Exhibit 10.3


 


SECOND 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 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, 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
amend certain provisions of the Credit Agreement, to, among other things,
increase the amount of the Total Facility to U.S.$95,000,000, 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        The definition of “Borrowing Base” is hereby amended
by deleting clause (iv) thereof and substituting therefor the following:


 


“(iv) the
lesser of (A) 80% of Eligible Accounts that are Other Unbilled Eligible
Accounts or (B) one-third of the sum of the amounts of clauses (ii) plus
(iii) above; plus”;


 

















 


2.1.2        The definition of “Consolidated Interest Expense” is
hereby amended by deleting “Company” in paragraph (g) and substituting
“Borrower”.


 


2.1.3        The definition of “Eligible Accounts” is hereby
amended by deleting the reference to “Proceeds” in paragraph (g) and
substituting “proceeds”.


 


2.1.4        The definition of “Issued but Unused Letter of
Credit Value” is hereby amended by deleting the last sentence thereof.


 


2.1.5        The definition of “Letter of Credit Subfacility” is
hereby amended by deleting the reference to “U.S.$25,000,000” and substituting
therefor “U.S.$50,000,000”.


 


2.1.6        The definition of “Maximum Revolver Amount” is
hereby amended by deleting the reference to “U.S.$65,000,000” and substituting
therefor “U.S.$95,000,000”.


 


2.1.7        The definition of “Permitted Acquisition” is hereby
amended by deleting paragraph (a) thereof and substituting therefor the
following:


 


“(A) the
aggregate value of the consideration paid (including for greater certainty by
the assumption of Debt) for any individual acquisition, consolidation, merger
or amalgamation, and in the aggregate for all acquisitions, consolidations,
mergers or amalgamations in any calendar year, shall not exceed U.S.$65,000,000
exclusive of amounts funded by equity or debt permitted hereunder, in either
case raised to finance such transactions, without the prior written consent of
the Required Lenders acting reasonably provided however, that subject
to all other terms and conditions hereof, if the aggregate yearly limit of
U.S.$65,000,000 is reached, Borrower shall be nevertheless be permitted to
complete up to three additional (including any individual transaction which
would otherwise cause the limit to be exceeded) transactions each up to an
individual amount not exceeding U.S.$5,000,000 without any further consent of
the Lenders;


 


(B) such Acquisition shall have been approved by the board of directors
of the Person (or similar governing body if such Person is not a corporation)
which is the subject of such Acquisition and such Person shall not have
announced that it will oppose such Acquisition or shall not have commenced any
action which alleges that such Acquisition will violate Applicable Law; and


 


(C) if the Acquisition is an Acquisition of Capital Stock, (i) a
Loan Party shall acquire and own, directly or indirectly, a majority of the
Capital Stock in the Person being acquired or (ii) shall control a
majority of any voting interests or otherwise control the governance of the
Person being acquired;”.


 


2.1.8        The definition of “Permitted Liens” is hereby
amended by adding in paragraph (c) following the words “of bids, tenders”
the following:


 


“,
hedging and trading arrangements”.


 


2.1.9        The definition of “Required Lenders” is hereby
amended by deleting the reference to “50%” and substituting therefore “66.67%”.


 


2

















 


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.$65,000,000”
and substituting therefor “U.S.$95,000,000”.


 


2.4           Section 1.4 of the
Credit Agreement is hereby amended adding the following at the end  thereof:


 


“Notwithstanding
any other terms hereof;


 


(a)           The Agent may from time to
time allocate portions of the Hedging Sublimit between the Lenders (and their
respective Affiliates) (each an “Allocated Amount”); provided
that (y) the aggregate of all Allocated Amounts does not exceed
the Hedging Sublimit, and (z) the Allocated Amount of a Lender (and its
Affiliates) may not be reduced below such Lender’s (and its Affiliates) Hedging
Amount last reported to the Agent in writing;


 


(b)           No Lender (or an Affiliate
on its behalf) shall enter into any Hedge Agreement or otherwise permit any
Hedging Amount to be incurred if, at the time of entering into same, such
Lender’s Hedging Amount would exceed its Allocated Amount; and


 


(c)           No distribution under Section 3.7
(or otherwise) shall be made in respect of any Hedging Amount due to any Lender
in excess of the lesser of (i) the Hedging Amount previously advised to
the Agent in writing and (ii) the Allocated Amount of such Lender, until
all other Obligations (other than all such excesses) due to the Agent and
Lenders have first been paid.


 


2.5           Section 3.7 of the
Credit Agreement is hereby amended by adding after the words  “subject to the
provisions of this Agreement” in the fifteenth line: “including in the case of
Bank Products, the definition thereof and Section 1.4”.


 


2.6           Section 7.15 of the
Credit Agreement is hereby amended by deleting paragraph (f) and  substituting
therefor the following:


 


“(f) Subordinated
Debt not constituting Debt under paragraphs (p) or (q) hereof”,  


 


and
paragraph (t) is amended by deleting the phrase “Following the Permitted
Bridge Refinance Date” and substituting therefor “Provided same does not
constitute Debt as part of or incurred to finance any acquisition, merger or
consolidation or amalgamation or other investment (which Debt must be permitted
under paragraph (p) or (q))”.


 


2.7           Section 12.1 of the
Credit Agreement is hereby amended by adding the following:


 


“The Agent agrees that the Agent’s Liens are granted in favour of and
held by the Agent for and on behalf of the Lenders in accordance with the terms
hereof. Section 12.11 (c)


 


3

















 


shall
govern all actions of the Agent in regard to the perfection and maintenance of
perfection of the Agent’s Lien.”


 


2.8           Section 14.18 of the
Credit Agreement is hereby amended by adding the following after  paragraph (b):


 


“The
Agent and the Lenders may share among themselves any information they may have
from time to time concerning the Loan Parties whether or not such information
is confidential, but shall have no obligation to do so (except for any
obligations of the Agent to provide information to the extent required in this
Agreement). The Loan Parties hereby consent to any such sharing of information
among the Agent and the Lenders.”


 


ARTICLE III — CONDITIONS TO EFFECTIVENESS


 


3.1           This Agreement shall become
effective upon:


 


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


 


(b)           Agent receiving certified
copy 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; and


 


(c)           Agent receiving a closing
fee in the amount of $600,000, for distribution to Bank of Montreal.


 


ARTICLE IV — REPRESENTATIONS AND WARRANTIES


 


4.1           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 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


 


4

















 


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 (other than those which are customarily satisfied after closing by
filings or registrations made in connection with the Gibson Acquisition) 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)         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 V — GUARANTOR ACKNOWLEDGMENT


 


5.1           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.


 


5

















 


ARTICLE VI — MISCELLANEOUS


 


6.1           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.


 


6.2           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.


 


6.3           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.


 


6.4           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.


 


DATED as of the 2nd day of
October, 2009


 


6






 










 


	
   

  	
  “BORROWER”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GIBSON
  ENERGY ULC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/
  Richard G. Taylor

  
	
   

  	
  Name:

  	
  RICHARD
  G. TAYLOR

  
	
   

  	
  Title:

  	
  executive VICE president, finance & c.f.o.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “GUARANTORS”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MOOSE
  JAW REFINERY ULC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/
  Richard G. Taylor

  
	
   

  	
   

  	
  Name:

  	
  RICHARD
  G. TAYLOR

  
	
   

  	
   

  	
  Title:

  	
  executive VICE president, finance & c.f.o.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CANWEST
  PROPANE ULC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/
  Richard G. Taylor

  
	
   

  	
   

  	
  Name:

  	
  RICHARD
  G. TAYLOR

  
	
   

  	
   

  	
  Title:

  	
  executive VICE president, finance & c.f.o.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MP
  ENERGY ULC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/
  Richard G. Taylor

  
	
   

  	
   

  	
  Name:

  	
  RICHARD
  G. TAYLOR

  
	
   

  	
   

  	
  Title:

  	
  executive VICE president, finance & c.f.o.

  



 

















 


	
   

  	
  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/
  Richard G. Taylor

  
	
   

  	
   

  	
  Name:

  	
  RICHARD
  G. TAYLOR

  
	
   

  	
   

  	
  Title:

  	
  executive VICE president, finance & c.f.o.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GIBSON
  ENERGY (U.S.) INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/
  Richard G. Taylor

  
	
   

  	
   

  	
  Name:

  	
  RICHARD
  G. TAYLOR

  
	
   

  	
   

  	
  Title:

  	
  executive VICE president, finance & c.f.o.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GEP
  MIDSTREAM FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/
  Richard G. Taylor

  
	
   

  	
   

  	
  Name:

  	
  RICHARD
  G. TAYLOR

  
	
   

  	
   

  	
  Title:

  	
  executive VICE president, finance & c.f.o.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BATTLE
  RIVER TERMINAL LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/
  Richard G. Taylor

  
	
   

  	
   

  	
  Name:

  	
  RICHARD
  G. TAYLOR

  
	
   

  	
   

  	
  Title:

  	
  executive VICE president, finance & c.f.o.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BATTLE
  RIVER TERMINAL GP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/
  Richard G. Taylor

  
	
   

  	
   

  	
  Name:

  	
  RICHARD
  G. TAYLOR

  
	
   

  	
   

  	
  Title:

  	
  executive VICE president, finance & c.f.o.

  



 

















 


	
   

  	
  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/
  Ann Hurley

  
	
   

  	
   

  	
  Name:

  	
  Ann Hurley

  
	
   

  	
   

  	
  Title:

  	
  Manager, Agency

  



 

















 


	
   

  	
  “lenders”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROYAL
  BANK OF CANADA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/
  R. Kizell

  
	
   

  	
   

  	
  Name:

  	
  R.
  Kizell

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/
  Ada Pagand

  
	
   

  	
   

  	
  Name:

  	
  Ada
  Pagand

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
  “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/
  Gary B. Still

  
	
   

  	
   

  	
  Name:

  	
  Gary
  B. Still

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/
  Gary Karges

  
	
   

  	
   

  	
  Name:

  	
  Gary
  Karges

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
  Corporate
  Finance ABL

  
	
   

  	
   

  	
   

  	
  BMO
  Bank of Montreal

  



 

















 


SCHEDULE 1.2


 


LENDERS COMMITMENTS


 


	
  Lender

  	
   

  	
  Revolver Commitment

  	
   

  	
  Pro Rata Percentage

  	
   

  
	
  Royal Bank of Canada

  	
   

  	
  U.S.$

  	
  32,500,000

  	
   

  	
  34.21053

  	
  %

  
	
  UBS Loan Finance LLC

  	
   

  	
  U.S.$

  	
  32,500,000

  	
   

  	
  34.21053

  	
  %

  
	
  Bank of Montreal

  	
   

  	
  U.S.$

  	
  30,000,000

  	
   

  	
  31.57894

  	
  %