such Lender’s Applicable Percentage of the amount of US Swingline Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof), without regard to the minimum and multiples specified in Section 2.6(c) for the principal amount of US Borrowings but subject to the unutilized portion of the US Commitments and the conditions set forth in Section 3.2. The US Swingline Lender shall furnish the US Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the US Administrative Agent. Regardless of whether the request for such US Base Rate Advance complies with Section 2.6, each US Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Notice of Borrowing available to the US Administrative Agent in Same Day Funds to the US Administrative Agent’s Account for the account of the US Swingline Lender at the US Administrative Agent’s Lending Office for Dollar-denominated

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payments not later than 1:00 p.m. on the day specified in such Notice of Borrowing, whereupon, subject to Section 2.4(d)(iii), each US Lender that so makes funds available shall be deemed to have made a US Base Rate Advance under the US Facility to the US Borrower in such amount. The US Administrative Agent shall remit the funds so received to the US Swingline Lender.

(ii) The Canadian Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the Canadian Borrower (which hereby irrevocably authorizes such Swingline Lender to so request on its behalf), that each Canadian Lender make a Canadian Base Rate (C$) Advance denominated in an amount equal to such Lender’s Applicable Percentage of the amount of Canadian Swingline Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof), without regard to the minimum and multiples specified in Section 2.6(c) for the principal amount of Canadian Borrowings but subject to the unutilized portion of the Canadian Commitments and the conditions set forth in Section 3.2. The Canadian Swingline Lender shall furnish the Canadian Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Canadian Administrative Agent. Regardless of whether the request for such Canadian Base Rate (C$) Advance complies with Section 2.6, each Canadian Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Notice of Borrowing available to the Canadian Administrative Agent in Same Day Funds for the account of the Canadian Swingline Lender at the Canadian Administrative Agent’s Lending Office for Canadian Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Notice of Borrowing, whereupon, subject to Section 2.4(d)(iii), each Canadian Lender that so makes funds available shall be deemed to have made a Canadian Base Rate (C$) Advance to the Canadian Borrower in such amount. The Canadian Administrative Agent shall remit the funds so received to the Canadian Swingline Lender.

(iii) If for any reason any Swingline Advance cannot be refinanced by such a US Borrowing or Canadian Borrowing, as applicable, in accordance with Section 2.4(d)(i) or Section 2.4(d)(ii), the applicable Notice of Borrowing submitted by the Applicable Swingline Lender as set forth herein shall be deemed to be a request by such Swingline Lender that each of the applicable Lenders fund its risk participation in the relevant Swingline Advances (with respect to US Swingline Advances, to the US Administrative Agent’s Account) and each such Lender’s payment to the Applicable Administrative Agent for the account of the Applicable Swingline Lender pursuant to Section 2.4(d)(i) or Section 2.4(d)(ii) shall be deemed payment in respect of such participation.

(iv) If any Lender fails to make available to the Applicable Administrative Agent for the account of the Applicable Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.4(d) by the time specified in Section 2.4(d)(i) or Section 2.4(d)(ii), the Applicable Swingline Lender shall be entitled to recover from such Lender (acting through the Applicable Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Swingline Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the Applicable Swingline Lender submitted to any Lender (through the Applicable Administrative Agent) with respect to any amounts owing under this clause (iv) shall be conclusive absent manifest error.

(v) Each Lender’s obligation to make Advances or to purchase and fund risk participations in Swingline Advances pursuant to this Section 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Swingline Lender, the US Borrower, the Canadian Borrower, or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the

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foregoing; provided, however, that each Lender’s obligation to make Advances pursuant to Section 2.4(d)(i) or 2.4(d)(ii) is subject to the conditions set forth in Section 3.2. No such funding of risk participations shall (1) relieve or otherwise impair the obligation of the US Borrower to repay the US Swingline Advances, together with interest as provided herein, or (2) relieve or otherwise impair the obligation of the Canadian Borrower to repay the Canadian Swingline Advances, together with interest as provided herein.

(e) Repayment of Participations.

(i) At any time after any Lender has purchased and funded a risk participation in a Swingline Advance, if the Applicable Swingline Lender receives any payment on account of such Swingline Advance, the Applicable Swingline Lender will distribute to such Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Applicable Swingline Lender.

(ii) If any payment received by the Applicable Swingline Lender in respect of principal or interest on any Swingline Advance is required to be returned by such Swingline Lender under any of the circumstances described in Section 9.13 (including pursuant to any settlement entered into by such Swingline Lender in its discretion), each Lender shall pay to the Applicable Swingline Lender its Applicable Percentage thereof on demand of the Applicable Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Applicable Administrative Agent will make such demand upon the request of the Applicable Swingline Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(f) Interest for Account of Swingline Lender. The US Swingline Lender shall charge the Loan Account, as permitted under Section 2.18, for interest on the US Swingline Advances. The Canadian Swingline Lender shall be responsible for invoicing the Canadian Borrower for interest on the Canadian Swingline Advances. Until each Lender funds its Advances or risk participation pursuant to this Section to refinance such Lender’s Applicable Percentage of the applicable Swingline Advances, interest in respect of such Applicable Percentage shall be solely for the account of the Applicable Swingline Lender.

(g) Payments Directly to Swingline Lender. The US Borrower shall make all payments of principal and interest in respect of the US Swingline Advances directly to the US Swingline Lender. The Canadian Borrower shall make all payments of principal and interest in respect of the Canadian Swingline Advances directly to the Canadian Swingline Lender.

(h) Method of Borrowing. Except as provided in the clause (c) above, each request for a Swingline Advance shall be made pursuant to telephone notice to the Applicable Swingline Lender given no later than 11:00 a.m. (Houston, Texas time or Calgary, Alberta Canada time) / 12:00 p.m. (Atlanta, Georgia time) on the date of the proposed Swingline Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied or facsimiled to the Applicable Administrative Agent and the Applicable Swingline Lender. The Applicable Swingline Lender will promptly make such Swingline Advance available to the Applicable Borrower at the Applicable Borrower’s account with the Applicable Administrative Agent.

(i) Discretionary Nature of the Swing Line Facilities. Notwithstanding any terms to the contrary contained herein, each of the Swingline facilities provided herein (i) is an uncommitted facility and the Swingline Lenders may, but shall not be obligated to, make Swingline Advances, and (ii) may be

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terminated at any time by the applicable Swingline Lender upon written notice to the applicable Borrower.

Section 2.5 Bankers’ Acceptances.

(a) Subject to the terms and conditions of this Agreement, the Canadian Borrower may request a Borrowing denominated in Canadian Dollars by presenting drafts for acceptance and, if applicable, purchase as B/As by the Canadian Lenders.

(b) No Contract Period with respect to a B/A to be accepted and, if applicable, purchased as an Advance shall extend beyond the Maturity Date. All B/A Borrowings shall be denominated in Canadian Dollars.

(c) To facilitate availment of the B/A Advances, the Canadian Borrower hereby appoints each Canadian Lender as its attorney to sign and endorse on its behalf, in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Canadian Lender, blank forms of B/As in the form requested by such Canadian Lender. The Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by a Canadian Lender shall bind the Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Canadian Borrower. Each Canadian Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Canadian Lender; provided that the aggregate amount thereof is equal to the aggregate amount of B/As required to be accepted and purchased by such Canadian Lender. No Canadian Lender shall be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except the gross negligence or willful misconduct of such Canadian Lender or its officers, employees, agents or representatives. Each Canadian Lender shall maintain a record with respect to B/As (i) voided by it for any reason, (ii) accepted and purchased by it hereunder and (iii) canceled at their respective maturities. Each Canadian Lender further agrees to retain such records in the manner and for the statutory periods provided in the various provincial or federal statutes and regulations which apply to such Canadian Lender. On request by or on behalf of the Canadian Borrower, a Canadian Lender shall cancel all forms of B/A which have been pre-signed or pre-endorsed on behalf of the Canadian Borrower and which are held by such Canadian Lender and are not required to be issued in accordance with the Canadian Borrower’s irrevocable notice. At the discretion of a Canadian Lender, B/As to be accepted by such Canadian Lender may be issued in the form of “Depository Bills” within the meaning of the Depository Bills and Notes Act (Canada) and deposited with the Canadian Depository for Securities Limited (“CDS”) and may be made payable to “CDS & Co.” or in such other name as may be acceptable to CDS and thereafter dealt with in accordance with the rules and procedures of CDS, consistent with the terms of this Agreement and the Depository Bills and Notes Act (Canada). All Depository Bills so issued shall be governed by the provisions of this Section 2.5.

(d) Drafts of the Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in this Section 2.5. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Canadian Lenders or the Canadian Borrower at the date of issuance of a B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on the Canadian Borrower.

(e) Promptly following receipt of a notice of borrowing, continuation or conversion of B/As, the Canadian Administrative Agent shall so advise the Canadian Lenders and shall advise each Canadian Lender of the aggregate face amount of the B/As to be accepted by it and the applicable Contract Period (which shall be identical for all Canadian Lenders). The aggregate face amount of the B/As to be accepted by a Canadian Lender shall be in an integral multiple of C$100,000 and such face amount shall

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be in each Canadian Lender’s Applicable Percentage of such Canadian Borrowing, and each such Canadian Borrowing shall be no less than $1,000,000; provided, that the Canadian Administrative Agent may, in its sole discretion, increase or reduce any Canadian Lender’s portion of such B/A to the nearest C$100,000.

(f) The Canadian Borrower may specify in a notice of borrowing or conversion or continuation pursuant to Section 2.6(a) or Section 2.6(b), respectively, that it desires that any B/As requested by such notice be purchased by the Canadian Lenders, in which case the Canadian Lenders shall purchase, or arrange the purchase of, each B/A from the Canadian Borrower at the Discount Rate for such Canadian Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds for the account of the Canadian Borrower. The Acceptance Fee payable by the Canadian Borrower to a Canadian Lender under Section 2.10(f) in respect of each B/A accepted by such Canadian Lender shall be set off against the Discount Proceeds payable by such Canadian Lender under this Section 2.5.

(g) Each Canadian Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/As accepted and purchased by it.

(h) If a Canadian Lender notifies the Canadian Administrative Agent in writing that it is unable to accept Bankers’ Acceptances, such Canadian Lender will, instead of accepting and, if applicable, purchasing Bankers’ Acceptances, make an advance (a “B/A Equivalent Advance”) to the Canadian Borrower in the amount and for the same term as the draft that such Canadian Lender would otherwise have been required to accept and purchase hereunder. Each such Canadian Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Advance for the account of the Canadian Borrower. Each such B/A Equivalent Advance will bear interest at the same rate that would result if such Lender had accepted (and been paid an Acceptance Fee) and purchased (on a discounted basis at the Discount Rate) a Bankers’ Acceptance for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Advance shall have the same economic consequences for the Lenders and the Canadian Borrower as the Bankers’ Acceptance which such B/A Equivalent Advance replaces). All such interest shall be paid in advance on the date such B/A Equivalent Advance is made, and will be deducted from the principal amount of such B/A Equivalent Advance in the same manner in which the Discount Proceeds of a Bankers’ Acceptance would be deducted from the face amount of the Bankers’ Acceptance.

(i) The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Canadian Lender in respect of a B/A accepted and purchased by it pursuant to this Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Canadian Lender in its own right and the Canadian Borrower agrees not to claim any days of grace if such Canadian Lender as holder sues the Canadian Borrower on the B/A for payment of the amount payable by the Canadian Borrower thereunder. On the last day of the Contract Period of a B/A, or such earlier date as may be required or permitted pursuant to the provisions of this Agreement, the Canadian Borrower shall pay the Canadian Lender that has accepted and purchased such B/A the full face amount of such B/A (subject to Section 2.5(j) below and Section 2.7(b)), and after such payment, the Canadian Borrower shall have no further liability in respect of such B/A and such Canadian Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.

(j) Except as required by any Canadian Lender upon the occurrence of an Event of Default, no B/A Advance may be repaid by the Canadian Borrower prior to the expiry date of the Contract Period applicable to such B/A Advance; provided, however, that any B/A or B/A Equivalent Advance may be defeased as provided in the proviso to Section 2.7(b).

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Section 2.6 Borrowings; Procedures and Limitations.

(a) Notice. Each Borrowing shall be made pursuant to a Notice of Borrowing and given:

(i) by the US Borrower to the US Administrative Agent not later than 12:00 p.m. (Houston, Texas time) / 1:00 p.m. (Atlanta, Georgia time) on the fourth Business Day before the date of the proposed Borrowing in the case of a Eurocurrency Advance under the US Facility denominated in a Foreign Currency,

(ii) by the US Borrower to the US Administrative Agent not later than 12:00 p.m. (Houston, Texas time) / 1:00 p.m. (Atlanta, Georgia time) on the third Business Day before the date of the proposed Borrowing in the case of a Eurocurrency Advance under the US Facility denominated in Dollars,

(iii) by the US Borrower to the US Administrative Agent not later than 12:00 p.m. (Houston, Texas time) / 1:00 p.m. (Atlanta, Georgia time) one Business Day before the date of the proposed Borrowing in the case of a US Base Rate Advance;

(iv) by the Canadian Borrower to the Canadian Administrative Agent not later than 12:00 p.m. (Calgary, Alberta Canada time) on the fourth Business Day before the date of the proposed Borrowing in the case of a Eurocurrency Advance under the Canadian Facility denominated in Dollars,

(v) by the Canadian Borrower to the Canadian Administrative Agent not later than 12:00 p.m. (Calgary, Alberta Canada time) on the third Business Day before the date of the proposed Borrowing in the case of a Eurocurrency Advance under the Canadian Facility, Canadian Base Rate (US$) Advance and in the case of B/A Advances, and

(vi) by the Canadian Borrower to the Canadian Administrative Agent not later than 12:00 p.m. (Calgary, Alberta Canada time) one Business Day before the date of the proposed Borrowing in the case of a Canadian Base Rate (C$) Advance.

The Applicable Administrative Agent shall give each applicable Lender prompt notice on the day of receipt of timely Notice of Borrowing of such proposed Borrowing by telecopier; provided however that the Administrative Agents and each of the Lenders hereby waive the requirement in this Section 2.6(a) with respect to the initial Borrowing to be made on the Effective Date. Each Notice of Borrowing shall be by telephone or telecopier (and if by telephone, confirmed promptly with a written Notice of Borrowing received by the applicable Administrative Agent prior to 4:00 p.m. (Houston, Texas time) / 5:00 p.m. (Atlanta, Georgia time) on the same day), specifying the (i) requested date of such Borrowing (which shall be a Business Day), (ii) requested Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iv) if such Borrowing is to be comprised of Eurocurrency Advances, the Interest Period for such Advances, (v) if such Borrowing is to be comprised of B/A Advances, the Contract Period for such Advances, and (vi) the Designated Currency of such Borrowing. In the case of a proposed Borrowing comprised of Eurocurrency Advances, the Applicable Administrative Agent shall promptly notify each applicable Lender of the applicable interest rate under Section 2.10, as applicable. Each US Lender or Canadian Lender, as applicable, shall before 11:00 a.m. (Houston, Texas time or Calgary, Alberta Canada time, as applicable) on the date of the proposed Borrowing, make available for the account of its Lending Office to the Applicable Administrative Agent at its address referred to in Section 9.7 with respect to the Canadian Administrative Agent, and to the US Administrative Agent’s Account with respect to the US Administrative Agent, or such other location or accounts as the Applicable Administrative Agent may specify by notice to the applicable Lenders, in

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Same Day Funds, such Lender’s Applicable Pro Rata Share of such Borrowing. Promptly upon the Applicable Administrative Agent’s receipt of such funds (but in any event not later than 3:00 p.m. (Houston, Texas time or Calgary, Alberta Canada time, as applicable) on the date of the proposed Borrowing) and provided that the applicable conditions set forth in Article III have been satisfied, the Applicable Administrative Agent will make such funds available to the Applicable Borrower (x) at its account with the Canadian Administrative Agent with respect to a Canadian Borrowing, and (y) to the Designated Account with respect to a US Borrowing.

(b) Conversions and Continuations. In order to elect to Convert or continue Advances comprising part of the same Borrowing under this Section, the Applicable Borrower shall:

(i) in case of a US Borrowing, deliver an irrevocable Notice of Conversion or Continuation to the US Administrative Agent at the US Administrative Agent’s office no later than 12:00 p.m. (Houston, Texas time) / 1:00 p.m. (Atlanta, Georgia time) (A) at least one Business Day in advance of the proposed Conversion date in the case of a Conversion of such Advances to US Base Rate Advances, (B) at least three Business Days in advance of the proposed Conversion or continuation date in the case of a Conversion to, or a continuation of, Eurocurrency Advances denominated in Dollars; and (C) at least four Business Days in advance of the proposed Conversion or continuation date in the case of a Conversion to, or a continuation of, Eurocurrency Advances denominated in Foreign Currencies;

(ii) in case of a Canadian Borrowing or a B/A Borrowing, deliver an irrevocable Notice of Conversion or Continuation to the Canadian Administrative Agent at the Canadian Administrative Agent’s office no later than 12:00 p.m. (Calgary, Alberta Canada time) (A) at least one Business Day in advance of the proposed Conversion date in the case of a Conversion of such Advance to Canadian Base Rate (C$) Advances, (B) at least three Business Day in advance of the proposed Conversion date in the case of a Conversion of such Advance to Canadian Base Rate (US$) Advances, (C) at least three Business Days in advance of the proposed Conversion or continuation date in the case of a Conversion to, or a continuation of, Eurocurrency Advances under the Canadian Facility, and (D) at least three Business Days in advance of the proposed Conversion or continuation date in the case of a Conversion to, or a continuation of, B/A Advances.

Each such Notice of Conversion or Continuation shall be in writing or by telephone or telecopier, and if by telephone, confirmed promptly in writing, specifying (A) the requested Conversion or continuation date (which shall be a Business Day), (B) the Borrowing amount and Type of the Advances to be Converted or continued, (C) whether a Conversion or continuation is requested, and if a Conversion, into what Type of Advances, (D) in the case of a Conversion to, or a continuation of, Eurocurrency Advances, the requested Interest Period, and (E) in the case of a Conversion to, or continuation of, B/A Advances, the requested Contract Period. Promptly after receipt of a Notice of Conversion or Continuation under this paragraph, the Applicable Administrative Agent shall provide each applicable Lender with a copy thereof and, in the case of a Conversion to or a continuation of Eurocurrency Advances, notify each applicable Lender of the applicable interest rate under Section 2.10 as applicable. For purposes other than the conditions set forth in Section 3.2, the portion of Advances comprising part of the same Borrowing that are Converted to Advances of another Type shall constitute a new Borrowing.

(i) Each US Borrowing shall (A) be in an aggregate amount not less than $3,000,000 and in integral multiples of $1,000,000 in excess thereof in case of Eurocurrency Advances and in an aggregate amount not less than $500,000 and in integral multiples of $100,000 in excess thereof in case of US Base Rate Advances, (B) consist of Advances of the same Type made, Converted or

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continued on the same day by the US Lenders according to their Applicable Percentage, and (C) denominated in the applicable Designated Currencies.

(ii) Each Canadian Borrowing and each B/A Borrowing shall (A) with respect to Eurocurrency Advances, be in an aggregate amount not less than $1,000,000 and in integral multiples of $100,000, (B) with respect to Canadian Base Rate (US$) Advances, be in an aggregate amount not less than $500,000 and in integral multiples of $100,000 in excess thereof, (C) with respect to Canadian Base Rate (C$) Advances, be in an aggregate amount not less than C$500,000 and in integral multiples of C$100,000, (D) with respect to B/A Advances, be in such minimum amounts required under Section 2.5, (E) consist of Advances of the same Type made, Converted or continued on the same day by the Canadian Lenders according to their Applicable Percentage, and (F) denominated in the applicable Designated Currencies.

(iii) At no time shall there be more than eight Interest Periods applicable to outstanding Eurocurrency Advances under the Facilities nor more than five Contract Periods applicable to B/A Advances under the Canadian Facility.

(iv) No single Borrowing consisting of Eurocurrency Advances may include Advances in different currencies and no single Borrowing consisting of Canadian Base Rate Advances may include Advances in different currencies.

(v) Neither Borrower may select Eurocurrency Advances for any Borrowing to be made, Converted or continued if a Default or Event of Default has occurred and is continuing.

(vi) Canadian Borrower may not select B/A Advances for any Borrowing to be made, Converted or continued if a Default or Event of Default has occurred and is continuing.

(vii) If any Lender shall, at least one Business Day prior to the requested date of any Borrowing comprised of Eurocurrency Advances or B/A Advances, notify the Applicable Administrative Agent and the Applicable Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make Eurocurrency Advances or B/A Advances or to fund or maintain Eurocurrency Advances or B/A Advances, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or take deposits of, Dollars or any Foreign Currency in the applicable interbank market, then (1) if the requested Borrowing was of US Advances, such Lender’s Applicable Percentage of the Dollar Equivalent amount of such Borrowing shall be made as a US Base Rate Advance of such US Lender under the US Facility, (2) if the requested Borrowing was of Canadian Advances denominated in Dollars, such Lender’s Applicable Percentage of the Dollar Equivalent amount of such Borrowing shall be made as a Canadian Base Rate (US$) Advance of such Lender, (3) if the requested Borrowing was of Canadian Advances denominated in Canadian Dollars, such Lender’s Applicable Percentage of the amount of such Borrowing shall be made as a Canadian Base Rate (C$) Advance of such Lender, (4) in any event, such US Base Rate Advance or Canadian Base Rate Advance, as applicable, shall be considered part of the same Borrowing and interest on such US Base Rate Advance or Canadian Base Rate Advance, as applicable, shall be due and payable at the same time that interest on the Eurocurrency Advances or the face amount of the B/A Advances comprising the remainder of such Borrowing shall be due and payable, and (5) any obligation of such Lender to make, continue, or Convert to, Eurocurrency Advances in the affected currency or currencies, or to make B/A Advances, including in connection with such requested Borrowing, shall be suspended until such Lender notifies

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the Applicable Administrative Agent and the Applicable Borrower that the circumstances giving rise to such determination no longer exist.

(viii) If (A) the US Administrative Agent is unable to determine the Eurocurrency Rate for Eurocurrency Advances comprising any requested US Borrowing, or (B) the Canadian Administrative Agent is unable to determine the Eurocurrency Rate for Eurocurrency Advances comprising any requested Canadian Borrowing, the right of the Applicable Borrower to select Eurocurrency Advances in the affected currency or currencies for such Borrowing or for any subsequent Borrowing shall be suspended until the Applicable Administrative Agent shall notify the Applicable Borrower and the applicable Lenders that the circumstances causing such suspension no longer exist, and each US Advance comprising such Borrowing shall be made as a US Base Rate Advance under the US Facility in the Dollar Equivalent of the originally requested Advance, and each Canadian Advance comprising such Borrowing shall be made as a Canadian Base Rate (US$) Advance in the Dollar Equivalent of the originally requested Advance.

(ix) If the US Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the US Administrative Agent that (A) the Eurocurrency Rate for Eurocurrency Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurocurrency Advances, as the case may be, for such Borrowing, or (B) deposits are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Advance, then the US Administrative Agent shall give notice thereof to the US Borrower and the US Lenders and the right of the US Borrower to select Eurocurrency Advances in the affected currency or currencies for such US Borrowing or for any subsequent US Borrowing shall be suspended until the US Administrative Agent shall notify the US Borrower and the US Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made as a US Base Rate Advance under the US Facility in the Dollar Equivalent of the originally requested Advance.

(x) If the Canadian Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Canadian Administrative Agent that (A) the Eurocurrency Rate for Eurocurrency Advances or the Discount Rate for the B/A Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurocurrency Advances or B/A Advances, as the case may be, for such Borrowing, or (B) deposits are not being offered to banks in the applicable offshore interbank market for Dollars or Canadian Dollars for the applicable amount and Interest Period of such Eurocurrency Advance, the right of the Canadian Borrower to select Eurocurrency Advances or B/A Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Canadian Administrative Agent shall notify the Canadian Borrower and the Canadian Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Canadian Borrowing shall be made as a Canadian Base Rate (US$) Advance in case of a requested Eurocurrency Advance and as a Canadian Base Rate (C$) Advance in case of a requested B/A Advance.

(xi) With respect to any proposed Borrowing consisting of Eurocurrency Advances denominated in any Foreign Currencies and requested or made under the US Facility, if there shall occur on or prior to the date of such Borrowing any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the US Administrative Agent or the US Majority Lenders, make it impracticable for such Borrowing to be denominated in the Foreign Currency designated by the US Borrower, then the US Administrative Agent shall give notice thereof to the US Borrower and the US Lenders, and the right of the US Borrower to select Eurocurrency Advances in the affected currency

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or currencies for such Borrowing or for any subsequent Borrowing shall be suspended until the US Administrative Agent shall notify the US Borrower and the US Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be made as a US Base Rate Advance in the Dollar Equivalent of the originally requested Advance.

(xii) If the Applicable Borrower shall fail to select the duration or continuation of any Interest Period for any Eurocurrency Advance in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 and paragraph (a) or (b) above, the Applicable Administrative Agent will forthwith so notify the Applicable Borrower and the applicable Lenders and (A) if denominated in Dollars under the US Facility, such affected Advances will be made available to the US Borrower on the date of such Borrowing as US Base Rate Advances or, if such affected Advances are existing Advances, will be Converted into US Base Rate Advances at the end of Interest Period then in effect, (B) if under the Canadian Facility, such affected Advances will be made available to the Canadian Borrower on the date of such Borrowing as Canadian Base Rate (US$) Advances or, if such affected Advances are existing Advances, will be Converted into Canadian Base Rate (US$) Advances at the end of Interest Period then in effect, and (C) if denominated in a Foreign Currency under the US Facility, the US Borrower shall be deemed to have specified an Interest Period of one month for such affected Advances or, if such affected Advances are existing Advances, such affected Advances will be continued as a Eurocurrency Advance in the original Designated Currency with an Interest Period of one month.

(xiii) If the Canadian Borrower shall fail to select the duration or continuation of any Contract Period for any B/A Advance in accordance with the provisions contained in the definition of “Contract Period” in Section 1.1, clause (a) and (b) above, and Section 2.5, the Canadian Administrative Agent will forthwith so notify the Canadian Borrower and the Canadian Lenders and such affected B/A Advances will be made available to the Canadian Borrower on the date of such Borrowing as Canadian Base Rate (C$) Advances or, if such affected B/A Advances are existing Advances, will be automatically Converted into Canadian Base Rate (C$) Advances at the end of the Contract Period then in effect.

(xiv) If the US Borrower shall fail to specify a currency for any Eurocurrency Advances under the US Facility, then the Eurocurrency Advances as requested shall be made in Dollars.

(xv) US Advances may only be Converted or continued as US Advances.

(xvi) Canadian Advances may only be Converted or continued as Canadian Advances.

(xvii) Swingline Advances may not be Converted or continued.

(xviii) No Advance may be Converted or continued as an Advance in a different currency, but instead must be prepaid (or defeased with respect to B/A Advances) in the original Designated Currency of such Advance and reborrowed in such new Designated Currency.

(d) Notices Irrevocable. Each Notice of Borrowing and Notice of Conversion or Continuation shall be irrevocable and binding on the Applicable Borrower.

(e) Lender Obligations Several. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, to make its Advance on the date of such Borrowing. No Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

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(f) Funding by Lenders; Administrative Agents’ Reliance. Unless the Applicable Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurocurrency Advances or of B/A Advances, or prior to noon on the date of any Borrowing of Base Rate Advances, that such Lender will not make available to the Applicable Administrative Agent such Lender’s share of such Borrowing, the Applicable Administrative Agent may assume that such Lender has made such share available in accordance with and at the time required in Section 2.6 (or, in the case of a Borrowing of B/A Advances, that such Lender has made such share available in accordance with and at the time required by Section 2.5) and may, in reliance upon such assumption, make available to the Applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Applicable Administrative Agent, then the applicable Lender and the Applicable Borrower severally agree to pay to the Applicable Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Applicable Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate and (B) in the case of a payment to be made by such Borrower, the interest rate applicable to the requested Borrowing. If such Borrower and such Lender shall pay such interest to the Applicable Administrative Agent for the same or an overlapping period, the Applicable Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Applicable Administrative Agent, then the amount so paid shall constitute such Lender’s Advance included in such Borrowing. Any payment by such Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Applicable Administrative Agent. A notice of the Applicable Administrative Agent to any Lender or Applicable Borrower with respect to any amount owing under this subsection (f) shall be conclusive, absent manifest error.

Section 2.7 Prepayments; Defeasance.

(a) Right to Prepay. No Borrower shall have any right to prepay any principal amount of any Advance except as provided in this Section 2.7.

(b) Optional.

(i) Each Borrower may elect to prepay any Borrowing (other than Bankers’ Acceptances or B/A Equivalent Advances, which may, however, be defeased as provided below), in whole or in part, without penalty or premium except as set forth in Section 2.12 and after giving by 11:00 a.m. (Houston, Texas time or Calgary, Alberta Canada time as applicable) (i) in the case of Eurocurrency Advances, at least three Business Days’ or (ii) in case of Base Rate Advances, same Business Day’s prior written notice to the Applicable Administrative Agent stating the proposed date and aggregate principal amount of such prepayment. If any such notice is given, such Borrower shall prepay Advances comprising part of the same Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice, together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date; provided that each optional partial prepayment of a Borrowing shall be in a minimum amount not less than $3,000,000 and in multiple integrals of $1,000,000 in excess thereof.

(ii) The Canadian Borrower may defease any B/A or B/A Equivalent Advance by depositing with the Canadian Administrative Agent an amount that, together with interest accruing on such amount to the end of the Contract Period for such B/A or B/A Equivalent Advance is sufficient to pay such maturing B/As or B/A Equivalent Advances when due. The Applicable Administrative Agent

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shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.7 and of each Lender’s portion of such prepayment.

(i) On each Computation Date the US Administrative Agent shall consult with the Canadian Administrative Agent regarding the Exchange Rate and the Administrative Agents shall determine the Dollar Equivalent of the aggregate US Outstandings and the aggregate Canadian Outstandings. If, on any Computation Date: (i) the Dollar Equivalent of the US Outstandings exceeds the lesser of the US Borrowing Base then in effect and the aggregate US Commitments then in effect; or (ii) the Dollar Equivalent of the Canadian Outstandings exceeds the lesser of the Canadian Borrowing Base then in effect and the aggregate Canadian Commitments then in effect; then the US Administrative Agent shall give notice thereof to the US Borrower and the US Lenders, and the Canadian Administrative Agent shall give notice thereof to the Canadian Borrower and the Canadian Lenders. Within five Business Days after the Applicable Borrower has received notice thereof, (A) the Canadian Borrower shall first prepay outstanding Canadian Base Rate Advances and Eurocurrency Advances, second defease outstanding B/A Advances pursuant to Section 2.7(b)(ii), third prepay outstanding Canadian Swingline Advances, and fourth make deposits into the Canadian Cash Collateral Account, such that after giving effect to such prepayment or provision, the Dollar Equivalent of the Canadian Outstandings does not exceed the lesser of the Canadian Borrowing Base then in effect and the aggregate Canadian Commitments then in effect and (B) the US Borrower shall first prepay outstanding US Advances, second prepay outstanding US Swingline Advances, and third make deposits into the US Cash Collateral Account, such that after giving effect to such prepayment or provision, the Dollar Equivalent of the US Outstandings does not exceed the lesser of the US Borrowing Base then in effect and the aggregate US Commitments then in effect.

(ii) If, in any fiscal year, the US Borrower or any Subsidiary receives casualty insurance proceeds or condemnation proceeds in connection with any assets of such Borrower or such Subsidiary and, which when taken together with all other insurance proceeds or condemnation proceeds received by the US Borrower or any Subsidiary during such fiscal year but less any third-party costs and expenses incurred by the US Borrower or such Subsidiary to collect such proceeds, are greater than $10,000,000, such proceeds are not utilized to repair or replace or been contractually committed to repair or replace such assets within 365 days after the date of such casualty event or condemnation event, then immediately upon the expiration of such 365-day period (1) the Canadian Borrower shall prepay (or otherwise provide for) the Canadian Outstandings, and (2) US Borrower shall prepay (or otherwise provide for) the US Outstandings to the extent any such proceeds are not Foreign Proceeds, in an aggregate amount equal to 100% of such unutilized excess and such prepayments and provisions shall be made as set forth in Section 2.7(e) and Section 2.7(f); provided that, notwithstanding the provisions of this clause (ii), if an Event of Default has occurred and is continuing when any such insurance proceeds and condemnation proceeds are received by the US Borrower or any Subsidiary, then (A) the Canadian Borrower shall prepay (or otherwise provide for) the Canadian Outstandings, and (B) US Borrower shall prepay (or otherwise provide for) the US Outstandings to the extent any such proceeds are not Foreign Proceeds, in an aggregate amount equal to 100% of all such casualty insurance proceeds and condemnation proceeds less any third-party costs and expenses incurred by the US Borrower or such Subsidiary to collect such proceeds, regardless of whether the aggregate amount of such proceeds in such fiscal year is greater than $10,000,000, and such prepayments and provisions shall be made as set forth in Section 2.7(e) and Section 2.7(f).

(iii) If any currency shall cease to be an Agreed Currency as provided herein, then promptly, but in any event within five (5) Business Days of receipt of the notice from the US Administrative Agent provided for in such sentence, the US Borrower shall prepay all US Advances funded and

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denominated in such affected currency or Convert such US Advances into Advances in Dollars, subject to the other terms set forth in Article II.

(iv) If a Commitment Increase is effected as permitted under Section 2.1(f), the US Borrower shall prepay any US Advances outstanding on such Increase Date and the Canadian Borrower shall prepay any Canadian Advances to the extent necessary to keep the outstanding Canadian Advances and the outstanding US Advances ratable to reflect the revised Applicable Percentages arising from such Commitment Increase. Any prepayment made by US Borrower in accordance with this clause (iv) may be made with the proceeds of Advances made by all the Lenders in connection the Commitment Increase occurring simultaneously with the prepayment.

(v) If, at any time and for any reason, the US Outstandings on such date exceeds the aggregate US Commitments then in effect, then US Borrower shall immediately, first prepay outstanding US Advances, second prepay outstanding US Swingline Advances, and third make deposits into the US Cash Collateral Account, such that after giving effect to such prepayment or provision, the Dollar Equivalent of the US Outstandings does not exceed the aggregate US Commitments.

(vi) If, at any time and for any reason, the Canadian Outstandings on such date exceeds the aggregate Canadian Commitments then in effect, then Canadian Borrower shall immediately, first prepay outstanding Canadian Advances, second prepay outstanding Canadian Swingline Advances, and third make deposits into the Canadian Cash Collateral Account, such that after giving effect to such prepayment or provision, the Dollar Equivalent of the Canadian Outstandings does not exceed the aggregate Canadian Commitments.

(vii) If, at any time and for any reason, the US Outstandings on such date exceeds the Credit Amount then in effect for the US Facility (such excess being a “Deficiency”), then US Borrower shall immediately, first prepay outstanding US Advances, second prepay outstanding US Swingline Advances, and third make deposits into the US Cash Collateral Account, such that after giving effect to such prepayment or provision, the Dollar Equivalent of the US Outstandings does not exceed such Credit Amount; provided, however, that in the case of a Deficiency caused solely as a result of the charging by US Administrative Agent of Lender Group Expenses to the Loan Account and so long as such Deficiency is not in excess of the aggregate US Commitments, the US Borrower shall have 3 Business Days from the date of the initial occurrence of such charge to pay to US Administrative Agent, in cash, the amount of such excess (which period of 3 Business Days shall in no event be duplicative of the 3 Business Days period referenced in Section 7.1(a) of this Agreement).

(d) Interest; Costs. Each prepayment pursuant to this Section 2.7 shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date.

(e) Application of Foreign Proceeds. All excess amounts described in clause (ii) of Section 2.7(c) that are Foreign Proceeds shall be applied by the Canadian Borrower for the following prepayments and provisions and in the following order:

(i) First, prepayments of all Canadian Swingline Advances until all Canadian Swingline Advances are repaid in full;

(ii) Second, prepayments of (or in the case of B/A Advances, defeasance of) all Canadian Advances until such Advances are repaid in full; and

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(iii) Third, if the Canadian Commitments have been terminated or expired, deposits into the Canadian Cash Collateral Account to provide cash collateral to the extent of any existing Canadian Letter of Credit Exposure.

(f) Application of Domestic Proceeds. All excess amounts described in clause (ii) of Section 2.7(c) that are Domestic Proceeds shall be applied by the US Borrower for the following prepayments and provisions and in the following order:

(i) First, ratable prepayments of all US Swingline Advances until all US Swingline Advances are repaid in full;

(ii) Second, ratable prepayments of all US Advances until all such Advances are repaid in full; and

(iii) Third, if the applicable Commitments have been terminated or expired, ratable deposits into the US Collateral Account to provide cash collateral to the extent of any existing US Letter of Credit Exposure.

Section 2.8 Repayment.

(a) US Advances. The US Borrower hereby unconditionally promises to pay to the US Administrative Agent for the account of and ratable benefit of each US Lender the aggregate outstanding principal amount of all US Advances on the Maturity Date.

(b) Canadian Advances. The Canadian Borrower hereby unconditionally promises to pay to the Canadian Administrative Agent for the account of and ratable benefit of each Canadian Lender the aggregate outstanding principal amount of all Canadian Advances on the Maturity Date.

(c) US Swingline Advances. The US Borrower hereby unconditionally promises to pay the US Swingline Advances to the US Swingline Lender, the aggregate outstanding principal amount of all US Swingline Advances outstanding on the Maturity Date.

(d) Canadian Swingline Advances. The Canadian Borrower hereby unconditionally promises to pay the Canadian Swingline Advances to the Canadian Swingline Lender (i) the aggregate outstanding principal amount of all Canadian Swingline Advances on each Canadian Swingline Payment Date, and (ii) the aggregate outstanding principal amount of all Canadian Swingline Advances outstanding on the Maturity Date.

(e) Overadvances. To the extent that Settlement therefor have not been made between the US Administrative Agent and the US Lenders, the US Borrower hereby unconditionally promises to pay all outstanding principal amount of all Overadvances to the US Administrative Agent for its own account in full on the Maturity Date and on such earlier dates as provided in this Agreement. For the avoidance of doubt, the US Borrower is still obligated to pay Overadvances for which Settlement has been completed between the US Administrative Agent and the US Lenders, as US Advances under Section 2.8(a) above.

Section 2.9 Fees.

(a) US Unused Fees. The US Borrower agrees to pay to the US Administrative Agent for the account of each US Lender, on the first day of each month from and after the Third Amendment Effective Date up to the first day of the month prior to the Payoff Date and on the Payoff Date, an unused line fee in an amount equal to the Unused Fee Rate times the result of (i) the aggregate US Commitments, less (ii)

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the average Daily Balance of the US Outstandings during the immediately preceding month (or portion thereof). Such unused fee is due monthly in arrears.

(b) Canadian Unused Fees. The Canadian Borrower agrees to pay to the Canadian Administrative Agent for the account of each Canadian Lender, on the first day of each month from and after the Third Amendment Effective Date up to the first day of the month prior to the Payoff Date and on the Payoff Date, an unused line fee in an amount equal to the Unused Fee Rate times the result of (i) the aggregate Canadian Commitments, less (ii) the average Daily Balance of the Canadian Outstandings during the immediately preceding month (or portion thereof). Such unused fee is due monthly in arrears.

(c) Fees for US Letters of Credit. The US Borrower agrees to pay the following: (i) to the US Administrative Agent for the pro rata benefit of the US Lenders a per annum letter of credit fee for each US Letter of Credit issued hereunder in an amount equal to the Applicable Margin for Eurocurrency Advances under the US Facility per annum on the face amount of such US Letter of Credit for the period such US Letter of Credit is to be outstanding, which fee shall be due and payable monthly in arrears on the first day of each month and on the Maturity Date; (ii) to the US Issuing Lender, a fronting fee for each US Letter of Credit equal to the greater of (A) .125% per annum on the face amount of such US Letter of Credit and (B) $750.00 in case of a standby US Letter of Credit and $250.00 in case of a commercial US Letter of Credit, which fee shall be due and payable in advance on the date of the issuance of the Letter of Credit, and, in the case of an increase or extension only, on the date of such increase or such extension; and (iii) to the US Issuing Lender such other usual and customary fees associated with any transfers, amendments, drawings, negotiations or reissuances of any US Letter of Credit, which fees shall be due and payable as requested by the US Issuing Lender in accordance with the US Issuing Lender’s then current fee policy. The US Borrower shall have no right to any refund of letter of credit fees previously paid by the US Borrower, including any refund claimed because the US Borrower cancels any Letter of Credit prior to its expiration date.

(d) Fees for Canadian Letters of Credit. The Canadian Borrower agrees to pay the following: (i) to the Canadian Administrative Agent for the pro rata benefit of the Canadian Lenders a per annum letter of credit fee for each Canadian Letter of Credit issued hereunder in an amount equal to the Applicable Margin for Eurocurrency Advances under the Canadian Facility per annum on the face amount of such Canadian Letter of Credit for the period such Canadian Letter of Credit is to be outstanding, which fee shall be due and payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, and on the Maturity Date; (ii) to the Canadian Issuing Lender, a fronting fee for each Canadian Letter of Credit equal to the greater of (A) .125% per annum on the face amount of such Canadian Letter of Credit and (B) $750.00, which fee shall be due and payable in advance on the date of the issuance of the Letter of Credit, and, in the case of an increase or extension only, on the date of such increase or such extension; and (iii) to the Canadian Issuing Lender such other usual and customary fees associated with any transfers, amendments, drawings, negotiations or reissuances of any Canadian Letter of Credit, which fees shall be due and payable as requested by the Canadian Issuing Lender in accordance with the Canadian Issuing Lender’s then current fee policy. The Canadian Borrower shall have no right to any refund of letter of credit fees previously paid by the Canadian Borrower, including any refund claimed because the Canadian Borrower cancels any Letter of Credit prior to its expiration date

(e) Administrative Agent Fee. The Borrowers agree to pay the fees to the US Administrative Agent as set forth in the Fee Letter.

Section 2.10 Interest.

(a) US Base Rate Advances. Each US Base Rate Advance shall bear interest at the Adjusted Base Rate in effect from time to time plus the Applicable Margin for US Base Rate Advances for such period.

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The US Borrower shall pay to US Administrative Agent for the ratable benefit of each US Lender all accrued but unpaid interest on such US Lender’s US Base Rate Advances on the first day of each month and on the Maturity Date.

(b) Canadian Base Rate Advances. Each Canadian Base Rate Advance shall bear interest at the applicable Canadian Base Rate in effect from time to time plus the Applicable Margin for Canadian Base Rate Advances for such period. The Canadian Borrower shall pay to Canadian Administrative Agent for the ratable benefit of each Canadian Lender all accrued but unpaid interest on such Canadian Lender’s Canadian Base Rate Advances on the first day of each month and on the Maturity Date.

(c) Eurocurrency Advances. Each Eurocurrency Advance shall bear interest during its Interest Period equal to at all times the Eurocurrency Rate for such Interest Period plus the Applicable Margin for Eurocurrency Advances for such period. The Canadian Borrower shall pay to the Canadian Administrative Agent for the ratable benefit of each Canadian Lender all accrued but unpaid interest on each of such Canadian Lender’s Eurocurrency Advances on the last day of the Interest Period therefor, on the date any Eurocurrency Advance is repaid in full, and on the Maturity Date. The US Borrower shall pay to the US Administrative Agent for the ratable benefit of each US Lender all accrued but unpaid interest on each of such US Lender’s Eurocurrency Advances on the last day of the Interest Period therefor, on the date any Eurocurrency Advance is repaid in full, and on the Maturity Date.

(d) US Swingline Advances. US Swingline Advances shall bear interest at the Adjusted Base Rate in effect from time to time plus the Applicable Margin for US Base Rate Advances. The US Borrower shall pay to the US Swingline Lender for its own account subject to Section 2.4(f) all accrued but unpaid interest on each US Swingline Advance on the date any US Swingline Advance is repaid (or refinanced) in full, including any Settlement Date with respect thereto, and on the Maturity Date.

(e) Canadian Swingline Advances. Canadian Swingline Advances shall bear interest at the applicable Canadian Base Rate in effect from time to time plus the Applicable Margin for Canadian Base Rate Advances. The Canadian Borrower shall pay to the Canadian Swingline Lender for its own account subject to Section 2.4(f) all accrued but unpaid interest on each Canadian Swingline Advance on each Canadian Swingline Payment Date, on the date any Canadian Swingline Advance is repaid (or refinanced) in full, and on the Maturity Date.

(f) Acceptance Fee on B/A Advances. Subject to the provisions of Section 9.10, the Advances comprising each B/A Borrowing shall be subject to an Acceptance Fee, payable by the Canadian Borrower on the date of acceptance of the relevant B/A and calculated as set forth in the definition of the term “Acceptance Fee” in Section 1.1.

(g) Default Rate. Upon the occurrence and during the continuation of an Event of Default, (i) all Obligations (except for undrawn Letters of Credit and except for Obligations under Hedging Arrangements) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof at a per annum rate equal to 2.00% above the per annum rate otherwise applicable hereunder, and (ii) the Letter of Credit fee provided for in Section 2.9(c) and (d) shall be increased to 2.00% above the per annum rate otherwise applicable hereunder.

Section 2.11 Illegality. If any Lender shall notify a Borrower that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this Agreement to make, maintain, or fund any Eurocurrency Advances or B/A Advances of such Lender then outstanding hereunder, (a) the Applicable Borrower shall, no later than 11:00 a.m. (Houston, Texas, time or Calgary, Alberta Canada time, as applicable) (i) if not prohibited by

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law, on the last day of the Interest Period for each outstanding Eurocurrency Advance or on the last day of the Contract Period for each outstanding B/A Advance, as applicable, or (ii) if required by such notice, on the second Business Day following its receipt of such notice, prepay all of the Eurocurrency Advances of such Lender then outstanding or defease all B/A Advances of such Lender then outstanding pursuant to Section 2.7(b)(ii), together with accrued interest on the principal amount prepaid or defeased to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment or defeasance being made on such date, (b) such Lender shall simultaneously make a Base Rate Advance to the Applicable Borrower on such date in an amount equal to the aggregate principal amount of the Eurocurrency Advances prepaid or B/A Advances defeased to such Lender, and (c) the right of the Applicable Borrower to select Eurocurrency Advances or B/A Advances from such Lender for any subsequent Borrowing shall be suspended until such Lender shall notify the Applicable Borrower that the circumstances causing such suspension no longer exist.

Section 2.12 Breakage Costs.

(a) Funding Losses. In the case of any Revolving Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurocurrency Advances or B/A Advances, the US Borrower hereby indemnifies each US Lender and the Canadian Borrower hereby indemnifies each Canadian Lender against any loss, out-of-pocket cost, or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding any loss of anticipated profits), cost, or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Eurocurrency Advance or the B/A Advance to be made by such Lender as part of such Borrowing when such Eurocurrency Advance or B/A Advances, as the case maybe, as a result of such failure, is not made on such date.

(b) Prepayment Losses. If (i) any payment of principal of any Eurocurrency Advance is made other than on the last day of the Interest Period for such Advance as a result of any prepayment, payment pursuant to Section 2.7, the acceleration of the maturity of the Obligations, any automatic prepayment through the required application by US Administrative Agent of proceeds of Collections as provided in this Agreement or for any other reason, (ii) the Applicable Borrower fails to make a principal or interest payment with respect to any Eurocurrency Advance or B/A Advance on the date such payment is due and payable, or (iii) any failure by any Borrower to make payment of any Advance or reimbursement of drawing under any Letter of Credit (or interest due thereon) denominated in a Foreign Currency on its scheduled due date or any payment thereof in a different currency; the Applicable Borrower shall, within 10 days of any written demand sent by the Applicable Administrative Agent on behalf of a Lender to the Applicable Borrower, pay to the Applicable Administrative Agent for the benefit of such Lender any amounts determined in good faith by such Lender to be required to compensate such Lender for any additional losses, out-of-pocket costs, or expenses which it may reasonably incur as a result of such payment or nonpayment, including, without limitation, any loss (excluding loss of anticipated profits), cost, or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.

Section 2.13 Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 2.13(e)), any Issuing Lender or any Underlying Issuer;

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(ii) subject any Lender, any Underlying Issuer or any Issuing Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit, any Eurocurrency Advance made by it, or any B/A Advance made or accepted and purchased by it, or change the basis of taxation of payments to such Lender, Underlying Issuer or Issuing Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.15 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender, Underlying Issuer or Issuing Lender); or

(iii) impose on any Lender, Underlying Issuer or Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Advances made by such Lender or B/A Advances made or accepted and purchased by such Lender, or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Advance or accepting and purchasing any B/A Advance (or of maintaining its obligation to make or accept and purchase any such Advance), or to increase the cost to such Lender, Underlying Issuer or Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Underlying Issuer or Issuing Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Underlying Issuer or Issuing Lender, the US Borrower will pay to such US Lender, Underlying Issuer or US Issuing Lender, and the Canadian Borrower will pay to such Canadian Lender or Canadian Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender, Underlying Issuer or Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Adequacy. If any Lender, Underlying Issuer or Issuing Lender determines that any Change in Law affecting such Lender, Underlying Issuer or Issuing Lender or any lending office of such Lender or such Lender’s, Underlying Issuer’s or Issuing Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s, Underlying Issuer’s or Issuing Lender’s capital or on the capital of such Lender’s, Underlying Issuer’s or Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Lender or Underlying Issuer, to a level below that which such Lender, Underlying Issuer or Issuing Lender or such Lender’s, Underlying Issuer’s or Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s, Underlying Issuer’s or Issuing Lender’s policies and the policies of such Lender’s, Underlying Issuer’s or Issuing Lender’s holding company with respect to capital adequacy), then from time to time the US Borrower will pay to such US Lender, Underlying Issuer or US Issuing Lender, and the Canadian Borrower will pay to such Canadian Lender or Canadian Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender, such Underlying Issuer or such Issuing Lender or such Lender’s, Underlying Issuer’s or Issuing Lender’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender, Underlying Issuer or Issuing Lender (together with such further information as the Borrowers may reasonably request) setting forth the amount or amounts necessary to compensate such Lender, Underlying Issuer or Issuing Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Applicable Borrower shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender, Underlying Issuer or Issuing Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

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(d) Delay in Requests. Failure or delay on the part of any Lender, Underlying Issuer or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s, Underlying Issuer’s or such Issuing Lender’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender, Underlying Issuer or Issuing Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender, Underlying Issuer or Issuing Lender, as the case may be, notifies the Applicable Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s, Underlying Issuer’s or Issuing Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) Additional Reserve Requirement. The Applicable Borrower (subject to the proviso set forth below) shall pay to each Lender Party, (i) as long as such Lender Party shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as Eurocurrency Liabilities), additional interest on the unpaid principal amount of each Eurocurrency Advance equal to the actual costs of such reserves allocated to such Advance by such Lender Party (as determined by such Lender Party in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender Party shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the US Commitments or the Canadian Commitments or the funding of the Eurocurrency Advances, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such US Commitments, Canadian Commitment or Advance by such Lender Party (as determined by such Lender Party in good faith, which determination shall be conclusive in the absence of manifest error), which in each case, shall be due and payable on each date on which interest is payable on such Advance; provided that, the Applicable Borrower shall have received at least 3 Business Days’ prior notice (with a copy to each Administrative Agent) of such additional interest or costs from such Lender Party. If a Lender Party fails to give notice 3 Business Days prior to the relevant payment date for interest, such additional interest or costs shall be due and payable 3 Business Days from receipt of such notice.

Section 2.14 Payments and Computations.

(a) Payments. All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Advances denominated in a Foreign Currency and Letter of Credit Obligations on Letters of Credit denominated in a Foreign Currency, all payments by the Borrowers hereunder shall be made to the Applicable Administrative Agent, for the account of the respective Lenders to which such payment is owed in Dollars and in Same Day Funds. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Advances denominated in a Foreign Currency and Letter of Credit Obligations on Letters of Credit denominated in a Foreign Currency shall be made to the Applicable Administrative Agent, for the account of the respective Lenders to which such payment is owed, in such Foreign Currency and in Same Day Funds. If, for any reason, any Borrower is prohibited by any Legal Requirement from making any required payment hereunder in a Foreign Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Foreign Currency payment amount. Subject to Section 2.6(c), each payment of any Advance pursuant to this Section or any other provision of this Agreement shall be made in a manner such that all Advances comprising part of the same Borrowing are paid in whole or ratably in part.

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(b) Payments by Borrowers; Presumptions by Administrative Agents. Unless the Applicable Administrative Agent shall have received notice from the Applicable Borrower prior to the date on which any payment is due to the Applicable Administrative Agent for the account of the applicable Lenders or the Applicable Issuing Lenders hereunder that the Applicable Borrower will not make such payment, the Applicable Administrative Agent may assume that the Applicable Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Applicable Issuing Lenders, as the case may be, the amount due. In such event, if the Applicable Borrower has not in fact made such payment, then each of the applicable Lenders or the Applicable Issuing Lenders, as the case may be, severally agrees to repay to the Applicable Administrative Agent forthwith on demand the amount so distributed to such Lender or Applicable Issuing Lender, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Applicable Administrative Agent, at the Overnight Rate. A notice of the Applicable Administrative Agent to any Lender or Applicable Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c) Payment Procedures. The Borrowers shall make each payment of any amount under this Agreement and under any other Credit Document not later than 11:00 a.m. (Houston, Texas time or Calgary, Alberta Canada time, as applicable) on the day when due to the Applicable Administrative Agent at the Applicable Administrative Agent’s (or such other location as the Applicable Administrative Agent shall designate in writing to the Applicable Borrower) in Same Day Funds. Without limiting the generality of the foregoing, the US Administrative Agent may require that any payments due under this Agreement under the US Facility be made in the United States and the Canadian Administrative agent may require that any payments due under this Agreement under the Canadian Facilities be made in Canada. The Applicable Administrative Agent will promptly thereafter, and in any event prior to the close of business on the day any timely payment is made, cause to be distributed like funds relating to the payment of principal, interest or fees ratably (other than amounts payable solely to any specific Lender Party pursuant to Sections 2.4, 2.11, 2.12, 2.13, 2.15, and 9.1 but after taking into account payments effected pursuant to Section 2.15) in accordance with each Lender’s Applicable Percentage to the Lenders for the account of their respective Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of other amounts due solely to the US Administrative Agent, US Issuing Lender, Underlying Issuer, US Swingline Lender, Canadian Administrative Agent, Canadian Issuing Lender, Canadian Swingline Lender, or a specific Lender, the Applicable Administrative Agent shall distribute such amounts to the appropriate party to be applied in accordance with the terms of this Agreement.

(d) Non-Business Day Payments. Whenever any payment shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided that if such extension would cause payment of interest on or principal of Eurocurrency Advances or B/A Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(e) Computations. All computations of interest and fees shall be made by the Applicable Administrative Agent on the basis of a year of 365/366 days for Base Rate Advances based on the Adjusted Base Rate (other than based on the 3-Month LIBOR) or the Canadian Base Rate, and a year of 360 days for all other interest and fees, in each case for the actual number of days (including the first day, but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Applicable Administrative Agent of an amount of interest or fees shall be conclusive and binding for all purposes, absent manifest error. For purposes of the Interest Act (Canada) and disclosure thereunder, the annual rates of interest to which the rates determined in accordance with the

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provisions hereof on the basis of a period of calculation less than a year are equivalent, are the rates so determined (a) multiplied by the actual number of days in the one year period beginning on the first day of the period of calculation, and (b) divided by the number of days in the period of calculation. The principle of deemed reinvestment of interest shall not apply to any interest calculation under this Agreement; all interest payments to be made hereunder shall be paid without allowance or deduction for deemed reinvestment or otherwise. The rates of interest specified in this Agreement are intended to be nominal rates and not effective rates. Interest calculated hereunder shall be calculated using the nominal rate method and not the effective rate method of calculation.

(f) Sharing of Payments, Etc.

(i) Each Canadian Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against a Borrower or any other Credit Party, or pursuant to a secured claim or other security or interest arising from, or in lieu of, such secured claim, received by such Canadian Lender under any applicable Debtor Relief Law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Canadian Advance or the participations in the Canadian Letter of Credit Obligations or in the Canadian Swingline Advances held by it, as a result of which the unpaid portion of its Canadian Advances shall be proportionately less than the unpaid portion of the Canadian Advances or the participations in the Canadian Letter of Credit Obligations or in the Canadian Swingline Advances held by it of any other Canadian Lender, it shall be deemed simultaneously to have purchased from such other Canadian Lender at face value, and shall promptly pay to such other Canadian Lender the purchase price for, a participation in the Canadian Advances, the participations in the Canadian Letter of Credit Obligations and in the Canadian Swingline Advances held by it of such other Canadian Lender, so that the aggregate unpaid amount of the Canadian Advances and participations in Canadian Advances, Canadian Letter of Credit Obligations and Canadian Swingline Advances held by each Canadian Lender shall be in the same proportion to the aggregate unpaid amount of all Canadian Advances, Canadian Letter of Credit Obligations and Canadian Swingline Advances then outstanding as the amount of its Canadian Advances, and participations in Canadian Letter of Credit Obligations and Canadian Swingline Advances prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the amount of all Canadian Advances and participations in Canadian Letter of Credit Obligations and Canadian Swingline Advances, outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.14(f)(i) and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest.

(ii) Each US Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against a Borrower or any other Credit Party, or pursuant to a secured claim or other security or interest arising from, or in lieu of, such secured claim, received by such US Lender under any applicable Debtor Relief Law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any US Advance or the participations in the US Letter of Credit Obligations or in the US Swingline Advances held by it, as a result of which the unpaid portion of its US Advances shall be proportionately less than the unpaid portion of the US Advances or the participations in the US Letter of Credit Obligations or in the US Swingline Advances held by it of any other US Lender, it shall be deemed simultaneously to have purchased from such other US Lender at face value, and shall promptly pay to such other US Lender the purchase price for, a participation in the US Advances, the participations in the US Letter of Credit Obligations and in the US Swingline Advances held by it of such other US Lender, so that the aggregate unpaid amount of the US Advances and participations in US Advances, US Letter of Credit Obligations and US Swingline Advances held by each US Lender shall be in the same proportion to the aggregate unpaid

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amount of all US Advances, US Letter of Credit Obligations and US Swingline Advances then outstanding as the amount of its US Advances, and participations in US Letter of Credit Obligations and US Swingline Advances prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the amount of all US Advances and participations in US Letter of Credit Obligations and US Swingline Advances, outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.14(f)(ii) and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest.

Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

Section 2.15 Taxes. Any and all payments by or on account of any obligation of the respective Borrowers hereunder or under any other Credit Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Applicable Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the applicable Administrative Agent, Lender, Underlying Issuer or Issuing Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(a) Payment of Other Taxes by the Borrowers. Without limiting the provisions of the terms set forth in this Section above, each Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(b) Indemnification by the Borrowers. The Canadian Borrower shall, and does hereby, indemnify the Canadian Administrative Agent, each Canadian Lender and the Canadian Issuing Lender, and the US Borrower shall, and does hereby, indemnify the US Administrative Agent, each US Lender, each Underlying Issuer and the US Issuing Lender, in any case, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the such Administrative Agent, such Lender, such Underlying Issuer or such Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, except as a result of the gross negligence or willful misconduct of such Administrative Agent, such Lender, such Underlying Issuer or such Issuing Lender, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower by a Lender, Underlying Issuer or an Issuing Lender (with a copy to the Applicable Administrative Agent), or by the Applicable Administrative Agent on its own behalf or on behalf of a Lender, Underlying Issuer or an Issuing Lender, shall be conclusive absent manifest error.

(c) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority, such Borrower shall deliver to the Applicable Administrative Agent the original or a certified copy of any available receipt issued by such

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Governmental Authority evidencing such payment, a copy of the return (if any) reporting such payment or other evidence of such payment.

(d) Status of Lenders.

(i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which a Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Credit Document shall deliver to the Applicable Borrower (with a copy to the Applicable Administrative Agent), prior to the Effective Date (or upon becoming a Lender by assignment or participation) and at any time or times prescribed by applicable law or reasonably requested by the Applicable Borrower or the Applicable Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Applicable Borrower or the Applicable Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicable Borrower or the Applicable Administrative Agent as will enable such Borrower or such Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

(ii) Without limiting the generality of the foregoing, in the event that a Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to the US Borrower and the US Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the US Borrower or the US Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(A) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(B) duly completed copies of Internal Revenue Service Form W-8ECI,

(C) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Applicable Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or

(D) Any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Company to determine the withholding or deduction required to be made.

(iii) Without limiting the obligations of the Lenders set forth above regarding delivery of certain forms and documents to establish each Lender’s status for U.S. withholding tax purposes, each Lender agrees promptly to deliver to the Applicable Administrative Agent or the Applicable Borrower, as the Applicable Administrative Agent or the Applicable Borrower shall reasonably request, on or prior to the Effective Date, and in a timely fashion thereafter, such other documents and forms required by any relevant taxing authorities under any Legal Requirement of any other

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jurisdiction, duly executed and completed by such Lender, as are required under such Legal Requirements to confirm such Lender’s entitlement to any available exemption from, or reduction of, applicable withholding taxes in respect of all payments to be made to such Lender outside of the U.S. by the Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in such other jurisdiction.

(iv) Each Lender shall promptly (i) notify the Applicable Administrative Agent of any change in circumstances which would modify or render invalid any such claimed exemption or reduction, and (ii) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Legal Requirements of any such jurisdiction that any Borrower make any deduction or withholding for taxes from amounts payable to such Lender.

(e) Treatment of Certain Refunds. If any Lender Party determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by any Borrower or with respect to which any Borrower has paid additional amounts pursuant to this Section, it shall pay to such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of such Administrative Agent, such Lender or such Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Borrower, upon the request of such Administrative Agent, such Lender, such Underlying Issuer or such Issuing Lender, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Administrative Agent, such Lender, such Underlying Issuer or such Issuing Lender in the event such Administrative Agent, such Lender or such Issuing Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require any Lender Party to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Borrower or any other Person.

(f) Special Provisions with respect to Canadian Lenders. Notwithstanding anything herein to the contrary, so long as no Default exists, each Canadian Lender, the Canadian Administrative Agent, the Canadian Issuing Lender and Canadian Swingline Lender (each a “Canadian Lender Party”) shall be a resident of Canada for the purposes of the ITA in that it shall either be incorporated under the laws of Canada or a province thereof or be an “authorized foreign bank” as defined under the ITA that will receive all amounts paid or credited to it with respect to the Canadian Facilities in respect of its “Canadian banking business” for the purposes of the ITA (a “Canadian Resident Lender”). In the event that a Canadian Lender Party does not qualify as a Canadian Resident Lender, the Canadian Lender Party shall deliver to the Canadian Borrower and the Canadian Administrative Agent on the date on which such Canadian Lender Party becomes a Canadian Lender Party hereunder or otherwise does not qualify as a Canadian Resident Lender, notice that it is not a Canadian Resident Lender. It is acknowledged that there may be Canadian tax imposed under Part XIII of the ITA (“Canadian Withholding Tax”) on any payments as, on account or in lieu of payment of, or in satisfaction of, interest and other fees paid by the Canadian Borrower with respect to the Canadian Facilities to persons who are not Canadian Resident Lenders (such payments a “Taxable Payment”). So long as no Default exists, the Canadian Borrower and the Canadian Administrative Agent shall have no obligation to make any additional or increased payment under this Agreement in respect of any Canadian Withholding Tax on a Taxable Payment, and the Canadian Borrower shall be entitled to deduct and remit to the proper Canadian taxing authorities any Canadian Withholding Tax on any Taxable Payment. For greater certainty, so long as no Default exists, Indemnified Taxes and Other Taxes in this Section 2.15 shall not include any Canadian Withholding Taxes.

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Section 2.16 Replacement of Lenders. Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 2.13, or requires a Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or suspends its obligation to continue, or Convert Advances into, Eurocurrency Advances pursuant to Section 2.6(c)(vi) or Section 2.11, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Credit Extensions hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the future or if applicable, would avoid the effect of Section 2.6(c)(vi) or Section 2.11, (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If (i) any Lender requests compensation under Section 2.13, (ii) a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, (iii) any Lender suspends its obligation to continue, or Convert Advances into, Eurocurrency Advances pursuant to Section 2.6(c)(vi) or Section 2.11, (iv) any Lender is then a Defaulting Lender or a Potential Defaulting Lender, or (v) any Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that requires consent of 100% of the Lenders pursuant to Section 9.2(c), consent of 100% of the US Lenders pursuant to Section 9.2(a) or 100% of the Canadian Lenders pursuant to Section 9.2(b) (any such Lender, a “Subject Lender”), then the Applicable Borrower may as to any Subject Lender, at its sole expense and effort, and the Applicable Administrative Agent may as to any Non-Consenting Lender (but neither shall be obligated to), upon notice to the Subject Lender, the Borrowers (if requested by the Applicable Administrative Agent), and the Applicable Administrative Agent (if requested by the Borrowers), require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(A) the Applicable Borrower shall have paid to the Applicable Administrative Agent the assignment fee specified in Section 9.6;

(B) such Subject Lender shall have received payment of an amount equal to the outstanding principal of its Advances and participations in outstanding Letter of Credit Obligations and funded participations in outstanding Swingline Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Applicable Borrower (in the case of all other amounts);

(C) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter;

(D) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender; and

(E) such assignment does not conflict with applicable Legal Requirements.

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A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Applicable Borrower to require such assignment and delegation cease to apply.

Section 2.17 Settlement. It is agreed that each US Lender’s funded portion of the US Advances and US Swingline Advances is intended by the US Lenders to equal, at all times, such US Lender’s Applicable Percentage of the outstanding US Advances and US Swingline Advances. Such agreement notwithstanding, US Administrative Agent, US Swingline Lender, and the other US Lenders agree (which agreement shall not be for the benefit of either Borrower or any other Credit Party) that in order to facilitate the administration of this Agreement and the other Credit Documents, settlement among the US Lenders as to the US Advances and the US Swingline Advances shall take place on a periodic basis in accordance with the following provisions:

(a) US Administrative Agent shall request settlement (“Settlement”) with the US Lenders on a weekly basis, or on a more frequent basis if so determined by US Administrative Agent (1) on behalf of US Swingline Lender, with respect to the outstanding US Swingline Advances, (2) for itself, with respect to the outstanding Overadvances, and (3) with respect to the US Borrower’s or its Subsidiaries’ payments received, as to each by notifying the US Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 3:00 p.m. (Houston, Texas time) / 4:00 p.m. (Atlanta, Georgia time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding US Advances and US Swingline Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained: (y) if a US Lender’s balance of the US Advances or US Swingline Advances exceeds such US Lender’s Applicable Percentage of such Advances as of a Settlement Date, then US Administrative Agent shall, by no later than 1:00 p.m. (Houston, Texas time) / 3:00 p.m. (Atlanta, Georgia time) on the Settlement Date, transfer in immediately available funds to a deposit account of such US Lender (as such US Lender may designate), an amount such that each such US Lender shall, upon receipt of such amount, have as of the Settlement Date, its Applicable Percentage of such Advances, and (z) if a US Lender’s balance of the US Advances or US Swingline Advances is less than such US Lender’s Applicable Percentage of such Advances as of a Settlement Date, such US Lender shall no later than 1:00 p.m. (Houston, Texas time) / 3:00 p.m. (Atlanta, Georgia time) on the Settlement Date transfer in immediately available funds to US Administrative Agent’s Account, an amount such that each such US Lender shall, upon transfer of such amount, have as of the Settlement Date, its Applicable Percentage of such Advances. Such amounts made available to US Administrative Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable US Swingline Advances and, together with the portion of such US Swingline Advances representing US Swingline Lender’s Applicable Percentage thereof, shall constitute US Advances of such US Lenders. If any such amount is not made available to US Administrative Agent by any US Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, US Administrative Agent shall be entitled to recover for its account such amount on demand from such US Lender together with interest thereon at the Overnight Rate.

(b) In determining whether a US Lender’s balance of the US Advances or US Swingline Advances is less than, equal to, or greater than such Lender’s Applicable Share of the US Advances or US Swingline Advances as of a Settlement Date, US Administrative Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by US Administrative Agent with respect to principal, interest, fees payable by US Borrower and allocable to the US Lenders hereunder, and proceeds of Collateral.

Section 2.18 Method of Payment. US Borrower hereby authorizes US Administrative Agent and the US Swingline Lender, from time to time without prior notice to US Borrower, to charge all interest, letter

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of credit fees, and all other fees payable hereunder or under any of the other Credit Documents (in each case, as and when due and payable), all costs, expenses, and Lender Group Expenses payable hereunder or under any of the other Credit Documents (in each case, as and when incurred), all charges, commissions, fees, and costs provided for in Section 2.3(l)(iii) (as and when accrued or incurred), and all other payments as and when due and payable under any Credit Document (including any amounts due and payable to Swap Counterparties in respect of Hedging Arrangements up to the amount of the Swap Reserve) to the Loan Account, which amounts thereafter shall constitute US Advances hereunder and shall accrue interest at the rate then applicable to US Base Rate Advances. Any interest, fees, costs, expenses, Lender Group Expenses, or other amounts payable hereunder or under any other Credit Document not paid when due shall be compounded by being charged to the Loan Account and shall thereafter constitute US Advances hereunder and shall accrue interest at the rate then applicable to US Base Rate Advances (unless and until converted into Eurocurrency Advances in accordance with the terms of this Agreement).

Section 2.19 Crediting Payments. The receipt of any payment item by US Administrative Agent shall not be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds made to US Administrative Agent’s Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then US Borrower shall be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by US Administrative Agent only if it is received into US Administrative Agent ‘s Account on a Business Day on or before 11:00 a.m. (Houston, Texas time) / 12:00 noon (Atlanta, Georgia time). If any payment item is received into US Administrative Agent ‘s Account on a non-Business Day or after 11:00 a.m. (Houston, Texas time) / 12:00 noon (Atlanta, Georgia time) on a Business Day, it shall be deemed to have been received by US Administrative Agent as of the opening of business on the immediately following Business Day.

Section 2.20 Designated Account. US Administrative Agent is authorized to make the US Advances, and US Issuing Lender and the Underlying Issuers are authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be a Responsible Officer or, without instructions, if pursuant to Section 2.18. US Borrower agrees to establish and maintain the Designated Account with the depositary bank thereof for the purpose of receiving the proceeds of the US Advances requested by US Borrower and made by US Administrative Agent or the US Lenders hereunder. Unless otherwise agreed by US Administrative Agent and US Borrower, any US Advance or US Swingline Advance requested by US Borrower and made by US Administrative Agent or the US Lenders hereunder shall be made to the Designated Account.

Section 2.21 Maintenance of Loan Account; Statements of Obligations. US Administrative Agent shall maintain an account on its books in the name of US Borrower (the “Loan Account”) on which US Borrower will be charged with all US Advances made by US Administrative Agent, US Swingline Lender, or the US Lenders to US Borrower or for US Borrower’s account, the Letters of Credit issued or made by US Issuing Lender hereunder, and with all other payment Obligations hereunder or under the other Credit Documents (except for Obligations arising under Hedging Arrangements and payments with respect to the Canadian Facility), including, accrued interest, fees and expenses, and Lender Group Expenses. In accordance with Section 2.19, the Loan Account will be credited with all payments received by US Administrative Agent from US Borrower or for US Borrower’s account. US Administrative Agent shall render monthly statements regarding the Loan Account to US Borrower, including principal, interest, fees, and including an itemization of all charges and expenses constituting Lender Group Expenses owing, and such statements, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between US Borrower and the US Secured Parties unless,

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within 60 days after receipt thereof by US Borrower, US Borrower shall deliver to US Administrative Agent written objection thereto describing the error or errors contained in any such statements.

Section 2.22 Optional Overadvances.

(a) Any contrary provision of this Agreement notwithstanding but subject to Article III, the US Lenders hereby authorize US Administrative Agent or US Swingline Lender, as applicable, and US Administrative Agent or US Swingline Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make US Advances (including US Swingline Advances) to the US Borrower (any of the Advances described in this Section 2.22(a) shall be referred to as “Overadvances”) so long as (i) after giving effect to such Overadvances, the aggregate US Outstandings does not exceed the US Borrowing Base by more than $11,250,000, (ii) after giving effect to such Overadvances, the aggregate US Outstandings does not exceed the aggregate US Commitments and (iii) all Overadvances must be repaid in full within 30 days following each initial Overadvance and no Overadvance shall be in existence for at least 10 days therafter. Each party hereto hereby acknowledge and agree that any charges to the Loan Account of interest, fees, or Lender Group Expenses shall constitute Overadvances to the extent such amount, if counted as a US Advance, would cause the aggregate US Outstandings to exceed the US Borrowing Base by more than $11,250,000; provided that, in no event shall the aggregate US Outstandings exceed the aggregate US Commitments.

(b) Each Overadvance shall be deemed to be a US Advance hereunder, except that no Overadvance shall be eligible to be a Eurocurrency Advance. The Overadvances shall be repayable on demand, secured by the US Administrative Agent’s Liens granted pursuant to the Credit Documents, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Advances that are US Base Rate Advances. The provisions of this Section 2.22 are for the exclusive benefit of US Administrative Agent, US Swingline Lender, and the US Lenders and are not intended to benefit either Borrower or any other Credit Party in any way.

(c) Notwithstanding anything contained in this Agreement or any other Credit Document to the contrary, no Overadvance may be made by US Administrative Agent if such Advance would cause the aggregate US Outstandings to exceed the US Commitments in effect at such time.

ARTICLE III
CONDITIONS PRECEDENT

Section 3.1 Conditions Precedent to Effectiveness. The Restated Agreement shall be amended and restated in its entirety as set forth herein upon the occurrence of the following conditions precedent on or before the Effective Date:

(a) Documentation. The US Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the US Administrative Agent and the Lenders:

(i) this Agreement and all attached Exhibits and Schedules;

(ii) the Notes payable to the order of each applicable Lender, as requested by such Lender;

(iii) the US Subsidiary Guaranty and the Canadian Guaranty;

(iv) the US Security Agreement and the Canadian Security Agreement, together with appropriate UCC-1 and UCC-3 financing statements, if any, necessary or desirable for filing with the

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appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in such Security Agreements;

(v) the US Pledge Agreement together with stock powers executed in blank, UCC-1 and UCC-3 financing statements, if any, necessary or desirable for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in the such Pledge Agreement;

(vi) [reserved];

(vii) evidence that the Applicable Administrative Agent has an Acceptable Security Interest in the Collateral;

(viii) [reserved];

(ix) a certificate from an authorized officer of the Company dated as of the Effective Date stating that as of such date (A) all representations and warranties of the Company set forth in this Agreement are true and correct in all material respects and (B) no Default has occurred and is continuing;

(x) (A) a secretary’s certificate from each Credit Party (other than a Foreign Credit Party) certifying such Person’s (i) officers’ incumbency, (ii) authorizing resolutions, (iii) organizational documents, and (iii) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; and (B) a secretary’s or officer’s certificate from each Foreign Credit Party certifying such organizational matters and documents as may be requested by the Canadian Administrative Agent;

(xi) certificates of good standing for each Credit Party (other than Foreign Subsidiary Guarantors that are not Canadian entities) in (a) the state, province or territory in which each such Person is organized and (b) each state, province or territory in which such good standing is necessary except where the failure to be in good standing could not reasonably be expected to result in a Material Adverse Change, which certificates shall be dated a date not earlier than 30 days prior to Effective Date;

(xii) a legal opinion of Xxxxxx & Xxxxxx L.L.P. outside counsel to the Credit Parties, in form and substance reasonably acceptable to the US Administrative Agent;

(xiii) a legal opinion of solicitors of each Credit Party domiciled in Canada or any province thereof in form and substance reasonably acceptable to the Administrative Agents; and

(xiv) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.

(b) Consents; Authorization; Conflicts. Each Borrower shall have received any consents, licenses and approvals required in accordance with all Legal Requirements, or in accordance with any document, agreement, instrument or arrangement to which such Borrower, or any of its Subsidiaries is a party, in connection with the execution, delivery, performance, validity and enforceability of this Agreement and the other Credit Documents. In addition, each Borrower and its Subsidiaries shall have all such material consents, licenses and approvals required in connection with the continued operation of such Borrower and its Subsidiaries, and such approvals shall be in full force and effect, and all applicable waiting periods

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shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on this Agreement and the actions contemplated hereby.

(c) Representations and Warranties. The representations and warranties contained in Article IV and in each other Credit Document shall be true and correct in all material respects on and as of the Effective Date before and after giving effect to the initial Borrowings or issuance (or deemed issuance) of Letters of Credit and to the application of the proceeds from such Borrowing, as though made on and as of such date.

(d) Payment of Fees. The Borrowers shall have paid the fees and expenses required to be paid as of the Effective Date by Sections 2.9(e) and 9.1 and the Fee Letter.

(e) Other Proceedings. No action, suit, investigation or other proceeding (including, without limitation, the enactment or promulgation of a statute or rule) by or before any arbitrator or any Governmental Authority shall be threatened or pending and no preliminary or permanent injunction or order by a state or federal court shall have been entered (i) in connection with this Agreement or any transaction contemplated hereby or (ii) which, in any case, in the judgment of the US Administrative Agent or the Canadian Administrative Agent, could reasonably be expected to result in a Material Adverse Change.

(f) Other Information. The US Administrative Agent shall have received, in form and substance reasonably satisfactory to it, all other reports, documents, and such other instruments or certifications as it may reasonably request.

(g) Material Adverse Change. No event or circumstance that could reasonably be expected to result in a material adverse change in the business, condition (financial or otherwise), prospects, or results of operations of the Company and its Subsidiaries, taken as a whole, shall have occurred since December 31, 2005.

(h) No Default. No Default shall have occurred and be continuing.

(i) Solvency. The US Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to the US Administrative Agent from a senior financial officer of the Company and each other Credit Party certifying that, before and after giving effect to the initial Borrowings made hereunder, each Credit Party is Solvent (assuming with respect to each Credit Party that is a Guarantor, that the fraudulent conveyance savings language contained in the Guaranty applicable to such Guarantor will be given full effect).

(j) Reserved.

(k) Delivery of Financial Statements. The US Administrative Agent shall have received true and correct copies of the unaudited consolidated financial statements of the Company and its Subsidiaries for the fiscal quarter ended June 30, 2006.

(l) Notice of Borrowing. The Applicable Administrative Agent shall have received a Notice of Borrowing from the applicable Borrower, with appropriate insertions and executed by a duly authorized officer of such Borrower.

(m) Bond Issuance; Payment of Term B Facility. The US Administrative Agent shall have received certified copies of all documents, agreements and instruments governing the Bond Issuance and shall be

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satisfied with the terms thereof. The Bond Issuance shall have occurred and all or part of the proceeds thereof shall have been applied to repay in full all outstanding Term B Advances under, and as defined in, the Restated Agreement and all accrued but unpaid interest thereon and all amounts, if any, required to be paid under Section 2.12 of the Restated Agreement.

Section 3.2 Conditions Precedent to Each Credit Extension. The obligation of each Lender to make any Credit Extension on the occasion of each Borrowing (including the initial Borrowing), the obligation of each Issuing Lender to make (or cause to be made) any Credit Extension (including the deemed issuance of the Existing Canadian Letters of Credit and Existing US Letters of Credit) and the obligation of each Swingline Lender to make Swingline Advances, in any such case, shall be subject to the further conditions precedent that on the date of such Borrowing or such Credit Extension:

(a) Representations and Warranties. As of the date of the making of such Credit Extension, the representations and warranties made by any Credit Party or any officer of any Credit Party contained in the Credit Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date and each request for the making of any Credit Extension and the making of such Credit Extension shall be deemed to be a reaffirmation of such representations and warranties.

(b) Event of Default. As of the date of the Credit Extension, there shall exist no Default or Event of Default, and the making of such Credit Extension would not cause a Default or Event of Default.

Section 3.3 Determinations Under Sections 3.1 and 3.2. For purposes of determining compliance with the conditions specified in Sections 3.1 and 3.2, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the US Administrative Agent responsible for the transactions contemplated by the Credit Documents shall have received written notice from such Lender prior to the Credit Extensions hereunder specifying its objection thereto and such Lender shall not have made available to the Applicable Administrative Agent such Lender’s Credit Extension.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

The Company represents and warrants as follows:

Section 4.1 Organization. Each Credit Party is duly and validly organized and existing and in good standing under the laws of its jurisdiction of incorporation or formation and is authorized to do business and is in good standing in all jurisdictions in which such qualifications or authorizations are necessary except where the failure could not reasonably be expected to result in a Material Adverse Change. Each Credit Party’s type of organization and jurisdiction of incorporation or formation are set forth on Schedule 4.1.

Section 4.2 Authorization. The execution, delivery, and performance by each Credit Party of each Credit Document to which such Credit Party is a party and the consummation of the transactions contemplated thereby (a) are within such Credit Party’s powers, (b) have been duly authorized by all necessary corporate, limited liability company or partnership action, (c) do not contravene any articles or certificate of incorporation or bylaws, partnership or limited liability company agreement binding on or affecting such Credit Party, (d) do not contravene any law or any contractual restriction binding on or

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affecting such Credit Party, (e) do not result in or require the creation or imposition of any Lien prohibited by this Agreement, and (f) do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority. At the time of each Credit Extension, such Credit Extension and the use of the proceeds of such Credit Extension are within the Applicable Borrower’s corporate powers, are been duly authorized by all necessary corporate action, don’t contravene (i) such Borrower’s articles or certificate (as applicable) of incorporation or bylaws or (ii) any law or any contractual restriction binding on or affecting such Borrower, will not result in or require the creation or imposition of any Lien prohibited by this Agreement, and do not require any authorization or approval or other action by, or any notice or filing with, any Governmental Authority.

Section 4.3 Enforceability. The Credit Documents have each been duly executed and delivered by each Credit Party that is a party thereto and each Credit Document constitutes the legal, valid, and binding obligation of each Credit Party that is a party thereto enforceable in accordance with its terms, except as limited by applicable Debtor Relief Laws or similar laws at the time in effect affecting the rights of creditors generally and to the effect of general principles of equity whether applied by a court of law or equity.

Section 4.4 Financial Condition.

(a) The Company has delivered to the Lenders the financial statements required pursuant to Section 3.1(k) and such financial statements are true and correct in all material respects and present fairly the consolidated financial condition of the Company and its Subsidiaries as of the date thereof. As of the date of the financial statements referred in the preceding sentence, there were no material contingent obligations, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the applicable Persons, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP. All projections, estimates, and pro forma financial information furnished by the Borrowers were prepared on the basis of assumptions, data, information, tests, or conditions believed to be reasonable at the time such projections, estimates, and pro forma financial information were furnished, but the Credit Parties do not represent and warrant that such projections, estimates or pro forma information is (or will ultimately prove to have been) accurate.

(b) Since December 31, 2005, no event or condition has occurred that could reasonably be expected to result in Material Adverse Change.

Section 4.5 Ownership and Liens; Real Property. Each Borrower and each Subsidiary (a) has good and marketable title to, or a valid and subsisting leasehold interest in, all material real Property, and good title to all personal Property, used in its business, (b) the US Borrower and the US Subsidiary Guarantors have good and marketable title to all personal Property reflected in the most recently delivered US Borrowing Base Certificate except for assets disposed of since the date of such certificate to the extent permitted hereby, (c) the Canadian Borrower and its Canadian Subsidiaries have good and marketable title to all personal Property reflected in the most recently delivered Canadian Borrowing Base Certificate except for assets disposed of since the date of such certificate to the extent permitted hereby, and (d) none of the Property owned or leased by a Borrower or a Subsidiary is subject to any Lien except Permitted Liens. The respective Administrative Agent’s Liens created under the Credit Documents are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title and as to which an Administrative Agent has not caused its Lien to be noted on the applicable certificate of title, and (ii) any deposit accounts and securities accounts not subject to a control agreement as permitted by Section 6.15, and subject only to the filing of financing statements and the recordation of the Mortgages, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens.

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Section 4.6 True and Complete Disclosure. All written factual information (whether delivered before or after the date of this Agreement) prepared by or on behalf of a Borrower or a Subsidiary and furnished to any Lender Party for purposes of or in connection with this Agreement, any other Credit Document or any transaction contemplated hereby or thereby is true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not materially misleading at such time. There is no fact known to any officer of a Borrower on the date of this Agreement that has not been disclosed to the Administrative Agents that could reasonably be expected to result in a Material Adverse Change.

Section 4.7 Litigation. There are no actions, suits, or proceedings pending or, to each Borrower’s knowledge, threatened against a Borrower or any Subsidiary, at law, in equity, or in admiralty, or by or before any Governmental Authority, which could reasonably be expected to result in a Material Adverse Change. Additionally, except as disclosed in writing to the Lender Parties, there is no pending or, to the best of the knowledge of each Borrower, threatened action or proceeding instituted against any Borrower or any of Subsidiary which seeks to adjudicate any Borrower or any Subsidiary as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its Property; provided that this Section 4.7 does not apply with respect to Environmental Claims.

Section 4.8 Compliance with Agreements.

(a) Neither Borrower nor any Subsidiary is a party to any indenture, loan or credit agreement or any lease or any other types of agreement or instrument or subject to any charter or corporate restriction or provision of applicable law or governmental regulation the performance of or compliance with which could reasonably be expected to cause a Material Adverse Change. Neither Borrower nor any Subsidiary is in default under or with respect to any contract, agreement, lease or any other types of agreement or instrument to which such Borrower or such Subsidiary is a party and which could reasonably be expected to cause a Material Adverse Change.

(b) No Default has occurred and is continuing. Additionally, no event of default under any financing agreement which would constitute an Event of Default under Section 7.1(f) has occurred and is continuing.

Section 4.9 Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan and there has been no excise tax imposed upon any Borrower or any Subsidiary under Section 4971 of the Code, (d) to the knowledge of each Borrower, except for matters that could not reasonably be expected to result in a Material Adverse Change, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither Borrower nor any member of

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the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if any Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, neither Borrower has any reason to believe that the annual cost during the term of this Agreement to any Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of any Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Section 4.10 Environmental Condition.

(a) Permits, Etc. The Credit Parties (i) have obtained all material Environmental Permits necessary for the ownership and operation of their respective Properties and the conduct of their respective businesses; (ii) except as set forth in Schedule 4.10, have at all times been and are in material compliance with all terms and conditions of such Permits and with all other material requirements of applicable Environmental Laws; (iii) have not received written notice of any material violation or alleged material violation of any Environmental Law or Environmental Permit; and (iv) are not subject to any actual or contingent Environmental Claim which could reasonably be expected to cause a Material Adverse Change.

(b) Certain Liabilities. Except as set forth on Schedule 4.10, to each Borrower’s best knowledge, none of the present or previously owned or operated Property of any Credit Party or of any of their former Subsidiaries, wherever located, (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned or operated by any Credit Party or any Subsidiary, wherever located, which could reasonably be expected to cause a Material Adverse Change; or (iii) has been the site of any Release of Hazardous Substances or Hazardous Wastes from present or past operations which has caused at the site or at any third-party site any condition that has resulted in or could reasonably be expected to result in the need for Response that could cause a Material Adverse Change.

(c) Certain Actions. Without limiting the foregoing, (i) all notices have been properly filed, and no further action is required under current applicable Environmental Law as to each Response or other restoration or remedial project undertaken by any Borrower, any of Subsidiary, or any Borrower’s or such Subsidiary’s former Subsidiaries on any of their presently or formerly owned or operated Property except where the failure to do so could not reasonably be expected to cause a Material Adverse Change and (ii) the present and, to each Borrower’s best knowledge, future liability, if any, of any Borrower or of any Subsidiary which could reasonably be expected to arise in connection with requirements under Environmental Laws will not result in a Material Adverse Change.

Section 4.11 Subsidiaries. Neither Borrower has any Subsidiaries other than those listed on Schedule 4.11. Each Subsidiary, to the extent required, has complied with the requirements of Section 5.6.

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Section 4.12 Investment Company Act. Neither Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. Neither Borrower nor any Subsidiary is subject to regulation under any Federal or state statute, regulation or other Legal Requirement which limits its ability to incur Debt.

Section 4.13 Collateral Issues.

(a) Intellectual Property. Each Credit Party and its Subsidiaries own, or hold licenses in, all material trademarks, trade names, copyrights, patents, and licenses that are necessary to the conduct of its business as currently conducted, and attached hereto as Schedule 4.13(a) (as updated from time to time) is a true, correct, and complete listing of all material trademarks, trade names, copyrights, patents, and licenses as to which the Company or one of its Subsidiaries is the owner or is an exclusive licensee; provided, however, that the Company may amend Schedule 4.13(a) to add additional intellectual property so long as such amendment occurs by written notice to US Administrative Agent not less than 30 days after the date on which the applicable Credit Party or its Subsidiary acquires any such material property after the Third Amendment Effective Date.

(b) Leases. Each Credit Party and its Subsidiaries enjoy peaceful and undisturbed possession under all leases material to their business and to which they are parties or under which they are operating, and, subject to Permitted Protests, all of such material leases are valid and subsisting and no material default by the applicable Credit Party or its Subsidiaries exists under any of them.

(c) Deposit Accounts and Securities Accounts. Set forth on Schedule 4.13(c) (as updated pursuant to the provisions of the Security Agreement from time to time) is a listing of all of the Credit Parties’ and their Subsidiaries’ deposit accounts and securities accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the deposit accounts or securities accounts maintained with such Person.

(d) Eligible Accounts. As to each Account that is identified by the US Borrower or the Canadian Borrower as an Eligible Account in a Borrowing Base Certificate submitted to the Applicable Administrative Agent, such Account is (a) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of such Borrower’s (or the applicable Guarantor’s) business, (b) owed to such Borrower (or the applicable Guarantor) without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and (c) not excluded as ineligible by virtue of one or more of the excluding criteria (other than Administrative Agent-discretionary criteria) set forth in the definition of Eligible Accounts.

(e) Locations of Equipment. The Equipment (other than vehicles or Equipment out for repair) of the Credit Parties and their Subsidiaries are not stored with a bailee, warehouseman, or similar party and are located only at, or in-transit between or to, the job sites where such Equipment is then under contract or the locations identified on Schedule 4.13(e) (as such Schedule may be updated pursuant to Section 5.10) other than as otherwise permitted under Section 5.10.

Section 4.14 Taxes. Proper and accurate (in all material respects), federal, state, local and foreign tax returns, reports and statements required to be filed (after giving effect to any extension granted in the time for filing) by any Borrower, any Subsidiary, or any member of the Affiliated Group as determined under Section 1504 of the Code (hereafter collectively called the “Tax Group”) have been filed with the appropriate Governmental Authorities, and all Taxes (which are material in amount) shown to be due and payable on such tax returns have been timely paid prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for non-payment thereof except to the extent that the validity of

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such assessment or tax shall be the subject of a Permitted Protest. Neither Borrower nor any member of the Tax Group has given, or been requested to give, a waiver of the statute of limitations relating to the payment of any Taxes. Proper and accurate amounts have been withheld (including withholdings from employee wages and salaries relating to income tax, employment insurance and Canadian Benefit Plans contributions) by each Borrower and all other members of the Tax Group from their employees for all periods to comply in all material respects with the tax, social security and unemployment withholding provisions of applicable federal, state, local and foreign law. Timely payment of all material sales and use taxes required by applicable law have been made by each Borrower and all other members of the Tax Group.

Section 4.15 Permits, Licenses, etc. Each Borrower and each Subsidiary manages and operates its business in accordance with all applicable Legal Requirements except where the failure to so manage or operate could not reasonably be expected to result in a Material Adverse Change; provided that this Section 4.15 does not apply with respect to Environmental Permits.

Section 4.16 Use of Proceeds. The proceeds of the Credit Extensions will be used by the Borrowers for the purposes described in Section 6.6. Neither Borrower is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U). No proceeds of any Advance will be used to purchase or carry any margin stock in violation of Regulation T, U or X.

Section 4.17 Condition of Property; Casualties. The material Properties used or to be used in the continuing operations of any Borrower or any Subsidiary, are in good working order and condition, normal wear and tear excepted. Neither the business nor the material Properties of each Borrower and each Subsidiary has been affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy, which effect could reasonably be expected to cause a Material Adverse Change.

Section 4.18 Insurance. Each Borrower and each Subsidiary carry insurance (which may be carried by the Company on a consolidated basis) with reputable insurers in respect of such of their respective Properties, in such amounts and against such risks as is customarily maintained by other Persons of similar size engaged in similar businesses or, self-insure to the extent that is customary for Persons of similar size engaged in similar businesses.

Section 4.19 Labor Agreements. Except as disclosed in Schedule 4.19, no Credit Party has any contracts with any labor union or employee association nor made commitments to or conducted negotiations with any labor union or employee association with respect to any future agreements, and no Credit Party is aware of any current attempts to organize or establish any such labor union or employee association.

Section 4.20 OFAC. No Credit Party nor any of its Subsidiaries is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. No Credit Party nor any of its Subsidiaries (a) is a Sanctioned Person or a Sanctioned Entity, (b) has its assets located in Sanctioned Entities, or (c) derives revenues from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. The proceeds of any Advance will not be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity.

Section 4.21 Patriot Act. To the extent applicable, each Credit Party is in compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control

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regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) the Patriot Act. No part of the proceeds of the loans made hereunder will be used by any Credit Party or any of their Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

ARTICLE V
AFFIRMATIVE COVENANTS

So long as any Obligation shall remain unpaid, any Lender shall have any Commitment hereunder, or there shall exist any Letter of Credit Exposure, the Company agrees to comply with the following covenants.

Section 5.1 Organization. The Company shall, and shall cause each Subsidiary to, preserve and maintain its partnership, limited liability company or corporate existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary or desirable in view of its business and operations or the ownership of its Properties and where failure to qualify could reasonably be expected to cause a Material Adverse Change; provided, however, that nothing herein contained shall prevent any transaction permitted by Section 6.7 or Section 6.8.

Section 5.2 Reporting.

(a) Annual Financial Reports. The Company shall provide, or shall cause to be provided, to the Administrative Agents, as soon as available, but in any event within 120 days (or within five days after such shorter time period as may be required under Securities Law for the filing of its Form 10-K) after the end of each fiscal year of the Company commencing with the fiscal year ended December 31, 2006, the unqualified audited annual Financial Statements (which the parties hereto acknowledge will include unaudited consolidating statements), all prepared in conformity with GAAP consistently applied and all as audited (other than the consolidating statements) by Xxxxx Xxxxxxxx or other certified public accountants reasonably acceptable to the US Administrative Agent together with a duly completed Compliance Certificate that shall include a certification by an authorized financial officer of the Company that no Default has occurred and is continuing.

(b) Quarterly Financial Reports. The Company shall provide to the Administrative Agents, as soon as available, but in any event within 45 days (or within five days after such shorter time period as may be required under Securities Law for the filing of its Form 10-Q) after the end of each of the first three fiscal quarters of each fiscal year of the Company: (i) an internally prepared Financial Statement as of the close of such fiscal quarter, (ii) a comparison of such balance sheet and the related consolidated statements of income, retained earnings, and cash flow to the balance sheet and related consolidated statements of income, retained earnings, and cash flow for the corresponding fiscal period of the preceding fiscal year, (iii) any other such items as either Administrative Agent may reasonably request, all of which shall be certified as accurate by an authorized financial officer of the Company, and (iv) a duly completed Compliance Certificate that shall include a certification by an authorized financial officer of the Company that no Default has occurred and is continuing.

(c) Monthly Financials. The Company shall provide to the Administrative Agents, as soon as available, but in any event within 30 days (or 45 days in the case of a month that is the end of one of the Company’s fiscal quarters) after the end of each month during each of the Company’s fiscal years, an

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unaudited consolidated and consolidating balance sheet, income statement and statement of cash flow, covering the Company’s and its Subsidiaries’ operations during such period in such form and detail agreed to between the US Administrative Agent and the Company prior to the Third Amendment Effective Date.

(d) Defaults. The Company shall provide to the Administrative Agents promptly, but in any event within three Business Days after knowledge of the occurrence thereof, a notice of each Default or Event of Default known to the Company or to any Subsidiary, together with a statement of an officer of the Company setting forth the details of such Default or Event of Default and the actions which the Company has taken and proposes to take with respect thereto.

(e) Other Creditors. The Company shall provide to the Administrative Agents promptly after the giving or receipt thereof, copies of any default notices given or received by US Borrower or by any Subsidiary pursuant to the terms of any indenture, loan agreement, credit agreement, or similar agreement evidencing or relating to Debt in a principal amount equal to or greater than $5,000,000.

(f) Litigation. The Company shall provide to the Administrative Agent promptly after the commencement thereof, notice of all actions, suits, and proceedings before any Governmental Authority, affecting the Company or any Subsidiary that could reasonably be expected to result in a Material Adverse Change.

(g) Environmental Notices. Promptly upon, and in any event no later than 15 days after, the receipt thereof, or the acquisition of knowledge thereof, by a Borrower or any Subsidiary, the Company shall provide the Administrative Agents with a copy of any form of request, claim, complaint, order, notice, summons or citation received from any Governmental Authority or any other Person, (i) concerning violations or alleged violations of Environmental Laws, which seeks to impose liability therefore in excess of $5,000,000, (ii) concerning any action or omission on the part of any of the Credit Parties or any of their former Subsidiaries in connection with Hazardous Waste or Hazardous Substances which could reasonably result in the imposition of liability in excess of $5,000,000 or requiring that action be taken to respond to or clean up a Release of Hazardous Substances or Hazardous Waste into the environment and such action or clean-up could reasonably be expected to exceed $5,000,000, including without limitation any information request related to, or notice of, potential responsibility under CERCLA, or (iii) concerning the filing of a Lien (other than Permitted Lien) upon, against or in connection with a Borrower, any Subsidiary, or any of their respective former Subsidiaries, or any of their leased or owned Property, wherever located.

(h) Material Changes. The Company shall provide to the Administrative Agents prompt written notice of any condition or event of which the Company or any Subsidiary has knowledge, which condition or event has resulted or may reasonably be expected to result in (i) a Material Adverse Change or (ii) a breach of or noncompliance with any material term, condition, or covenant of any material contract to which the Company or any Subsidiary is a party or by which their Properties may be bound which breach or noncompliance could reasonably be expected to result in a Material Adverse Change.

(i) Termination Events. As soon as possible and in any event (i) within 30 days after the Company or any member of the Controlled Group knows or has reason to know that any Termination Event described in clause (a) of the definition of Termination Event with respect to any Plan has occurred, and (ii) within 10 days after the Company or any member of the Controlled Group knows or has reason to know that any other Termination Event with respect to any Plan has occurred, the Company shall provide to the Administrative Agents a statement of an authorized officer of the Company describing such Termination Event and the action, if any, which the Company or any Affiliate of the Company proposes to take with respect thereto;

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(j) Termination of Plans. Promptly and in any event within five Business Days after receipt thereof by a Borrower or any member of the Controlled Group from the PBGC, the Company shall provide to the Administrative Agents copies of each notice received by the Company or any such member of the Controlled Group of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan;

(k) Other ERISA Notices. Promptly and in any event within five Business Days after receipt thereof by the Company or any member of the Controlled Group from a Multiemployer Plan sponsor, the Company shall provide to the Administrative Agents a copy of each notice received by the Company or any member of the Controlled Group concerning the imposition or amount of withdrawal liability imposed on the Company or any member of the Controlled Group pursuant to Section 4202 of ERISA;

(l) Other Governmental Notices. Promptly and in any event within five Business Days after receipt thereof by the Company or any Subsidiary, the Company shall provide to the Administrative Agents a copy of any notice, summons, citation, or proceeding seeking to modify in any material respect, revoke, or suspend any material contract, license, permit, or agreement with any Governmental Authority;

(m) Disputes; etc. The Company shall provide to the Administrative Agents prompt written notice of (i) any claims, legal or arbitration proceedings, proceedings before any Governmental Authority, or disputes, or to the knowledge of the Company, any such actions threatened, or affecting the Company or any Subsidiary, which, if adversely determined, could reasonably be expected to cause a Material Adverse Change, or any material labor controversy of which the Company or any Subsidiary has knowledge resulting in or reasonably considered to be likely to result in a strike against the Company or any Subsidiary, and (ii) any claim, judgment, Lien or other encumbrance (other than a Permitted Lien) affecting any Property of the Company or of any Subsidiary, if the value of the claim, judgment, Lien, or other encumbrance affecting such Property shall exceed $5,000,000;

(n) Annual Budget. Promptly and in any event within 90 days after the end of a fiscal year (“Preceding Year”), the Company shall provide to the Administrative Agents with sufficient copies for the Lenders, (i) the projected consolidated statements of income and retained earnings, and (ii) the projected cash flow budget and operating budget, including the balance sheet as of the end of the Preceding Year, for the Company and its Subsidiaries, in any case, for the twelve month period immediately following the Preceding Year.

(o) Collateral Reports. Provide the Applicable Administrative Agent (and if so requested by an Applicable Administrative Agent, with copies for each Lender in the applicable Class) with each of the reports set forth on Schedule 5.2 at the times specified therein. In addition, the Borrowers agree to use commercially reasonable efforts in cooperation with the Applicable Administrative Agent to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each of the items set forth on such Schedule.

(p) Other Information. Subject to the confidentiality provisions of Section 9.8, the Company shall provide to the Administrative Agents such other information respecting the business, operations, or Property of the Company or of any Subsidiary, financial or otherwise, as any Lender through an Administrative Agent may reasonably request.

Section 5.3 Insurance.

(a) The Company shall, and shall cause each Subsidiary to, with reputable insurers in respect of such of their respective Properties, carry and maintain insurance in such amounts and against such risks as is customarily maintained by other Persons of similar size engaged in similar businesses or, self-insure to

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the extent that is customary for Persons of similar size engaged in similar businesses. In addition, the Company and its Subsidiaries shall comply with all requirements regarding insurance contained in the Security Documents to which it or such Subsidiary is a party.

(b) Certificates of insurance, and endorsements and renewals thereof shall be delivered by the Company to and retained by the applicable Administrative Agent. All policies of (i) property insurance with respect to the US Collateral either shall have attached thereto a lender’s loss payable endorsement in favor of the US Administrative Agent for its benefit and the ratable benefit of the US Secured Parties or name the US Administrative Agent as loss payee for its benefit and the ratable benefit of the US Secured Parties, in either case, in form reasonably satisfactory to the US Administrative Agent, (ii) property insurance with respect to the Canadian Collateral either shall have attached thereto a lender’s loss payable endorsement in favor of the Canadian Administrative Agent for its benefit and the ratable benefit of the Canadian Secured Parties or name the Canadian Administrative Agent as loss payee for its benefit and the ratable benefit of the Canadian Secured Parties, in either case, in form reasonably satisfactory to the Canadian Administrative Agent, and (iii) liability insurance shall name the US Administrative Agent for its benefit and the ratable benefit of the Secured Parties as an additional insured. All certificates of insurance shall set forth the coverage, the limits of liability, the name of the carrier, the policy number, and the period of coverage. All such policies shall contain a provision that notwithstanding any contrary agreements between a Borrower, its Subsidiaries, and the applicable insurance company, such policies will not be canceled or allowed to lapse without renewal without at least 30 days’ prior written notice to the applicable Administrative Agent. In the event that, notwithstanding the “lender’s loss payable endorsement” requirement of this Section 5.3, the proceeds of any insurance policy described above are paid to a Borrower or a Guarantor, the Company shall deliver, or cause to be delivered, such proceeds to the applicable Administrative Agent immediately upon receipt.

(c) If at any time the area in which the Mortgaged Property (as defined in the Mortgages) are located is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), the Company shall, and shall cause each of its Subsidiaries to, obtain flood insurance in such total amount as required by Regulation H of the Federal Reserve Board or Part 22 to Title 12 of the Code of Federal Regulations, in either case, as from time to time in effect and all official rulings and interpretations thereunder or thereof, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time.

(d) Any proceeds of insurance referred to in this Section 5.3 which are paid to any Administrative Agent shall (i) if no Event of Default has occurred and is continuing, be returned to the Applicable Borrower to be applied as permitted by Section 2.7, and (ii) if an Event of Default has occurred and is continuing, be immediately applied to the Obligations in accordance with Section 7.6.

Section 5.4 Compliance with Laws. The Company shall, and shall cause each Subsidiary to, comply with all federal, state, provincial, territorial and local laws and regulations (including Environmental Laws) which are applicable to the operations and Property of the Company or such Subsidiary and maintain all related permits necessary for the ownership and operation of the Company’s and such Subsidiary’s Property and business, except in any case where the failure to so comply could not reasonably be expected to result in a Material Adverse Change, provided that this Section 5.4 shall not prevent the Company or any of its Subsidiaries from, in good faith and with reasonable diligence, contesting the validity or application of any such laws or regulations by appropriate legal proceedings for which adequate reserves have been established.

Section 5.5 Taxes. The Company shall, and shall cause each Subsidiary to pay and discharge all material Taxes imposed on the Company or any of its Subsidiaries, respectively, prior to the date on

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which penalties attach; provided that nothing in this Section 5.5 shall require the Company or any of its Subsidiaries to pay any Tax which is being contested in good faith and for which adequate reserves have been established in accordance with GAAP.

Section 5.6 Additional Guarantors. Immediately upon the creation of any new Material Subsidiary permitted by this Agreement and within 30 days after the purchase by the Company or any of its Subsidiaries of the Equity Interests of any Person, which purchase results in such Person becoming a Material Subsidiary permitted by this Agreement, the Company shall (a) if such Material Subsidiary is a Domestic Subsidiary, cause such Subsidiary to execute and deliver to the US Administrative Agent, a joinder to the US Subsidiary Guaranty, and (b) if such Material Subsidiary is a Subsidiary of the Canadian Borrower, cause such Subsidiary to execute and deliver to the Canadian Administrative Agent, a joinder to the Canadian Guaranty, and (c) in either case, cause such Subsidiary to deliver such evidence of corporate authority to enter into such Credit Documents as the Applicable Administrative Agent may reasonably request.

Section 5.7 Security. The Company agrees that at all times before the termination of this Agreement, payment in full of the Obligations (other than expense reimbursement and indemnity obligations which survive but are not due and payable), and termination in full of the Commitments, the Applicable Administrative Agent shall have an Acceptable Security Interest in the applicable Collateral to secure the performance and payment of the applicable Obligations as set forth in the applicable Security Documents. The Company shall, and shall cause each Subsidiary to take such actions, including execution and delivery of any Security Documents necessary to:

(a) create, perfect and maintain an Acceptable Security Interest in favor of the US Administrative Agent in the following Properties of the Company and any Domestic Subsidiary of the Company, whether now owned or hereafter acquired: (i) all Equity Interests issued by any Domestic Subsidiary, (ii) not more than 66% of all Equity Interests issued by any first-tier Foreign Subsidiary, including, without limitation, the Canadian Borrower, (iii) all real properties constituting Material Real Properties, and (iv) all other Properties (other than real properties and Equity Interests in a Subsidiary, each of which is discussed elsewhere under this Section); and

(b) create, perfect and maintain an Acceptable Security Interest in favor of the Canadian Administrative Agent in the following Properties of the Canadian Borrower and any Subsidiary of the Canadian Borrower, whether now owned or hereafter acquired: (i) all real properties constituting Material Real Properties, and (ii) all other Properties (other than real properties and Equity Interests in a Subsidiary).

For the avoidance of doubt, notwithstanding the preceding provisions of this Section 5.7 or any other provisions of the Credit Documents, (A) neither the Company nor any Domestic Subsidiary shall be required to grant any security interest in more than 66% of the Equity Interests in any first-tier Foreign Subsidiary and (B) none of the Property of any Foreign Subsidiary shall ever serve as collateral or other security for the US Facility (including US Swingline Advances).

Section 5.8 Records; Inspection. The Company shall, and shall cause each Subsidiary to maintain proper, complete and consistent books of record with respect to such Person’s operations, affairs, and financial condition. From time to time upon reasonable prior notice, the Company shall permit any Lender and shall cause each Subsidiary to permit any Lender, at such reasonable times and intervals and to a reasonable extent and under the reasonable guidance of officers of or employees delegated by officers of the Company or such Subsidiary, to, subject to any applicable confidentiality considerations, examine and copy the books and records of the Company or such Subsidiary, to visit and inspect the Property of

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the Company or such Subsidiary, and to discuss the business operations and Property of the Company or such Subsidiary with the officers and directors thereof.

Section 5.9 Maintenance of Property. The Company shall, and shall cause each Subsidiary to, maintain their owned, leased, or operated Property in good condition and repair, normal wear and tear excepted; and shall abstain from, and cause each Subsidiary to abstain from, knowingly or willfully permitting the commission of waste or other injury, destruction, or loss of natural resources, or the occurrence of pollution, contamination, or any other condition in, on or about the owned or operated Property involving the Environment that could reasonably be expected to result in Response activities and that could reasonably be expected to cause a Material Adverse Change.

Section 5.10 Location of Equipment; Collateral Access Agreements. The Company shall, and shall cause each Subsidiary to keep each Credit Parties’ and its Subsidiaries’ Equipment (other than vehicles and Equipment out for repair, in transit or at the job sites where such Equipment is then under contract) only at the locations identified on Schedule 4.13(e); provided, however, that Borrower may amend Schedule 4.13(e) so long as such amendment occurs by written notice to the Applicable Administrative Agent no later than 45 days after the end of the applicable quarter during which such Equipment is moved to such new location or such chief executive office is relocated and so long as such new location is within the continental United States, and so long as, at the time of such written notification, the applicable Borrower shall have exercised commercially reasonable efforts to obtain a Collateral Access Agreement with respect thereto; provided further however, the Company and its Subsidiaries may keep Equipment in other locations in Mexico or Canada so long as the aggregate net book value of all Equipment owned by the Company and its Domestic Subsidiaries located in Mexico or Canada does not at any one time exceed $33,000,000 in the aggregate. As to all other locations identified in Schedule 4.13(e), at the request of the US Administrative Agent, the Company shall, and shall cause each Subsidiary to, use commercially reasonable efforts to obtain Collateral Access Agreements with respect thereto.

Section 5.11 Material Real Properties. The Company shall, and shall cause the applicable Subsidiary to use commercially reasonable efforts to, satisfy each requirement set forth in Schedule 5.11 for properties constituting Material Real Properties acquired (directly or through the acquisition of a Subsidiary) after the Effective Date.

ARTICLE VI
NEGATIVE COVENANTS

Section 6.1 Debt. The Company shall not, nor shall it permit any Subsidiary to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):

(a) Debt of the Credit Parties under the Credit Documents;

(b) intercompany Debt incurred in the ordinary course of business owed by a Credit Party to another Credit Party; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3;

(c) Debt for borrowed money incurred after the Effective Date; provided that (i) such Debt is either unsecured or Permitted Subordinated Debt, (ii) the maintenance covenants and financial ratios under instruments or agreements governing the credit facility for such Debt (including, without limitation,

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indentures) are not more restrictive than such covenants under the Facilities as reasonably determined by the US Administrative Agent which determination will not be unreasonably withheld or delayed, (iii) the scheduled maturity of such Debt is at least six months past the scheduled Maturity Date and no amortization payments, mandatory prepayments, mandatory redemptions, mandatory conversions or mandatory repurchases of such Debt are required thereunder other than at the scheduled maturity thereof (other than amortization payments, mandatory prepayments, mandatory redemptions, mandatory conversions, or mandatory repurchases required in respect of such Debt in connection with the occurrence of an event of default under such Debt, a change of control of the issuer (including a disposition of all or substantially all of the assets of the US Borrower and its Subsidiaries, a liquidation or dissolution of the US Borrower, or any event constituting a Change of Control (as defined herein) or an asset sale by the issuer or a Subsidiary thereof), and (iv) the Company and its Subsidiaries are in compliance with the covenants set forth in this Agreement, both before and after giving effect to each incurrence of such Debt;

(d) Unsecured Debt existing on the Effective Date and set forth in Part A of Schedule 6.1 (including the Bond Issuance);

(e) the following secured Debt; provided that, the aggregate principal amount of all such Debt shall not exceed 10% of the Company’s consolidated Net Worth at any time and neither Borrower nor any Subsidiary may enter into additional indebtedness of the type described in this clause (g) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default:

(i) purchase money indebtedness or Capital Leases;

(ii) Debt secured by Liens of the type described in Section 6.2(f); and

(iii) Secured Debt existing on the Effective Date and set forth in Part B of Schedule 6.1.

Section 6.2 Liens. The Company shall not, nor shall it permit any of its Subsidiaries to, create, assume, incur, or suffer to exist any Lien on the Property of the Company or any Subsidiary of the Company, whether now owned or hereafter acquired, or assign any right to receive any income, other than the following (collectively, the “Permitted Liens”) but subject to the limitation in Section 6.5(b):

(a) Liens securing the Obligations;

(b) Liens imposed by law, such as materialmen’s, mechanics’, builder’s, carriers’, workmen’s and repairmen’s liens, and other similar liens arising in the ordinary course of business securing obligations which are not overdue for a period of more than 30 days or are the subject of Permitted Protests;

(c) Liens arising in the ordinary course of business out of pledges or deposits under workers compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation to secure public or statutory obligations;

(d) Liens for taxes, assessment, or other governmental charges which are not yet due and payable or which are the subject of Permitted Protests;

(e) Liens securing purchase money debt and Capital Leases permitted under Section 6.1(e); provided that each such Lien encumbers only the Property purchased in connection with the creation of any such purchase money debt and the amount secured thereby is not increased;

(f) Liens on Property of Persons which become Subsidiaries of a Borrower after the Effective Date and securing Permitted Debt; provided that, (i) such Liens are in existence at the time the respective

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Persons become Subsidiaries of a Borrower and were not created in anticipation thereof and (ii) the Debt secured by such Liens (A) is secured only by such Property and not by any other assets of the Subsidiary acquired, and (B) is not increased in amount;

(g) Liens arising from precautionary UCC financing statements regarding operating leases to the extent such operating leases are permitted hereby;

(h) encumbrances consisting of minor easements, zoning restrictions, or other restrictions on the use of real property that do not (individually or in the aggregate) materially affect the value of the assets encumbered thereby or materially impair the ability of the Company or such Subsidiary to use such assets in its business, and none of which is violated in any material aspect by existing or proposed structures or land use;

(i) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a depository institution;

(j) Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the ordinary course of business;

(k) judgment and attachment Liens not giving rise to an Event of Default, provided that (i) any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceeding may be initiated shall not have expired and (ii) no action to enforce such Lien has been commenced;

(l) in respect of any parcel of Real Property, defects or irregularities in the title to such Real Property which in the opinion of the Administrative Agents are of a minor nature and which, in the aggregate, will not materially impair the use of such Real Property for the purposes for which such Real Property is held by the owner thereof;

(m) Liens existing on the Effective Date and set forth in Schedule 6.2 and covering only such property that is covered by such Lien on the Effective Date.

Section 6.3 Investments. The Company shall not, nor shall it permit any Subsidiary to, make or hold any direct or indirect investment in any Person, including capital contributions to the Person, investments in or the acquisition of the debt or equity securities of the Person, or any loans, guaranties, trade credit, or other extensions of credit to any Person, other than the following (collectively, the “Permitted Investments”):

(a) investments in the form of trade credit to customers of a Borrower and its Subsidiaries arising in the ordinary course of business and represented by accounts from such customers;

(b) Liquid Investments;

(c) loans, advances, or capital contributions to, or investments in, or purchases or commitments to purchase any stock or other securities or evidences of indebtedness of or interests in any Person and existing on the Effective Date, in each case as specified in the attached Schedule 6.3; provided that, the respective amounts of such loans, advances, capital contributions, investments, purchases and commitments shall not be increased (other than appreciation);

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(d) ordinary course of business contributions, loans, or advances to, or investments in a Credit Party; provided that, such contributions, loans, or advances to, or investments are subordinated to the Obligations on terms reasonably acceptable to the US Administrative Agent;

(e) promissory notes and other noncash consideration received by the Credit Parties in connection with any asset sale permitted hereunder, with the bankruptcy or reorganization of suppliers and customers, or with the settlement of delinquent obligations of, and disputes with, customers and suppliers arising in the ordinary course of business;

(f) creation or acquisition of and additional contributions, loans or advances to, or investments in, any additional Subsidiaries in compliance with Section 5.6 and Section 6.20; provided that, any contributions, loans, or advances to, or investments in such Subsidiary (other than the initial capitalization of such Subsidiary) by the Company or any of its Subsidiaries shall be otherwise permitted under this Section 6.3 or in the case of Non-Guarantor Subsidiaries, Section 6.20;

(g) Hedging Arrangements permitted by Section 6.16 hereof; and

(h) other investments, loans and advances (other than investments in and loans and advances to Foreign Subsidiaries) in an aggregate amount (valued at cost or outstanding principal amount, as the case may be) not greater than $10,000,000 at any time outstanding.

Section 6.4 Acquisitions. The Company shall not, nor shall it permit any Subsidiary to, make an Acquisition in a transaction or related series of transactions; provided that, an Acquisition may be made so long as: (a) no Default or Event of Default exists both before and after giving effect to such Acquisition; (b) such Acquisition is substantially related to the business of the Company and its Subsidiaries, taken as a whole, and is not hostile; (c) both before and after giving effect to such Acquisition, the pro forma Fixed Charge Coverage Ratio calculated as of the fiscal quarter ending immediately prior to effective date of such Acquisition and as of the effective date of the Acquisition) is not less than 1.10 to 1.00; (d) unless otherwise consented to by the US Administrative Agent in its sole discretion, the target business’ or Person’s EBITDA for the four fiscal quarter period ending immediately prior to the closing of such Acquisition is equal to or greater than a negative $10,000,000; and (e) if, before or after giving effect to such Acquisition, the total consideration for Acquisitions (whether paid in cash or assumed in liabilities by the purchaser(s) but excluding any consideration constituting Equity Interests of the applicable Borrower) completed in any calendar year exceeds $5,000,000, then (i) before giving effect to such Acquisition, Excess Availability Amount must be greater than $50,000,000 and (ii) after giving effect to such Acquisition, Liquidity must be greater than $35,000,000. For purposes of this Section 6.4, “Liquidity” means the sum of (x) Excess Availability Amount calculated after pro forma adjustments have been made to the US Borrowing Base resulting from the addition of Eligible Accounts acquired under such Acquisition for which a field audit acceptable to the US Administrative Agent has been delivered, and (y) the amount of unrestricted cash and Liquid Investments of the US Borrower and its Domestic Subsidiaries that is in deposit accounts or in securities accounts, or any combination thereof, and which such deposit account or securities account is the subject of a Control Agreement (or such other action necessary under law to perfect the US Administrative Agent’s Lien therein has been taken with respect thereto) and is maintained by a branch office of a bank or securities intermediary located within the United States.

Section 6.5 Agreements Restricting Liens; Negative Pledge. (a) The Company shall not, nor shall it permit any Subsidiary to, create, incur, assume or permit to exist any contract, agreement or understanding (other than this Agreement, the Security Documents and agreements governing Debt permitted by Section 6.1(e) to the extent such restrictions govern only the asset financed pursuant to such Debt incurred pursuant to Section 6.1(e)) which in any way prohibits or restricts the granting, conveying,

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creation or imposition of any Lien on any of its Property, whether now owned or hereafter acquired, to secure the Obligations or restricts any Subsidiary from paying Restricted Payments to such Borrower, or which requires the consent of or notice to other Persons in connection therewith. (b) Notwithstanding anything herein to the contrary, the Company shall not, nor shall it permit any Subsidiary to, create or permit to exist any Lien on any Equity Interests issued by a Foreign Subsidiary, other than (i) a Lien in favor of the Applicable Administrative Agent and (ii) a Lien to the extent it is permitted under Section 6.2(d) or Section 6.2(k).

Section 6.6 Use of Proceeds; Use of Letters of Credit. The Company shall not, nor shall it permit any Subsidiary to: (a) use the proceeds of the Revolving Advances for any purposes other than (i) to refinance the advances and other obligations outstanding under the Restated Agreement, (ii) for working capital purposes, and (iii) for general corporate purposes, including capital expenditures and the payment of fees and expenses related to the entering into of this Agreement and the other Credit Documents; or (b) use the proceeds of the Swingline Advances or the Letters of Credit for any purposes other than (i) for working capital purposes and (ii) for general corporate purposes. Neither Borrower shall, nor shall it permit any of its Subsidiaries to, directly or indirectly use any part of the proceeds of Advances or Letters of Credit for any purpose which violates, or is inconsistent with, Regulations T, U, or X.

Section 6.7 Corporate Actions.

(a) The Company shall not, nor shall it permit any Subsidiary to, merge, amalgamate or consolidate with or into any other Person, except that a Borrower may merge or amalgamate with any of its wholly-owned Subsidiaries and any Credit Party (other than a Borrower) may merge, amalgamate or be consolidated with or into any other Credit Party, provided that immediately after giving effect to any such proposed transaction no Default would exist and, in the case of any such merger or amalgamation to which a Borrower is a party, such Borrower or the other Borrower is the surviving entity.

(b) The Company shall not, nor shall it permit any Material Subsidiary to, change its name or reorganize in another jurisdiction, or in any manner rearrange its business structure as it exists on the date of this Agreement, provided that the Company may, and may permit any Material Subsidiary to, change its name, reorganize in another jurisdiction or in any manner rearrange its business structure if the Company gives written notice thereof to the Administrative Agents within thirty (30) days thereafter.

(c) The Company shall not, nor shall it permit any Subsidiary to, modify or change its fiscal year or its method of accounting (other than as may be required to conform to GAAP) without providing at least 30 days prior written notice thereof to the US Administrative Agent.

Section 6.8 Sale of Assets. The Company shall not, nor shall it permit any Subsidiary to sell, convey, or otherwise transfer any of its assets outside the ordinary course of business, except that:

(a) the Credit Parties may, during any fiscal year of the Company sell, convey or otherwise transfer assets (including Equity Interests in any Subsidiary) outside the ordinary course of business up to an aggregate net book value equal to 10% of aggregate net book value of the fixed assets of the Company and it Subsidiaries as set forth in the Financial Statements most recently delivered under Section 5.2; provided that (i) other than transfers between any Credit Party and any Foreign Credit Party and/or Servicios Petrotec de S.A. de C.V. (so long as such entity is then a Subsidiary of the Company) which do not exceed $15,000,000 in the aggregate from and after the Third Amendment Effective Date (based on the net book value of the assets transferred), such assets may not be sold, conveyed or transferred for an amount which is less than fair market value and (ii) if such assets were considered in determining the then effective US Borrowing Base or Canadian Borrowing Base, the Company shall deliver to the Applicable

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Administrative Agent a revised Borrowing Base Certificate and if, as a result of such transaction, a Deficiency exists, the applicable Borrower shall make the prepayments required under Section 2.7(c)(vii);

(b) any Credit Party (other than a Foreign Credit Party) may sell, convey, or otherwise transfer any of its assets to any other Credit Party (other than a Foreign Credit Party) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby; provided that the receiving Credit Party shall ratify, grant and confirm the Liens on such assets (and any other related Collateral) pursuant to documentation satisfactory to the US Administrative Agent; and

(c) any Foreign Credit Party may sell, convey, or otherwise transfer any of its assets to any other Foreign Credit Party so long as no Default or Event of Default has occurred and is continuing or would be caused thereby; provided that the receiving Foreign Credit Party shall ratify, grant and confirm the Liens on such assets (and any other related Collateral) pursuant to documentation satisfactory to the Canadian Administrative Agent.

Section 6.9 Restricted Payments. The Company shall not, nor shall it permit any Subsidiary to make any Restricted Payments except that so long as no Default exists or would result from the making of such Restricted Payment:

(a) Any Subsidiary may make Restricted Payments to a Borrower or any other Credit Party,

(b) The Company and its Subsidiaries may make scheduled interest and scheduled principal payments on its Permitted Subordinated Debt (other than obligations owing in respect of redeemable preferred stock) existing on the Effective Date;

(c) The Company and its Subsidiaries may make scheduled interest payments on its Permitted Subordinated Debt (other than obligations owing in respect of redeemable preferred stock) incurred after the Effective Date and which are permitted by subordination terms as approved by the US Administrative Agent;

(d) The Company may issue common Equity Interests upon conversion of any convertible Debt securities of the Company permitted to be incurred under Section 6.1(c) hereof and, in connection therewith, the Company may make cash payments in lieu of fractional Equity Interests in respect thereof;

(e) The Company may (i) purchase any call or capped call option (or substantively equivalent derivative transaction) on the Company’s common Equity Interests to the extent such call or capped call option (or substantively equivalent derivative transaction) is permitted under the proviso to Section 6.16 hereof and (ii) settle any call option (or warrant or substantively equivalent derivative transaction) on the Company’s common Equity Interests which is permitted under the proviso to Section 6.16 hereof by delivery of common Equity Interests; and

(f) The Company may make Restricted Payments in the form of cash dividends to its equity holders and repurchases of its common Equity Interests in an aggregate amount not to exceed $10,000,000 in any fiscal year so long as (i) no Default or Event of Default exists both before and after giving effect to the declaration and payment of such dividends and such repurchases; and (ii) the excess of the Credit Amount under the US Facility over the US Outstandings, both before and after giving effect to such declaration and payment of such dividends and such repurchases, is greater than or equal to $10,000,000.

Section 6.10 Affiliate Transactions. The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction or series of transactions (including, but not limited to, the purchase, sale, lease or exchange of Property, the making of any investment, the giving

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of any guaranty, the assumption of any obligation or the rendering of any service) with any of their Affiliates unless such transaction or series of transactions is on terms no less favorable to the Company or any Subsidiary, as applicable, than those that could be obtained in a comparable arm’s length transaction with a Person that is not such an affiliate.

Section 6.11 Line of Business. The Company shall not, nor shall it permit any Credit Party to, change the character of the Company’s and its Subsidiaries collective business as conducted on the date of this Agreement, or engage in any type of business not reasonably related to the Company’s and its Subsidiaries’ collective business as presently and normally conducted.

Section 6.12 Hazardous Materials. Except where the failure could not reasonably be expected to cause a Material Adverse Change, the Company (a) shall not, nor shall it permit any Subsidiary to, create, handle, transport, use, or dispose of any Hazardous Substance or Hazardous Waste, except in material compliance with Environmental Law; and (b) shall not, nor shall it permit any Subsidiary to, release any Hazardous Substance or Hazardous Waste into the environment and shall not permit its or any Subsidiary’s Property to be subjected to any release of Hazardous Substance or Hazardous Waste, except in compliance with Environmental Law.

Section 6.13 Compliance with ERISA. Except for matters that individually or in the aggregate could not reasonably be expected to cause a Material Adverse Change, the Company shall not, nor shall it permit any Subsidiary to, directly or indirectly: (a) engage in any transaction in connection with which the Company or any Subsidiary could be subjected to either a civil penalty assessed pursuant to section 502(c), (i) or (l) of ERISA or a tax imposed by Chapter 43 of Subtitle D of the Code; (b) terminate, or permit any member of the Controlled Group to terminate, any Plan in a manner, or take any other action with respect to any Plan, which could result in any liability to the Company, any Subsidiary or any member of the Controlled Group to the PBGC; (c) fail to make, or permit any member of the Controlled Group to fail to make, full payment when due of all amounts which, under the provisions of any Plan, agreement relating thereto or applicable law, the Company, a Subsidiary or member of the Controlled Group is required to pay as contributions thereto; (d) permit to exist, or allow any Subsidiary or any member of the Controlled Group to permit to exist, any accumulated funding deficiency within the meaning of Section 302 of ERISA or section 412 of the Code, whether or not waived, with respect to any Plan; (e) permit, or allow any member of the Controlled Group to permit, the actuarial present value of the benefit liabilities (as “actuarial present value of the benefit liabilities” shall have the meaning specified in section 4041 of ERISA) under any Plan that is regulated under Title IV of ERISA to exceed the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities; (f) contribute to or assume an obligation to contribute to, or permit any member of the Controlled Group to contribute to or assume an obligation to contribute to, any Multiemployer Plan; (g) acquire, or permit any member of the Controlled Group to acquire, an interest in any Person that causes such Person to become a member of the Controlled Group if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to, (1) any Multiemployer Plan, or (2) any other Plan that is subject to Title IV of ERISA under which the actuarial present value of the benefit liabilities under such Plan exceeds the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities; (h) incur, or permit any member of the Controlled Group to incur, a liability to or on account of a Plan under sections 515, 4062, 4063, 4064, 4201 or 4204 of ERISA; (i) contribute to or assume an obligation to contribute to any employee welfare benefit plan, as defined in section 3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by such entities in their sole discretion at any time without any liability; or (j) amend or permit any member of the Controlled Group to amend, a Plan resulting in an increase in current liability such that the

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Company, any Subsidiary or any member of the Controlled Group is required to provide security to such Plan under section 401(a)(29) of the Code.

Section 6.14 Sale and Leaseback Transactions. The Company shall not, nor shall it permit any Subsidiary to, sell or transfer to a Person any Property, whether now owned or hereafter acquired, if at the time or thereafter the Company or a Subsidiary shall lease as lessee such Property or any part thereof or other Property which the Company or a Subsidiary intends to use for substantially the same purpose as the Property sold or transferred unless the fair market value of all assets sold, transferred, leased or disposed of pursuant to this Section 6.14 during any fiscal year of the Company does not, in the aggregate, exceed 5% of consolidated Net Worth calculated as of the most recent fiscal quarter for which financial statements are available.

Section 6.15 Controlled Investments. Other than (i) from the Third Amendment Effective Date to the 90^th day thereafter, an aggregate amount of not more than $3,000,000 at any one time held in any deposit accounts or securities accounts other than with Wells Fargo, (ii) from and after the 90^th day after the Third Amendment Effective Date, an aggregate amount of not more than $500,000 at any one time held in any deposit accounts or securities accounts, and (iii) amounts deposited into deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Company’s and its Subsidiaries’ employees, the Company shall not, nor shall it permit any Subsidiary to make, acquire, or permit to exist cash, Liquid Investments, or amounts credited to deposit accounts or securities accounts unless the Company or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with the Applicable Administrative Agent governing such cash, Liquid Investments, or amounts in order to perfect (and further establish) such Administrative Agent’s Liens in such properties. Except as provided in the immediately preceding sentence, the Company shall not and shall not permit its Subsidiaries to establish or maintain any deposit account or securities account unless the Applicable Administrative Agent shall have received a Control Agreement in respect of such deposit account or securities account.

Section 6.16 Limitation on Hedging. The Company shall not, nor shall it permit any Subsidiary to, (a) purchase, assume, or hold a speculative position in any commodities market or futures market or enter into any Hedging Arrangement for speculative purposes; or (b) be party to or otherwise enter into any Hedging Arrangement which (i) is entered into for reasons other than as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Company’s or its Subsidiaries’ operations, or (ii) obligates the Company or any Subsidiary to any margin call requirements; provided, however, that the Company shall be permitted to purchase a call or capped call option (or substantively equivalent derivative transaction) on the Company’s common Equity Interests in connection with an issuance of convertible Debt securities permitted to be incurred under Section 6.1(c) hereof and sell a call option (or warrant or substantively equivalent derivative transaction) on the Company’s common Equity Interests substantially concurrently with any such purchase so long as (y) the purchase price for the call option (or equivalent transaction), less the proceeds from the sale of the call option (or warrant or equivalent transaction) does not exceed 50% of the net proceeds from such issuance of convertible Debt, and (z) any early termination or settlement of such options does not result in any payments to be made by the Company other than delivery of its common Equity Interests.

Section 6.17 Capital Expenditures. The Company shall not, nor shall it permit any Subsidiary to, incur any Capital Expenditure; provided that, a Capital Expenditure may be incurred so long as no Default or Event of Default exists both before and after giving effect to the incurrence of such Capital Expenditure.

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Section 6.18 Fixed Charge Coverage Ratio. If any Financial Covenant Period has commenced and is continuing, the Company shall not, as of any date, permit the Fixed Charge Coverage Ratio for the immediately preceeding prior fiscal quarter end for which Financial Statements were provided by the Company under Section 5.2, to be less than 1.10 to 1.00.

Section 6.19 Amendment of Permitted Subordinated Debt Terms. The Company shall not, nor shall it permit any of its Subsidiaries to, without prior written consent of the US Administrative Agent, amend any of the documents or terms governing any Permitted Subordinated Debt or the Bond Issuance, the effect of which could reasonably be adverse to the Lenders as determined in the US Administrative Agent’s sole reasonable discretion.

Section 6.20 Non-Guarantor Subsidiaries and Minority Investments. Notwithstanding anything to the contrary contained herein, including any provision of this Article VI, the Company shall not, nor shall it permit any of its Subsidiaries to (i) create, assume, incur or suffer to exist any Lien on or in respect of any of its Property for the benefit of any Non-Guarantor Subsidiary, (ii) sell, assign, pledge, or otherwise transfer any of its Properties to any Non-Guarantor Subsidiary, or (iii) make or permit to exist any loans, advances, or capital contributions to, or make any investment in, or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in, any Non-Guarantor Subsidiary or in any Properties of any Non-Guarantor Subsidiary (collectively, “Non-Guarantor Investments”); provided that, the Company may, and may permit its Subsidiaries to, make or permit to exist Investments in Non-Guarantor Subsidiaries, and other Persons that are not Subsidiaries which are otherwise permitted under the terms hereof and which individually or in the aggregate do not exceed $20,000,000.

Section 6.21 Post-Closing Requirements. On or prior to the 90th day following the Third Amendment Effective Date (or such later date as may be extended by the US Administrative Agent), the Company shall have delivered to the US Administrative Agent each of the following: (a) fully executed Collateral Access Agreements covering the leased properties listed on Schedule 4.13(e) attached hereto and identified by the US Administrative Agent to the US Borrower on or prior to the Third Amendment Effective Date as being material, (b) at the option of the US Administrative Agent, either (i) original certificates of title with respect to the Material Certificated Equipment or (ii) fully executed Custodial Agreement as requested by the US Administrative Agent to address such certificates of title to Material Certificated Equipment, and (c) fully executed Control Agreements covering all accounts of any Credit Party held with Wells Fargo and fully executed Control Agreements covering all accounts of any Credit Party held with any other depositary bank to the extent required in order for the Company to be in compliance under Section 6.15. Notwithstanding the foregoing, the Company’s inability to satisfy the requirement in clause (a) above shall not constitute a Default or an Event of Default under Section 7.1 so long as the Company diligently pursued such agreements in good faith and used commercially reasonable efforts to acquire such agreements.

ARTICLE VII
DEFAULT AND REMEDIES

Section 7.1 Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” under this Agreement and any other Credit Document:

(a) Payment Failure. Any Credit Party (i) fails to pay any principal when due under this Agreement or (ii) fails to pay, within three Business Days of when due, any other amount due under this Agreement or any other Credit Document, including payments of interest, fees, reimbursements, and indemnifications;

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(b) False Representation or Warranties. Any representation or warranty made or deemed to be made by any Credit Party or any officer thereof in this Agreement, in any other Credit Document or in any certificate delivered in connection with this Agreement or any other Credit Document is incorrect, false or otherwise misleading in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) at the time it was made or deemed made;

(c) Breach of Covenant. (i) Any breach by any Credit Party of any of the covenants in Section 5.2(d), Section 5.2(e), Section 5.3(a), or Article VI of this Agreement or the corresponding covenants in any Guaranty or (ii) any breach by any Credit Party of any other covenant contained in this Agreement or any other Credit Document and such breach is not cured within 30 days after the earlier of the date notice thereof is given to the Company by any Lender Party or the date any officer of the Company or any other Credit Party obtained actual knowledge thereof;

(d) Guaranties. Any material provisions in the Guaranties shall at any time (before its expiration according to its terms) and for any reason cease to be in full force and effect and valid and binding on the Guarantors party thereto or shall be contested by any party thereto; any Guarantor shall deny it has any liability or obligation under such Guaranties; or any Guarantor shall cease to exist other than as expressly permitted by the terms of this Agreement;

(e) Security Documents. If the Security Agreement or any other Credit Document that purports to create a Lien, shall, for any reason, fail or cease to create a valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority Lien on the Collateral covered thereby, except (a) as a result of a disposition of the applicable Collateral in a transaction permitted under this Agreement, or (b) with respect to Collateral the aggregate value of which, for all such Collateral, does not exceed at any time, $1,000,000;

(f) Cross-Default. (i) Any Credit Party shall fail to pay any principal of or premium or interest on its Debt which is outstanding in a principal amount of at least $10,000,000.00 individually or when aggregated with all such Debt of the Credit Parties so in default (but excluding Debt outstanding under this Agreement) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Debt which is outstanding in a principal amount of at least $10,000,000.00 individually or when aggregated with all such Debt of the Credit Parties so in default (other than Debt outstanding under this Agreement), and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt prior to the stated maturity thereof; or (iii) any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment); provided that, for purposes of this subsection 7.1(f), the “principal amount” of the obligations in respect of any Hedging Arrangements at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Hedging Arrangements were terminated at such time;

(g) Bankruptcy and Insolvency. (i) Any Credit Party or any Subsidiary shall terminate its existence or dissolve or (ii) any Credit Party or any Subsidiary (A) admits in writing its inability to pay its debts generally as they become due; makes an assignment for the benefit of its creditors; consents to or acquiesces in the appointment of a receiver, liquidator, fiscal agent, or trustee of itself or any of its Property; files a petition under any Debtor Relief Law; or consents to any reorganization, arrangement, workout, liquidation, dissolution, or similar relief under any Debtor Relief Law or (B) shall have had, without its consent, any court enter an order appointing a receiver, liquidator, fiscal agent, or trustee of

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itself or any of its Property; any petition filed against it seeking reorganization, arrangement, workout, liquidation, dissolution or similar relief under any Debtor Relief Law and such petition shall not be dismissed, stayed, or set aside for an aggregate of 60 days, whether or not consecutive;

(h) Adverse Judgment. The Company or any Subsidiary suffers final judgments against any of them since the date of this Agreement in an aggregate amount, less any insurance proceeds covering such judgments which are received or as to which the insurance carriers admit liability, greater than $5,000,000.00 and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgments or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgments, by reason of a pending appeal or otherwise, shall not be in effect;

(i) Termination Events. Any Termination Event with respect to a Plan shall have occurred, and, 30 days after notice thereof shall have been given to the Company by the US Administrative Agent, such Termination Event shall not have been corrected and shall have created and caused to be continuing a material risk of Plan termination or liability for withdrawal from the Plan as a “substantial employer” (as defined in Section 4001(a)(2) of ERISA), which termination could reasonably be expect to result in a liability of, or liability for withdrawal could reasonably be expected to be, greater than $10,000,000.00;

(j) Plan Withdrawals. The Company or any member of the Controlled Group as employer under a Multiemployer Plan shall have made a complete or partial withdrawal from such Multiemployer Plan and such withdrawing employer shall have incurred a withdrawal liability in an annual amount exceeding $10,000,000.00; or

(k) Change in Control. The occurrence of a Change in Control.

Section 7.2 Optional Acceleration of Maturity. If any Event of Default (other than an Event of Default pursuant to Section 7.1(g) shall have occurred and be continuing, then, and in any such event,

(a) the Applicable Administrative Agent (i) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrowers, declare that the obligation of each Lender, each Swingline Lender and each Issuing Lender to make (or cause to be made) Credit Extensions shall be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrowers, declare all outstanding Advances, all interest thereon, and all other amounts payable under this Agreement to be forthwith due and payable, whereupon such Advances, all such interest, and all such amounts shall become and be forthwith due and payable in full, without presentment, demand, protest or further notice of any kind (including, without limitation, any notice of intent to accelerate or notice of acceleration), all of which are hereby expressly waived by each Borrower,

(b) the US Borrower shall, on demand of the US Administrative Agent at the request or with the consent of the US Majority Lenders, provide Collateralization to the US Administrative Agent as security for the Obligations to the extent the US Letter of Credit Obligations are not otherwise paid or cash collateralized at such time,

(c) the Canadian Borrower shall, on demand of the Canadian Administrative Agent at the request or with the consent of the Canadian Majority Lenders, provide Collateralization to the Canadian Administrative Agent as security for the Obligations to the extent the Canadian Letter of Credit Obligations are not otherwise paid or cash collateralized at such time, and

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(d) the Applicable Administrative Agent shall at the request of, or may with the consent of, the Majority Lenders proceed to enforce its rights and remedies under the Security Documents, the Guaranties, or any other Credit Document by appropriate proceedings.

Section 7.3 Automatic Acceleration of Maturity. If any Event of Default pursuant to Section 7.1(g) shall occur,

(a) obligation of each Lender, each Swingline Lender and each Issuing Lender to make (or cause to be made) Credit Extensions shall immediately and automatically be terminated and all Advances, all interest on the Advances, and all other amounts payable under this Agreement shall immediately and automatically become and be due and payable in full, without presentment, demand, protest or any notice of any kind (including, without limitation, any notice of intent to accelerate or notice of acceleration), all of which are hereby expressly waived by the Borrowers,

Section 7.4 Set-off. If an Event of Default shall have occurred and be continuing, each Administrative Agent, each Lender, each Issuing Lender, each Underlying Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Administrative Agent, such Lender, such Issuing Lender, such Underlying Issuer or any such Affiliate to or for the credit or the account of the applicable Borrower against any and all of the obligations of such Borrower now or hereafter existing under this Agreement or any other Credit Document to such Administrative Agent, such Lender, such Underlying Issuer or such Issuing Lender, irrespective of whether or not such Administrative Agent, such Lender, such Underlying Issuer or such Issuing Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of such Borrower may be contingent or unmatured or are owed to a branch or office of such Administrative Agent, such Lender, such Underlying Issuer or such Issuing Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Administrative Agent, each Lender, each Issuing Lender, each Underlying Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Administrative Agent, such Lender, such Issuing Lender, such Underlying Issuer or their respective Affiliates may have. Each Lender and each Issuing Lender agrees to notify the Applicable Borrower and the Applicable Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

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Section 7.5 Remedies Cumulative, No Waiver. No right, power, or remedy conferred to any Lender, Administrative Agent, Underlying Issuer or Issuing Lender in this Agreement or the Credit Documents, or now or hereafter existing at law, in equity, by statute, or otherwise shall be exclusive, and each such right, power, or remedy shall to the full extent permitted by law be cumulative and in addition to every other such right, power or remedy. No course of dealing and no delay in exercising any right, power, or remedy conferred to any Lender, Administrative Agent, Underlying Issuer or Issuing Lender in this Agreement and the Credit Documents or now or hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver of or otherwise prejudice any such right, power, or remedy. Any Lender, Administrative Agent, or Issuing Lender may cure any Event of Default without waiving the Event of Default. No notice to or demand upon the Borrowers shall entitle the Borrowers to similar notices or demands in the future.

Section 7.6 Application of Payments.

(a) Prior to Event of Default. Prior to an Event of Default, all payments made hereunder shall be applied as directed by the applicable Borrower, but such payments are subject to the terms of this Agreement, including the application of prepayments according to Section 2.7.

(b) After Event of Default (US Collateral). If an Event of Default has occurred and is continuing, any amounts received or collected from, or on account of assets held by, any Credit Party (other than a Foreign Credit Party) shall be applied to the Obligations by the Administrative Agents in the following order and manner:

(i) First, to payment of that portion of such Obligations constituting fees, indemnities, expenses, and other amounts (including fees, charges, and disbursements of counsel to any Administrative Agent and amounts payable under Sections 2.12, 2.13, and 2.15) payable by any Credit Party to any Administrative Agent in its capacity as such;

(ii) Second, to payment of that portion of such Obligations constituting accrued and unpaid interest, allocated ratably among the Lender Parties in proportion to the Dollar Equivalent of the amounts described in this clause Second payable to them;

(iii) Third, to payment of that portion of such Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable by any Credit Party to the Secured Parties (including fees, charges and disbursements of counsel to the respective Secured Parties and amounts payable under Article II), ratably among such Secured Parties in proportion to the Dollar Equivalent of the amounts described in this clause Third payable to them;

(iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations payable by any Credit Party allocated ratably among the Lender Parties in proportion to the Dollar Equivalent of the respective amounts described in this clause Fourth held by them;

(v) Fifth, to the payment of any then due and owing principal and other amounts constituting part of the Obligations owing by any Credit Party with respect to Hedging Arrangements entered into with a Swap Counterparty and applied pro rata to such Swap Counterparties;

(vi) Sixth, to the Applicable Administrative Agent for the account of the Applicable Issuing Lender, ratably between the two Facilities, to cash collateralize that portion of the Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit;

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(vii) Seventh, to the remaining Obligations owed by any Credit Party including all Obligations for which the Company is liable as a Guarantor, allocated among such remaining Obligations as determined by the Administrative Agents and the Majority Lenders and applied to such Obligations in the order specified in this clause (b); and

(viii) Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to applicable Borrower or as otherwise required by any Legal Requirement.

Subject to Section 2.3(i), amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

(c) After Event of Default (Canadian Collateral). If an Event of Default has occurred and is continuing,, any amounts received or collected from, or on account of assets held by, any Foreign Credit Party shall be applied to the Obligations by the Administrative Agents in the following order and manner:

(i) First, to payment of that portion of such Obligations constituting fees, indemnities, expenses, and other amounts (including fees, charges, and disbursements of counsel to any Administrative Agent and amounts payable under Sections 2.11, 2.13, and 2.15) payable by any Foreign Credit Party to any Administrative Agent in its capacity as such;

(ii) Second, to payment of that portion of such Obligations constituting accrued and unpaid interest, allocated ratably among the Canadian Lender Parties in proportion to the Canadian Dollar Equivalent of the respective amounts described in this clause Second payable to them;

(iii) Third, to payment of that portion of such Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable by any Foreign Credit Party to the Canadian Secured Parties (including fees, charges and disbursements of counsel to the respective Canadian Secured Parties and amounts payable under Article II), ratably among such Canadian Secured Parties in proportion to the Canadian Dollar Equivalent of the amounts described in this clause Third payable to them;

(iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Obligations payable by any Foreign Credit Party allocated ratably among the Canadian Lender Parties in proportion to the Canadian Dollar Equivalent of the respective amounts described in this clause Fourth held by them;

(v) Fifth, to the payment of any then due and owing principal and other amounts constituting part of the Obligations owing by any Foreign Credit Party with respect to Hedging Arrangements entered into with a Swap Counterparty and applied pro rata to such Swap Counterparties;

(vi) Sixth, to the Canadian Administrative Agent for the account of the Canadian Issuing Lender to cash collateralize that portion of the Canadian Letter of Credit Obligations comprised of the aggregate undrawn amount of Canadian Letters of Credit;

(vii) Seventh, to the remaining Obligations owed by any Foreign Credit Party allocated among such remaining Obligations as determined by the Canadian Administrative Agent and the Canadian Majority Lenders and applied to such Obligations in the order specified in this clause (c); and

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(viii) Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Canadian Borrower or as otherwise required by any Legal Requirement.

Subject to Section 2.3(i), amounts used to cash collateralize the aggregate undrawn amount of Canadian Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such Canadian Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Canadian Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Section 7.7 Currency Conversion After Maturity. Notwithstanding any other provision in this Agreement, on the date that there has been an acceleration of the maturity of the Obligations or a termination of the obligations of the Lenders to make Credit Extensions hereunder as a result of any Event of Default, (i) the Commitments shall automatically and without further act be terminated; (ii) all Advances and all other Obligations under the US Facility denominated in any Foreign Currency (including C$) shall be converted into, and all such amounts due thereunder shall accrue and be payable in, Dollars at the Exchange Rate on such date; (iii) all Advances and all other Obligations under the Canadian Facility denominated in Dollars shall be converted into, and all such amounts due thereunder shall accrue and be payable in, Canadian Dollars at the Exchange Rate on such date; and (iv) on and after such date the interest rate applicable to all such Obligations shall be the default rate applicable to overdue Base Rate Advances hereunder. From and after such date, all Advances under the US Facility shall be denominated only in, and all fees due under this Agreement under the US Facility shall be payable in, Dollars and all Advances under the Canadian Facility shall be denominated only in, and all fees due under this Agreement under the Canadian Facility shall be payable in, Canadian Dollars.

Section 7.8 Effect of Maturity. On the Maturity Date, all commitments of the Secured Parties to provide additional credit hereunder shall automatically be terminated and all Obligations (including contingent reimbursement obligations of the Credit Parties with respect to outstanding Letters of Credit and including all Obligations owing in respect of Hedging Arrangements with Swap Counterparties) immediately shall become due and payable without notice or demand (and, as a part of such Obligations becoming due and payable, Borrowers shall immediately and automatically be obligated to provide Collateralization). No termination of the obligations of the Secured Parties (other than payment in full of the Obligations and termination of the Commitments) shall relieve or discharge any Credit Party of its duties, Obligations, or covenants hereunder or under any other Credit Document and Administrative Agents’ respective Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations (other than expense reimbursement and indemnity obligations which survive but are not due and payable) have been paid in full and the Commitments have been terminated.

ARTICLE VIII
THE ADMINISTRATIVE AGENTS AND ISSUING LENDERS

Section 8.1 Appointment and Authority. Each Lender and each Issuing Lender hereby (a) irrevocably appoints WFF to act on its behalf as the US Administrative Agent hereunder and under the other Credit Documents and HSBC to act on its behalf as the Canadian Administrative Agent hereunder and under the other Credit Documents, and (b) authorizes such Administrative Agents to take such actions on its behalf and to exercise such powers as are delegated to such Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article VIII are solely for the benefit of the Lender Parties, and neither the Company nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions.

Section 8.2 Rights as a Lender. The Person serving as the US Administrative Agent or Canadian Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any

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other Lender and may exercise the same as though it were not the US Administrative Agent or Canadian Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the US Administrative Agent or Canadian Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if such Person were not the US Administrative Agent or the Canadian Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Section 8.3 Exculpatory Provisions. Neither Administrative Agent shall have any duties or obligations except those expressly set forth herein and in the other Credit Documents. Without limiting the generality of the foregoing, neither Administrative Agent:

(a) shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the such Administrative Agent is required to exercise as directed in writing by the US Majority Lenders or Canadian Majority Lenders, as applicable (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Documents), provided that neither Administrative Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Administrative Agent to liability or that is contrary to any Credit Document or applicable law; and

(c) shall, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Company, any Credit Party or any of its Affiliates that is communicated to or obtained by the Person serving as the US Administrative Agent or Canadian Administrative Agent or any of its Affiliates in any capacity.

Neither Administrative Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the US Majority Lenders or Canadian Majority Lenders, as applicable (or such other number or percentage of the Lenders as shall be necessary, or as such Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 9.2 and 7.1) or (ii) in the absence of its own gross negligence or willful misconduct. Each Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to such Administrative Agent by the Company, a Lender or an Issuing Lender.

Neither Administrative Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Credit Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Administrative Agent.

Section 8.4 Reliance by Administrative Agent. Each Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise

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authenticated by the proper Person. Each Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Credit Extension that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, each Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Lender unless such Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making of such Credit Extension. Each Administrative Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 8.5 Delegation of Duties. Each Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through any one or more sub-agents appointed by such Administrative Agent. Each Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of each Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Section 8.6 Resignation of Administrative Agent, Swingline Lender or Issuing Lender. Each Administrative Agent, each Swingline Lender and each Issuing Lender may at any time give notice of its resignation to the other Lender Parties and the Borrowers. Upon receipt of any such notice of resignation, (a) the US Majority Lenders shall have the right, in consultation with the US Borrower, to appoint a successor US Administrative Agent, US Issuing Lender and US Swingline Lender which need not all be one Person but which, in each case, shall be a bank with an office in Houston, Texas or an Affiliate of any such bank with an office in Houston, Texas, and (b) the Canadian Majority Lenders shall have the right, in consultation with the Canadian Borrower, to appoint a successor Canadian Administrative Agent, Canadian Issuing Lender, and Canadian Swingline Lender which need not all be one Person but which, in each case, shall be a bank who is a Canadian Resident Lender with an office in Calgary, Alberta Canada, or an Affiliate of any such bank with an office in Calgary, Alberta Canada. If no such successor shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Issuing Lender gives notice of its resignation, then the retiring Administrative Agent or Issuing Lender, as applicable, may on behalf of the Lenders and Issuing Lenders, appoint a successor agent or issuing lender meeting the qualifications set forth above provided that if the retiring Administrative Agent or Issuing Lender shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent or Issuing Lender, as applicable, shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that (y) in the case of any collateral security held by such Administrative Agent on behalf of the Lenders or an Issuing Lender under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and (z) the retiring Issuing Lender shall remain the Issuing Lender with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting the Issuing Lender with respect to such Letters of Credit shall inure to the benefit of the retiring Issuing Lender until the termination of all such Letters of Credit.), and (2) all payments, communications and determinations provided to be made by, to or through the retiring Administrative Agent or Issuing Lender, as applicable, shall instead be made by or to each applicable class of Lenders, until such time as the applicable Majority Lenders appoint a successor Administrative Agent or Issuing Lender as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Issuing Lender hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges

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and duties of the retiring (or retired) Administrative Agent or Issuing Lender, as applicable, and the retiring Administrative Agent or Issuing Lender, as applicable, shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers to a successor Administrative Agent or Issuing Lender, as applicable shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s or Issuing Lender’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Sections 9.1(b), (c), and (d) and Section 2.3(h) shall continue in effect for the benefit of such retiring Administrative Agent and Issuing Lender, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or Issuing Lender, as applicable, was acting as US Administrative Agent, Canadian Administrative Agent, US Issuing Lender or Canadian Issuing Lender.

Section 8.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender Party acknowledges that it has, independently and without reliance upon any Administrative Agent or any other Lender Party or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender Party also acknowledges that it will, independently and without reliance upon any Administrative Agent or any other Lender Party or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.

Section 8.8 No Other Duties, etc. Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers, Syndication Agents and Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as the US Administrative Agent, Canadian Administrative Agent, a Lender or an Issuing Lender hereunder.

Section 8.9 Collateral Matters.

(a) Each Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from any Secured Party, from time to time, to take any actions with respect to any Collateral or Security Documents which may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the Collateral granted to such Administrative Agent pursuant to the Security Documents. Each Administrative Agent is further authorized on behalf of the Secured Parties, without the necessity of any notice to or further consent from the Secured Parties, from time to time, to take any action (other than enforcement actions requiring the consent of, or request by, the Majority Lenders as set forth in Section 7.2(c) or Section 7.3(c) above) in exigent circumstances as may be reasonably necessary to preserve any rights or privileges of the Secured Parties under the Credit Documents or applicable law.

(b) The Secured Parties irrevocably authorize each Administrative Agent to release any Lien granted to or held by such Administrative Agent upon any Collateral: (i) upon termination of the Commitments, termination or expiration of all Letters of Credit, and payment in full of all Total Outstandings and all other Obligations payable under this Agreement and under any other Credit Document; (ii) constituting Property sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement or the other Credit Documents; (iii) constituting Property in which the Company or any Subsidiary owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting Property leased to the Company or any Subsidiary under a lease which has expired or has been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not

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intended by the Company or such Subsidiary to be, renewed or extended; or (v) if approved, authorized or ratified in writing by the applicable Majority Lenders or all the Lenders, as the case may be, as required by Section 9.2. Upon the request of an Administrative Agent at any time, the Secured Parties will confirm in writing such Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 8.9.

Section 8.10 Marshaling Rights of Lender Parties; Allocation of Losses. Notwithstanding anything herein or in any other Credit Document to the contrary, the Canadian Secured Parties, by receipt of the benefits of the US Collateral, hereby acknowledge the marshaling rights of the US Administrative Agent and US Lenders. The Canadian Administrative Agent is hereby authorized on behalf of the Canadian Lenders for the Canadian Lenders and its Affiliates that are Swap Counterparties to, and the US Administrative Agent is hereby authorized on behalf of the US Lenders for the US Lenders and its Affiliates that are Swap Counterparties to, enter into an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agents addressing certain allocation of losses among the Secured Parties, as more particularly provided therein. A copy of such intercreditor agreement will be made available to each Secured Party on the Effective Date and thereafter upon request. Each Secured Party acknowledges and agrees to the terms of such intercreditor agreement and agrees that the terms thereof shall be binding on such Secured Party and its successors and assigns, as if it were a party thereto.

Section 8.11 Agency for Perfection. Each Administrative Agent hereby appoints each other Lender (and each Swap Counterparty) as its agent (and by its acceptance of the benefits of the Credit Documents, each Lender and each Swap Counterparty shall be deemed to accept such appointment) for the purpose of perfecting the Liens granted to such Administrative Agent in assets which, in accordance with Article 8 or Article 9, as applicable, of the UCC can be perfected by possession or control. Should any Lender or any Swap Counterparty obtain possession or control of any such Collateral, such Lender or Swap Counterparty shall notify the Applicable Administrative Agent thereof, and, promptly upon Applicable Administrative Agent’s request therefor shall deliver possession or control of such Collateral to Applicable Administrative Agent or in accordance with Applicable Administrative Agent’s instructions or otherwise take such actions as the Applicable Administrative Agent shall request to evidence and perfect such Administrative Agent’s Lien on such Collateral.

Section 8.12 Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information. With respect to each field audit or examination report respecting the Company or its Subsidiaries (each a “Report” and collectively, “Reports”) prepared by or at the request of the Applicable Administrative Agent, each Lender (a) agrees and acknowledges that the neither Administrative Agent makes any representation or warranty as to the accuracy of any Report, and neither Administrative Agent shall be liable for any information contained in any Report, (b) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that neither Administrative Agent nor other party performing any audit or examination will inspect only specific information regarding the Company and its Subsidiaries and will rely significantly upon the Company’s and its Subsidiaries’ books and records, as well as on representations of Company’s personnel, and (c) agrees to keep all Reports and other material, non-public information regarding the Company and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 9.8.

ARTICLE IX
MISCELLANEOUS

Section 9.1 Expenses; Indemnity; Damage Waiver.

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(a) Costs and Expenses. Each Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by any Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for such Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all Lender Group Expenses.

(b) Indemnification by the Borrowers. Each Borrower shall, and does hereby indemnify, each Administrative Agent (and any sub-agent thereof), each Lender, each Underlying Issuer, each Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of any Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Credit Documents, (ii) any Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Lender or Underlying Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any other Credit Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company or any other Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Company or such other Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) Reimbursement by Lenders. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the any Administrative Agent (or any sub-agent thereof), any Issuing Lender, any Underlying Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to such Administrative Agent (or any such sub-agent), such Issuing Lender, such Underlying Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Administrative Agent (or any such sub-agent) or such Issuing Lender or Underlying Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for such

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Administrative Agent (or any such sub-agent) or such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.6(e).

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby except where the same are a result of such Indemnitee’s gross negligence or willful misconduct.

(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after written demand therefor.

(f) Survival. The agreements in this Section shall survive the resignation of any Administrative Agent and any Issuing Lender, the replacement of any Lender, the termination of the Commitments, termination or expiration of all Letters of Credit, and the repayment, satisfaction or discharge of all the other Obligations.

Section 9.2 Waivers and Amendments. No amendment or waiver of any provision of this Agreement, the Notes, or any other Credit Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the applicable Majority Lenders and the Applicable Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:

(a) no amendment, waiver, or consent shall, unless in writing and signed by all the US Lenders and the US Borrower, do any of the following: (i) reduce the principal of, or interest on, the US Advances, (ii) postpone or extend any date fixed for any payment of principal of, or interest on, the US Advances, including the Maturity Date, or (iii) change the number of US Lenders which shall be required for the US Lenders to take any action hereunder or under any other Credit Document;

(b) no amendment, waiver, or consent shall, unless in writing and signed by all the Canadian Lenders and the Canadian Borrower, do any of the following: (i) reduce the principal of, or interest on, the Canadian Advances, (ii) postpone or extend any date fixed for any payment of principal of, or interest on, the Canadian Advances, including the Maturity Date, or (iii) change the number of Canadian Lenders which shall be required for the Canadian Lenders to take any action hereunder or under any other Credit Document;

(c) no amendment, waiver, or consent shall, unless in writing and signed by all the Lenders and both Borrowers, do any of the following: (i) waive any of the conditions specified in Article III, (ii) reduce any fees or other amounts payable hereunder or under any other Credit Document (other than those specifically addressed above in this Section 9.2), (iii) increase the aggregate Commitments other than as provided in Section 2.1(f) above, (iv) postpone or extend any date fixed for any payment of any fees or other amounts payable hereunder (other than those otherwise specifically addressed in this Section 9.2), (v) amend Section 2.6(e), Section 7.6, this Section 9.2 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, (vi) release any

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Guarantor from its obligation under any Guaranty or, except as specifically provided in the Credit Documents, release all or a material portion of the Collateral; or (vii) amend the definitions of “Majority Lenders”, “US Majority Lenders”, “Canadian Majority Lenders”, or “Maximum Exposure Amount”;

(d) no Commitment of a Lender or any obligations of a Lender may be increased without such Lender’s written consent;

(e) no amendment, waiver, or consent shall, unless in writing and signed by the applicable Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Administrative Agent under this Agreement or any other Credit Document;

(f) no amendment, waiver or consent shall, unless in writing and signed by the applicable Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; and

(g) no amendment, waiver or consent shall, unless in writing and signed by the Applicable Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Swingline Lender under this Agreement or any other Credit Document.

Section 9.3 Severability. In case one or more provisions of this Agreement or the other Credit Documents shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality, and enforceability of the remaining provisions contained herein or therein shall not be affected or impaired thereby.

Section 9.4 Survival of Representations and Obligations. All representations and warranties contained in this Agreement or made in writing by or on behalf of any Borrower in connection herewith shall survive the execution and delivery of this Agreement and the other Credit Documents, the making Credit Extensions and any investigation made by or on behalf of the Lenders, none of which investigations shall diminish any Lender’s right to rely on such representations and warranties. All obligations of any Borrower provided for in Sections 2.12, 2.13, 2.15(b), and 9.1(a), (b) and (d) and all of the obligations of the Lenders in Section 9.1(c) shall survive any termination of this Agreement, repayment in full of the Obligations, and termination or expiration of all Letters of Credit.

Section 9.5 Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender Party and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (a) to an Eligible Assignee in accordance with the provisions of Section 9.6(a), (b) by way of participation in accordance with the provisions of Section 9.6(d) or (c) by way of pledge or assignment of a security interest subject to the restrictions of Section 9.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 9.6(c) and, to the extent expressly contemplated hereby, the Related Parties of each Administrative Agent and each Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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Section 9.6 Lender Assignments and Participations.

(a) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Advances at the time owing to it); provided that

(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s applicable Commitment and the Advances under such Commitment at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Applicable Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $3,000,000 in the case of any assignment in respect the Facilities, unless the Applicable Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the applicable Class of Advances or the applicable Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis;

(iii) any assignment of a Commitment must be approved by the Applicable Administrative Agent and the Applicable Issuing Lender (other than Underlying Issuers) unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee);

(iv) the parties to each assignment shall execute and deliver to the Applicable Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $2,000 (it being understood that only one such processing fee is payable for the series of concurrent assignments to members of an Assignee Group or the series of concurrent assignments from members of an Assignee Group to a single Eligible Assignee or to an Eligible Assignee and members of its Assignee Group) and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Applicable Administrative Agent an Administrative Questionnaire; and

(v) copies of any Assignment and Assumption received by the Canadian Administrative Agent shall be promptly forwarded to the US Administrative Agent.

Subject to acceptance and recording thereof by the Applicable Administrative Agent pursuant to paragraph (b) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this

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Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15(b), 9.1(a), 9.1(b), 9.1(c), and 9.1(d) with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(b) Register. The US Administrative Agent, acting solely for this purpose as an agent of the US Borrower, shall maintain at one of its offices in Denver, Colorado or Houston, Texas a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the US Lenders and the US Commitments of, and principal amounts of the US Advances owing to, each US Lender pursuant to the terms hereof from time to time (the “US Register”). The Canadian Administrative Agent, acting solely for this purpose as an agent of the Canadian Borrower, shall maintain at one of its offices in Calgary, Alberta Canada a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Canadian Lenders, and the Canadian Commitments of, and principal amounts of the Canadian Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Canadian Register”; together with the US Register, the “Registers”). The entries in the applicable Register shall be conclusive absent manifest error, and the Borrowers and the Lender Parties may treat each Person whose name is recorded in the applicable Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.

(c) Participations. Any Lender may at any time, without the consent of, or notice to, any Borrower or any Administrative Agent, sell participations to any Person (other than a natural person or the Company or any of the Company’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitments and/or the Advances owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers and the Lender Parties shall continue to deal solely and directly with such Lender Party in connection with such Lender Party’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clauses (a), (b), (c) or (d) of this Section 9.6 (that adversely affects such Participant). Subject to paragraph (d) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of, and subject to the requirements of, Sections 2.12, 2.13 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 7.4 as though it were a Lender, provided such Participant agrees to be subject to Section 2.14(f) as though it were a Lender.

(d) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Applicable Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.15 unless the Applicable Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of such Borrower, to comply with Section 2.15(d), in which case Section 2.15 shall be applied as if such

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Participant had become a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section; provided that, in no event shall such Participant be entitled to receive any greater payment under Section 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant.

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 9.7 Notices, Etc.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows: (i) if to the US Borrower, the Canadian Borrower, or any other Credit Party, at the applicable address (or telecopier numbers) set forth on Schedule III; (ii) if to the US Administrative Agent, Canadian Administrative Agent, US Issuing Lender or Canadian Issuing Lender, at the applicable address (or telecopier numbers) set forth on Schedule III; and (iii) if to a Lender, to it at its address (or telecopier number) set forth in its Administrative Questionnaire. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b) Electronic Communications.

(i) The Borrowers and the Lenders agree that the Administrative Agents may make any material delivered by any Borrower to any Administrative Agent, as well as any amendments, waivers, consents, and other written information, documents, instruments and other materials relating to the Company, any of its Subsidiaries, or any other materials or matters relating to this Agreement, the Notes or any of the transactions contemplated hereby (collectively, the “Communications”) available to the Lenders by posting such notices on an electronic delivery system (which may be provided by any Administrative Agent, an Affiliate of an Administrative Agent, or any Person that is not an Affiliate of an Administrative Agent), such as IntraLinks, or a substantially similar electronic system (the “Platform”). The Borrowers acknowledge that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) none of the Administrative Agents nor any of their respective Affiliates warrants the accuracy, completeness, timeliness, sufficiency, or sequencing of the Communications posted on the Platform. The Administrative Agents and their respective Affiliates expressly disclaim with respect to the Platform any liability for errors in transmission, incorrect or incomplete downloading, delays in posting or delivery, or problems accessing the Communications posted on the Platform and any liability for any losses, costs, expenses or liabilities that may be suffered or incurred in connection with the Platform. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by either Administrative Agent or any of their respective Affiliates in connection with the Platform.

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(ii) Each Lender agrees that notice to it (as provided in the next sentence) (a “Notice”) specifying that any Communication has been posted to the Platform shall for purposes of this Agreement constitute effective delivery to such Lender of such information, documents or other materials comprising such Communication. Each Lender agrees (i) to notify, on or before the date such Lender becomes a party to this Agreement, the Applicable Administrative Agent in writing of such Lender’s e-mail address to which a Notice may be sent (and from time to time thereafter to ensure that such Administrative Agent has on record an effective e-mail address for such Lender) and (ii) that any Notice may be sent to such e-mail address.

(c) Change of Address, Etc. Any party hereto may change its address or telecopier number for notices and other communications hereunder by notice to the other parties hereto.

Section 9.8 Confidentiality. Each Administrative Agent, each Lender and each Issuing Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company and its obligations, (g) with the consent of the Company or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to any Lender Party or any of their respective Affiliates on a nonconfidential basis from a source other than a Credit Party. For purposes of this Section, “Information” means all information received from the Company or any of its Subsidiaries relating to the Company or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to Lender Party on a nonconfidential basis prior to disclosure by the Company or any of its Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 9.9 Business Loans. Each Borrower warrants and represents that the Obligations are and shall be for business, commercial, investment or other similar purposes and not primarily for personal, family, household or agricultural use, as such terms are used in Chapter One (“Chapter One”) of the Texas Credit Code. At all such times, if any, as Chapter One shall establish a Maximum Rate, the Maximum Rate shall be the “indicated rate ceiling” (as such term is defined in Chapter One) from time to time in effect.

Section 9.10 Usury Not Intended. It is the intent of each Borrower and each Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Lender including such applicable laws of the State of Texas, the United States from time to time in effect, and any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement. In furtherance thereof, the Lenders and the Borrowers stipulate and

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agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes of this Agreement and all other Credit Documents, “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement or any other Credit Document; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Lender receiving same shall credit the same on the principal of its Advances owing to such Lender (or if all such Advances shall have been paid in full, refund said excess to the Applicable Borrower). In the event that the maturity of the Advances are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Advances (or, if the applicable Advances shall have been paid in full, refunded to the applicable Borrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrowers and the Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Advances all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Advances. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Section 9.11 Usury Recapture. In the event the rate of interest chargeable under this Agreement or any other Credit Document at any time is greater than the Maximum Rate, the unpaid principal amount of the Advances shall bear interest at the Maximum Rate until the total amount of interest paid or accrued on the Advances equals the amount of interest which would have been paid or accrued on the Advances if the stated rates of interest set forth in this Agreement or applicable Credit Document had at all times been in effect. In the event, upon payment in full of the Advances, the total amount of interest paid or accrued under the terms of this Agreement and the Advances is less than the total amount of interest which would have been paid or accrued if the rates of interest set forth in this Agreement or such Credit Document had, at all times, been in effect, then the applicable Borrower shall, to the extent permitted by applicable law, pay the Applicable Administrative Agent for the account of the applicable Lender Party an amount equal to the difference between (i) the lesser of (A) the amount of interest which would have been charged on Advances owed to it if the Maximum Rate had, at all times, been in effect and (B) the amount of interest which would have accrued on such Advances if the rates of interest set forth in this Agreement had at all times been in effect and (ii) the amount of interest actually paid under this Agreement or any Credit Document on Advances owed to it. In the event the any Lender Party ever receive, collect or apply as interest any sum in excess of the Maximum Rate, such excess amount shall, to the extent permitted by law, be applied to the reduction of the principal balance of the Advances, and if no such principal is then outstanding, such excess or part thereof remaining shall be paid to the applicable Borrower.

Section 9.12 Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with usual and customary banking procedures the US Administrative Agent could purchase the specified currency with such other currency at any of the US Administrative Agent’s offices in the United States of America on the Business Day preceding that on which final judgment is given. The obligations of the Borrowers in respect of any sum due to any Lender Party hereunder shall, notwithstanding any judgment in a

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currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, such Issuing Lender, such Underlying Issuer or such Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, such Issuing Lender such Underlying Issuer or such Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender, such Issuing Lender, such Underlying Issuer or such Administrative Agent, as the case may be, in the specified currency, the applicable Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, such Issuing Lender, such Underlying Issuer or such Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender, such Issuing Lender, such Underlying Issuer or such Administrative Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.14, each Lender, Issuing Lender, each Underlying Issuer or each Administrative Agent, as the case may be, agrees to promptly remit such excess to the Applicable Borrower.

Section 9.13 Payments Set Aside. To the extent that any payment by or on behalf of any Borrower is made to any Lender Party, or any Lender Party exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Lender Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each Issuing Lender severally agrees to pay to the Applicable Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Applicable Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and the Issuing Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

Section 9.14 Governing Law; Submission to Jurisdiction.

(a) Governing Law. This Agreement, the Notes and the other Credit Documents (unless otherwise expressly provided therein) shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas. Without limiting the intent of the parties set forth above, (a) Chapter 346 of the Texas Finance Code, as amended (relating to revolving loans and revolving tri-party accounts (formerly Tex. Rev. Civ. Stat. Xxx. Art. 0000, Xx. 15)), shall not apply to this Agreement, the Notes, or the transactions contemplated hereby and (b) to the extent that any Lender may be subject to Texas law limiting the amount of interest payable for its account, such Lender shall utilize the indicated (weekly) rate ceiling from time to time in effect.

(b) Submission to Jurisdiction. Each Borrower irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Federal or Texas state court sitting in Xxxxxx County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Texas State court or, to the fullest extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on

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the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Credit Document shall affect any right that any Lender Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against any Credit Party or its properties in the courts of any jurisdiction.

(c) Waiver of Venue. Each Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.7. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Section 9.15 Execution and Effectiveness.

(a) Execution in Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Credit Documents, and any separate letter agreements with respect to fees payable to the Administrative Agents, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when it shall have been executed by the Administrative Agents and when the US Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

(b) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or any state laws based on the Uniform Electronic Transactions Act.

Section 9.16 Waiver of Jury. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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Section 9.17 USA PATRIOT ACT Notice. Each Lender that is subject to the Act (as hereinafter defined) and each Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of each Borrower and other information that will allow such Lender or such Administrative Agent, as applicable, to identify such Borrower in accordance with the Act.

Section 9.18 Termination for Departing Lenders. Notice of termination given on the Effective Date to any Lender (as defined in the Restated Agreement) which is not also a Lender under this Agreement (“Departing Lender”) shall constitute effective termination of the Restated Agreement with respect to such Departing Lender and upon payment in full of all outstanding Advances, interest and fees under the Restated Agreement owing to such Departing Lender by the Applicable Borrower, the Applicable Borrower shall be released of any obligations to such Departing Lender under the Restated Agreement other than reimbursement and indemnity obligations which by the terms of the Restated Agreement survive.

Section 9.19 Third Party Secured Parties.

(a) Each Swap Counterparty that are owed Obligations which are secured by any Lien granted pursuant to a Security Document shall be deemed a third party beneficiary hereof and of the provisions of the other Credit Documents solely for purposes of any reference in a Credit Document to the parties for whom the Applicable Administrative Agent is acting. Each Administrative Agent hereby agrees to act as agent for such Swap Counterparties and, by virtue of accepting of the benefits of the Credit Documents and the Liens granted thereby, each such Person shall be automatically deemed to have appointed each Administrative Agent as its agent; it being understood and agreed that the rights and benefits of each Swap Counterparty under the Credit Documents consist exclusively of such Swap Counterparty being a beneficiary of the Liens and security interests (and, if applicable, guarantees) granted to Administrative Agents and the right to share in payments and collections out of the Collateral as more fully set forth herein. In connection with any such distribution of payments and collections, each Administrative Agent shall be entitled to assume no amounts are owing to any Swap Counterparty unless such Swap Counterparty has provided written notification to the Applicable Administrative Agent of the amount that is owing to it and such notification is received by Applicable Administrative Agent a reasonable period of time prior to the making of such distribution.

(b) Each Swap Counterparty that is not a party hereto, by its acceptance of the benefits of the Credit Documents and the Liens granted thereby, shall be deemed to have agreed to the terms of this Section 9.19 and the terms of Article VIII above.

Section 9.20 Cure of Defaulting Lender. If the applicable Borrower, Administrative Agent, Issuing Lender and Swingline Lender agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, such Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Lender will, to the extent applicable, purchase such portion of outstanding Advances of the other Lenders and/or make such other adjustments as the Applicable Administrative Agent may determine to be necessary to cause the US Outstandings, Canadian Outstandings, and applicable Letter of Credit Exposure to be on a pro rata basis in accordance with their respective Commitments in the respective Facilities, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender; provided that no adjustments will be made retroactively with respect to interest accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to

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the extent otherwise expressly agreed by the affected parties, no cessation of any Lender being considered as a Defaulting Lender or Potential Defaulting Lender hereunder will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender.

PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, A LOAN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN THE LOAN AGREEMENT EXCEEDS $50,000.00 IN VALUE IS NOT ENFORCEABLE UNLESS THE LOAN AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE.

THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN LOAN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THE LOAN AGREEMENT. THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTERS SET FORTH HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Remainder of this page intentionally left blank. Signature pages follow.]

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SCHEDULE I

Designated Account and US Administrative Agent’s Account

1. Designated Account is the Account number 0000000000 of the Company maintained with the Company’s Designated Account Bank, or such other deposit account of the Company (located within the United States) that has been designed as such, in writing, by the Company to the US Administrative Agent.

“Designated Account Bank” means Xxxxx Fargo Bank, N.A. San Francisco, CA, ABA #000-000-000.

2. US Administrative Agent’s Account is an account at a bank designated by the US Administrative Agent from time to time as the account into which the US Borrower shall make all payments to US Administrative Agent for the benefit of the Lender Parties and into which the Lender Parties shall make all payments to US Administrative Agent under this Agreement and the other Credit Documents; unless and until US Administrative Agent notifies the US Borrower and the Lender Parties to the contrary, US Administrative Agent’s Account shall be that certain deposit account bearing account number 4121624316 and maintained by US Administrative Agent with Xxxxx Fargo Bank, N.A., San Francisco, CA, ABA #000-000-000, ref: Complete Production Services, Inc.

Schedule I
Page 1 of 1

SCHEDULE II

Commitments


Lenders	US Commitment		Canadian Commitment
Xxxxx Fargo Foothill, LLC	$	50,000,000	$	0
XXXX Xxxx Xxxxxx	$	0	$	15,000,000
Amegy Bank N.A.	$	37,500,000	$	0
Comerica Bank	$	31,250,000	$	0
UBS Loan Finance LLC	$	6,250,000	$	0
Credit Suisse, Cayman Islands Branch	$	3,125,000	$	0
Citibank, N.A.	$	18,750,000	$	0
Natixis	$	12,500,000	$	0
Bank of Texas, N.A.	$	9,375,000	$	0
JPMorgan Chase Bank, N.A.	$	31,250,000	$	0
Bank of America, N.A.	$	25,000,000	$	0

TOTAL:	$	225,000,000	$	15,000,000

Schedule II
Page 1 of 1

SCHEDULE III

Notice Information


US ADMINISTRATIVE AGENT AND US ISSUING LENDER
Xxxxx Fargo Foothill, LLC	Address:	0000 Xxxxxxxxx Xxxx, Xxxxx 0000
		Xxxxxxx, XX 00000
	Attn:	Portfolio Manager
	Facsimile:	000-000-0000

	with a copy to:

	Address:	Bracewell & Xxxxxxxx LLP
		000 Xxxxxxxxx, Xxxxx 0000
		Xxxxxxx, Xxxxx 00000
	Attn:	Xxxxxxxxx Song
	Facsimile:	(000) 000-0000

CANADIAN ADMINISTRATIVE AGENT AND CANADIAN ISSUING LENDER
HSBC Bank Canada	Address for Notices on Credit:
		000 — 0^xx Xxxxxx X.X.
		Xxxxxxx, Xxxxxxx
		X0X 0X0 Xxxxxx
	Attn:	Xxxxxxx Xxxxxx
		Account Manager
	Facsimile:	(000) 000-0000

	Address for Notices on Operations:
		000 - 0^xx Xxxxxx X.X.
		Xxxxxxx, Xxxxxxx
		X0X 0X0 Xxxxxx
	Attn:	Xxxx Xxxxxxxxxx
		Supervisor, Credit Services
	Facsimile:	(000) 000-0000

Credit Parties
US Borrower	Address:
US Subsidiary Guarantors		c/o Complete Production Services, Inc.
		00000 Xxx Xxxx Xxxx, Xxxxx 000
		Xxxxxxx, XX 00000
	Attn:	Chief Financial Officer
	Facsimile:	(000) 000-0000

	with a copy to:

	Address:	Xxxxxx & Xxxxxxx LLP
		000 Xxxxx Xxxxx Xxxxxx

Schedule III
Page 1 of 2


		Xxx Xxxxxxx, XX 00000-0000
	Attn:	Xxxx Xxxxxxx and Xxxx Xxxxxxx
	Facsimile:	(000) 000-0000

Canadian Borrower	Address:
Foreign Subsidiary Guarantors		c/o Integrated Production Services Ltd.
		Xxxxx 0000, 000-0^xx Xxxxxx X.X.
		Xxxxxxx, Xxxxxxx X0X 362
	Attn:	Chief Financial Officer
	Facsimile:	(000) 000-0000

	with a copy to:

	Address:	Xxxxxx & Xxxxxxx LLP
		000 Xxxxx Xxxxx Xxxxxx
		Xxx Xxxxxxx, XX 00000-0000
	Attn:	Xxxx Xxxxxxx and Xxxx Xxxxxxx
	Facsimile:	(000) 000-0000

Schedule III
Page 2 of 2

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Table of Contents

THIRD AMENDMENT TO CREDIT AGREEMENT, OMNIBUS AMENDMENT TO CREDIT DOCUMENTS AND ASSIGNMENT

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