exv10w1






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, Wells 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”), Wells 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, Wells Fargo Bank, National Association
(“Wells 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, Wells Fargo
Foothill, LLC, a Delaware limited liability company (“WFF”), and in connection therewith, Wells 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 Wells 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,
Wells Fargo hereby notifies the US Borrower and each Lender that, effective as of the date hereof,
Wells 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
Wells Fargo as the US Issuing Lender under the Credit Agreement, shall prevent Wells 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 Wells 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 Wells 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 Wells
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 Wells 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, Wells Fargo hereby notifies the US Borrower and each Lender that, effective as of
the date hereof, Wells 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 Wells 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 Wells 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 Locke Lord Bissel & Liddell 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.



-9-









 





     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.]





-10-












 





     EXECUTED to be effective as of the Effective Date.



	 	 	 	 	 
	 	BORROWERS:



COMPLETE PRODUCTION SERVICES, INC.

 	 
	 	By:  	/s/ JOSE A. BAYARDO
 	 
	 	 	Name:  	JOSE A. BAYARDO 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 



	 	 	 	 	 
	 	INTEGRATED PRODUCTION SERVICES LTD.

 	 
	 	By:  	/s/ Dennis Hassel
 	 
	 	 	Name:  	Dennis Hassel 	 
	 	 	Title:  	Vice President, Finance 	 
	 




 









 








	 	 	 	 	 
	 	GUARANTORS:



COMPLETE ENERGY, LLC

A&W WATER SERVICE, INC.

CES ROCKIES, INC.

CES MID-CONTINENT HAMM, LLC

GUARD DRILLING MUD DISPOSAL, INC.

HAMM & PHILLIPS SERVICE COMPANY, INC.

HAMM MANAGEMENT CO.

HYLAND 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.

TURNER ENERGY SERVICES, LLC

TURNER ENERGY SWD, LLC

LOYD JONES WELL SERVICE, LLC

FEMCO SWD, INC.

PUMPCO ENERGY SERVICES, INC.

TEXAS CES, INC.

CES SWD TEXAS, INC.

ALLIANCE ENERGY SERVICE CO. LLC

I.E. MILLER SERVICES, INC.

AWS, INC.	 
	 	 	 
	 	 	 
	 	Each by:  	                                   /s/ J.F. MARONEY
 	 
	 	 	Name:  	J.F. MARONEY 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 




 









 





	 	 	 	 	 
	 	SWEETWATER PRODUCED WATER

DISPOSAL, LLC

 	 
	 	By:  	Hyland Enterprises, Inc.
 	 
	 	 	its sole member 	 
	 	 	 	 
	 	By:  	                                           /s/ J.F. MARONEY III
 	 
	 	 	Name:  	J.F. MARONEY III 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 
	 	GREASEWOOD, LLC

 	 
	 	By:  	Hyland Enterprises, Inc.,
 	 
	 	 	its managing member 	 
	 	 	 	 
	 
	 	By:  	                                           /s/ J.F. MARONEY III
 	 
	 	 	Name:  	J.F. MARONEY III 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 
	 	BIG MAC TANK TRUCKS, LLC

 	 
	 	By:  	CES Mid-Continent Hamm, LLC, its sole member 	 
	 	 	 	 
	 	By:  	                                           /s/ J.F. MARONEY III
 	 
	 	 	Name:  	J.F. MARONEY III 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 
	 	FUGO SERVICES, LLC

 	 
	 	By:  	CES Mid-Continent Hamm, LLC, its sole member
 	 
	 	 	 	 
	 	By:  	                                           /s/ J.F. MARONEY III
 	 
	 	 	Name:  	J.F. MARONEY III 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 



	 	 	 	 	 
	 	DELANEY ENERGY SERVICES CORPORATION

 	 
	 	By:  	/s/ Dennis Hassel
 	 
	 	 	Name:  	Dennis Hassel 	 
	 	 	Title:  	CFO, Director 	 
	 
	 	INTEGRATED PRODUCTION SERVICES PARTNERSHIP

 	 
	 	By:  	Integrated Production Services Ltd., its managing partner
 	 
	 	 	 	 
	 	By:  	                                      /s/ Dennis Hassel
 	 
	 	 	Name:  	Dennis Hassel 	 
	 	 	Title:  	CFO 	 
	 
	 	IPS MANUFACTURING LIMITED

 	 
	 	By:  	/s/ Dennis Hassel
 	 
	 	 	Name:  	Dennis Hassel 	 
	 	 	Title:  	CFO, Director 	 
	 
	 	PEMAC PTE LTD

 	 
	 	By:  	/s/ Dennis Hassel
 	 
	 	 	Name:  	Dennis Hassel 	 
	 	 	Title:  	Director 	 
	 
	 	PREMIER ESTATE PRIVATE LIMITED

 	 
	 	By:  	/s/ Dennis Hassel
 	 
	 	 	Name:  	Dennis Hassel 	 
	 	 	Title:  	Director 	 



 









 





	 	 	 	 	 
	 	PREMIER INTEGRATED TECHNOLOGIES LTD.

 	 
	 	By:  	/s/ Dennis Hassel
 	 
	 	 	Name:  	Dennis Hassel 	 
	 	 	Title:  	CFO, Director 	 
	 
	 	PREMIER SEA & LAND LIMITED

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

 	 
	 	By:  	/s/ Dennis Hassel
 	 
	 	 	Name:  	Dennis Hassel 	 
	 	 	Title:  	Director 	 
	 
	 	 	 	 	 
	 	ADMINISTRATIVE AGENT AND LENDERS:



WELLS FARGO BANK, NATIONAL ASSOCIATION

as Existing Administrative Agent, Existing Swing Line Lender,

and Existing Issuing Lender

 	 
	 	By:  	/s/ Corbin M. Womac
 	 
	 	 	Name:  	Corbin M. Womac 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	WELLS FARGO FOOTHILL, LLC

as New Administrative Agent, New Swing Line Lender, New

Issuing Lender and a US Lender

 	 
	 	By:  	/s/ David A. Ernst
 	 
	 	 	David A. Ernst 	 
	 	 	Vice President 	 
	 
	 	 	 	 	 
	 	HSBC BANK CANADA

as Canadian Administrative Agent, Canadian Swingline Lender,

Canadian Issuing Lender and a Canadian Lender

 	 
	 	By:  	/s/ Heather Madsen
 	 
	 	 	Name:  	HEATHER MADSEN 	 
	 	 	Title:  	ACCOUNT MANAGER
ENERGY FINANCING 	 
	 	 	 
	 	By:  	                                /s/ Kevin Bale
 	 
	 	 	Name:  	KEVIN BALE 	 
	 	 	Title:  	Assistant Vice President
Energy Financing 	 
	 
	 	 	 	 	 
	 	AMEGY BANK N.A.

as a US Lender

 	 
	 	By:  	/s/ Kenyatta B. Gibbs
 	 
	 	 	Name:  	Kenyatta B. Gibbs 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 	 	 
	 	COMERICA BANK

as a US Lender

 	 
	 	By:  	/s/ Cyd Dillahunty
 	 
	 	 	Name:  	Cyd Dillahunty 	 
	 	 	Title:  	Vice President Texas Division 	 




 









 








	 	 	 	 	 
	 	UBS LOAN FINANCE LLC

as a US Lender

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 	 	 
	 	By:  	                                /s/ Marie Haddad
 	 
	 	 	Name:  	Marie Haddad 	 
	 	 	Title:  	Associate Director 	 



	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as a US Lender

 	 
	 	By:  	/s/ Mikhail Faybusovich
 	 
	 	 	Name:  	Mikhail Faybusovich 	 
	 	 	Title:  	Vice President 	 
	 	 	 
	 	By:  	                                /s/ Kevin Buddhdew
 	 
	 	 	Name:  	Kevin Buddhdew 	 
	 	 	Title:  	Associate 	 



	 	 	 	 	 
	 	CITIBANK, N.A.

as a US Lender

 	 
	 	By:  	/s/ Daniel A. Davis
 	 
	 	 	Name:  	Daniel A. Davis 	 
	 	 	Title:  	Relationship Manager

GEID 1001682818

Citibank, N.A. 	 




	 	 	 	 	 
	 	NATIXIS

as a US Lender

 	 
	 	By:  	/s/ Carlos Quinteros
 	 
	 	 	Name:  	Carlos Quinteros 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	                                /s/ Timothy L. Polvado
 	 
	 	 	Name:  	Timothy L. Polvado 	 
	 	 	Title:  	Senior Managing Director 	 



	 	 	 	 	 
	 	BANK OF TEXAS, N.A.

as a US Lender

 	 
	 	By:  	/s/ Marian Livingston
 	 
	 	 	Name:  	Marian Livingston 	 
	 	 	Title:  	SVP 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

as a US Lender

 	 
	 	By:  	/s/ J. Devin Mock
 	 
	 	 	Name:  	J. Devin Mock 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

as a US Lender

 	 
	 	By:  	/s/
Jason Todd
 	 
	 	 	Name:  	Jason Todd 	 
	 	 	Title:  	EVP 	 



 









 








SCHEDULE II




Commitments




	 	 	 	 	 	 	 	 	 
	Lenders	 	US Commitment	 	Canadian Commitment
	Wells Fargo Foothill, LLC
	 	$	50,000,000	 	 	$	0	 
	HSBC Bank Canada
	 	$	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,




WELLS 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




WELLS 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	 






-i-









 






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	 






ii









 






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






iv










 





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) Wells 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 bill 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 bill within the meaning of the
Depository Bills and Notes Act (Canada) and a bill 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 Calgary, Alberta Canada and Toronto, Canada.


“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




(c) the aggregate amount of reserves, if any, established by Canadian Administrative Agent
under Section 2.1(g).



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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 grant a Lien 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) billings 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) billings 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
1/100th 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 bill 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 billings
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 Wells 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 Wells Fargo may be based upon such offers or other market indicators of the inter-bank
market as Wells 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 Wells Fargo under the
Restated Agreement and which have not been terminated or expired and returned to Wells 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 Wells 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 Moody’s 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 Wells
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.



-27-









 





“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 Wells
Fargo at its principal office in San Francisco as its prime rate, which rate may not be the lowest
rate of interest charged by Wells 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 McGraw-Hill Companies,
Inc., or any successor thereof which is a nationally recognized statistical rating organization.



“Sarbanes-Oxley” means the Sarbanes-Oxley 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,
Sarbanes-Oxley 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 Wells 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 grant a Lien 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.



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



“WFF” means Wells 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



-36-









 







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



-37-









 







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).



     (c) Reduction of Commitments.




     (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 faith deems 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.




     (c) Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above:




     (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.



     (c) Mandatory.




     (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 Vinson & Elkins 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 Grant Thornton 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




          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 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 90th 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 90th 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,



     (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



     (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 7.4 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. Ann. Art. 5069, Ch. 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 Harris 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 4121077911 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 Wells Fargo Bank, N.A. San Francisco, CA, ABA #121-000-248.



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 Wells Fargo Bank, N.A., San
Francisco, CA, ABA #121-000-248, ref: Complete Production Services, Inc.




Schedule I

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SCHEDULE II




Commitments




	 	 	 	 	 	 	 	 	 
	Lenders	 	US Commitment	 	 	Canadian Commitment	 
	Wells Fargo Foothill, LLC
	 	$	50,000,000	 	 	$	0	 
	HSBC Bank Canada
	 	$	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

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SCHEDULE III




Notice Information




	 	 	 	 	 	 	 
	US ADMINISTRATIVE AGENT AND US ISSUING LENDER
	 	 
	Wells Fargo Foothill, LLC

	 	Address:
	 	1100 Abernathy Road, Suite 1600	 	 
	 

	 	 	 	Atlanta, GA 30328	 	 
	 

	 	Attn:
	 	Portfolio Manager	 	 
	 

	 	Facsimile:
	 	770-804-0785	 	 
	 
	 	 	 	 	 	 
	 	 	with a copy to:
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	Bracewell & Giuliani LLP	 	 
	 

	 	 	 	711 Louisiana, Suite 2300	 	 
	 

	 	 	 	Houston, Texas 77002	 	 
	 

	 	Attn:
	 	Stephanie Song	 	 
	 

	 	Facsimile:
	 	(713) 221-2156	 	 
	 
	 	 	 	 	 	 
	CANADIAN ADMINISTRATIVE AGENT AND CANADIAN ISSUING LENDER
	 	 
	HSBC Bank Canada	 	Address for Notices on Credit:
	 

	 	 	 	407 — 8th Avenue S.W.	 	 
	 

	 	 	 	Calgary, Alberta	 	 
	 

	 	 	 	T2P 1E5 Canada	 	 
	 

	 	Attn:
	 	Heather Madsen	 	 
	 

	 	 	 	Account Manager	 	 
	 

	 	Facsimile:
	 	(403) 693-8561	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notices on Operations:
	 

	 	 	 	407 - 8th Avenue S.W.	 	 
	 

	 	 	 	Calgary, Alberta	 	 
	 

	 	 	 	T2P 1E5 Canada	 	 
	 

	 	Attn:
	 	Gigi Steinsland	 	 
	 

	 	 	 	Supervisor, Credit Services	 	 
	 

	 	Facsimile:
	 	(403) 693-3699	 	 
	 
	 	 	 	 	 	 
	Credit Parties
	 	 
	US Borrower

	 	Address:	 	 	 	 
	US Subsidiary Guarantors

	 	 	 	c/o Complete Production Services, Inc.	 	 
	 

	 	 	 	11700 Old Katy Road, Suite 300	 	 
	 

	 	 	 	Houston, TX 77079	 	 
	 

	 	Attn:
	 	Chief Financial Officer	 	 
	 

	 	Facsimile:
	 	(281) 372-2301	 	 
	 
	 	 	 	 	 	 
	 	 	with a copy to:
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	Latham & Watkins LLP	 	 
	 

	 	 	 	355 South Grand Avenue	 	 






Schedule III

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	 	 	 	Los Angeles, CA 90071-1560	 	 
	 

	 	Attn:
	 	Glen Collyer and John Jameson	 	 
	 

	 	Facsimile:
	 	(213) 891-8763	 	 
	 
	 	 	 	 	 	 
	Canadian Borrower

	 	Address:	 	 	 	 
	Foreign Subsidiary Guarantors

	 	 	 	c/o Integrated Production Services Ltd.	 	 
	 

	 	 	 	Suite 1000, 840-7th Avenue S.W.	 	 
	 

	 	 	 	Calgary, Alberta T2P 362	 	 
	 

	 	Attn:
	 	Chief Financial Officer	 	 
	 

	 	Facsimile:
	 	(403) 258-5255	 	 
	 
	 	 	 	 	 	 
	 	 	with a copy to:
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	Latham & Watkins LLP	 	 
	 

	 	 	 	355 South Grand Avenue	 	 
	 

	 	 	 	Los Angeles, CA 90071-1560	 	 
	 

	 	Attn:
	 	Glen Collyer and John Jameson	 	 
	 

	 	Facsimile:
	 	(213) 891-8763	 	 






Schedule III

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