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(collectively, the “**Subject Properties**”), (ii) the U.S. Borrower and Purchasers shallenter into an agreement (the “**Subject Properties Hedge Agreement**”), pursuant to which theU.S. Borrower will guarantee a commodity price to the Purchasers, which commodity price will not bematerially different from the commodity price (or prices) that the U.S. Borrower has locked inpursuant to Hedge Transactions it has entered into which cover anticipated production from theSubject Properties and/or other oil and gas properties owned by the U.S. Borrower and the otherLoan Parties, and (iii) the U.S. Borrower and Purchasers shall enter into other agreements relatedto the Subject Properties as specified in the MOU. The transactions described in this paragraph(including, without limitation, the transactions contemplated by the MOU) and the transactionscontemplated by Section X and the last sentence of Section VII of this Amendmentand which expressly relate to the transactions contemplated by the MOU (including, withoutlimitation, any amendments to, and consents under, the Combined Loan Documents which may beeffected by this Amendment and actions that the Loan Parties are required to take in connectiontherewith on or before the Subject Transactions Closing Date (as defined below)) are collectivelyreferred to herein as the “**Subject Transactions**.”     5. The U.S. Borrower and the Canadian Borrower have requested that the Combined Lendersconsent to the consummation of the Subject Transactions, and, in reliance on the representationsand warranties of the U.S. Borrower and the Canadian Borrower contained herein, and subject to theterms, and satisfaction or waiver of the conditions precedent, set forth herein, the ConsentingCombined Lenders consent to the consummation of the Subject Transactions as provided in SectionVII hereof.     6. Subject to and upon the terms and conditions set forth herein, the Combined Lenders haveagreed to the Combined Borrowers’ requests.     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,the parties hereto agree as follows:     **I. ****Amendments to U.S. Credit Agreement**. In reliance on the representations andwarranties of the U.S. Borrower and the Canadian Borrower contained herein, and subject to theterms, and satisfaction of the conditions precedent, set forth in Section XI hereof, theU.S. Credit Agreement shall be amended effective as of the Effective Date in the manner provided inthis Section I:     A. **Amendment to Definition of Alternate Base Rate**. The definition of “**AlternateBase Rate**” contained in Section 1.1 of the U.S. Credit Agreement shall be amended in itsentirety to read as follows:     “**Alternate Base Rate**” means, for any day, a rate per annum equal to thegreatest of (a) the Prime Rate in effect on such day, (b) the Federal FundsEffective Rate in effect on such day *plus*1/2 of 1% and (c) the AdjustedEurodollar Rate for a one month Interest Period on such day (or if such day is not aBusiness Day, the immediately preceding Business Day) plus 1%, provided that, forthe avoidance of doubt, the Adjusted Eurodollar Rate for any day shall be based onthe rate appearing on the Reuters Screen LIBOR01 Page (or on any successor orsubstitute page) at approximately 11:00 a.m. London time on such day (without
2

 
any rounding). Any change in the Alternate Base Rate due to a change in thePrime Rate, the Federal Funds Effective Rate or the Adjusted Eurodollar Rate shallbe effective from and including the effective date of such change in the Prime Rate,the Federal Funds Effective Rate or the Adjusted Eurodollar Rate, respectively. Iffor any reason the Global Administrative Agent shall have determined (whichdetermination shall be conclusive and binding, absent manifest error) that it isunable to ascertain the Federal Funds Effective Rate for any reason, including,without limitation, the inability or failure of the Global Administrative Agent toobtain sufficient bids or publications in accordance with the terms hereof, theAlternate Base Rate shall be the Prime Rate until the circumstances giving rise tosuch inability no longer exist.     B. **Amendment to Definition of Applicable Margin**. The definition of “**ApplicableMargin**” contained in Section 1.1 of the U.S. Credit Agreement shall be amended in its entiretyto read as follows:          “**Applicable Margin**” means:          (a) for any day during the Second-Lien Period, and with respect to any Eurodollar Loans, anyABR Loans, any Specified Rate Swingline Loans or any Commitment Fees payable hereunder, as the casemay be, the applicable percentage rate per annum set forth below under the caption “EurodollarLoans”, “ABR Loans”, “Specified Rate Swingline Loans” or “Commitment Fees”, as the case may be,based on the Global Borrowing Base Utilization on such date.                           **Specified Rate**            **Swingline** **Commitment****Global Borrowing** **Eurodollar Loan** **ABR Loans (in** **Loans (in basis** **Fees (in basis****Base Utilization:** **(in basis points)** **basis points)** **points)** **points)**Less than 25%  225.0   137.5   225.0   50.0 25% or greater andless than 50%  250.0   162.5   250.0   50.0 50% or greater andless than 75%  275.0   187.5   275.0   50.0 75% or greater andless than 90%  300.0   212.5   300.0   50.0 90% or greater  325.0   237.5   325.0   50.0           (b) for any day other than a day during the Second-Lien Period, and with respect to anyEurodollar Loans, any ABR Loans, any Specified Rate Swingline Loans or any Commitment Fees payablehereunder, as the case may be, the applicable percentage rate per annum set forth below under thecaption “Eurodollar Loans”, “ABR Loans”, “Specified Rate Swingline Loans” or “Commitment Fees”, asthe case may be, based on the Global Borrowing Base Utilization on such date.
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                           **Specified Rate**            **Swingline** **Commitment****Global Borrowing** **Eurodollar Loan** **ABR Loans (in** **Loans (in basis** **Fees (in basis****Base Utilization:** **(in basis points)** **basis points)** **points)** **points)**Less than 25%  200.0   112.5   200.0   50.0 25% or greater andless than 50%  225.0   137.5   225.0   50.0 50% or greater andless than 75%  250.0   162.5   250.0   50.0 75% or greater andless than 90%  275.0   187.5   275.0   50.0 90% or greater  300.0   212.5   300.0   50.0 In the case of each of clauses (a) and (b) above, (i) any change in theApplicable Margin will occur automatically without prior notice upon any change inthe Global Borrowing Base Utilization, and (ii) any change in the Applicable Marginshall apply during the period commencing on the effective date of such change andending on the date immediately preceding the effective date of the next such change.     C. **Amendment to Definition of Obligations**. The definition of “**Obligations**”contained in Section 1.1 of the U.S. Credit Agreement shall be amended by deleting the reference to“Lender or any Affiliate of a Lender” and inserting the following in lieu thereof: “Secured HedgingProvider, including any Hedge Agreement in existence prior to the date hereof, but excluding anyadditional transactions or confirmations entered into (i) after such Secured Hedging Providerceases to be a Lender or an Affiliate of a Lender or (ii) after assignment by a Secured HedgingProvider to another Secured Hedging Provider that is not a Lender or an Affiliate of a Lender”.     D. **Additional Definitions**. Section 1.1 of the U.S. Credit Agreement shall be amendedby inserting the following definitions in appropriate alphabetical order:     “**Defaulting Lender**” means any Lender, as reasonably determined by theGlobal Administrative Agent, that has (a) failed to fund any portion of its Loans orparticipations in Letters of Credit or Swingline Loans within three Business Days ofthe date required to be funded by it hereunder, (b) notified the Borrower, theGlobal Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender inwriting that it does not intend to comply with any of its funding obligations underthis Agreement or has made a public statement to the effect that it does not intendto comply with its funding obligations under this Agreement, (c) failed, withinthree Business Days after request by the Global Administrative Agent, to confirmthat it will comply with the terms of this Agreement relating to its obligations tofund prospective Loans and participations in then outstanding Letters of Credit andSwingline Loans; provided that any such Lender shall cease to be a Defaulting Lenderunder this clause (c) upon receipt of such confirmation by the Global AdministrativeAgent, (d) otherwise failed to pay over to the Global Administrative Agent or anyother Lender any other amount required to be paid
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by it hereunder within threeBusiness Days of the date when due, unless thesubject of a good faith dispute, or (e) become the subject of a bankruptcy orinsolvency proceeding, or has had a receiver, conservator, trustee or custodianappointed for it, or has taken any action in furtherance of, or indicating itsconsent to, approval of or acquiescence in any such proceeding or appointment or hasa parent company that has become the subject of a bankruptcy or insolvencyproceeding, or has had a receiver, conservator, trustee or custodian appointed forit, or has taken any action in furtherance of, or indicating its consent to,approval of or acquiescence in any such proceeding or appointment; provided that aLender shall not be a Defaulting Lender solely by virtue of the ownership oracquisition of any Equity Interest in such Lender or a parent company thereof by aGovernmental Authority or an instrumentality thereof.     “**Secured Hedging Provider**” means any Person that is a party to aHedging Agreement with the Borrower or any of its Subsidiaries that entered intosuch Hedging Agreement while such Person was a Lender or an Affiliate of a Lender,whether or not such Person at any time ceases to be a Lender or an Affiliate of aLender, as the case may be.     “**Seventh Amendment**” means that certain Seventh Amendment to CombinedCredit Agreements dated as of April 20, 2009, by and among the Borrower, theCanadian Borrower, the Global Administrative Agent, the Canadian AdministrativeAgent and the Combined Lenders party thereto.     “**Subject Properties Hedge Agreement**” has the meaning given to the term“Subject Properties Hedge Agreement” in the Seventh Amendment.     E. **Amendment to Replacement of Lenders Provision**. Clause (iv) of Section 2.20(b) ofthe U.S. Credit Agreement shall be deleted and replaced in its entirety with the following:          “any Lender becomes a Defaulting Lender hereunder,”     F. **Defaulting Lenders Provision**. Article II of the U.S. Credit Agreement shall beamended to add the new Section 2.22 at the end thereof which shall read in full as follows:     “SECTION 2.22 **Defaulting Lenders**. Notwithstanding any provision ofthis Agreement to the contrary, if any Lender becomes a Defaulting Lender, then,until such time as such Lender is no longer a Defaulting Lender or is removed as aLender pursuant to Section 2.20, the following provisions shall apply:     (a) if any Swingline Exposure or LC Exposure exists at the time aLender becomes a Defaulting Lender, then the Borrower shall within oneBusiness Day following notice by the Global Administrative Agent (A)(x)first, prepay such Swingline Exposure and (y) second, cash collateralizesuch Defaulting Lender’s LC Exposure in accordance with the procedures setforth in Section 2.5(i) until the date such LC Exposure is no longeroutstanding, or (B) enter into arrangements satisfactory to the
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Global Administrative Agent, the Issuing Bank, the Swingline Lender,and the Borrower;     (b) so long as any Lender is a Defaulting Lender, the Swingline Lendershall not be required to fund any Swingline Loan and the Issuing Bank shallnot be required to issue, amend or increase any Letter of Credit, unless itis satisfied that cash collateral will be provided by the Borrower inaccordance with Section 2.22(a) (or such other arrangements as aresatisfactory to the Global Administrative Agent, the Issuing Bank, theSwingline Lender, and the Borrower); and     (c) for the avoidance of doubt, the Borrower shall retain and reserveits other rights and remedies respecting each Defaulting Lender.”     G. **Amendment to Asset Dispositions Covenant**. Section 7.5(a) of the U.S. CreditAgreement shall be amended by amending and restating the first proviso following subsection (xiv)to read in full as follows:“provided, that, so long as no Default or Event of Default has occurredwhich is continuing, the Borrower and each other Loan Party shall be permitted tosell or dispose of Mineral Interests and/or terminate, unwind, cancel or otherwisedispose of Hedging Transactions during any period between Scheduled Redeterminationsif and to the extent the aggregate amount of the Net Cash Proceeds from such HedgingTransactions and the Recognized Value (measured at the time of such sale ordisposition of such Mineral Interests) of such Mineral Interests does not exceedfive percent (5%) of the Global Borrowing Base in effect during such period;”     H. **Amendment to Hedge Transactions Covenant**. Section 7.11 of the U.S. CreditAgreement shall be amended by inserting the following sentence after the last sentence thereof:“The Borrower will not, nor will the Borrower permit any other Loan Party to, (a) guaranteea commodity price under the Subject Properties Hedge Agreement unless the Borrower hasentered into one or more Hedge Transactions that provide for a commodity price for a volumethat is not materially different from the commodity price and volume guaranteed under theSubject Properties Hedge Agreement, and (b) terminate, unwind, cancel or otherwise disposeof any Hedge Transactions that are entered into to satisfy the requirements of clause (a) ofthis sentence.”     I. **Amendment to Collateral Matters; Hedging Agreements Provision**. Section 10.15 ofthe U.S. Credit Agreement shall be amended and restated in full as follows:“SECTION 10.15 **Collateral Matters; Hedging Agreements**. The benefit of the SecurityDocuments and of the provisions of this Agreement relating to the Collateral shall alsoextend to and be available to the Secured Hedging Providers on a pro rata basis in respectof any Hedging Obligations of the Borrower or any of its Subsidiaries, including any HedgeObligations in existence prior to the date hereof, but excluding any additional transactionsor confirmations entered into (i) after a Secured Hedging Provider
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ceases to be a Lender or an Affiliate of a Lender or (ii) after assignment by a SecuredHedging Provider to another Secured Hedging Provider that is not a Lender or an Affiliate ofa Lender; provided that it is the intention of the parties hereto that repayment ofthe Hedging Obligations of the Borrower and its Subsidiaries under any Hedging Agreementwith a Secured Hedging Provider from realization of any Collateral shall be subject to theterms of the Intercreditor Agreement and Security Documents. No Lender, any Affiliate of aLender, or any Secured Hedging Provider shall have any voting rights under any Loan Documentas a result of the existence of obligations owing to it under any Hedging Agreement.”     **II. ****Amendments to Canadian Credit Agreement**. In reliance on the representations andwarranties of the U.S. Borrower and the Canadian Borrower contained herein, and subject to theterms, and satisfaction of the conditions precedent, set forth in Section XI hereof, theCanadian Credit Agreement shall be amended effective as of the Effective Date in the mannerprovided in this Section II:     A. **Amendment to Definition of Applicable Margin**. The definition of “**ApplicableMargin**” contained in Section 1.1 of the Canadian Credit Agreement shall be amended in theirentirety to read as follows:     “**Applicable Margin**” means:     (a) for any day during the Second-Lien Period, and with respect to anyEurodollar Loans, any Canadian Prime Loans, any U.S. Prime Loans, any Bankers’Acceptances or any Commitment Fees payable hereunder, as the case may be, theapplicable percentage rate per annum set forth below under the caption “EurodollarLoans”, “U.S. Prime Loans”, “Canadian Prime Loans”, “Bankers’ Acceptances StampingFee” or “Commitment Fees”, as the case may be, based on the Global Borrowing BaseUtilization on such date.                   **Bankers’**      **U.S. Prime** **Canadian** **Acceptances**  **Global**   **Loans (in** **Prime Loans** **Stamping Fee** **Commitment****Borrowing Base** **Eurodollar Loan** **basis** **(in basis** **(in basis** **Fees (in basis****Utilization:** **(in basis points)** **points)** **points)** **points)** **points)**Less than 25% 225.0 137.5 137.5 225.0 50.025% or greater andless than 50% 250.0 162.5 162.5 250.0 50.050% or greater andless than 75% 275.0 187.5 187.5 275.0 50.075% or greater andless than 90% 300.0 212.5 212.5 300.0 50.090% or greater 325.0 237.5 237.5 325.0 50.0     (b) for any day other than a day during the Second-Lien Period, and withrespect to any Eurodollar Loans, any Canadian Prime Loans, any U.S. Prime Loans, anyBankers’ Acceptances or any Commitment Fees payable hereunder, as the case may be,the applicable percentage rate per annum set forth below under
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the caption “Eurodollar Loans”, “U.S. Prime Loans”, “Canadian Prime Loans”,“Bankers’ Acceptances Stamping Fee” or “Commitment Fees”, as the case may be, basedon the Global Borrowing Base Utilization on such date.                   **Bankers’**      **U.S. Prime** **Canadian** **Acceptances**  **Global**   **Loans (in** **Prime Loans** **Stamping Fee** **Commitment****Borrowing Base** **Eurodollar Loan** **basis** **(in basis** **(in basis** **Fees (in basis****Utilization:** **(in basis points)** **points)** **points)** **points)** **points)**Less than 25% 200.0 112.5 112.5 200.0 50.025% or greater andless than 50% 225.0 137.5 137.5 225.0 50.050% or greater andless than 75% 250.0 162.5 162.5 250.0 50.075% or greater andless than 90% 275.0 187.5 187.5 275.0 50.090% or greater 300.0 212.5 212.5 300.0 50.0In the case of each of clauses (a) and (b) above, (i) any change in theApplicable Margin will occur automatically without prior notice upon any change inthe Global Borrowing Base Utilization, and (ii) any change in the Applicable Marginshall apply during the period commencing on the effective date of such change andending on the date immediately preceding the effective date of the next such change.     B. **Amendment to Definition of Obligations**. The definition of “**Obligations**”contained in Section 1.1 of the Canadian Credit Agreement shall be amended by deleting thereference to “Lender or any Affiliate of a Lender” and inserting the following in lieu thereof:“Secured Hedging Provider, including any Hedge Agreement in existence prior to the date hereof, butexcluding any additional transactions or confirmations entered into (i) after such Secured HedgingProvider ceases to be a Lender or an Affiliate of a Lender or (ii) after assignment by a SecuredHedging Provider to another Secured Hedging Provider that is not a Lender or an Affiliate of aLender”.     C. **Additional Definitions**. Section 1.1 of the Canadian Credit Agreement shall beamended by inserting the following definitions in appropriate alphabetical order:     “**Defaulting Lender**” means any Lender, as reasonably determined by theGlobal Administrative Agent, that has (a) failed to fund any portion of its Loans orparticipations in Letters of Credit or Swingline Loans within three Business Days ofthe date required to be funded by it hereunder, (b) notified the Borrower, theGlobal Administrative Agent, the Issuing Bank, the Accepting Lender or any Lender inwriting that it does not intend to comply with any of its funding obligations underthis Agreement or has made a public statement to the effect that it does not intendto comply with its funding obligations under this Agreement, (c) failed, withinthree Business Days after request by the Global Administrative Agent, to confirmthat it will comply with the terms of this Agreement relating to
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its obligations tofund prospective Loans and participations in then outstandingLetters of Credit and BA Loans; provided that any such Lender shall cease to bea Defaulting Lender under this clause (c) upon receipt of such confirmation by theGlobal Administrative Agent, (d) otherwise failed to pay over to the GlobalAdministrative Agent or any other Lender any other amount required to be paid by ithereunder within three Business Days of the date when due, unless the subject of agood faith dispute, or (e) become the subject of a bankruptcy or insolvencyproceeding, or has had a receiver, conservator, trustee or custodian appointed forit, or has taken any action in furtherance of, or indicating its consent to,approval of or acquiescence in any such proceeding or appointment or has a parentcompany that has become the subject of a bankruptcy or insolvency proceeding, or hashad a receiver, conservator, trustee or custodian appointed for it, or has taken anyaction in furtherance of, or indicating its consent to, approval of or acquiescencein any such proceeding or appointment; provided that a Lender shall not be aDefaulting Lender solely by virtue of the ownership or acquisition of any EquityInterest in such Lender or a parent company thereof by a Governmental Authority oran instrumentality thereof.     “**Secured Hedging Provider**” means any Person that is a party to aHedging Agreement with the Borrower or any of its Subsidiaries that entered intosuch Hedging Agreement while such Person was a Lender or an Affiliate of a Lender,whether or not such Person at any time ceases to be a Lender or an Affiliate of aLender, as the case may be.     D. **Amendment to Replacement of Lenders Provision**. Clause (iv) of Section 2.19(b) ofthe Canadian Credit Agreement shall be deleted and replaced in its entirety with the following:     “any Lender becomes a Defaulting Lender hereunder,”     E. **Defaulting Lenders Provision**. Article II of the Canadian Credit Agreement shall beamended to add the new Section 2.22 at the end thereof which shall read in full as follows:     “SECTION 2.22 **Defaulting Lenders**. Notwithstanding any provision ofthis Agreement to the contrary, if any Lender becomes a Defaulting Lender, then,until such time as such Lender is no longer a Defaulting Lender or is removed as aLender pursuant to Section 2.19, the following provisions shall apply:     (a) if any BA Exposure or LC Exposure exists at the time a Lenderbecomes a Defaulting Lender, then the Borrower shall within one Business Dayfollowing notice by the Global Administrative Agent (A)(x) first, prepaysuch BA Exposure and (y) second, cash collateralize such Defaulting Lender’sLC Exposure in accordance with the procedures set forth in Section 2.4(i)until the date such LC Exposure is no longer outstanding, or (B) enter intoarrangements satisfactory to the Global
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Administrative Agent, the AcceptingLender, the Issuing Bank, and the Borrower;     (b) so long as any Lender is a Defaulting Lender, the Accepting Lendershall not be required to accept any Bankers’ Acceptance and the Issuing Bankshall not be required to issue, amend or increase any Letter of Credit,unless it is satisfied that cash collateral will be provided by the Borrowerin accordance with Section 2.22(a) (or such other arrangements as aresatisfactory to the Global Administrative Agent, the Accepting Lender, theIssuing Bank, and the Borrower); and     (c) for the avoidance of doubt, the Borrower shall retain and reserveits other rights and remedies respecting each Defaulting Lender.”     F. **Amendment to Collateral Matters; Hedging Agreements Provision**. Section 10.15 ofthe Canadian Credit Agreement shall be amended and restated in full as follows:     “SECTION 10.15 **Collateral Matters; Hedging Agreements**. The benefit of the SecurityDocuments and of the provisions of this Agreement relating to the Collateral shall also extend toand be available to the Secured Hedging Providers on a pro rata basis in respect of any HedgingObligations of the Borrower or any of its Subsidiaries, including any Hedge Obligations inexistence prior to the date hereof, but excluding any additional transactions or confirmationsentered into (i) after a Secured Hedging Provider ceases to be a Lender or an Affiliate of a Lenderor (ii) after assignment by a Secured Hedging Provider to another Secured Hedging Provider that isnot a Lender or an Affiliate of a Lender; provided that it is the intention of the partieshereto that repayment of the Hedging Obligations of the Borrower and its Subsidiaries under anyHedging Agreement with a Secured Hedging Provider from realization of any Collateral shall besubject to the terms of the Intercreditor Agreement and Security Documents. No Lender, anyAffiliate of a Lender, or any Secured Hedging Provider shall have any voting rights under any LoanDocument as a result of the existence of obligations owing to it under any Hedging Agreement.”     **III.****Global Borrowing Base**.     A. Subject to adjustments pursuant to Sections 2.8(d), (e), (g), and (h) of the U.S. CreditAgreement or Sections 2.7(d), (e), (g), and (h) of the Canadian Credit Agreement, by execution ofthis Amendment, each of the Global Administrative Agent, the Combined Lenders, the U.S. Borrowerand the Canadian Borrower agree during the period from the date hereof to the date of the nextredetermination of the Global Borrowing Base (as defined in each of the Combined Credit Agreements)pursuant to the provisions of Section 2.8 of the U.S. Credit Agreement or Section 2.7 of theCanadian Credit Agreement that (a) the Global Borrowing Base (as defined in each of the CombinedCredit Agreements) shall be reaffirmed at U.S.$1,200,000,000, (b) the U.S. Borrowing Base shallequal U.S.$950,000,000, (c) the Allocated U.S. Borrowing Base (as defined in each of the CombinedCredit Agreements) shall equal U.S.$900,000,000, and (d) the Allocated Canadian Borrowing Base (asdefined in each of the Combined Credit Agreements) shall equal U.S.$300,000,000.
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     B. Each of the Global Administrative Agent, the Combined Lenders, the U.S. Lenders, the U.S.Borrower and the Canadian Borrower agree and acknowledge that (a) the determination of the GlobalBorrowing Base (as defined in each of the Combined CreditAgreements) and U.S. Borrowing Base set forth in Section III.A of this Amendment isthe calendar year 2009 Scheduled Redetermination of the Global Borrowing Base (as defined in eachof the Combined Credit Agreements) and the U.S. Borrowing Base pursuant to Section 2.8(b) of theU.S. Credit Agreement or Section 2.7(b) of the Canadian Credit Agreement and (b) suchdetermination of the Global Borrowing Base (as defined in each of the Combined Credit Agreements)and the U.S. Borrowing Base shall not be considered as a request for a “discretionarydetermination” of the Global Borrowing Base (as defined in each of the Combined Credit Agreements)and the U.S. Borrowing Base by the Borrower, the Global Administrative Agent, the Required Lenders(in the case of the Global Borrowing Base) or the U.S. Supermajority Lenders (in the case of theU.S. Borrowing Base) for the purposes of Section 2.8(e) of the U.S. Credit Agreement or Section2.7(e) of the Canadian Credit Agreement.     C. In accordance with Section 2.1(c) of each of the U.S. Credit Agreement and the CanadianCredit Agreement, the Global Administrative Agent hereby notifies the Canadian AdministrativeAgent, the Combined Lenders, the U.S. Borrower and the Canadian Borrower of the reallocation of theGlobal Commitments under the Combined Credit Agreements as set forth and described on Schedule 2.1– U.S. Credit Agreement and Schedule 2.1 – Canadian Credit Agreement attached hereto.     D. The parties hereto agree that the Global Borrowing Base and the U.S. Borrowing Base shallbe redetermined on or about November 1, 2009 (or such date promptly thereafter as reasonablypossible (a) based on the Reserve Report delivered and such other engineering, production,operating and other data delivered to the Global Administrative Agent by the U.S. Borrower and (b)in accordance with, and consistent with, the provisions of Section 2.8(e) of the U.S. CreditAgreement). The U.S. Borrower shall furnish to the Global Administrative Agent a Reserve Report inform and substance reasonably satisfactory to the Global Administrative Agent on or prior toOctober 1, 2009, to facilitate such redetermination which shall otherwise be conducted inaccordance with Section 2.8(e) of the U.S. Credit Agreement. For the avoidance of doubt, thisredetermination shall be in addition to, and shall not be considered as a request for, any otherredetermination of the Global Borrowing Base (as defined in each of the Combined Credit Agreements)or the U.S. Borrowing Base required or permitted under the U.S. Credit Agreement or the CanadianCredit Agreement, including, without limitation, any discretionary redetermination permitted underthe U.S. Credit Agreement or the Canadian Credit Agreement.     **IV. ****Rearrangement of Existing Loans**. As of the Effective Date and in connection withthe redeterminations set forth in Section III hereof:     A. All of the Combined Commitments and outstanding Combined Obligations under the CombinedCredit Agreements as of the date of such effectiveness shall hereby be restructured, rearranged,renewed, extended and continued under the applicable Combined Credit Agreement (as amended hereby)and all Combined Loans and Letters of Credit (as defined in each of the Combined Credit Agreements)outstanding under the applicable Combined Credit Agreement as of the date of such effectivenessshall hereby become Combined Loans and Letters
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of Credit (as defined in each of the Combined CreditAgreements) outstanding under the applicable Combined Credit Agreement (as amended hereby).     B. In connection herewith, the Combined Lenders party to the Combined Credit Agreements priorto the effectiveness of this Amendment (the “**Existing Lenders**”) hereby sell, assign,transfer and convey, and the Combined Lenders hereby purchase and accept, so much of the aggregateCombined Commitments under, Combined Loans outstanding under, and participations in Letters ofCredit (as defined in each of the Combined Credit Agreements) issued pursuant to, the CombinedCredit Agreements such that the Combined Commitment of each Combined Lender shall be as set forthon “Schedule 2.1 – U.S. Credit Agreement Global Commitments and Commitments Upon Effective Date”and “Schedule 2.1 – Canadian Credit Agreement Global Commitments and Commitments Upon EffectiveDate,” each as attached to this Amendment. The foregoing assignments, transfers and conveyancesare without recourse to the Existing Lenders and without any warranties whatsoever by any Agent,any Issuing Bank or any Existing Lender as to title, enforceability, collectability, documentationor freedom from liens or encumbrances, in whole or in part, other than the warranty of eachExisting Lender that it has not previously sold, transferred, conveyed or encumbered suchinterests.     **V. ****Amendment to Schedule 2.1 of U.S. Credit Agreement**. In reliance on therepresentations and warranties of the U.S. Borrower and the Canadian Borrower contained herein, andsubject to the terms, and satisfaction of the conditions precedent, set forth in Section XIhereof, Schedule 2.1 to the U.S. Credit Agreement shall be deleted in its entirety and “Schedule2.1 – U.S. Credit Agreement Global Commitments and Commitments Upon Effective Date” attached tothis Amendment shall be substituted in lieu thereof, effective as of the Effective Date.     **VI. ****Amendment to Schedule 2.1 of Canadian Credit Agreement**. In reliance on therepresentations and warranties of the U.S. Borrower and the Canadian Borrower contained herein, andsubject to the terms, and satisfaction of the conditions precedent, set forth in Section XIhereof, Schedule 2.1 to the Canadian Credit Agreement shall be deleted in its entirety and“Schedule 2.1 – Canadian Credit Agreement Global Commitments and Commitments Upon Effective Date”attached to this Amendment shall be substituted in lieu thereof, effective as of the EffectiveDate.     **VII.****Consent to Subject Transactions**. The consummation of the Subject Transactions(or certain transactions comprising the Subject Transactions) are, without giving effect to thisAmendment, prohibited by certain provisions of the Combined Credit Agreements and the otherCombined Loan Documents, including, without limitation, Section 7.5 of the U.S. Credit Agreement,and the U.S. Borrower and the Canadian Borrower hereby request that the Combined Lenders consent tothe consummation of the Subject Transactions. In reliance on the representations and warranties ofthe U.S. Borrower and the Canadian Borrower contained herein, and subject to the terms, andsatisfaction of the conditions precedent, set forth in Section X hereof, the ConsentingCombined Lenders hereby consent to the consummation of the Subject Transactions as of the SubjectTransactions Closing Date (hereinafter defined). Effective as of the Subject Transactions ClosingDate, the Global Administrative Agent is hereby authorized and directed to execute and deliver suchdocuments and instruments, including
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without limitation lien releases, as may be required torelease the Liens of the Global Administrative Agent upon the Subject Properties.     **VIII.****Amendments Effective Upon Subject Transactions Closing Date**. Upon the SubjectTransactions Closing Date, the following additional amendments shall be effective:     A. **Global Borrowing Base**.     1. Subject to adjustments pursuant to Sections 2.8(d), (e), (g), and (h) of the U.S.Credit Agreement or Sections 2.7(d), (e), (g), and (h) of the Canadian Credit Agreement, byexecution of this Amendment, and except as provided in Section VIII.D below, each ofthe Global Administrative Agent, the Combined Lenders, the U.S. Borrower and the CanadianBorrower agree during the period from the date hereof to the date of the nextredetermination of the Global Borrowing Base (as defined in each of the Combined CreditAgreements) pursuant to the provisions of Section 2.8 of the U.S. Credit Agreement orSection 2.7 of the Canadian Credit Agreement that (a) the Global Borrowing Base (as definedin each of the Combined Credit Agreements) shall be decreased to U.S.$1,125,000,000, (b) theU.S. Borrowing Base shall be decreased to U.S.$875,000,000, (c) the Allocated U.S. BorrowingBase (as defined in each of the Combined Credit Agreements) shall equal U.S.$825,000,000,and (d) the Allocated Canadian Borrowing Base (as defined in each of the Combined CreditAgreements) shall equal U.S.$300,000,000.     2. Each of the Global Administrative Agent, the Combined Lenders, the U.S. Lenders, theU.S. Borrower and the Canadian Borrower agree and acknowledge that (a) the determination ofthe Global Borrowing Base (as defined in each of the Combined Credit Agreements) and U.S.Borrowing Base set forth in Section VIII.A.1 of this Amendment is not a ScheduledRedetermination of the Global Borrowing Base (as defined in each of the Combined CreditAgreements) and the U.S. Borrowing Base pursuant to Section 2.8(b) of the U.S. CreditAgreement or Section 2.7(b) of the Canadian Credit Agreement and (b) such determination ofthe Global Borrowing Base (as defined in each of the Combined Credit Agreements) and theU.S. Borrowing Base shall not be considered as a request for a “discretionary determination”of the Global Borrowing Base (as defined in each of the Combined Credit Agreements) and theU.S. Borrowing Base by the Borrower, the Global Administrative Agent or the Required Lendersfor the purposes of Section 2.8(e) of the U.S. Credit Agreement or Section 2.7(e) of theCanadian Credit Agreement.     3. In accordance with Section 2.1(c) of each of the U.S. Credit Agreement and theCanadian Credit Agreement, the Global Administrative Agent hereby notifies the CanadianAdministrative Agent, the Combined Lenders, the U.S. Borrower and the Canadian Borrower ofthe reallocation of the Global Commitments under the Combined Credit Agreements as set forthand described on “Schedule 2.1 – U.S. Credit Agreement Global Commitments and CommitmentsUpon Subject Transactions Closing Date” and “Schedule 2.1 – Canadian Credit Agreement GlobalCommitments and Commitments Upon Subject Transactions Closing Date” attached hereto, exceptas provided in Section VIII.D below.
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     B. **Amendment to Schedule 2.1 of U.S. Credit Agreement**. Subject to SectionVIII.D below, in reliance on the representations and warranties of the U.S. Borrower and theCanadian Borrower contained herein, and subject to the terms, and satisfaction of theconditions precedent, set forth in Section X hereof, Schedule 2.1 to the U.S. CreditAgreement shall be deleted in its entirety and “Schedule 2.1 – U.S. Credit Agreement GlobalCommitments and Commitments Upon Subject Transactions Closing Date” attached to this Amendmentshall be substituted in lieu thereof, effective as of the Subject Transactions Closing Date.     C. **Amendment to Schedule 2.1 of Canadian Credit Agreement**. Subject to SectionVIII.D below, in reliance on the representations and warranties of the U.S. Borrower and theCanadian Borrower contained herein, and subject to the terms, and satisfaction of the conditionsprecedent, set forth in Section X hereof, Schedule 2.1 to the Canadian Credit Agreementshall be deleted in its entirety and “Schedule 2.1 – Canadian Credit Agreement Global Commitmentsand Commitments Upon Subject Transactions Closing Date” attached to this Amendment shall besubstituted in lieu thereof, effective as of the Subject Transactions Closing Date.     D. **Optional Borrowing Base Redetermination Related to Subject Transactions**. On orafter April 20, 2009 and on or before the earlier of (i) the consummation of the SubjectTransactions or (ii) June 30, 2009, the U.S. Borrower shall have the right by written notice to theGlobal Administrative Agent to request a discretionary redetermination of the Global Borrowing Baseand the U.S. Borrowing Base. The U.S. Borrower shall comply with the terms of Section 2.8(e) ofthe U.S. Credit Agreement in seeking such discretionary redetermination; provided that, for theavoidance of doubt, the discretionary redetermination contemplated by this Section VIII.Dshall not constitute a usage by the U.S. Borrower of its right once per calendar year to request anunscheduled redetermination pursuant to Section 2.8(e) of the U.S. Credit Agreement or Section2.7(e) of the Canadian Credit Agreement. If the results of this discretionary redetermination arefavorable to the U.S. Borrower (i.e., the Global Borrowing Base and/or the U.S. Borrowing Base aregreater than the Global Borrowing Base and/or the U.S. Borrowing Base set forth inSection VIII.A) and the U.S. Borrower agrees with such redetermination, the U.S. Borrowershall execute such documents as the Global Administrative Agent may require to confirm suchredetermination, and the Global Administrative Agent shall provide a revised Schedule 2.1 to U.S.Credit Agreement, which shall replace “Schedule 2.1 – U.S. Credit Agreement Global Commitments andCommitments Upon Subject Transactions Closing Date,” and a revised Schedule 2.1 to Canadian CreditAgreement, which shall replace “Schedule 2.1 – Canadian Credit Agreement Global Commitments andCommitments Upon Subject Transactions Closing Date.” If the results of this discretionaryredetermination are unfavorable to the U.S. Borrower, such determination shall not be effective andthe provisions of Section VIII.A above shall be effective upon the occurrence of theSubject Transactions Closing Date until the next scheduled or discretionary redetermination of theGlobal Borrowing Base and the U.S. Borrowing Base shall occur.     **IX. ****Rearrangement of Existing Loans**. As of the Subject Transactions Closing Date andin connection with the redeterminations set forth in Sections VIII.A or VIII.D hereof:     A. All of the Combined Commitments and outstanding Combined Obligations under the CombinedCredit Agreements as of the Subject Transactions Closing Date shall hereby be
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restructured,rearranged, renewed, extended and continued under the applicable Combined Credit Agreement (asamended hereby) and all Combined Loans and Letters of Credit (as defined ineach of the Combined Credit Agreements) outstanding under the applicable Combined CreditAgreement as of the Subject Transactions Closing Date shall hereby become Combined Loans andLetters of Credit (as defined in each of the Combined Credit Agreements) outstanding under theapplicable Combined Credit Agreement (as amended hereby).     B. In connection herewith, the Combined Lenders party to the Combined Credit Agreements priorto the Subject Transactions Closing Date (the “**Subject Transactions Existing Lenders**”)hereby sell, assign, transfer and convey, and the Combined Lenders hereby purchase and accept, somuch of the aggregate Combined Commitments under, Combined Loans outstanding under, andparticipations in Letters of Credit (as defined in each of the Combined Credit Agreements) issuedpursuant to, the Combined Credit Agreements such that the Combined Commitment of each CombinedLender shall be as set forth on “Schedule 2.1 – U.S. Credit Agreement Global Commitments andCommitments Upon Subject Transactions Closing Date” and “Schedule 2.1 – Canadian Credit AgreementGlobal Commitments and Commitments Upon Subject Transactions Closing Date,” each as attached tothis Amendment, subject to adjustments that may occur as a result of Section VIII.D andadjustments to reflect any subsequent assignment permitted under Section 10.4 of the U.S. CreditAgreement and the Canadian Credit Agreement. The foregoing assignments, transfers and conveyancesare without recourse to the Subject Transactions Existing Lenders and without any warrantieswhatsoever by any Agent, any Issuing Bank or any Subject Transactions Existing Lender as to title,enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or inpart, other than the warranty of each Subject Transactions Existing Lender that it has notpreviously sold, transferred, conveyed or encumbered such interests.     **X. ****Effectiveness of Subject Transactions**. The consent contained in SectionVII hereof shall be effective as of the date when the following conditions precedent have beensatisfied (the “**Subject Transactions Closing Date**”**)**:     A. The Subject Transactions shall be consummated on or prior to June 30, 2009 and onmaterially the same terms and conditions described in the MOU (including, without limitation, theSubject Transactions shall be consummated for the consideration set forth therein), and the GlobalAdministrative Agent shall have received (i) copies of all material agreements evidencing theSubject Transactions, including any and all supplements, amendments or modifications thereto, whichdocuments, and supplements, amendments or modifications thereto shall be certified by the Borroweras true, correct and complete, and all of which agreements shall be reasonably satisfactory to theGlobal Administrative Agent in its sole discretion, (ii) evidence that the Subject Transactionsshall close simultaneously with the occurrence of the Subject Transactions Closing Date, allconditions precedent to the effectiveness of the Subject Transactions shall have been satisfied orwaived to the extent not materially adverse to the interests of the Combined Lenders and all NetCash Proceeds thereof shall have been paid to reduce the Obligations (as defined after givingeffect to this Amendment) to the extent required to comply with the U.S. Credit Agreement andSection X.C of this Amendment, and thereafter to prepay a portion of the Second-Lien TermDebt to the extent expressly required under the Second Lien Credit Agreement, and (iii) any otherdocuments and
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information regarding the Subject Transactions reasonably requested by the GlobalAdministrative Agent.     B. The Global Administrative Agent shall have received counterparts of such Security Documents(if any), duly executed and delivered by the applicable Loan Parties, as applicable, all relatedfinancing statements and a customary legal opinion to the extent reasonably requested by the GlobalAdministrative Agent or its counsel, such that the representations and warranties contained in theCombined Credit Agreements, including, without limitation, Section 3.5, Section 3.7 and Section3.25 of the U.S. Credit Agreement and Section 3.16 of the Canadian Credit Agreement, and thecovenants contained in the Combined Credit Agreements, including, without limitation, Section 5.17of the U.S. Credit Agreement and Section 5.10 of the Canadian Credit Agreement (in each case aftergiving effect to this Amendment), are true and correct in all material respects on the SubjectTransactions Closing Date.     C. On the Subject Transactions Closing Date, and after giving effect to the consummation ofthe Subject Transactions, any payments required under the Second Lien Loan Documents relatedthereto, and the terms of this Amendment (for the avoidance of doubt, including, withoutlimitation, the amendments in Section VIII of this Amendment), no Default, Event ofDefault, Global Borrowing Base Deficiency, U.S. Borrowing Base Deficiency or Global AvailabilityDeficiency shall have occurred which is continuing, nor shall any Subject Transaction result in anyDefault, Event of Default, Global Borrowing Base Deficiency, U.S. Borrowing Base Deficiency orGlobal Availability Deficiency (calculated both before and after giving effect to the terms of thisAmendment, including, without limitation, the reduction in the Global Borrowing Base set forth inSection VIII.A.1 of this Amendment [for the avoidance of doubt, the sum of the GlobalAvailability and Excess Available Cash of the U.S. Borrower shall not be less than an amount equalto the greater of (i) 10% of $1,125,000,000 (or such other amount as may be determined to be theGlobal Borrowing Base pursuant to Section VIII.D) and (ii) $100,000,000]).     D. The Combined Borrowers shall have paid all reasonable out-of-pocket fees and expenses ofcounsel for the Global Administrative Agent incurred as of the Subject Transactions Closing Date,to the extent the same have been invoiced and sent to the U.S. Borrower at least two (2) BusinessDays prior to such applicable date, including all such out-of-pocket fees and expenses incurred inconnection with the preparation, negotiation and execution of this Amendment and the other CombinedLoan Documents to be executed and delivered in connection therewith.     E. The Collateral and Borrowing Base Properties shall be free and clear of all Liens, exceptPermitted Encumbrances. All filings, notices, recordings and other action necessary to perfect theLiens in the Collateral shall have been made, given or accomplished or arrangements for thecompletion thereof reasonably satisfactory to the Global Administrative Agent and its counsel shallhave been made and all filing fees and other expenses related to such actions shall either havebeen paid in full or arrangements shall have been made for their payment in full which arereasonably satisfactory to the Global Administrative Agent.
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     F. The Global Administrative Agent shall have received a certificate, signed by an AuthorizedOfficer of the U.S. Borrower, (i) stating that no event or condition has occurred since December31, 2008, which would reasonably be expected to have a Material Adverse Effect, (ii) stating thatupon delivery of such certificate, all conditions precedent set forth in Section X ofthis Amendment have been satisfied or waived by the Majority Lenders, and (iii) confirming itscalculation that no consent to the Subject Transaction is required under Section 7.05(h) of theSecond Lien Credit Agreement.     G. The Global Administrative Agent shall have received evidence that the U.S. Borrower hascaused all Liens required to be granted to the Second Lien Administrative Agent pursuant to theterms of the Second-Lien Loan Documents (if any) to be granted simultaneously herewith.     H. The Global Administrative Agent shall have received such other customary legal opinions,instruments and documents as any of the Global Administrative Agent, the Combined Lenders or theircounsel may have reasonably requested.     **XI. ****Conditions Precedent to Amendment**. This Amendment shall be effective as of thedate first set forth above when the following conditions precedent have been satisfied (the“**Effective Date**”):     A. The Global Administrative Agent shall have received counterparts hereof duly executed bythe U.S. Borrower, the Canadian Borrower, the Global Administrative Agent, the CanadianAdministrative Agent and the Majority Lenders (or, in the case of any party as to which an executedcounterpart shall not have been received, telegraphic, telex, or other written confirmation fromsuch party of execution of a counterpart hereof by such party).     B. The Combined Borrowers shall have paid (i) all reasonable out-of-pocket fees and expensesof counsel for the Global Administrative Agent incurred, to the extent the same have been invoicedand sent to the U.S. Borrower at least two (2) Business Days prior to the Effective Date, includingall such out-of-pocket fees and expenses incurred in connection with the preparation, negotiationand execution of this Amendment and any other Combined Loan Documents to be executed and deliveredin connection therewith and (ii) any and all fees payable to Global Administrative Agent or certainCombined Lenders pursuant to or in connection with this Amendment in consideration for theagreements set forth herein.     C. Each Combined Lender whose Global Commitment is increasing or decreasing hereunder that hasrequested a Note shall have received a duly completed and executed Note, payable to the order ofsuch Combined Lender.     D. If, on the Effective Date, any Eurodollar Borrowings are outstanding under the CombinedCredit Agreements and if the Effective Date is not the last day of the Interest Period(s) inrespect of such Eurodollar Borrowings, the Combined Borrowers shall have paid any compensationrequired under Section 2.17 of the U.S. Credit Agreement and Section 2.16 of the Canadian CreditAgreement.
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     E. No Default, Event of Default, Global Borrowing Base Deficiency, U.S. Borrowing BaseDeficiency or Global Availability Deficiency shall have occurred which is continuing.     **XII.****Reaffirmation of Representations and Warranties**. To induce the Combined Lendersand the Global Administrative Agent to enter into this Amendment, the U.S. Borrower and theCanadian Borrower hereby reaffirm, as of the date hereof, the following:          (i) The representations and warranties of each Loan Party (as such term is defined inthe U.S. Credit Agreement and the Canadian Credit Agreement, collectively, the “**CombinedLoan Parties**”) set forth in the Combined Loan Documents to which it is a party are trueand correct on and as of the date hereof (or, if stated to have been made expressly as of anearlier date, were true and correct in all material respects as of such date and, except tothe extent waived in writing by the Combined Lenders, the Required Lenders, the MajorityLenders, the U.S. Lenders or the U.S. Required Lenders, as applicable).          (ii) Each of the Combined Loan Parties (a) is a corporation or limited partnership dulyincorporated or organized (as applicable), validly existing and in good standing under thelaws of its jurisdiction of incorporation or organization, (b) has all corporate or limitedpartnership power (as applicable) and all material governmental licenses, authorizations,consents and approvals required to carry on its businesses as now conducted and as proposedto be conducted, and (c) is duly qualified to transact business as a foreign corporation orlimited partnership in each jurisdiction where a failure to be so qualified would reasonablybe expected to have a Material Adverse Effect.          (iii) The execution, delivery and performance of this Amendment and the other CombinedLoan Documents by each Combined Loan Party (to the extent each Combined Loan Party is aparty to this Amendment and such Combined Loan Documents) (a) are within such Combined LoanParty’s corporate or limited partnership powers, (b) when executed will be duly authorizedby all necessary corporate or limited partnership action, (c) require no action by or inrespect of, or filing with, any Governmental Authority (other than (1) actions or filingspursuant to the Exchange Act and (2) actions or filings that have been taken or made and arein full force and effect) and (d) do not contravene, or constitute a default under, anyprovision of applicable Governmental Rule (including, without limitation, Regulation U) orof the articles or certificate of incorporation, bylaws, regulations, partnership agreementor comparable charter documents of any Combined Loan Party or of any agreement, judgment,injunction, order, decree or other instrument binding upon any Combined Loan Party or resultin the creation or imposition of any Lien on any Borrowing Base Property or Collateral otherthan the Liens securing the Combined Obligations.          (iv) This Amendment and each other Combined Loan Document constitutes, or when executedand delivered will constitute, valid and binding obligations of each Combined Loan Partywhich is a party thereto, enforceable against each such Combined Loan Party which executesthe same in accordance with its terms except as the enforceability thereof may be limited by(a) bankruptcy, insolvency, reorganization,
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moratorium, or similar Governmental Rulesaffecting creditors’ rights generally, and (b) equitable principles of general applicability(whether enforcement is sought by proceedings at law or in equity).          (v) Neither a Default nor an Event of Default has occurred and will exist under eitherCombined Credit Agreement after giving effect to the transactions contemplated by thisAmendment or the other Combined Loan Documents or the Subject Transactions, after givingeffect to the amendments and consents contained herein. Neither the U.S. Borrower or any ofits Subsidiaries nor the Canadian Borrower or any of its Subsidiaries is in default under,nor has any event or circumstance occurred which, but for the expiration of any applicablegrace period or the giving of notice, or both, would constitute a default under, anyMaterial Agreement to which the U.S. Borrower or any of its Subsidiaries or the CanadianBorrower or any of its Subsidiaries is a party or by which the U.S. Borrower or any of itsSubsidiaries or the Canadian Borrower or any of its Subsidiaries is bound which defaultwould reasonably be expected to have a Material Adverse Effect. The U.S. Borrower is incompliance with the financial covenants set forth in Article VI of the U.S. CreditAgreement.          (vi) No event or events have occurred since December 31, 2008 which individually or inthe aggregate would reasonably be expected to have a Material Adverse Effect.     **XIII.****Defined Terms**. Capitalized terms used herein when defined in the U.S. CreditAgreement shall have the same meanings herein unless the context otherwise requires.     **XIV.****Reaffirmation of Combined Credit Agreements**. This Amendment shall be deemed tobe an amendment to the Combined Credit Agreements, and the Combined Credit Agreements, as amendedhereby, are hereby ratified, approved and confirmed in each and every respect. All references tothe Combined Credit Agreements herein and in any other document, instrument, agreement or writingshall hereafter be deemed to refer to the Combined Credit Agreements as amended hereby.     **XV. ****Governing Law**. **THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OFTHE STATE OF TEXAS.**     **NOTWITHSTANDING THE FOREGOING SENTENCE AND AFTER GIVING EFFECT TO THE TEXTUAL AMENDMENTSCONTAINED IN****SECTIONS I, II, V, VI AND VIII****OF THIS AMENDMENT, (i) THE U.S. CREDITAGREEMENT (AS AMENDED HEREBY) SHALL CONTINUE TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,THE LAW SPECIFIED IN SECTION 10.****9(a)****OF THE U.S. CREDIT AGREEMENT, AND (ii) THE CANADIAN CREDITAGREEMENT (AS AMENDED HEREBY) SHALL CONTINUE TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,THE LAW SPECIFIED IN SECTION 10.****9(a)****OF THE CANADIAN CREDIT AGREEMENT.**     **XVI.****Severability of Provisions**. Any provision of this Amendment held to be invalid,illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
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extent of such invalidity, illegality or unenforceability without affecting the validity, legalityand enforceability of the remaining provisions hereof; and the invalidity of a particular provisionin a particular jurisdiction shall not invalidate such provision in any other jurisdiction.     **XVII.****Counterparts**. This Amendment may be executed in counterparts (and by differentparties hereto on different counterparts), each of which shall constitute an original, but all ofwhich when taken together shall constitute a single contract. Delivery of an executed counterpartof a signature page of this Amendment by telecopy (or other electronic transmission acceptable tothe Global Administrative Agent) shall be effective as delivery of a manually executed counterpartof this Amendment.     **XVIII.****Headings**. Article and Section headings used herein are for convenience ofreference only, are not part of this Amendment and shall not affect the construction of, or betaken into consideration in interpreting, this Amendment.     **XIX.****Successors and Assigns**. This Amendment shall be binding upon and inure to thebenefit of the parties hereto and their respective successors and assigns permitted hereby(including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that neitherthe U.S. Borrower nor the Canadian Borrower may assign or otherwise transfer any of its rights orobligations hereunder without the prior written consent of the Global Administrative Agent, eachIssuing Bank and each Combined Lender (and any attempted assignment or transfer by either the U.S.Borrower or the Canadian Borrower without such consent shall be null and void). Nothing in thisAmendment, expressed or implied, shall be construed to confer upon any Person (other than theparties hereto, and their respective successors and assigns permitted hereby) any legal orequitable right, remedy or claim under or by reason of this Amendment.     **XX. ****No Oral Agreements**. **THIS AMENDMENT, THE COMBINED CREDIT AGREEMENTS, AS AMENDEDHEREBY, AND THE OTHER COMBINED LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN AND AMONG THEPARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BYEVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NOUNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.**     **XXI.****Loan Document****. This Amendment constitutes a “Loan Document,” a “Canadian LoanDocument” and a “Combined Loan Document” under and as defined in the U.S. Credit Agreement, and a“Loan Document,” a “U.S. Loan Document” and a “Combined Loan Document” under and as defined in theCanadian Credit Agreement.***[Signature Pages to Follow]*
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     IN WITNESS WHEREOF, the U.S. Borrower, the Canadian Borrower, the undersigned CombinedLenders, the Global Administrative Agent and the Canadian Administrative Agent have executed thisAmendment as of the date first above written.      **U.S. BORROWER**