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time of not greater than U.S. $500,000,000, including all renewals, refinancings,replacements, and extensions thereof to the extent permitted hereunder and made inaccordance with the terms of the Combined Loan Documents (including Section7.14), provided, that, except, in the case of each of clauses (ii), (iv)and (vi) below, to the extent such Indebtedness is on materially the same or morefavorable terms for the Borrower as the terms of the Existing Subordinate Notesissued pursuant to the Existing Subordinated Note Indenture (other than interestrate and principal amount), all such Indebtedness (i) has a maturity date at leastsix (6) months after the Maturity Date, (ii) except to the extent any suchprepayments are made in accordance with subsection (y) to the proviso in Section7.14, is not permitted to be prepaid (other than by the conversion of any suchIndebtedness into the capital stock of the Borrower) without the written consent ofthe Global Administrative Agent and the Majority Lenders, (iii) has a coupon not inexcess of nine percent (9%), (iv) contains covenants not materially more onerous toBorrower and its Subsidiaries than those contained in the Combined Loan Documents,(v) requires no scheduled principal amortization prior to the sixth anniversary ofthe Closing Date, and (vi) is otherwise on market terms and conditions as of thetime of issuance thereof.B.      The references to “U.S. $300,000,000” contained in Section 7.1(o), Section 7.6 and Section 7.14of the U.S. Credit Agreement are hereby replaced with “U.S. $500,000,000”.          **II.**      **Amendment to Canadian Credit Agreement**.A.      The definition of “**Permitted Senior Notes Debt**” contained in Section 1.1 of the CanadianCredit Agreement is hereby amended in its entirety to read as follows:          “**Permitted Senior Notes Debt**” means any unsecured Indebtedness (inaddition to, and not including, Existing Subordinate Debt) of the Parent, and anyGuarantees thereof by Subsidiaries, incurred or assumed after the date of thisAgreement and resulting from one or more issuances of Parent’s senior unsecuredsubordinate notes in an aggregate outstanding principal balance at any time of notgreater than U.S. $500,000,000, including all renewals, refinancings, replacements,and extensions thereof to the extent permitted hereunder and made in accordance withthe terms of the Combined Loan Documents (including Section 7.14 of the U.S. CreditAgreement), provided, that, except, in the case of each of clauses (ii),(iv) and (vi) below, to the extent such Indebtedness is on materially the same ormore favorable terms for the Parent as the terms of the Existing Subordinate Notesissued pursuant to the Existing Subordinated Note Indenture (other than interestrate and principal amount), all such Indebtedness (i) has a maturity date at leastsix (6) months after the Maturity Date, (ii) except to the extent any suchprepayments are made in accordance with subsection (y) to the proviso in Section7.14 of the U.S. Credit Agreement, is not permitted to be prepaid (other than by theconversion of any such Indebtedness into the capital stock of the Parent) withoutthe written consent of the Global Administrative Agent and the Majority Lenders,(iii) has a coupon not in excess of nine percent (9%), (iv) contains covenants notmaterially more onerous to Parent and its
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Subsidiaries than those contained in the Combined Loan Documents, (v) requiresno scheduled principal amortization prior to the sixth anniversary of the ClosingDate, and (vi) is otherwise on market terms and conditions as of the time ofissuance thereof.B.      The reference to “U.S. $300,000,000” contained in Section 7.1(o) of the Canadian CreditAgreement is hereby replaced with “U.S. $500,000,000”.          **III.**    **Effectiveness**.    This Amendment shall become effective as of the date (the“**Effective Date**”) when the Global Administrative Agent shall have received counterpartshereof duly executed by the U.S. Borrower, the Canadian Borrower, the Global Administrative Agent,the Canadian Administrative Agent and the Majority Lenders (or, in the case of any party as towhich an executed counterpart shall not have been received, telegraphic, telex, or other writtenconfirmation from such party of execution of a counterpart hereof by such party).          **IV.**    **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
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certificate of incorporation, bylaws, regulations, partnership agreement or comparablecharter documents of any Combined Loan Party or of any agreement, judgment, injunction,order, decree or other instrument binding upon any Combined Loan Party or result in thecreation or imposition of any Lien on any Borrowing Base Property or Collateral other thanthe 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, 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.   Neither the U.S. Borrower or any of itsSubsidiaries nor the Canadian Borrower or any of its Subsidiaries is in default under, norhas any event or circumstance occurred which, but for the expiration of any applicable graceperiod or the giving of notice, or both, would constitute a default under, any MaterialAgreement to which the U.S. Borrower or any of its Subsidiaries or the Canadian Borrower orany of its Subsidiaries is a party or by which the U.S. Borrower or any of its Subsidiariesor the Canadian Borrower or any of its Subsidiaries is bound which default would reasonablybe expected to have a Material Adverse Effect.   The U.S. Borrower is in compliance with thefinancial covenants set forth in Article VI of the U.S. Credit Agreement.                    (vi)      No event or events have occurred since December 31, 2007 which individually or inthe aggregate would reasonably be expected to have a Material Adverse Effect.          **V.**        **Defined Terms**.   Terms used herein when defined in the U.S. Credit Agreement(including, to the extent applicable, after giving effect to this Amendment) shall have the samemeanings herein unless the context otherwise requires.          **VI.**      **Reaffirmation of Combined Credit Agreements**.   This Amendment shall be deemed to bean 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.          **VII.**    **Governing Law**.    **THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OFTHE STATE OF TEXAS.**
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          **NOTWITHSTANDING THE FOREGOING SENTENCE AND AFTER GIVING EFFECT TO THE TEXTUAL AMENDMENTSCONTAINED IN****SECTIONS I**AND **II**OF THIS AMENDMENT, (i) THE U.S. CREDIT AGREEMENT (ASAMENDED HEREBY) SHALL CONTINUE TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWSPECIFIED IN SECTION 10.9(a) OF THE U.S. CREDIT AGREEMENT, AND (ii) THE CANADIAN CREDIT AGREEMENT(AS AMENDED HEREBY) SHALL CONTINUE TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWSPECIFIED IN SECTION 10.9(a) OF THE CANADIAN CREDIT AGREEMENT.          **VIII.**   **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 theextent 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.          **IX.**      **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.          **X.**        **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.          **XI.**      **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).          **XII.**    **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.**          **XIII.**   **Loan Document****.  ** **This Amendment constitutes a “Loan Document,” a “Canadian LoanDocument” and a “Combined Loan Document” under and as defined in**
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**the U.S. Credit Agreement, and a “Loan Document,” a “U.S. Loan Document” and a “Combined LoanDocument” under and as defined in the Canadian 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**********