Exhibit 10.4


 


Execution Version


 


THIRD AMENDMENT TO CREDIT
AGREEMENT


 


AMONG:              GIBSON ENERGY ULC, as borrower (the “Borrower”)


 


AND:                     MOOSE JAW REFINERY ULC, CANWEST PROPANE ULC, MP ENERGY ULC,
GEP ULC, GIBSON ENERGY ULC, GIBSON GCC INC., MOOSE JAW REFINERY PARTNERSHIP,
CANWEST PROPANE PARTNERSHIP, MP ENERGY PARTNERSHIP, GIBSON ENERGY PARTNERSHIP,
CHIEF HAULING CONTRACTORS ULC, LINK PETROLEUM SERVICES LTD., LINK PETROLEUM,
INC., GIBSON ENERGY (U.S.) INC., GEP MIDSTREAM FINANCE CORP., BATTLE RIVER
TERMINAL LP, BATTLE RIVER TERMINAL GP, INC. and BRIDGE CREEK TRUCKING LTD. as
guarantors (the “Guarantors”)


 


AND:                     ROYAL BANK OF CANADA, as administrative agent (the “Agent”)


 


AND:                     ROYAL BANK OF CANADA, UBS LOAN FINANCE LLC, BANK OF MONTREAL,
MORGAN STANLEY BANK, N.A. and the other financial institutions named herein, as
lenders (the “Lenders”)


 


WHEREAS
the Borrower, the
Guarantors, the Agent, the Lenders, Royal Bank of Canada, as collateral
agent, Royal Bank of Canada, as syndication agent, UBS Securities LLC, as
documentation agent, and RBC Capital Markets and UBS Securities LLC, as lead
arrangers, are party to a credit agreement dated as of December 12, 2008,
as amended by the First Amendment to Credit Agreement dated as of May 26,
2009 and by the Second Amendment to Credit Agreement dated as of October 2,
2009, as the same may be amended, restated, supplemented, revised or replaced
from time to time (the “Credit Agreement”);


 


AND
WHEREAS the Lenders have agreed to provide certain consents
and to amend certain provisions of the Credit Agreement, to, among other
things, increase the amount of the Total Facility to U.S.$150,000,000, but only to the extent and subject to
the limitations set forth herein (the “Agreement”);


 


NOW
THEREFORE for good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties hereby
agree as follows:


 


ARTICLE I — INTERPRETATION


 


1.1           All capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to such terms in the Credit Agreement.


 


ARTICLE II — AMENDMENTS


 


2.1           Annex A to the Credit Agreement is hereby amended as
follows:


 


2.1.1        By adding the
following definitions in the proper alphabetical order:


 


““Canadian Qualified Lender” means a financial institution that is resident
in Canada or a financial institution that is not resident in Canada and is not
deemed


 

















 


to be resident in Canada for purposes of the Income Tax
Act (Canada), provided that such foreign financial institution deals
at arm’s length with each Loan Party for purposes of the Income Tax
Act (Canada).”; and


 


““Unsecured Note Facility” means the notes of the Borrower issued
during the first six months of 2010 which shall (i) not bear interest at a rate
greater than 12% per annum, (ii) not exceed U.S.$200,000,000, (iii) have
a final maturity no earlier than 91 days after the Stated Termination Date, (iv) be
unsecured Debt, and any conversion, replacement, takeout financing, exchange or
refinancing of such facility or any other debt or other offering (by issuance
of notes or otherwise) in exchange, replacement or conversion thereof.”;


 


2.1.2        The definition of
“Consolidated Net Income” is hereby amended by adding “(including the foreign
exchange gain resulting from the refinancing of the Bridge Facility on the Permitted
Bridge Refinancing Date)” immediately after the word “gain” in the second line
of paragraph (k) thereof;


 


2.1.3        The definition of
Eligible Assignee is hereby deleted and the following substituted therefore:


 


““Eligible Assignee” means (a) a commercial bank, commercial
finance company or other asset based lender, having total assets in excess of
$1,000,000,000 and for which the consent of the Borrower has been received
(provided, that (x) no consent of the Borrower shall be unreasonably
withheld or delayed and (y) no consent of the Borrower shall be required
if a Default or Event of Default has occurred and is continuing); (b) any
Lender; (c) any Affiliate of any Lender provided, that such Eligible
Assignee shall in all cases (when no Event of Default is continuing) be a
financial institution that (i), is a Canadian Qualified Lender; or (ii) is
not a trade competitor of any Loan Party; and (d) if an Event of Default
has occurred and is continuing, any Person reasonably acceptable to the Agent.”;


 


2.1.4        The definition of
“Letter of Credit Subfacility” is hereby amended by deleting the reference to “U.S.$50,000,000”
and substituting “U.S.$75,000,000” therefor.; and


 


2.1.5        The definition of
“Maximum Revolver Amount” is hereby amended by deleting the reference to “U.S.$95,000,000”
and substituting “U.S.$150,000,000”
therefor.


 


2.2           Schedule 1.2 of
the Credit Agreement is hereby deleted and Schedule 1.2 attached hereto is
substituted therefor.


 


2.3           Section 1.1
of the Credit Agreement is hereby amended by deleting the reference to “U.S.$95,000,000”
and substituting “U.S.$150,000,000”
therefor.


 


2.4           Section 5.2
of the Credit Agreement is hereby amended by adding the following to the end
thereof:


 


“(o) Prior to the effectiveness thereof, copies of substantially
final drafts of any proposed amendment, supplement, waiver or other
modification with respect to the Unsecured Note Facility and promptly after the
execution thereof, copies of


 


2

















 


any executed amendment, supplement, waiver or other modification with
respect to the Unsecured Note Facility.”.


 


2.5           Section 7.10
of the Credit Agreement is hereby amended as follows:


 


(a)            adding “or the Unsecured Note Facility” after the word “Facility” in the heading thereto; and


 


(b)           adding the
following to the end thereof:


 


“Such Loan Party shall not, directly or indirectly, amend, modify,
supplement, waive compliance with or consent to any departure from any
provision of any document under the Unsecured Note Facility if such amendment,
modification, supplement, waiver or consent would have the effect of (i) advancing
the maturity date of the Unsecured Note Facility to a date that is earlier than
91 days after the Stated Termination Date, or (ii) granting any Lien on the
Collateral to secure the Unsecured Note Facility, or (iii) increasing the
principal amount thereof in excess of U.S.$200,000,000.”.


 


2.6           Section 7.14
of the Credit Agreement is hereby amended as follows:


 


(a)            deleting the word
“and” from the end of subsection (e);


 


(b)           deleting the
period “.” at the end of subsection (f) and substituting “; and” therefor;
and


 


(c)            adding the
following new subsection to the end thereof:


 


“(g) unsecured Guarantees in favour of the noteholders under the
Unsecured Note Facility”.


 


2.7           Section 7.15
of the Credit Agreement is hereby amended as follows:


 


(a)            deleting the word
“and” from the end of subsection (u);


 


(b)           deleting the
period “.” from the end of subsection (v) and substituting “; and”
therefor; and


 


(c)            adding the
following new subsection to the end thereof “(w) Debt in respect of the
Unsecured Note Facility, in the original principal amount of up to
U.S.$200,000,000 plus any accrued pay-in-kind interest, capitalized interest,
accrued interest, fees, discounts, premiums and expenses, in each case, in
respect thereof.


 


2.8           Section 7.29
of the Credit Agreement is hereby amended by adding the following new
subsection to the end thereof “(i) restrictions under the Unsecured Note
Facility, provided that such restrictions do not include restricting the right
of the Loan Parties to incur or repay the Obligations.”


 


3

















 


ARTICLE III — CONSENT AND AGREEMENT


 


3.1           The Lenders
hereby agree that the proceeds realized under the Unsecured Note Facility shall
be considered proceeds of equity or debt for purposes of Permitted Acquisitions
(specifically, as such equity or debt is referenced in paragraph (A) of
the definition of Permitted Acquisitions).


 


ARTICLE IV — CONDITIONS TO EFFECTIVENESS


 


4.1           This Agreement
shall become effective upon:


 


(a)           Agent receiving three (3) fully executed
original copies of this Agreement;


 


(b)           Agent receiving
certified copies of resolutions, in form and substance satisfactory to the
Agent, of the board of directors of each of the Loan Parties authorizing the
execution, delivery and performance of this Agreement;


 


(c)           The Agent and
Lenders shall be reasonably satisfied with the terms and conditions of the
Unsecured Note Facility and related documents of the Loan Parties thereunder,
it being understood that the Agent and Lenders are reasonably satisfied with
the terms and conditions set forth in the draft description of notes in respect
of the Unsecured Note Facility distributed to it on January 12, 2010;


 


(d)           Morgan Stanley Bank,
N.A. being satisfied with the Borrower’s assistance with its continuing
anti-money laundering and other “know your customer” diligence;


 


(e)           The Agent shall
be reasonably satisfied with the capitalization of the Loan Parties after
giving effect to the consummation of the Unsecured Note Facility; and


 


(f)            Lenders receiving
the following fees:


 


(i)             Royal Bank of
Canada — Commitment fee of U.S.$150,000 and an amendment fee of U.S.$50,000;


 


(ii)            UBS Loan Finance
LLC — Commitment fee of U.S.$150,000 and an amendment fee of U.S.$50,000;


 


(iii)           Morgan Stanley
Bank, N.A. — Commitment fee of U.S.$800,000, and


 


(iv)          Bank of Montreal —
amendment fee of U.S.$50,000.


 


ARTICLE V — REPRESENTATIONS AND WARRANTIES


 


5.1           In order to
induce the Agent and the Lenders to enter into this Agreement in the manner
provided herein, the Loan Parties represent and warrant to the Agent and the
Lenders, that the following statements are true and correct:


 


(a)           Authorization,
Validity, and Enforceability of this Agreement.  Each of the Loan Parties have the corporate
power and authority to execute and deliver this


 


4

















 


Agreement and to perform the Credit Agreement.  Each of the Loan Parties have taken all
necessary corporate action or any other organizational action (including,
without limitation, obtaining approval of their shareholders or other
equityholders if necessary) to authorize their execution and delivery of this
Agreement and the performance of the Credit Agreement.  This Agreement has been duly executed and
delivered by the each of the Loan Parties and this Agreement and the Credit
Agreement constitute the legal, valid and binding obligations of each of
the  Loan Parties, enforceable against them
in accordance with their respective terms (except as such enforceability may be
subject to bankruptcy, insolvency, moratorium, reorganization, arrangement,
voidable preference, fraudulent conveyance and other similar laws relating to
or affecting the rights of creditors generally and except as the same may be
subject to the effect of general principles of equity).  The Loan Parties’ execution and delivery of
this Agreement and the performance by each of the Loan Parties of the Credit
Agreement do not and will not conflict with, or constitute a violation or
breach of, or result in the creation or imposition of any Lien upon the
property of each of the Loan Parties (other than Liens granted by such Loan
Party under any of the Loan Documents and the Transaction Documents (as
permitted under the Credit Agreement and under the Intercreditor Agreement)) by
reason of the terms of (a) any contract, mortgage, lease, agreement,
indenture or instrument to which such Loan Party is a party or which is binding
upon it to the extent such breach or violation would not have a Material
Adverse Effect, (b) any Requirement of Law applicable to such Loan Party
or (c) the certificate or articles of incorporation, by laws or the
limited liability company or limited partnership agreement or partnership
agreement or other organizational documents of such Loan Party, except, in the
case of the foregoing clause (a), to the extent such breach or violation would
not have a Material Adverse Effect.


 


(b)           Governmental
Authorization.  No
approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any governmental authority or other person is necessary or
required in connection with the execution, delivery or performance by, or
enforcement against each of the Loan Parties or any Subsidiaries of this
Agreement or the Credit Agreement except those the failure of which to obtain
or take would not have a Material Adverse Effect.


 


(c)           Incorporation of
Representations and Warranties From Credit Agreement.  The representations and warranties contained
in Article 6 of the Credit Agreement are true and correct in all material
respects on and as of the date of this Agreement to the same extent as though
made on and as of that date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.


 


(d)           Solvent.  the Loan Parties are, when taken as a whole, Solvent after the incurrence of
the Unsecured Note Facility.


 


5

















 


(e)           Absence of
Default.  No event has
occurred and is continuing or will result from the execution of this Agreement
that would constitute a Default or an Event of Default.


 


ARTICLE VI — GUARANTOR
ACKNOWLEDGMENT


 


6.1           Each Guarantor (i) consents
to and approves the execution and delivery of this Agreement by the parties
hereto, (ii) agrees that this Agreement does not and shall not limit or
diminish in any manner the obligations of such Guarantors under its guarantee
delivered in favour of the Agent and the Lenders under the Credit Agreement
(the “Guarantee”) and that such obligations would not be limited or diminished
in any manner even if the undersigned had not executed this Agreement, (iii) agrees
that this Agreement shall not be construed as requiring the consent of such
Guarantors in any other circumstance, (iv) reaffirms its obligations under
the Guarantee, and (v) agrees that the Guarantee remains in full force and
effect and is hereby ratified and confirmed.


 


ARTICLE VII — LENDERS


 


7.1           Each Lender party
hereto agrees to be bound by the terms of the Credit Agreement and to perform
all of the obligations of a Lender thereunder and under all other Loan
Documents.


 


7.2           Each Lender party
hereto represents that it is a Canadian Qualified Lender.


 


ARTICLE VIII — MISCELLANEOUS


 


8.1           The execution,
delivery and performance of this Agreement shall not, except as expressly
provided for herein, constitute a waiver of any provision of, or operate as a
waiver of any right, power or remedy of the Agent and/or the Lenders under the
Credit Agreement or any other document.


 


8.2           This Agreement
shall be interpreted and the rights and liabilities of the parties hereto shall
be determined in accordance with the laws of the Province of Alberta and the
federal laws of Canada applicable therein.


 


8.3           Save as expressly
amended by this Agreement, all other terms and conditions of the Credit
Agreement remain in full force and effect. 
All other documents remain in full force and effect.


 


8.4           This Agreement
may be executed in any number of counterparts (and by different parties hereto
in different counterparts), each of which when so executed shall be deemed to
be an original and all of which when taken together shall constitute one and
the same agreement. Delivery of an executed counterpart of a signature page of
this Agreement by telecopier or other electronic means shall be effective as
delivery of a manually executed counterpart of this Agreement.


 


6






 










 


DATED
as of the 13th day of January, 2010


 


 


	
   

  	
  “BORROWER”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GIBSON ENERGY ULC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Don A.
  Fowlis

  
	
   

  	
  Name:

  	
  Don A. Fowlis

  
	
   

  	
  Title:

  	
  Senior Vice
  President, Finance

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “GUARANTORS”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MOOSE JAW REFINERY ULC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Don A. Fowlis

  
	
   

  	
   

  	
  Name:  Don A. Fowlis

  
	
   

  	
   

  	
  Title:  Senior Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CANWEST PROPANE ULC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Don A.
  Fowlis

  
	
   

  	
   

  	
  Name:  Don A. Fowlis

  
	
   

  	
   

  	
  Title:  Senior Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MP ENERGY ULC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Don A.
  Fowlis

  
	
   

  	
   

  	
  Name:  Don A. Fowlis

  
	
   

  	
   

  	
  Title:  Senior Vice President, Finance

  



 

















 


	
   

  	
  GEP ULC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Don A.
  Fowlis

  
	
   

  	
   

  	
  Name:  Don A. Fowlis

  
	
   

  	
   

  	
  Title:  Senior Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GIBSON ENERGY ULC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Don A.
  Fowlis

  
	
   

  	
   

  	
  Name:  Don A. Fowlis

  
	
   

  	
   

  	
  Title:  Senior Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GIBSON GCC INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Don A.
  Fowlis

  
	
   

  	
   

  	
  Name:  Don A. Fowlis

  
	
   

  	
   

  	
  Title:  Senior Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MOOSE JAW REFINERY PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Don A.
  Fowlis

  
	
   

  	
   

  	
  Name:  Don A. Fowlis

  
	
   

  	
   

  	
  Title:  Senior Vice President, Finance

  



 

















 


	
   

  	
  CANWEST PROPANE PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Don A.
  Fowlis

  
	
   

  	
   

  	
  Name:  Don A. Fowlis

  
	
   

  	
   

  	
  Title:  Senior Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MP ENERGY PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Don A.
  Fowlis

  
	
   

  	
   

  	
  Name:  Don A. Fowlis

  
	
   

  	
   

  	
  Title:  Senior Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GIBSON ENERGY PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Don A.
  Fowlis

  
	
   

  	
   

  	
  Name:  Don A. Fowlis

  
	
   

  	
   

  	
  Title:  Senior Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHIEF HAULING CONTRACTORS ULC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Don A.
  Fowlis

  
	
   

  	
   

  	
  Name:  Don A. Fowlis

  
	
   

  	
   

  	
  Title:  Senior Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LINK PETROLEUM SERVICES LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Don A.
  Fowlis

  
	
   

  	
   

  	
  Name:  Don A. Fowlis

  
	
   

  	
   

  	
  Title:  Senior Vice President, Finance

  



 

















 


	
   

  	
  LINK PETROLEUM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Don A.
  Fowlis

  
	
   

  	
   

  	
  Name:  Don A. Fowlis

  
	
   

  	
   

  	
  Title:  Senior Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GIBSON ENERGY (U.S.) INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Don A.
  Fowlis

  
	
   

  	
   

  	
  Name:  Don A. Fowlis

  
	
   

  	
   

  	
  Title:  Senior Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GEP MIDSTREAM FINANCE CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Don A.
  Fowlis

  
	
   

  	
   

  	
  Name:  Don A. Fowlis

  
	
   

  	
   

  	
  Title:  Senior Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BATTLE RIVER TERMINAL LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ T. Murray
  Carey

  
	
   

  	
   

  	
  Name:  T. Murray Carey

  
	
   

  	
   

  	
  Title:  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BATTLE RIVER TERMINAL GP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ T. Murray
  Carey

  
	
   

  	
   

  	
  Name:  T. Murray Carey

  
	
   

  	
   

  	
  Title:  Secretary

  



 

















 


	
   

  	
  BRIDGE CREEK TRUCKING LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Don A.
  Fowlis

  
	
   

  	
   

  	
  Name:  Don A. Fowlis

  
	
   

  	
   

  	
  Title:  Senior Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “AGENT”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ROYAL BANK OF CANADA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Renuka
  Gnanaswaran

  
	
   

  	
   

  	
  Name:  Renuka Gnanaswaran

  
	
   

  	
   

  	
  Title:  Manager, Agency

  



 

















 


	
   

  	
  “LENDERS”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ROYAL BANK OF CANADA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Michael
  Peterson

  
	
   

  	
   

  	
  Name:  Michael Peterson

  
	
   

  	
   

  	
  Title:  Attorney in Fact

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Andrew Steuter

  
	
   

  	
   

  	
  Name:  Andrew Steuter

  
	
   

  	
   

  	
  Title:  Attorney in Fact

  



 

















 


	
   

  	
  “LENDERS (continued)”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UBS LOAN FINANCE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Irja R.
  Otsa

  
	
   

  	
   

  	
  Name:  Irja R. Otsa

  
	
   

  	
   

  	
  Title:  Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Marie Haddad

  
	
   

  	
   

  	
  Name:  Marie Haddad

  
	
   

  	
   

  	
  Title:  Associate Director

  



 

















 


	
   

  	
  “LENDERS (continued)”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF MONTREAL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Christine
  Roque

  
	
   

  	
   

  	
  Name:  Christine Roque

  
	
   

  	
   

  	
  Title:  Sr. Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Gary B. Still

  
	
   

  	
   

  	
  Name:  Gary B. Still

  
	
   

  	
   

  	
  Title:  Senior Manager

  



 

















 


	
   

  	
  “LENDERS (continued)”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MORGAN STANLEY BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ William
  Graham

  
	
   

  	
   

  	
  Name:  William Graham

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  



 

















 


SCHEDULE 1.2


 


LENDERS COMMITMENTS


 


	
  Lender

  	
   

  	
  Revolver Commitment

  	
   

  	
  Pro Rata Percentage

  	
   

  
	
  Royal Bank of Canada

  	
   

  	
  U.S.$

  	
  40,000,000

  	
   

  	
  26.6666

  	
  %

  
	
  UBS Loan Finance LLC

  	
   

  	
  U.S.$

  	
  40,000,000

  	
   

  	
  26.6666

  	
  %

  
	
  Morgan Stanley Bank, N.A.

  	
   

  	
  U.S.$

  	
  40,000,000

  	
   

  	
  26.6666

  	
  %

  
	
  Bank of Montreal

  	
   

  	
  U.S.$

  	
  30,000,000

  	
   

  	
  20.00

  	
  %